Why Castle?

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Relationships

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Technology, and AI

Granular investment criteria for over 65,000 institutional investors combined with proprietary matching algorithms and artificial intelligence

Why Castle?

Investor
Relationships

Investment
Banking Experts

Capital Raising Data,
Technology, and AI

Trusted by Issuers

Valued by Investors

Largest Investor Network in Private Capital

$ Billions Raised for our Clients

Get Funding

What Our Clients and Investors Are Saying²

No compensation was received for providing the testimonials contained herein; may not be representative of the experience of other clients and investors;
do not guarantee future performance or success; and are advertisements of Castle Placement, LLC.

Greg Lippmann – Founder, LibreMax Capital

I have worked with Ken Margolis (one of the best bosses I ever had) and Richard Luftig for decades and hold them in the highest possible regard. Castle Placement’s deal flow aligns perfectly with LibreMax’s investment philosophy – opportunistic, contrarian, special situations, etc.

Castle Placement

2019-07-08T10:41:45-04:00

I have worked with Ken Margolis (one of the best bosses I ever had) and Richard Luftig for decades and hold them in the highest possible regard. Castle Placement’s deal flow aligns perfectly with LibreMax’s investment philosophy – opportunistic, contrarian, special situations, etc.

https://castleplacement.com/testimonials/greg-lippmann/

Erik Conrad – President, inCommercial Property Group

We had occasion to engage Castle Placement for equity and debt placement on several transactions from 2016-2018. Their elegant, market based approach to sourcing capital helped take our business model and turn it into a reality. In each case, the team at Castle Placement was able to bring several qualified offers to ensure that we were receiving truly competitive economics.

Castle Placement

2019-08-07T10:06:23-04:00

We had occasion to engage Castle Placement for equity and debt placement on several transactions from 2016-2018. Their elegant, market based approach to sourcing capital helped take our business model and turn it into a reality. In each case, the team at Castle Placement was able to bring several qualified offers to ensure that we were receiving truly competitive economics.

https://castleplacement.com/testimonials/erik-conrad-president-2/

Tony Ettinger – Senior Advisor, KCK Financial Services

As you know, we are a family office. One of our main focuses is financial services companies, and we appreciate that Castle has a clear understanding of our investment criteria. We consistently see relevant, curated potential investment opportunities from Castle, communicated in a concise and professional way. Plus, their data/technology platform for clients and investors aligns very well with our data-driven investment approach.

Castle Placement

2019-07-24T11:42:42-04:00

As you know, we are a family office. One of our main focuses is financial services companies, and we appreciate that Castle has a clear understanding of our investment criteria. We consistently see relevant, curated potential investment opportunities from Castle, communicated in a concise and professional way. Plus, their data/technology platform for clients and investors aligns very well with our data-driven investment approach.

https://castleplacement.com/testimonials/tony-ettinger-investor/

Peter McMillan – Co-Founder, Pacific Oak Companies

I have worked with Richard and Ken since 1995 when I was the CIO of SunAmerica and they were at CSFB, and closed many, many successful transactions with them, including at Castle Placement. They have always done a great job getting great execution for me, while conducting themselves in a professional manner with honesty and integrity and the highest ethical standards.

Castle Placement

2019-07-31T12:26:31-04:00

I have worked with Richard and Ken since 1995 when I was the CIO of SunAmerica and they were at CSFB, and closed many, many successful transactions with them, including at Castle Placement. They have always done a great job getting great execution for me, while conducting themselves in a professional manner with honesty and integrity and the highest ethical standards.

https://castleplacement.com/testimonials/peter-mcmillan-client/

Robert Bevis – CEO, LIVES Training Institute

We are currently doing a capital raise with Castle for our law enforcement training facility and have executed a term sheet with one of their investors. This is a very specialized project and we were lucky that we met Castle. Their deep investor relationships were critical for us to find the perfect financial partner. I have already recommended Castle to several friends that are raising capital

Castle Placement

2019-07-08T10:39:06-04:00

We are currently doing a capital raise with Castle for our law enforcement training facility and have executed a term sheet with one of their investors. This is a very specialized project and we were lucky that we met Castle. Their deep investor relationships were critical for us to find the perfect financial partner. I have already recommended Castle to several friends that are raising capital

https://castleplacement.com/testimonials/robert-bevis/

Renata Black – CEO, EBY

We are extremely pleased that we hired Castle Placement for our capital raise to grow our women’s underwear DTC retail business. Castle brought many, many qualified investors to the table and created a very competitive process. EBY is expanding rapidly and we are extremely busy, but Castle’s process was super-efficient and their team was exceptionally responsive to our needs. I believe that Castle obtained the best possible execution in closing our round and provided great service and follow-up. I strongly recommend them.

Castle Placement

2021-09-30T15:48:17-04:00

We are extremely pleased that we hired Castle Placement for our capital raise to grow our women’s underwear DTC retail business. Castle brought many, many qualified investors to the table and created a very competitive process. EBY is expanding rapidly and we are extremely busy, but Castle’s process was super-efficient and their team was exceptionally responsive to our needs. I believe that Castle obtained the best possible execution in closing our round and provided great service and follow-up. I strongly recommend them.

https://castleplacement.com/testimonials/renata-black-2/

Joe Gillas – President, Impact Fisheries

We are an ESG focused company and hired Castle Placement to raise a substantial amount of capital for our project. We were very pleased with Castle’s execution. They obtained very attractive capital for us and the perfect strategic partner for our operations. The Castle team was extremely transparent and hands-on throughout the whole process. We enjoyed working with Castle and recommend them highly.

Castle Placement

2022-09-19T20:01:01-04:00

We are an ESG focused company and hired Castle Placement to raise a substantial amount of capital for our project. We were very pleased with Castle’s execution. They obtained very attractive capital for us and the perfect strategic partner for our operations. The Castle team was extremely transparent and hands-on throughout the whole process. We enjoyed working with Castle and recommend them highly.

https://castleplacement.com/testimonials/joe-gillas/

Max Wieder – Celcy Technologies – Client

As the CEO of Celcy Technologies, I hired Castle Placement as my exclusive placement agent to raise capital to enable our launch. Our company was early stage, and market conditions were volatile (to say the least). Despite these challenges, Castle brought several targeted, interested investors to the table. Their process was extremely efficient and fast, and resulted in an amazing seed investor that was a perfect fit to fuel Celcy’s growth. Great platform, great bankers.

Castle Placement

2022-11-03T15:07:34-04:00

As the CEO of Celcy Technologies, I hired Castle Placement as my exclusive placement agent to raise capital to enable our launch. Our company was early stage, and market conditions were volatile (to say the least). Despite these challenges, Castle brought several targeted, interested investors to the table. Their process was extremely efficient and fast, and resulted in an amazing seed investor that was a perfect fit to fuel Celcy’s growth. Great platform, great bankers.

https://castleplacement.com/testimonials/joe-gillas-2/

Bill McQueen – Quarter Horse Capital – Investor

With such limited time nowadays to take in the news - I have literally narrowed it down to these "What’s Happening. A View from the Castle." I only logon to Linkedin for this update, and then I’m gone - keep 'em coming!

Castle Placement

2023-11-29T17:14:01-05:00

With such limited time nowadays to take in the news - I have literally narrowed it down to these "What’s Happening. A View from the Castle." I only logon to Linkedin for this update, and then I’m gone - keep 'em coming!

https://castleplacement.com/testimonials/bill-mcqueen-quarter-horse-capital-client/

Dominic O’Dierno – Vice President, Q5iD, Inc. – Client

Castle Placement did a great job as our exclusive placement agent helping us to close our round and introduced us to several prominent investors in our industry, many of which could be investors in our company in future rounds.

Castle Placement

2023-12-04T13:20:58-05:00

https://castleplacement.com/testimonials/bill-mcqueen-quarter-horse-capital-client-2/

Chaz Guinn – CEO, Revolve Capital – Investor

Castle Placement recently obtained a debt investor for us under very challenging market conditions. They found a great financial partner, and helped to structure the transaction to meet our very specific economic and structural requirements. We highly recommend the Castle Placement platform.

Castle Placement

2024-01-12T13:38:46-05:00

https://castleplacement.com/testimonials/chaz-guinn-revolve-capital-investor-2-2/

Chris Ricciardi – CEO, Edly Inc. – Client

Castle Placement was the exclusive placement agent for our initial capital raise. They did a spectacular job for us, which does not surprise me at all. I’ve worked with Ken and Richard for decades, and think that they are among the most effective and professional people in the capital markets space.

Castle Placement

2024-02-28T09:54:15-05:00

https://castleplacement.com/testimonials/chris-edly-client-2-2-2/

Gavin Evans – Director, EAT GROUP

We are a health and wellness focused company and hired Castle Placement to raise capital to fuel our acquisition/growth strategy. Castle really delivered for us. In a way, the transaction epitomizes the scope of the Castle Placement platform and why we hired them. I am based in Australia, and Castle found a great Australian investor/financial partner that likes the agriculture, food and beverage sector. I actually knew of the investor, but the private capital markets are incredibly inefficient, and Castle Placement brought us together for this transaction. We are delighted.

Castle Placement

2021-06-28T17:55:40-04:00

We are a health and wellness focused company and hired Castle Placement to raise capital to fuel our acquisition/growth strategy. Castle really delivered for us. In a way, the transaction epitomizes the scope of the Castle Placement platform and why we hired them. I am based in Australia, and Castle found a great Australian investor/financial partner that likes the agriculture, food and beverage sector. I actually knew of the investor, but the private capital markets are incredibly inefficient, and Castle Placement brought us together for this transaction. We are delighted.

https://castleplacement.com/testimonials/gavin-evans/

Matt Belcher – CEO, CalTier Realty

We are an innovation real estate investment platform that is disrupting how ordinary people access multifamily opportunities. Castle Placement has been with us every step of the way and contributed significantly to our success. They are our trusted advisor, investment bank, and partner.

Castle Placement

2021-07-27T18:14:55-04:00

We are an innovation real estate investment platform that is disrupting how ordinary people access multifamily opportunities. Castle Placement has been with us every step of the way and contributed significantly to our success. They are our trusted advisor, investment bank, and partner.

https://castleplacement.com/testimonials/matt-blecher/

Stephen Johnson – Managing Director, Invesco Private Capital

We recently invested in a Castle Placement deal. The Castle platform, process, and team were extremely helpful in providing all of the information we required and facilitating the entire transaction. I have known many of the Castle bankers for decades, and look forward to closing more transactions with them in the years to come.

Castle Placement

2021-08-22T16:33:31-04:00

We recently invested in a Castle Placement deal. The Castle platform, process, and team were extremely helpful in providing all of the information we required and facilitating the entire transaction. I have known many of the Castle bankers for decades, and look forward to closing more transactions with them in the years to come.

https://castleplacement.com/testimonials/gavin-evans-2/

Eric Fretz – Entrepreneurship Faculty Lecturer, University of Michigan

The CPGO Competition was great as always. I really appreciate you creating this space for the teams. They really seem to rise to the occasion and get a lot out of it. I very much enjoy this partnership and the growth and engagement it fosters for my students!! Thanks!

Castle Placement

2020-11-23T13:49:20-05:00

The CPGO Competition was great as always. I really appreciate you creating this space for the teams. They really seem to rise to the occasion and get a lot out of it. I very much enjoy this partnership and the growth and engagement it fosters for my students!! Thanks!

https://castleplacement.com/testimonials/eric-fretz/

Michael Ballard – CEO, CCS Growth Partners

Castle Placement: Thank you for believing in me enough to take me on as a client. There is no way we would be where we are today without our engagement. I am truly humbled and grateful. You help push me and have expanded my vision and made it more than just an idea, but a reality that is currently very palpable.

Castle Placement

2020-11-27T12:24:05-05:00

Castle Placement: Thank you for believing in me enough to take me on as a client. There is no way we would be where we are today without our engagement. I am truly humbled and grateful. You help push me and have expanded my vision and made it more than just an idea, but a reality that is currently very palpable.

https://castleplacement.com/testimonials/michael-ballard-2/

Bill Bymel – CEO, First Lien Capital

We were seeking a substantial amount of capital to grow our distressed debt investment platform, and needed an extremely fast execution. Castle Placement was the perfect placement agent/advisor to take us to market. Our business is relatively complex and nuanced, and Castle was able to quickly understand it and position us for success. With Castle's support and robust capital markets expertise, we were able to achieve a terrific outcome with an ideal financial partner – and close the deal.

Castle Placement

2021-04-01T15:28:41-04:00

https://castleplacement.com/testimonials/bill-bymel/

Jeffrey Collé – Developer, Estates by Jeffrey Collé

I’ve built homes in the Hamptons for Billy Joel, Beyoncé, Alec Baldwin, Donna Karan, Wall Street moguls, and countless other clients. They all required uncompromising quality and precision, and I, in turn, demanded the same thing from the professionals that I hired - and Castle delivered. From engagement through closing the Castle team (from the top on down) were incredibly responsive and professional.

Castle Placement

2019-07-08T10:33:01-04:00

I’ve built homes in the Hamptons for Billy Joel, Beyoncé, Alec Baldwin, Donna Karan, Wall Street moguls, and countless other clients. They all required uncompromising quality and precision, and I, in turn, demanded the same thing from the professionals that I hired - and Castle delivered. From engagement through closing the Castle team (from the top on down) were incredibly responsive and professional.

https://castleplacement.com/testimonials/jeffrey-colle/

Rob Kramer – Managing Member, Offroad Capital Partners

OffRoad’s strategy is just that, non-traditional investments. Castle does a great job showing us transactions that fit our risk/yield profile. I have know Richard since college (I won’t specify just how many years that entails) and have been extremely impressed with his career. We think Castle’s platform and technology are cutting edge and a great benefit for private equity investors.

Castle Placement

2019-08-08T11:01:00-04:00

OffRoad’s strategy is just that, non-traditional investments. Castle does a great job showing us transactions that fit our risk/yield profile. I have know Richard since college (I won’t specify just how many years that entails) and have been extremely impressed with his career. We think Castle’s platform and technology are cutting edge and a great benefit for private equity investors.

https://castleplacement.com/testimonials/rob-kramer-owner-offroad-capital-partners/

Duncan Ramage – Partner, Forum Equity Partners

We are a private equity investor and project developer focused on real assets, structured finance and opportunistic situations. Sourcing attractive investment opportunities is essential for our success, and Castle provides a great flow of potential deals that fit our mandate. I was an early adopter of the CPGO app and think it is a great way for us to evaluate potential investments in an efficient way.

Castle Placement

2019-08-14T16:59:00-04:00

We are a private equity investor and project developer focused on real assets, structured finance and opportunistic situations. Sourcing attractive investment opportunities is essential for our success, and Castle provides a great flow of potential deals that fit our mandate. I was an early adopter of the CPGO app and think it is a great way for us to evaluate potential investments in an efficient way.

https://castleplacement.com/testimonials/duncan-ramage-partner-forum-equity-partners/

Mark Seigel – President, Veritas Financial Partners

Castle Placement raised our start-up capital round. This allowed Veritas to build its team, infrastructure, systems, and technology. We provide Asset Based Loans to entrepreneurs, management teams and private equity sponsors to propel their middle-market businesses, and strive to be a flexible, responsive, trustworthy partner to our borrowers. We have closely observed the disruptive fin-tech advances that Castle Placement has made in the equity and debt capital markets and deeply appreciate our relationship with Richard and Ken.

Castle Placement

2019-08-16T10:33:19-04:00

Castle Placement raised our start-up capital round. This allowed Veritas to build its team, infrastructure, systems, and technology. We provide Asset Based Loans to entrepreneurs, management teams and private equity sponsors to propel their middle-market businesses, and strive to be a flexible, responsive, trustworthy partner to our borrowers. We have closely observed the disruptive fin-tech advances that Castle Placement has made in the equity and debt capital markets and deeply appreciate our relationship with Richard and Ken.

https://castleplacement.com/testimonials/mark-seigel-president-veritas-financial-partners/

Tim Nesler – Managing Director, Marengo Real Estate Investments

We are a single-family residential fix and flip platform in Houston, Texas. Castle Placement has helped us every step of the way to build our platform, including assisting us in identifying the market opportunity and formulating our strategy. The capital that Castle has secured for us is driving our growth strategy, and we could not be more excited. Castle has been supporting us post-closing as well, and we hope to continue to work with them on future capital raises.

Castle Placement

2019-10-03T15:14:33-04:00

We are a single-family residential fix and flip platform in Houston, Texas. Castle Placement has helped us every step of the way to build our platform, including assisting us in identifying the market opportunity and formulating our strategy. The capital that Castle has secured for us is driving our growth strategy, and we could not be more excited. Castle has been supporting us post-closing as well, and we hope to continue to work with them on future capital raises.

https://castleplacement.com/testimonials/tim-nesler-marengo-real-estate-investments-managing-director/

Rajesh Gandhi – Chairman, Choron Group

The financing transaction that we closed with Castle Placement has helped us expand our business operations. Unfortunately, the diamond industry is misunderstood and several major banks are reducing their presence. As a leading diamond company, having the required capital to grow our business is crucial. Castle was able to find the perfect financial partner for us and their team did a terrific job from engagement through closing.

Castle Placement

2020-05-04T21:23:54-04:00

The financing transaction that we closed with Castle Placement has helped us expand our business operations. Unfortunately, the diamond industry is misunderstood and several major banks are reducing their presence. As a leading diamond company, having the required capital to grow our business is crucial. Castle was able to find the perfect financial partner for us and their team did a terrific job from engagement through closing.

https://castleplacement.com/testimonials/rajesh-gandhi-chairman-choron-group/

Castle Placement

Greg Lippmann – Founder, LibreMax Capital

I have worked with Ken Margolis (one of the best bosses I ever had) and Richard Luftig for decades and hold them in the highest possible regard. Castle Placement’s deal flow aligns perfectly with LibreMax’s investment philosophy – opportunistic, contrarian, special situations, etc.

Castle Placement

2019-07-08T10:41:45-04:00

https://castleplacement.com/testimonials/greg-lippmann/

Erik Conrad – President, inCommercial Property Group

We had occasion to engage Castle Placement for equity and debt placement on several transactions from 2016-2018. Their elegant, market based approach to sourcing capital helped take our business model and turn it into a reality. In each case, the team at Castle Placement was able to bring several qualified offers to ensure that we were receiving truly competitive economics.

Castle Placement

2019-08-07T10:06:23-04:00

https://castleplacement.com/testimonials/erik-conrad-president-2/

Tony Ettinger – Senior Advisor, KCK Financial Services

As you know, we are a family office. One of our main focuses is financial services companies, and we appreciate that Castle has a clear understanding of our investment criteria. We consistently see relevant, curated potential investment opportunities from Castle, communicated in a concise and professional way. Plus, their data/technology platform for clients and investors aligns very well with our data-driven investment approach.

Castle Placement

2019-07-24T11:42:42-04:00

https://castleplacement.com/testimonials/tony-ettinger-investor/

Peter McMillan – Co-Founder, Pacific Oak Companies

I have worked with Richard and Ken since 1995 when I was the CIO of SunAmerica and they were at CSFB, and closed many, many successful transactions with them, including at Castle Placement. They have always done a great job getting great execution for me, while conducting themselves in a professional manner with honesty and integrity and the highest ethical standards.

Castle Placement

2019-07-31T12:26:31-04:00

https://castleplacement.com/testimonials/peter-mcmillan-client/

Robert Bevis – CEO, LIVES Training Institute

We are currently doing a capital raise with Castle for our law enforcement training facility and have executed a term sheet with one of their investors. This is a very specialized project and we were lucky that we met Castle. Their deep investor relationships were critical for us to find the perfect financial partner. I have already recommended Castle to several friends that are raising capital

Castle Placement

2019-07-08T10:39:06-04:00

https://castleplacement.com/testimonials/robert-bevis/

Renata Black – CEO, EBY

We are extremely pleased that we hired Castle Placement for our capital raise to grow our women’s underwear DTC retail business. Castle brought many, many qualified investors to the table and created a very competitive process. EBY is expanding rapidly and we are extremely busy, but Castle’s process was super-efficient and their team was exceptionally responsive to our needs. I believe that Castle obtained the best possible execution in closing our round and provided great service and follow-up. I strongly recommend them.

Castle Placement

2021-09-30T15:48:17-04:00

https://castleplacement.com/testimonials/renata-black-2/

Joe Gillas – President, Impact Fisheries

We are an ESG focused company and hired Castle Placement to raise a substantial amount of capital for our project. We were very pleased with Castle’s execution. They obtained very attractive capital for us and the perfect strategic partner for our operations. The Castle team was extremely transparent and hands-on throughout the whole process. We enjoyed working with Castle and recommend them highly.

Castle Placement

2022-09-19T20:01:01-04:00

https://castleplacement.com/testimonials/joe-gillas/

Max Wieder – Celcy Technologies – Client

As the CEO of Celcy Technologies, I hired Castle Placement as my exclusive placement agent to raise capital to enable our launch. Our company was early stage, and market conditions were volatile (to say the least). Despite these challenges, Castle brought several targeted, interested investors to the table. Their process was extremely efficient and fast, and resulted in an amazing seed investor that was a perfect fit to fuel Celcy’s growth. Great platform, great bankers.

Castle Placement

2022-11-03T15:07:34-04:00

https://castleplacement.com/testimonials/joe-gillas-2/

Bill McQueen – Quarter Horse Capital – Investor

With such limited time nowadays to take in the news - I have literally narrowed it down to these "What’s Happening. A View from the Castle." I only logon to Linkedin for this update, and then I’m gone - keep 'em coming!

Castle Placement

2023-11-29T17:14:01-05:00

https://castleplacement.com/testimonials/bill-mcqueen-quarter-horse-capital-client/

Dominic O’Dierno – Vice President, Q5iD, Inc. – Client

Castle Placement

2023-12-04T13:20:58-05:00

https://castleplacement.com/testimonials/bill-mcqueen-quarter-horse-capital-client-2/

Chaz Guinn – CEO, Revolve Capital – Investor

Castle Placement

2024-01-12T13:38:46-05:00

https://castleplacement.com/testimonials/chaz-guinn-revolve-capital-investor-2-2/

Chris Ricciardi – CEO, Edly Inc. – Client

Castle Placement

2024-02-28T09:54:15-05:00

https://castleplacement.com/testimonials/chris-edly-client-2-2-2/

Gavin Evans – Director, EAT GROUP

We are a health and wellness focused company and hired Castle Placement to raise capital to fuel our acquisition/growth strategy. Castle really delivered for us. In a way, the transaction epitomizes the scope of the Castle Placement platform and why we hired them. I am based in Australia, and Castle found a great Australian investor/financial partner that likes the agriculture, food and beverage sector. I actually knew of the investor, but the private capital markets are incredibly inefficient, and Castle Placement brought us together for this transaction. We are delighted.

Castle Placement

2021-06-28T17:55:40-04:00

https://castleplacement.com/testimonials/gavin-evans/

Matt Belcher – CEO, CalTier Realty

We are an innovation real estate investment platform that is disrupting how ordinary people access multifamily opportunities. Castle Placement has been with us every step of the way and contributed significantly to our success. They are our trusted advisor, investment bank, and partner.

Castle Placement

2021-07-27T18:14:55-04:00

https://castleplacement.com/testimonials/matt-blecher/

Stephen Johnson – Managing Director, Invesco Private Capital

We recently invested in a Castle Placement deal. The Castle platform, process, and team were extremely helpful in providing all of the information we required and facilitating the entire transaction. I have known many of the Castle bankers for decades, and look forward to closing more transactions with them in the years to come.

Castle Placement

2021-08-22T16:33:31-04:00

https://castleplacement.com/testimonials/gavin-evans-2/

Eric Fretz – Entrepreneurship Faculty Lecturer, University of Michigan

The CPGO Competition was great as always. I really appreciate you creating this space for the teams. They really seem to rise to the occasion and get a lot out of it. I very much enjoy this partnership and the growth and engagement it fosters for my students!! Thanks!

Castle Placement

2020-11-23T13:49:20-05:00

https://castleplacement.com/testimonials/eric-fretz/

Michael Ballard – CEO, CCS Growth Partners

Castle Placement: Thank you for believing in me enough to take me on as a client. There is no way we would be where we are today without our engagement. I am truly humbled and grateful. You help push me and have expanded my vision and made it more than just an idea, but a reality that is currently very palpable.

Castle Placement

2020-11-27T12:24:05-05:00

https://castleplacement.com/testimonials/michael-ballard-2/

Bill Bymel – CEO, First Lien Capital

Castle Placement

2021-04-01T15:28:41-04:00

https://castleplacement.com/testimonials/bill-bymel/

Jeffrey Collé – Developer, Estates by Jeffrey Collé

I’ve built homes in the Hamptons for Billy Joel, Beyoncé, Alec Baldwin, Donna Karan, Wall Street moguls, and countless other clients. They all required uncompromising quality and precision, and I, in turn, demanded the same thing from the professionals that I hired - and Castle delivered. From engagement through closing the Castle team (from the top on down) were incredibly responsive and professional.

Castle Placement

2019-07-08T10:33:01-04:00

https://castleplacement.com/testimonials/jeffrey-colle/

Rob Kramer – Managing Member, Offroad Capital Partners

OffRoad’s strategy is just that, non-traditional investments. Castle does a great job showing us transactions that fit our risk/yield profile. I have know Richard since college (I won’t specify just how many years that entails) and have been extremely impressed with his career. We think Castle’s platform and technology are cutting edge and a great benefit for private equity investors.

Castle Placement

2019-08-08T11:01:00-04:00

https://castleplacement.com/testimonials/rob-kramer-owner-offroad-capital-partners/

Duncan Ramage – Partner, Forum Equity Partners

We are a private equity investor and project developer focused on real assets, structured finance and opportunistic situations. Sourcing attractive investment opportunities is essential for our success, and Castle provides a great flow of potential deals that fit our mandate. I was an early adopter of the CPGO app and think it is a great way for us to evaluate potential investments in an efficient way.

Castle Placement

2019-08-14T16:59:00-04:00

https://castleplacement.com/testimonials/duncan-ramage-partner-forum-equity-partners/

Mark Seigel – President, Veritas Financial Partners

Castle Placement raised our start-up capital round. This allowed Veritas to build its team, infrastructure, systems, and technology. We provide Asset Based Loans to entrepreneurs, management teams and private equity sponsors to propel their middle-market businesses, and strive to be a flexible, responsive, trustworthy partner to our borrowers. We have closely observed the disruptive fin-tech advances that Castle Placement has made in the equity and debt capital markets and deeply appreciate our relationship with Richard and Ken.

Castle Placement

2019-08-16T10:33:19-04:00

https://castleplacement.com/testimonials/mark-seigel-president-veritas-financial-partners/

Tim Nesler – Managing Director, Marengo Real Estate Investments

We are a single-family residential fix and flip platform in Houston, Texas. Castle Placement has helped us every step of the way to build our platform, including assisting us in identifying the market opportunity and formulating our strategy. The capital that Castle has secured for us is driving our growth strategy, and we could not be more excited. Castle has been supporting us post-closing as well, and we hope to continue to work with them on future capital raises.

Castle Placement

2019-10-03T15:14:33-04:00

https://castleplacement.com/testimonials/tim-nesler-marengo-real-estate-investments-managing-director/

Rajesh Gandhi – Chairman, Choron Group

The financing transaction that we closed with Castle Placement has helped us expand our business operations. Unfortunately, the diamond industry is misunderstood and several major banks are reducing their presence. As a leading diamond company, having the required capital to grow our business is crucial. Castle was able to find the perfect financial partner for us and their team did a terrific job from engagement through closing.

Castle Placement

2020-05-04T21:23:54-04:00

https://castleplacement.com/testimonials/rajesh-gandhi-chairman-choron-group/

Castle Placement

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Castle Placement™

Capital Raised^®

Looking to obtain the right business capital? We can help

Raise capital or find loans for your middle market company
$5 million to $1 billion in all industries/geographies
Growth, Early Stage, Seed / Reg 506c, Reg A, Reg CF
Artificial intelligence/machine learning accurately matches investors with companies
CPGO – proprietary app connects companies with investors in real time
Robust, data-driven, deal flow technology facilitates information flow, negotiations, documentation, and closing
Experienced investment bankers: extensive relationships and structuring experience
Over 100,000 institutional, private equity, venture capital and strategic investors, family offices, pension funds, foundations, endowments, sovereign wealth funds, hedge funds and lenders

Learn More

Castle Placement™
Capital Raised^TM

Looking to obtain the right business capital?

We can help.

Raise capital or find loans for your middle market company
$1 million to $1 billion in all industries/geographies
Growth, Early Stage, Seed / Reg 506c, Reg A, Reg CF
Artificial intelligence/machine learning accurately matches investors with companies
CPGO – proprietary app connects companies with investors in real time
Robust, data-driven, deal flow technology facilitates information flow, negotiations, documentation, and closing
Experienced investment bankers: extensive relationships and structuring experience
Over 65,000 institutional investors and 600,000 accredited investors – private equity, venture capital, high net worth, strategic, family offices, pension funds, foundations, endowments, sovereign wealth funds, hedge funds and lenders

Learn More

We are Experts in Capital Raising

REG D 506(C)

No Size Limitations on Capital Raise

✔Accredited and Institutional Investors Only

✔ Launch as fast as 1 week

✔ 3rd party upfront costs: Minimal

REG A+

Raise up to $75 million each year.

✔ Non-Accredited, Accredited and Institutional Investors

✔ Launch in approx. 6 months

✔ 3rd party upfront costs: $100,000 to $150,000

REG CF

Raise up to $5 million per year

✔ All Investors (Focus on Non-Accredited Investors)

✔ Launch in approx. 4 to 6 weeks

✔ 3rd party costs: Low

We are Experts in Capital Raising

REG D 506(C)

No Size Limitations on Capital Raise

✔Accredited and Institutional Investors Only

✔ Launch as fast as 1 week

✔ 3rd party upfront costs: Minimal

REG A+

Raise up to $75 million each year.

✔ Non-Accredited, Accredited and Institutional Investors

✔ Launch in approx. 6 months

✔ 3rd party upfront costs: $100,000 to $150,000

REG CF

Raise up to $5 million per year

✔ All Investors (Focus on Non-Accredited Investors)

✔ Launch in approx. 4 to 6 weeks

✔ 3rd party costs: Low

CPGO App^SM

Cutting Edge App

Matches private companies raising debt and equity capital with targeted institutional lenders and investors

Best matching technology
Granular investment criteria
Over 65,000 institutional investors
Investor contact information
Automated emailing

Try For Free

CPGO App^SM

Cutting Edge App

Matches private companies raising debt and equity capital with targeted institutional lenders and investors

Best matching technology
Granular investment criteria
Over 600,000 accredited investors and 65,000 institutional investors
Investor contact information
Automated emailing

Try For Free

Refer a Company

Earn Up to $5,000

Castle Placement has raised billions of dollars for our clients.

Refer a Company

Earn Up to $5,000

Castle Placement has raised billions of dollars for our clients.

CPGO Competition (35 to Date)

Capital raising competitions sponsored by Castle Placement and partners

Participants pitch their business ideas (real or fictitious)
Online voting and Castle Placement discretion to select the final four competitors
Entry prizes: free listing on castleplacement.com
Champion prize: free access to CPGOapp.com – Castle Placement’s capital raising app
Judges: prominent institutional investors (PE firms, VC firms, etc.), CEOs

There are no costs. and it’s really simple

A fun learning experience for all (including judges, who always love it).

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Prior Participants/Judges: Amazon, Babson College, Columbia University, Barcelona School of Economics, Benjamin Talks, Brandeis University, Columbia University, CUNY Startups, Dartmouth College, Georgetown University, Indiana University, LinkedIn, New York University, Princeton University, Rutgers University, StartUp Club, Tuck School of Business, UCLA, University of Barcelona, University of Chicago, University of Michigan, University of Texas at Austin, University of Kansas School of Business, University of Wisconsin, Vanderbilt University, WeWork

CPGO Competition (35 to Date)

Capital raising competitions sponsored by Castle Placement and partners

Participants pitch their business ideas (real or fictitious)
Online voting and Castle Placement discretion to select the final four competitors
Entry prizes: free listing on castleplacement.com
Champion prize: free access to CPGOapp.com – Castle Placement’s capital raising app
Judges: prominent institutional investors (PE firms, VC firms, etc.), CEOs

There are no costs. and it’s really simple

A fun learning experience for all (including judges, who always love it).

Learn More

Featured Transaction:

Global Green International – Waste to Energy

The North American distributor for Global Green International (GGII) is seeking $25 million ($400 million for all projects) to convert waste to green energy WITHOUT incineration. Global Green has been operating plants in Asia for 15 years. Patented technology that is efficient, modular, and scalable.

Learn More

Featured Transaction

Global Green International

Waste to Energy

Learn More

CONTACT US

Hi. We're not around right now. But you can send us an email and we'll get back to you, asap.

Thanks, Ken

Ken Margolis | Managing Partner Castle Placement, LLC
1460 Broadway Street, Rte 400
New York, New York 10036
(212) 418-1188 | C: (516) 712-7784
kmargolis@castleplacement.com

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CPGO Competition Inquiry

Want to mount your own CPGO Competition in your business, school, or organization? Send us your contact details and let's discuss.

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Please review the Subscription Agreement below. Note that this is a read-only electronic document. You will not be executing this document on this panel. After you complete your review, please check the box below that states: “I acknowledge that I have read the Subscription Agreement” and click Next. In the next panel you will electronically sign the Subscription Agreement. Thank you.
SUBSCRIPTION AGREEMENT

CHANDANNI ORGANICS, INC.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SHARES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IT IS NOT REVIEWED IN ANY WAY BY THE SEC. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY CASTLE PLACEMENT, LLC (THE “PLATFORM”) AND USING THE BROKER-DEALER SERVICES OF CASTLE PLACEMENT, LLC (THE “INTERMEDIARY”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4(e). THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING STATEMENT OR ANY OF THE OTHER MATERIALS AVAILABLE ON THE INTERMEDIARY’S WEBSITE (COLLECTIVELY, THE “OFFERING MATERIALS”) OR ANY COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING.  NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SHARES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE.  EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

TO:   Chandanni Organics, Inc.

3625 East Thousand Oaks Blvd., Suite 218

Westlake Village, CA 91362

Ladies and Gentlemen:

Subscription.

The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase shares of Class A Non-Voting Common Stock, $0.001par value (the “Share(s)”), of Chandanni Organics, Inc., a Delaware corporation (the “Company”), at a purchase price of $2.00 per share of Class A Non-Voting Common Stock (the “Per Share Price”).

The number of shares of the Company’s Class A Voting Common Stock equates to the Subscribers total amount invested at the Per Share Price (the “Shares”) as stated in the investment application completed and signed by you electronically at https://castleplacement.com/portfolio/chandanni-lifestyle-reg-cf/

upon the terms and conditions set forth herein. The rights of the Shares are as set forth in the Amended and Restated Articles of Incorporation, and any description of the Shares or other securities of the Company that appears in the Offering Materials is qualified in its entirety by such document.

By physically executing this Subscription Agreement or the Investment Application completed and signed by you electronically at https://castleplacement.com/portfolio/chandanni-lifestyle-reg-cf/, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.

This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Shares Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

The aggregate value of Shares sold shall not exceed $5,000,000 (the “Oversubscription Offering”). The Company may accept subscriptions until March 23, 2024 (the “Termination Date”). Providing that subscriptions for an aggregate of Twenty Five Thousand ($25,000) worth of Shares are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

The minimum subscription amount per Subscriber is $250.00.

In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect.

Purchase Procedure.

Payment. The purchase price for the Shares shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement, which signature and delivery may take place through digital online means. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Shares in accordance with the online payment process established by the Intermediary.

Escrow arrangements. Payment for the Shares shall be received by Wilmington Trust, National Association (the “Escrow Agent”) from the undersigned by transfer of immediately available funds or other means approved by the Company prior to the applicable Closing, in the amount as set forth in Appendix A on the signature page hereto and otherwise in accordance with Intermediary’s payment processing instructions. Upon such Closing, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Shares owned by undersigned reflected on the books and records of the Company, which books and records shall bear a notation that the Shares were sold in reliance upon Regulation CF.

Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

Organization and Standing. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

Eligibility of the Company to Make an Offering under Section 4(a)(6). The Company is eligible to make an offering under Section 4(a)(6) of the Securities Act and the rules promulgated thereunder by the SEC.

Issuance of the Shares. The issuance, sale and delivery of the Shares in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Shares, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Shares) are within the Company’s powers and have been duly authorized by all necessary corporate actions on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

No filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Section 4(a)(6) of the Securities Act or the rules promulgated thereunder or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

Financial statements. Complete copies of the Company’s financial statements consisting of the statement of financial position of the Company at December 31, 2021 and 2020 and the related consolidated statements of income and cash flows for the two-year period then ended (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Statement and on the Intermediary’s website. The Financial Statements are based on the books and records of the Company and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. Ernest L. Tomkiewicz CPA PLLC, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC. The Financial Statements comply with the requirements of Rule 201 of Regulation Crowdfunding, as promulgated by the SEC.

Proceeds. The Company shall use the proceeds from the issuance and sale of the Shares as set forth in the Offering Materials.

Litigation. Except as set forth in the Offering Statement, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Shares subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of the Subscriber’s respective Closing Date(s):

Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

Investment Representations. Subscriber understands that the Shares have not been registered under the Securities Act. Subscriber also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Shares on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Shares. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Shares. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Shares.

Resales. Subscriber agrees that during the one-year period beginning on the date on which it acquired Securities pursuant to this Subscription Agreement, it shall not transfer such Shares except:

To the Company;

To an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act;

As part of an offering registered under the Securities Act with the SEC; or

To a member of the Subscriber’s family or the equivalent, to a trust controlled by the Subscriber, to a trust created for the benefit of a member of the family of the Subscriber or equivalent, or in connection with the death or divorce of the Subscriber or other similar circumstance.

Investment Limits. Subscriber represents that either:

Subscriber meets the definition of Accredited Investor under Rule 501 as set forth in Appendix A; or

Subscriber’s net worth or annual income is less than $124,000, and that the amount it is investing pursuant to this Subscription Agreement, together with all other amounts invested in offerings under Section 4(a)(6) of the Securities Act within the previous 12 months, does not exceed the greater of (A) 5% of the greater of its annual income or net worth, or (B) $2,200; or

Both of Subscriber’s net worth and annual income are more than $124,000, and that the amount it is investing pursuant to this Subscription Agreement, together with all other amounts invested in offerings under Section 4(a)(6) of the Securities Act within the previous 12 months, does not exceed 10% of the greater of its annual income or net worth, and does not exceed $124,000.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

Shareholder information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Shares, it will require the transferee of such Shares to agree to provide such information to the Company as a condition of such transfer.

Company Information. Subscriber has read the Offering Statement. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Form C. Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

Valuation. The Subscriber acknowledges that the price of the Shares was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Shares may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. Subscriber’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the closing of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of New York.

EACH OF THE SUBSCRIBERS AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBERS AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBERS AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

If to the Company, to:

Chandanni Organics, Inc.

3625 East Thousand Oaks Blvd., Suite 218

Westlake Village, CA 91362

If to a Subscriber, to Subscriber’s address as shown on the signature page hereto

or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice.

Miscellaneous.

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

This Subscription Agreement is not transferable or assignable by Subscriber.

The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

The terms and provisions of this Subscription Agreement, specifically Sections 4(g), 5 and 6 of this Agreement, shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement.

The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Shares shall be immediately subject to this Subscription Agreement, to the same extent that the Shares, immediately prior thereto, shall have been covered by this Subscription Agreement.

No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[SIGNATURE PAGE FOLLOWS]

CHANDANNI ORGANICS, INC.

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase Shares of Chandanni Organics, Inc., by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement. Subject to the terms and conditions of this Subscription Agreement, the Company hereby agrees to sell to you, the number of shares of the Company’s Class A Non-Voting Common Stock as described below.

The number of Shares of Class A Non-Voting Common Stock the undersigned hereby irrevocably subscribes for is:

_____________________

(Number of Shares)

The aggregate purchase price (based on a purchase price of $2.00 per share for the Class A Non-Voting Common Stock the undersigned hereby irrevocably subscribes for is (minimum of $250.00):

$_____________________

(Aggregate purchase price)

The Shares being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of:

___________________________________________

(The name in which the Shares will be held.)

If the Securities are to be purchased in joint names, both Subscribers must sign:

________________________________________

Signature

________________________________________

Name (Please Print)

________________________________________

Email address

________________________________________

Address

________________________________________

________________________________________

Telephone Number

________________________________________

Social Security Number/EIN

________________________________________

Date

________________________________________

Signature

________________________________________

Name (Please Print)

________________________________________

Email address

________________________________________

Address

________________________________________

________________________________________

Telephone Number

________________________________________

Social Security Number

________________________________________

Date

* * * * *

This Subscription is accepted

on _____________, 2023

Chandanni Organics, Inc.

By: _______________________________

Name: __________

Title__________

APPENDIX A

An accredited investor, as defined in Rule 501(a) of the Securities Act of 1933, as amended, includes the following categories of investor:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000. For purposes of calculating net worth under this paragraph (5):

The person's primary residence shall not be included as an asset;

Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and

(8) Any entity in which all of the equity owners are accredited investors;

(9) Any entity, of a type of not listed in paragraphs (1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

(10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status.

(11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

(12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):

(i)   With assets under management in excess of $5,000,000,



That is not formed for the specific purpose of acquiring the securities offered, and

(iii)   Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and

(13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (12)(iii).

Subscription Agreement *
I acknowledge that I have read the Subscription Agreement.

Basic Info

Investor Info

Funding Info

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Completion Process: 60%
Subscriber Name *
Type of Shares: Common

Investment Amount: $ USD

Subscription Agreement *
I acknowledge that the entry of my name in the field below represents my e-signature of the Subscription Agreement, and represents my agreement to be bound by the Subscription Agreement in conjunction with the information that I have provided in this InvestNow portal, that I have reviewed the SEC Filing in connection with this offering, and that I consent to the electronic delivery of all materials in connection with my investment.
E-signature (Type Full Legal Name as Displayed Below)
E-signature (Type Full Legal Name as Displayed Below)

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Completion Process: 70%
I have previously invested in crowdfund offerings in the last 12 months
I have previously invested in crowdfund offerings in the last 12 months
Total of all other Reg CF investments I have made in the past 12 months *
Total of this investment and all other Reg CF investments you have made in the prior 12 months
I am an accredited investor.
I am an accredited investor.
If your investment amount is greater than $2,200 (including all other Reg CF investments you made in the past 12 months) please provide the following information (this information is only used to determine if you have an investment limit):
Yearly Income *
Net Worth *
The above includes my spouse's income and net worth.
The above includes my spouse's income and net worth.
Spouse’s First Name *
Spouse’s Last Name *

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Completion Process: 80%
Investor Information
Investing As *
Title *
Name *
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Completion Process: 85%
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Investors must be at least 18 years old.
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Identity Check

Our FINRA Broker Dealer is required to keep on file a form that accurately describes who you are. This is "Know Your Client" information.

Completion Process: 90%
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Completion Process: 95%

1) Important Disclosures Regarding Reg CF; 2) Reg CF Education Material; and 3) Castle Placement’s Client Relationship Summary (CRS) Document

1) Important Disclosures Regarding Reg CF

Please review the following important information:

- Promoters must clearly disclose in all communications on the platform the receipt of compensation and the fact that he or she is engaging in promotional activities on behalf of the issuer.

- Disclosure regarding manner in which Castle Placement is compensated: Castle Placement receives a cash fee equal to a percentage of the capital that is raised by the company in this Reg CF and stock in the company equal to a percentage of the capital that is raised by the company in this Reg CF.

- You must understand that the entire amount of your investment may be lost. Investing in securities involves risk, and you should not invest any funds unless you can afford to lose the entire amount of your investment.

- There are restrictions on your ability to cancel an investment commitment and obtain a return of your investment. You will have up to 48 hours prior to the end of the offering period to change your mind and cancel your investment commitment for any reason. Once the offering period is within 48 hours of ending, you will not be able to cancel for any reason, even if you make a commitment during this period.

- It may be difficult for you to resell the securities that you have acquired.

2) Reg CF Educational Material - Overview of Reg CF

The SEC requires Castle Placement to post educational materials for prospective investors on our site. These materials are a great start to educate yourself and understand the risks of making crowdfunding investments. However, there are several additional steps you must take to make a responsible investment decision, including completion of a thorough investigation of the issuing company and participation in our online forum. The online forum allows you to ask the issuing company questions, interact with other investors, and study the benefits, detriments, and risks of each investment opportunity.

Equity crowdfunding allows the general public to participate in venture capital and private equity investing. Companies can use crowdfunding to offer and sell securities to the investing public – anyone can invest in a crowdfunding securities offering.

Pursuant to Rule 302(b) of Securities and Exchange Commission (“SEC”) Regulation Crowdfunding under the Securities Act of 1933 (Title III of the JOBS Act), as amended (the “Securities Act”), it is required that all potential investors who open an account on Castle Placement.com and/or commit to purchasing securities receive and acknowledge certain educational information from Castle Placement related to the posting of securities offerings on the Castle Placement platform, including:

(i) The process for the offer, purchase and issuance of securities through the intermediary and the risks associated with purchasing securities offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6));

(ii) The types of securities offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) available for purchase on the intermediary’s platform and the risks associated with each type of security, including the risk of having limited voting power as a result of dilution;

(iii) The restrictions on the resale of a security offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6));

(iv) The types of information that an issuer is required to provide under § 227.202, the frequency of the delivery of that information and the possibility that those obligations may terminate in the future;

(v) The limitations on the amounts an investor may invest pursuant to § 227.100(a)(2);

(vi) The limitations on an investor’s right to cancel an investment commitment and the circumstances in which an investment commitment may be cancelled by the issuer;

(vii) The need for the investor to consider whether investing in a security offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) is appropriate for that investor;

(viii) That following completion of an offering conducted through the intermediary, there may or may not be any ongoing relationship between the issuer and intermediary;

(ix) That under certain circumstances an issuer may cease to publish annual reports and, therefore, an investor may not continually have current financial information about the issuer;

(x) The risks of investing in such securities;

(xi) How securities are offered and purchased;

(xii) Investment limits for certain investors;

(xiii) The types of securities offered and any resale restrictions on such securities;

(xiv) The disclosure generally required to be made available by issuers offering securities on the Castle Placement platform; and

(xv) The relationship among Castle Placement, the companies issuing securities and investors.

Please review the important educational information below before you begin to register on Castle Placement and before you make any investment commitment.

Castle Placement, LLC: Castle Placement is a FINRA licensed investment banking platform that connects issuing companies with investors, including through equity crowdfunding.

Regulation CrowdFunding (Reg CF): an equity crowdfunding regulation that allows companies to raise capital efficiently and investors to invest capital efficiently.

Enacted in 2016 and significantly expanded in 2021

$5 million per year

Light disclosure required

Anyone (including non-accredited investors) can invest

General solicitation/advertising permitted (subject to restrictions)

Form C: Prior to launching a Section 4(a)(6) equity crowdfunding campaign, the issuer is required to complete and submit a Form C to the SEC together with required attachments. Companies that file a Form C are required to disclose certain information to the public which can be used to understand an investment and that helps determine whether a particular investment is appropriate for a specific person. This includes general information about the issuer, its officers and directors, a description of the business, the planned use for the money raised from the offering, often called the use of proceeds, the target offering amount, the deadline for the offering, related-party transactions, risks specific to the issuer or its business, and financial information about the issuer.

Material Changes: If the issuer makes a material change to the offering terms (e.g., the total amount of the offering, the type of security, etc.) or other information disclosed to investors, including if the deadline is extended, each investor will be given five business days to reconfirm his or her investment commitment. If the investor does not reconfirm, their investment will be cancelled, and their funds will be returned. In addition, if the issuer makes a material change an amendment must be filed with the SEC.

Annual Filing Obligation of Issuers: Each issuer that successfully completes a Title III Regulation Crowdfunding securities offering is required to annually file with the SEC a Form C-AR and financial statements. This must be done no later than 120 days after the end of the Issuer’s fiscal year covered by such filing. Each Issuer must also post its Form C-AR and financial statements to its own website, and that link must be provided along with the date by which such report will be available on the issuer’s website. The Form C-AR contains updated disclosure substantially similar to that provided in the issuer’s initial Form C, including information on the issuer’s size, location, principals and employees, business, plan of operations and the risks of investment in the Issuer’s securities; however, offering-specific disclosure is not required to be disclosed in the Form C-AR. Investors should be aware that an issuer may no longer be required to continue its annual reporting obligations under certain circumstances. In the event that an issuer ceases to make annual flings, investors may no longer have current financial information about the Issuer available to them. An issuer must continue to comply with the ongoing reporting requirements until one of the following occurs:

(1) The issuer is required to file reports under section 13(a) or section 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d));

(2) The issuer has filed, since its most recent sale of securities pursuant to this part, at least one annual report pursuant to this section and has fewer than 300 holders of record;

(3) The issuer has filed, since its most recent sale of securities pursuant to this part, the annual reports required pursuant to this section for at least the three most recent years and has total assets that do not exceed $10,000,000;

(4) The issuer or another party repurchases all of the securities issued in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)), including any payment in full of debt securities or any complete redemption of redeemable securities; or

(5) The issuer liquidates or dissolves its business in accordance with state law.

Audit: An audit provides a higher level of scrutiny by the accountant than a review. The required information is filed with the SEC and posted at the start of the offering on the Castle Placement platform and available to the public throughout the offering on the Castle Placement and SEC sites. It is available to the general public on both websites throughout the offering period – which must be a minimum of 21 days.

Reviewed Financials: A review of an organization’s financial statements provides a report issued by a CPA which expresses that the financial statements are free from material misstatement. A review provides limited assurance on an organization’s financial statements. During a review, inquiries and analytical procedures present a reasonable basis for expressing limited assurance that no material modifications to the financial statements are necessary; they are in conformity with generally accepted accounting principles.

GAAP Financials: All companies raising funds under Regulation CF must provide financial statements prepared in accordance with generally accepted accounting principles (GAAP). For companies incorporated over 120 days ago, GAAP financials must include a cover page, balance sheet, income statement, statement of cash flows, statement of stockholder’s equity, and foot notes (typically 2 -5 pages including accounting methodologies used, an explanation of your taxes, a summary of any debt, and a summary of outstanding equity).

Investment Limitations: Because of the risks involved with this type of investing, you are limited in how much you can invest during any 12-month period in these transactions. The limitation on how much you can invest depends on your net worth and annual income. If either your annual income or your net worth is less than $107,000, then during any 12-month period, you can invest up to the greater of either $2,200 or 5% of the greater of your annual income or net worth. If both your annual income and your net worth are equal to or more than $107,000, then during any 12-month period, you can invest up to 10% of annual income or net worth, whichever is greater, but not to exceed $107,000 for all crowdfunding offerings in any 12-month period. Investors who qualify as accredited investors do not have an annual limit.

Calculating Net Worth: each investor in a Reg CF must calculate his or her net worth. All assets are totaled, and all liabilities are subtracted from that total. For crowdfunding, the value of the investor’s primary residence is not included in the net worth calculation. The SEC’s Investor Bulletin Crowdfunding for Investors contains detailed and useful information about how to perform these calculations.

Cancellations/Changing Your Mind: Each investor has up to 48 hours prior to a rolling close, or 48 hours prior to the offering deadline, to change his or her mind and cancel the investment commitment for any reason. However, once the offering period is within 48 hours of ending, the investment may not be cancelled for any reason, even if the commitment is made during this period. Following the close on funds, the investor will receive securities in exchange for his or her investment. If the investment commitment is not cancelled 48 hours prior to the offering deadline or a rolling close, the funds will be released to the company by the escrow agent. If the investment commitment is cancelled before the 48-hour deadline, Castle Placement will direct the return of any funds that have been committed.

Common Stock: Conveys a portion of the ownership interest in the company to the holder of the security. Stockholders are usually entitled to receive dividends when and if declared, vote on corporate matters, and receive information about the company, including financial statements. This is the riskiest type of equity security since common stock is last in line to be paid if a company fails. You should read our discussion of the risks of early-stage investing here, and pay special attention to the fact that your investment will only make money if the company’s business succeeds. Common Stock is a long-term investment.

Preferred Stock: Stock that has priority over common stock as to dividend payments and/or the distribution of the assets of the company. Preferred stock can have the characteristics of either common stock or debt securities. While preferred stock gets paid ahead of common stock, it will still only be repaid on liquidation if there is money left over after the company’s debts are paid. In certain circumstances (such as an initial public offering or a corporate takeover) the preferred stock might be convertible into common stock (the riskiest class of equity). You should review the terms of the preferred stock to know when that might happen.

Convertible Note: This form of investment is popular because it allows investors to initially lend money to the company and later receive shares if new professional investors decide to invest. The sort of convertible note that is most often offered on the Castle Placement platform may limit the circumstances in which any part of the loan is repaid, and the note may only convert when specified events (such as a preferred stock offering of a specific amount) happens in the future. You will not know how much your investment is “worth” until that time, which may never happen. You should treat this sort of convertible note as having the same risks as common stock.

SAFE: Simple Agreement for Future Equity. The SAFE investor has the right to obtain equity when the company sells shares in a future financing, using a cheap and simple contract. SAFEs solve the difficult, time consuming, and expensive problem of valuing an early-stage startup, and documenting a priced equity investment. A SAFE is not a loan, does not have a legal obligation to be repaid, does not accrue interest, and does not have a maturity date.

Side by Side: A Side by Side offering refers to a deal that is raising capital under two offering types. For instance, a Side by Side offering may involve a raise under Regulation CF and Rule 506(c) of Regulation D.

Valuation Caps: The valuation caps reward early convertible note or SAFE investors. It sets the maximum price that your convertible security will convert into equity. To translate that into a share price, you divide the valuation cap by the series A valuation. Based on the valuation cap investors will be entitled to equity priced at the lower of the valuation cap or the pre-money valuation in the subsequent transaction.

Debt/Revenue Share: Securities in which the seller must repay the investor’s original investment amount at maturity plus interest. Debt securities are essentially loans to the company and the major risk they bear is that the company does not repay them, in which case they are likely to become worthless.

Post-Money Valuation: The valuation of the company after a new investment. Calculated by adding the pre-money valuation and the amount of the new investment.

Pre-Money Valuation: The valuation of the company prior to a new investment. This does not include the amount of the new investment. The marketplace (supply and demand) determines the pre-money valuation of a private company.

Valuation: What the company is considered to be worth by the marketplace. Based on the valuation, percentage ownership can be calculated. The price per share of the stock, by itself, does not provide any meaningful information.

Restrictions on Resale: The securities offered on Castle Placement are only suitable for potential investors who are familiar with and willing to accept the high risks associated with high risk and illiquid private investments. Securities sold through Castle Placement are restricted and not publicly traded and, therefore, cannot be sold unless registered with the SEC or an exemption from registration is available. You are generally restricted from reselling your shares for a one year period after they were issued, unless the shares are transferred:

to an accredited investor;

to the company that issued the securities;

as part of an offering registered with SEC;

to a family member (defined as a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships);

in connection with the investor’s death, divorce or similar circumstance;

to a trust controlled by the investor, or a trust created for the benefit of a family member.

Disclosures:

Promoters must clearly disclose in all communications on the platform the receipt of compensation and the fact that he or she is engaging in promotional activities on behalf of the issuer.

Disclosure regarding manner in which Castle Placement is compensated: Castle Placement receives a cash fee equal to a percentage of the capital that is raised by the company in this Reg CF and stock in the company equal to a percentage of the capital that is raised by the company in this Reg CF.

You must understand that the entire amount of your investment may be lost. Investing in securities involves risk, and you should not invest any funds unless you can afford to lose the entire amount of your investment.

There are restrictions on your ability to cancel an investment commitment and obtain a return of your investment. You will have up to 48 hours prior to the end of the offering period to change your mind and cancel your investment commitment for any reason. Once the offering period is within 48 hours of ending, you will not be able to cancel for any reason, even if you make a commitment during this period.

It may be difficult for you to resell the securities that you have acquired.

Castle Placement does just about all the work for your Reg CF:

You can focus on growing your business

Provide templates for your contract with investors (although Castle Placement does not provide legal advice; you need to consult with your legal counsel)

Help you set up an SPV to aggregate all investors into one entity on your cap table

Help you complete and submit your Form C

Provide you with escrow and transfer agents, introduce you to legal/compliance and accountants, and help facilitate contract signings, payments transfers, escrow, reminders, filings, and many, many more details – including having the funds wired to your corporate account

Help you create one or more SPVs in which a large number of investors can invest, instead of investing directly in the company

Benefits of a Reg CF for the issuer:

Quickly raise a significant amount of capital in an attractive structure

Makes venture capital investing available to everyone – not just high-net worth individuals and institutions

Like-minded people, clients, customers and friends can invest in your company

Anyone can invest as little as $100 in your company (in denominations as little at $100)

General solicitation: broadly advertise via email, digital advertising, in the press, or on social media – subject to regulatory compliance

Entire raise can be consolidated into one or more SPVs (investors get the same economic exposure and information rights as they would from a direct investment in the company)

You could have a massive crowd of rabid fans with a strong economic incentive to support you

Reg CF Requirements:

All Reg CF offerings must be made through a FINRA licensed broker/dealer like Castle Placement or a funding portal

Form C (a relatively simple information/disclosure document) must be filed with the SEC along with other items including past fundraising rounds, number of employees, large stakeholders, officers & directors, use of funds, material risks, etc.

Any statements made to the public (including on LinkedIn, Twitter, Facebook, etc.) before Form C is filed must include required disclosures, and a screenshot of each of statement must be filed with Form C

Advertisements must direct potential investors to the Castle Placement landing page for the offering, be factual, complete, and avoid “forward looking information”, projections, hyperbole, misleading information, or omission of important information

Advertisements cannot include the terms of the offering (use of funds, amount of securities offered, price and nature/type of the securities, closing date, status towards fundraising goal, etc.)

The SEC requires periodic fundraising progress updates on Form C-U and any amendments to the offering statement on Form C/A

Company financials must include revenues, cost of goods, taxes paid, net income, assets, cash, accounts receivable, short-term debt and long term debt

Investment limits are calculated from self-reported income and net worth, and previous amounts invested across all Regulation CF offerings

Two years of GAAP financials – must be reviewed by an independent CPA (audited financials are required for raises above $1.07 million). If the company was incorporated over six months ago and is raising over $1.07 million two years of GAAP format financials and an Independent Auditor’s Report are required. Castle Placement can introduce you to CPAs and legal/regulatory firms that are well-versed in Reg CF offerings, perform efficiently and quickly, and charge reasonable fees – or you may choose your own professionals

Company must wait 21 days after Form C is filed to withdraw funds

One year after closing, the company must file an annual report to update investors (includes a business discussion and CEO self-certified financial statements – no review or audit is required)

Frequently Asked Questions What is the Investment Process on Castle Placement?

You must open an account in order to invest, to commit to an investment or to communicate on the Castle Placement platform. This requires that you provide certain personal and non-personal information to Castle Placement and its affiliates and/or service providers, including information related to your income and net worth, and other investments. This information is used to verify you as a potential investor who is qualified to invest in investment opportunities posted on Castle Placement. For further information regarding the handling of your personal information, please see the Castle Placement Privacy Policy.

How much can an individual invest in a Reg CF transaction?

Anyone can invest in offerings under Regulation Crowdfunding. Because of the risks involved with this type of investing, however, you are limited in how much you can invest during any 12-month period in these transactions. The limitation on how much you can invest depends on your net worth and annual income. Accredited investors have no limit on how much they can invest.

Do investors pay fees?

Castle Placement receives fees based on a percentage of each investment made by each investor on the platform. The fee schedule is subject to change at any time and is disclosed in the offering document of the company.

How Does Castle Placement Get Paid?

Castle Placement makes money by charging a commission on the amount of investments raised by the issuer. This is subject to change at any time and is disclosed in the offering document of the company. The commission is usually a percentage of the capital raised, and usually is comprised of a cash fee and an equity fee.

Can Regulation Crowdfunding Securities be Purchased Directly from a Company?

No. Companies may not offer crowdfunding investments to directly. They must use a crowdfunding intermediary, such as a Financial Industry Regulatory Authority (FINRA) broker-dealer like Castle Placement or a funding portal. Each must be registered with the Securities Exchange Commission and FINRA.

What Proof of Ownership does the Investor receive?

The offering is “Book Entry” – this will operate as the proof of purchase. Electronic records will be held with the issuing company’s transfer agent or cap table management service. Once the purchase of stock is complete, the investor will receive a confirmation email with details of the investment which will include a Subscription Agreement countersigned by the issuing company.

What If the Target Investment Goals are Reached by the Issuing Company Early?

When the target offering amount has been met Castle Placement will notify investors by email. If the issuing company obtains its goal early, it can create a new target deadline at least five business days out. Investors will be notified of the new target deadline via email. Investor will then have the opportunity to cancel up to 48 hours before the new deadline. Regardless of their progress in meeting their funding target, campaigns must be live for a minimum of 21 days.

What Ways Can I Invest?

On the Castle Placement platform you can invest: i) individually; ii) from a self-directed IRA or 401K; iii) as a Trust, or iv) as an entity (such as an LLC or corporation).

If you or someone you know wants information about raising capital for a company, feel free to continue exploring our help section or reach out to a Castle Placement team member at rguico@castleplacement.com.

To learn more about crowdfunding, see the adopting release and complete text of Regulation Crowdfunding.

To read the May 10, 2017 SEC Investor Bulletin Crowdfunding for Investors, Click Here.

For additional investor educational information, see the SEC’s website for individual investors by clicking here.

3) Castle Placement’s Client Relationship Summary (CRS) Document

Castle Placement, LLC. (“Castle”, “we”, or “us”) is a registered with the Securities and Exchange Commission as a broker-dealer and member of FINRA/SIPC. This disclosure includes information about Castle’s services, fees and costs, and conflicts of interest that we are required to provide to you, as a retail investor. PLEASE RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS Investment products offered through Castle are not insured by the FDIC or any other federal government agency, are not deposits or other obligations of, or guaranteed by, a bank or any bank affiliate, and are subject to investment risks, including possible loss of the principal amount invested. Investments in equity crowdfundings and private placements are extremely illiquid, and your entire investment amount could be lost. Castle does not make recommendations of securities to investors The company issuing securities is Castle’s client If you are an investor, you are not a customer or client of Castle Brokerage and investment advisory services differ, and that it is important for you to understand these differences. We are not an investment advisor and do not provide investment advisory services, portfolio management, or advice or recommendations about your overall investment portfolio or the types of account(s) you should have. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers. What Investment Services and Advice can you Provide Me? We do not provide any investment services, advice or recommendations to you. Castle Investment Offerings: Our equity crowdfunding and private placement brokerage services include Regulation A+ broker/dealer services, Regulation Crowdfunding broker/dealer services, Regulation D broker/dealer services, and other investment banking services. All transactions are done on an agency basis by Castle. Castle’s client is the issuer and Castle gets paid its fee from the issuer. Castle Brokerage Services: Castle’s brokerage services include a variety of investment banking services. We do not provide you with investment recommendations. Castle acts in its capacity as a broker/dealer on behalf of its client, the issuer. We do not have a fiduciary obligation to you as an investor. Limits on Monitoring and Investment Discretion: Castle does not exercise discretionary investment authority for you (i.e., make decisions to buy or sell your investments without your direction) or monitor your investments for you. Accordingly, you are responsible for reviewing your investments to make sure your investments are appropriate for you, taking into consideration your current financial situation, existing investment portfolio, age, target returns, investment goals, and risk tolerance. Castle does not make recommendations of securities to investors. The company issuing securities is Castle’s client. If you are an investor, you are not a customer or client of Castle. Do you Provide Investment Services, Advice, or Recommendations to Me? No. We do not provide recommendations. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide you. Here is an example to help you understand what this means: Compensation we receive from issuers of securities when we sell certain investments. We only offer agency brokerage services to retail investors, including executing transactions in private placements and other exempt offerings under Reg CF, Reg A+, and Reg D, for issuers we represent. We do not offer investment services, advice or recommendations. We do not open brokerage accounts for investors. For further clarification, as a retail investor that is considering or actually does invest in a transaction listed on Castle’s website or otherwise marketed by us, you are not our client. Our client is the issuer of the securities. Any services provided by Castle to retail investors are done so on behalf of our client, the issuer of these securities. Since retail investors in these securities are not clients of Castle and do not have accounts with Castle, Castle does not obtain any investor’s specific investment profile or circumstances (current investment portfolio, income, expenses, dependents, health, goals, risk tolerance, return objectives, other obligations/liabilities, etc.). Therefore, Castle is not in a position to, and does not, make any recommendations as to whether these securities are appropriate for a specific investor or in a specific investor’s best interest. Further, any advertisements, emails and/or any other communication received by retail investors in connection with offerings contain information and representations from the Issuer – they are not recommendations by Castle to purchase these securities or representations made by Castle, and they are not a call to action for you to invest. Your decision to invest is yours alone, with the help of your professional and legal advisors. Limitations to these offerings include: they are extremely risky and you could lose your entire investment; they are illiquid and speculative; they may not be suitable for you; the required minimum investment may be high; some offerings are only available to accredited investors or are subject to other restrictions; and fees and expenses are higher than other investments, and will reduce your return of and/or on your investment. Other risks are described more fully on our website, and in the offering materials for each investment. A particular risk to our business model is that we do not offer a diversified menu of private investments; we narrowly focus on offering securities of issuers for which we serve as managing dealer or placement agent, and the scope of our product offering is therefore limited compared to a broker that is offering you recommendations or advice. Our brokerage business is narrowly focused on the sale of securities issued by the companies that we represent. We are an issuer’s agent, which means that unless we have a written agreement with you to the contrary, we are not your agent and we do not give advice or make recommendations about specific securities, types of securities or investment strategies involving securities to you. To the extent that a solicitation or call to action is deemed to be a recommendation under U.S. law or regulation, you should be aware that we are inherently conflicted with your interests, and you should seek advice from an investment advisor or a broker who will act as your agent. What Fees Will I Pay? Brokerage Services: The primary fees you pay for Castle’s brokerage services are “transaction-based” fees. These fees are typically called “commissions” or “brokerage fees”. These fees vary depending on the investment product you select, the capacity in which we act, and the size of the transaction, and are charged up-front when you purchase the investment. You pay fees in connection with your investments, directly or indirectly through the issuer (or its sponsor) that has retained us, through which you make your investment. These fees vary depending on the issuer and type of security. Review the offering materials for each offering for a full discussion of fees and costs. Since we are the agent of the issuers, and are compensated by the issuers, we have a conflict of interest in that we have an incentive to sell you securities from which we stand to profit most. Certain securities pay us, as broker, higher fees than others, and this creates an incentive for us to sell you securities on which we receive higher fees. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. If you lose money on your investment, the fees paid will increase those losses. Contact us for more information if you have questions about fees or expenses related to a product or service. We do not provide advice or recommendations about securities, investment strategies, or investment accounts. If you seek such advice, you should establish a relationship with an investment advisor or broker to serve as your agent. If a solicitation or call to action were deemed to be a recommendation under U.S. law or regulations, then we would be subject to Regulation BI and we would be required to act in your best interest and not put our interest ahead of yours. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they could affect your investment results. Description of Other Fees and Costs: None What are Your Legal Obligations to Me when Providing Recommendations? How else does your Firm Make Money and what Conflicts of Interests do you Have? Castle does not make any recommendations whatsoever regarding your investment. All of our activities are done in a broker-dealer capacity. We are not an investment adviser and we do not provide investment advisory services. A conflict of interest is a situation in which Castle engages in a transaction or activity where our interest is materially averse to your interest. Potential conflicts of interest may exist when we provide services to you. The mere presence of a conflict of interest does not imply that harm to your interests will occur, but it is important that we acknowledge the presence of such conflicts. Moreover, our regulatory obligations require that we establish, maintain, and enforce written policies and procedures reasonably designed to address potential conflicts of interest associated with any recommendations to you. We take these obligations very seriously. It is important for investors to understand that the investor is not a customer or client of Castle, and Castle does not make recommendations of securities to investors. Furthermore, when someone invests in one of our transactions Castle receives a success fee (a percentage of the amount invested) from the issuer. This creates an inherent conflict of interest for Castle, and the investor should consider this when making his or her investment decision. Typically, our conflicts of interest are the result of compensation structures and other financial arrangements among Castle, our Registered Representatives, and our clients. Securities rules allow for us, our Registered Representatives, and our affiliates to earn compensation when we provide brokerage services to you. However, the compensation that we and our Registered Representatives receive varies based upon the product or service you purchase, which may create a financial incentive to recommend investment products and services that generate greater compensation to Castle. This could significantly impact your investment returns. Castle is committed to taking appropriate steps to identify, mitigate and avoid conflicts of interest. Below you will find additional information related to potential conflicts of interest. This information is not intended to be an all-inclusive list of potential conflicts, but generally describes those conflicts that may be material to you as an investor in Castle transactions. In addition to this disclosure, conflicts of interest are disclosed to you in various agreement(s) and disclosure documents and other information we make available to you, including on our website at www.castleplacement.com. How do Your Financial Professionals Make Money? Castle has both salaried personnel and independent contractors. Our salaried personnel (some of whom are registered representatives) receive a salary and discretionary bonus based upon their individual performance and firm performance. Our employees are prohibited from giving advice or making recommendations with respect to securities or investment strategies. Our independent contractors are registered representatives. They receive a portion of upfront fees paid to us, and commissions for the sales of securities issued. Our registered representatives, like our employees, are prohibited from giving advice or making recommendations with respect to securities or investment strategies. All of our employees and independent contractors are agency brokers, not advisors. Compensation is tied directly or derives from sales by us, which significantly makes worse the conflicts of interest described herein. Do You or Your Financial Professionals Have Legal or Disciplinary History Yes. While the firm does not have a legal or disciplinary history, certain registered representatives have a legal or disciplinary history to report. See investor.gov/CRS and brokercheck.finra.org/.

CONVERSATION STARTERS: Ask your financial professional:

• How are you and your firm compensated? Are there any conflicts?

• What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean?

• Given my financial situation, should I choose a brokerage service? Why or why not?

• How will you choose investments to recommend to me based on my financial situation?

• What services do you and your firm offer?

• Who is my primary contact person? Is he or she a representative of an investment advisor or broker dealer? Who can I talk to if I have concerns about how this person is treating me?

• Help me understand how these fees and costs might affect my investments? If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me?

• How might your conflicts of interest affect me, and how will you address them?

• As a financial professional, do you have any disciplinary history? For what type of conduct? For additional information about our brokerage services or to obtain an updated copy of this Client Relationship Summary, please visit our website at www.castleplacement.com, call us at (212) 418-1180 or contact us in writing at Castle Placement, LLC, Attn: Compliance, 1460 Broadway, New York, NY 10036. CASTLE PLACEMENT, LLC - Member FINRA/SIPC
I acknowledge that I have read the 1) Important Disclosures Regarding Reg CF; 2) Reg CF Education Material; and 3) Castle Placement’s Client Relationship Summary (CRS) Document *
I acknowledge that I have read the 1) Important Disclosures Regarding Reg CF; 2) Reg CF Education Material; and 3) Castle Placement’s Client Relationship Summary (CRS) Document

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Please review the Subscription Agreement below. Note that this is a read-only electronic document. You will not be executing this document on this panel. After you complete your review, please check the box below that states: “I acknowledge that I have read the Subscription Agreement” and click Next. In the next panel you will electronically sign the Subscription Agreement. Thank you.
SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IT IS NOT REVIEWED IN ANY WAY BY THE SEC. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY CASTLE PLACEMENT, LLC (THE “PLATFORM”) AND USING THE BROKER-DEALER SERVICES OF CASTLE PLACEMENT, LLC (THE “INTERMEDIARY”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4(e). THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING STATEMENT OR ANY OF THE OTHER MATERIALS AVAILABLE ON THE INTERMEDIARY’S WEBSITE (COLLECTIVELY, THE “OFFERING MATERIALS”) OR ANY COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING.  NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE.  EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

TO:   Bitsaver Inc

1540 International Pkwy, Ste 3030, Lake Mary, FL 32746



Ladies and Gentlemen:

Subscription.

The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase of securities. Subject to the terms and conditions of this Subscription Agreement, the Company hereby agrees to sell to you, and you hereby agree to purchase from the Company, the number of shares of the Class A Common Stock that equates to your investment amount at a share price of $1.00 per share (the “Shares”) as stated in the investment application completed and signed by you electronically at https://castleplacement.com/portfolio/[Landing Page url]. The rights of the Securities are as set forth in the Fourth Amended and Restated Articles of Incorporation, and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document.

By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.

This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

The aggregate value of Securities sold shall not exceed $5,000,000 (the “Oversubscription Offering”). The Company may accept subscriptions until 02/27/2024 (the “Termination Date”). Providing that subscriptions for 5,000,000 shares of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect.

Purchase Procedure.

Payment. The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement, which signature and delivery may take place through digital online means. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities in accordance with the online payment process established by the Intermediary.

Escrow arrangements. Payment for the Securities shall be received by Wilmington Trust, National Association (the “Escrow Agent”) from the undersigned by transfer of immediately available funds or other means approved by the Company prior to the applicable Closing, in the amount as set forth in Appendix A on the signature page hereto and otherwise in accordance with Intermediary’s payment processing instructions. Upon such Closing, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Colonial Stock Transfer Company, Inc (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation CF.

Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

Organization and Standing. The Company is a Corporation duly formed, validly existing and in good standing under the laws of the State of Nevada. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

Eligibility of the Company to Make an Offering under Section 4(a)(6). The Company is eligible to make an offering under Section 4(a)(6) of the Securities Act and the rules promulgated thereunder by the SEC.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate actions on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

No filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Section 4(a)(6) of the Securities Act or the rules promulgated thereunder or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

Financial statements. Complete copies of the Company’s financial statements consisting of the statement of financial position of the Company at December 2022 and the related consolidated statements of income and cash flows for the two-year period then ended (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Statement and on the Intermediary’s website. The Financial Statements are based on the books and records of the Company and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. Fordham & Co LLP, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC. The Financial Statements comply with the requirements of Rule 201 of Regulation Crowdfunding, as promulgated by the SEC.

Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in the Offering Materials.

Litigation. Except as set forth in the Offering Statement, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of the Subscriber’s respective Closing Date(s):

Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

Resales. Subscriber agrees that during the one-year period beginning on the date on which it acquired Securities pursuant to this Subscription Agreement, it shall not transfer such Securities except:

To the Company;

To an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act;

As part of an offering registered under the Securities Act with the SEC; or

To a member of the Subscriber’s family or the equivalent, to a trust controlled by the Subscriber, to a trust created for the benefit of a member of the family of the Subscriber or equivalent, or in connection with the death or divorce of the Subscriber or other similar circumstance.

Investment Limits. Subscriber represents that either:

Subscriber meets the definition of Accredited Investor under Rule 501 as set forth in Appendix A; or

Subscriber’s net worth or annual income is less than $107,000, and that the amount it is investing pursuant to this Subscription Agreement, together with all other amounts invested in offerings under Section 4(a)(6) of the Securities Act within the previous 12 months, does not exceed the greater of (A) 5% of the greater of its annual income or net worth, or (B) $2,200; or

Both of Subscriber’s net worth and annual income are more than $107,000, and that the amount it is investing pursuant to this Subscription Agreement, together with all other amounts invested in offerings under Section 4(a)(6) of the Securities Act within the previous 12 months, does not exceed 10% of the greater of its annual income or net worth, and does not exceed $107,000.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

Shareholder information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

Company Information. Subscriber has read the Offering Statement. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Form C. Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the closing of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Nevada.

EACH OF THE SUBSCRIBERS AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF NEVADA AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBERS AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBERS AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

If to the Company, to:

Attention: Rick DiBiase – CEO

Bitsaver Inc

1540 International Pkwy, Ste 3030, Lake Mary, FL 32746

Rick@bitsaver.com

cc:

Callie Jones

175 S Main St, Salt Lake City, UT 84111

callie@bcjlaw.com

If to a Subscriber, to Subscriber’s address as shown on the signature page hereto

or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

Miscellaneous.

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

This Subscription Agreement is not transferable or assignable by Subscriber.

The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

The terms and provisions of this Subscription Agreement, specifically Sections 4(f), 5 and 6 of this Agreement, shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement.

The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the platform of the intermediary (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber; (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company; and (c) each party's execution and delivery of this Subscription Agreement as provided in this section establishes such party's acceptance of the terms and conditions of this Subscription Agreement.

[SIGNATURE PAGE FOLLOWS]

Bitsaver Inc

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase Class A Common Stock of Bitsaver Inc, by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

The number of Securities of Class A Common Stock the undersigned hereby irrevocably subscribes for is:

_____________

(print number of Securities)

The aggregate purchase price (based on a purchase price of $1.00 per share for the Class A Common Stock the undersigned hereby irrevocably subscribes for is:

$_____________

(print aggregate purchase price)

The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of:

___________________________________________

(print name of owner or joint owners)

If the Securities are to be purchased in joint names, both Subscribers must sign:

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This Subscription is accepted

on _____________, 2023

Bitsaver Inc.

By: [Signature]_______________________

Name: Rick DiBiase

Title: CEO

APPENDIX A

An accredited investor, as defined in Rule 501(a) of the Securities Act of 1933, as amended, includes the following categories of investor:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000.

Except as provided in paragraph (5)(ii) of this section, for purposes of calculating net worth under this paragraph (5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

Paragraph (5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

Such right was held by the person on July 20, 2010;

The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

(C) The person held securities of the same issuer, other than such right, on July 20, 2010.

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and

(8) Any entity in which all of the equity owners are accredited investors;

(9) Any entity, of a type of not listed in paragraphs (1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

(10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status.

(11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

(12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):

(i) With assets under management in excess of $5,000,000,

That is not formed for the specific purpose of acquiring the securities offered, and

(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and

(13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (12)(iii).

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Type of Shares: Common

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I acknowledge that the entry of my name in the field below represents my e-signature of the Subscription Agreement, and represents my agreement to be bound by the Subscription Agreement in conjunction with the information that I have provided in this InvestNow portal, that I have reviewed the SEC Filing in connection with this offering, and that I consent to the electronic delivery of all materials in connection with my investment.
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I have previously invested in crowdfund offerings in the last 12 months
I have previously invested in crowdfund offerings in the last 12 months
Total of all other Reg CF investments I have made in the past 12 months *
Total of this investment and all other Reg CF investments you have made in the prior 12 months
I am an accredited investor.
I am an accredited investor.
If your investment amount is greater than $2,200 (including all other Reg CF investments you made in the past 12 months) please provide the following information (this information is only used to determine if you have an investment limit):
Yearly Income *
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The above includes my spouse's income and net worth.
The above includes my spouse's income and net worth.
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Investors must be at least 18 years old.
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A financial advisor is assisting me or is filing out these forms on behalf of the investor.
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Identity Check

Our FINRA Broker Dealer is required to keep on file a form that accurately describes who you are. This is "Know Your Client" information.

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1) Important Disclosures Regarding Reg CF; 2) Reg CF Education Material; and 3) Castle Placement’s Client Relationship Summary (CRS) Document

1) Important Disclosures Regarding Reg CF

Please review the following important information:

- Promoters must clearly disclose in all communications on the platform the receipt of compensation and the fact that he or she is engaging in promotional activities on behalf of the issuer.

- Disclosure regarding manner in which Castle Placement is compensated: Castle Placement receives a cash fee equal to a percentage of the capital that is raised by the company in this Reg CF and stock in the company equal to a percentage of the capital that is raised by the company in this Reg CF.

- You must understand that the entire amount of your investment may be lost. Investing in securities involves risk, and you should not invest any funds unless you can afford to lose the entire amount of your investment.

- There are restrictions on your ability to cancel an investment commitment and obtain a return of your investment. You will have up to 48 hours prior to the end of the offering period to change your mind and cancel your investment commitment for any reason. Once the offering period is within 48 hours of ending, you will not be able to cancel for any reason, even if you make a commitment during this period.

- It may be difficult for you to resell the securities that you have acquired.

2) Reg CF Educational Material - Overview of Reg CF

The SEC requires Castle Placement to post educational materials for prospective investors on our site. These materials are a great start to educate yourself and understand the risks of making crowdfunding investments. However, there are several additional steps you must take to make a responsible investment decision, including completion of a thorough investigation of the issuing company and participation in our online forum. The online forum allows you to ask the issuing company questions, interact with other investors, and study the benefits, detriments, and risks of each investment opportunity.

Equity crowdfunding allows the general public to participate in venture capital and private equity investing. Companies can use crowdfunding to offer and sell securities to the investing public – anyone can invest in a crowdfunding securities offering.

Pursuant to Rule 302(b) of Securities and Exchange Commission (“SEC”) Regulation Crowdfunding under the Securities Act of 1933 (Title III of the JOBS Act), as amended (the “Securities Act”), it is required that all potential investors who open an account on Castle Placement.com and/or commit to purchasing securities receive and acknowledge certain educational information from Castle Placement related to the posting of securities offerings on the Castle Placement platform, including:

(i) The process for the offer, purchase and issuance of securities through the intermediary and the risks associated with purchasing securities offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6));

(ii) The types of securities offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) available for purchase on the intermediary’s platform and the risks associated with each type of security, including the risk of having limited voting power as a result of dilution;

(iii) The restrictions on the resale of a security offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6));

(iv) The types of information that an issuer is required to provide under § 227.202, the frequency of the delivery of that information and the possibility that those obligations may terminate in the future;

(v) The limitations on the amounts an investor may invest pursuant to § 227.100(a)(2);

(vi) The limitations on an investor’s right to cancel an investment commitment and the circumstances in which an investment commitment may be cancelled by the issuer;

(vii) The need for the investor to consider whether investing in a security offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) is appropriate for that investor;

(viii) That following completion of an offering conducted through the intermediary, there may or may not be any ongoing relationship between the issuer and intermediary;

(ix) That under certain circumstances an issuer may cease to publish annual reports and, therefore, an investor may not continually have current financial information about the issuer;

(x) The risks of investing in such securities;

(xi) How securities are offered and purchased;

(xii) Investment limits for certain investors;

(xiii) The types of securities offered and any resale restrictions on such securities;

(xiv) The disclosure generally required to be made available by issuers offering securities on the Castle Placement platform; and

(xv) The relationship among Castle Placement, the companies issuing securities and investors.

Please review the important educational information below before you begin to register on Castle Placement and before you make any investment commitment.

Castle Placement, LLC: Castle Placement is a FINRA licensed investment banking platform that connects issuing companies with investors, including through equity crowdfunding.

Regulation CrowdFunding (Reg CF): an equity crowdfunding regulation that allows companies to raise capital efficiently and investors to invest capital efficiently.

Enacted in 2016 and significantly expanded in 2021

$5 million per year

Light disclosure required

Anyone (including non-accredited investors) can invest

General solicitation/advertising permitted (subject to restrictions)

Form C: Prior to launching a Section 4(a)(6) equity crowdfunding campaign, the issuer is required to complete and submit a Form C to the SEC together with required attachments. Companies that file a Form C are required to disclose certain information to the public which can be used to understand an investment and that helps determine whether a particular investment is appropriate for a specific person. This includes general information about the issuer, its officers and directors, a description of the business, the planned use for the money raised from the offering, often called the use of proceeds, the target offering amount, the deadline for the offering, related-party transactions, risks specific to the issuer or its business, and financial information about the issuer.

Material Changes: If the issuer makes a material change to the offering terms (e.g., the total amount of the offering, the type of security, etc.) or other information disclosed to investors, including if the deadline is extended, each investor will be given five business days to reconfirm his or her investment commitment. If the investor does not reconfirm, their investment will be cancelled, and their funds will be returned. In addition, if the issuer makes a material change an amendment must be filed with the SEC.

Annual Filing Obligation of Issuers: Each issuer that successfully completes a Title III Regulation Crowdfunding securities offering is required to annually file with the SEC a Form C-AR and financial statements. This must be done no later than 120 days after the end of the Issuer’s fiscal year covered by such filing. Each Issuer must also post its Form C-AR and financial statements to its own website, and that link must be provided along with the date by which such report will be available on the issuer’s website. The Form C-AR contains updated disclosure substantially similar to that provided in the issuer’s initial Form C, including information on the issuer’s size, location, principals and employees, business, plan of operations and the risks of investment in the Issuer’s securities; however, offering-specific disclosure is not required to be disclosed in the Form C-AR. Investors should be aware that an issuer may no longer be required to continue its annual reporting obligations under certain circumstances. In the event that an issuer ceases to make annual flings, investors may no longer have current financial information about the Issuer available to them. An issuer must continue to comply with the ongoing reporting requirements until one of the following occurs:

(1) The issuer is required to file reports under section 13(a) or section 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d));

(2) The issuer has filed, since its most recent sale of securities pursuant to this part, at least one annual report pursuant to this section and has fewer than 300 holders of record;

(3) The issuer has filed, since its most recent sale of securities pursuant to this part, the annual reports required pursuant to this section for at least the three most recent years and has total assets that do not exceed $10,000,000;

(4) The issuer or another party repurchases all of the securities issued in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)), including any payment in full of debt securities or any complete redemption of redeemable securities; or

(5) The issuer liquidates or dissolves its business in accordance with state law.

Audit: An audit provides a higher level of scrutiny by the accountant than a review. The required information is filed with the SEC and posted at the start of the offering on the Castle Placement platform and available to the public throughout the offering on the Castle Placement and SEC sites. It is available to the general public on both websites throughout the offering period – which must be a minimum of 21 days.

Reviewed Financials: A review of an organization’s financial statements provides a report issued by a CPA which expresses that the financial statements are free from material misstatement. A review provides limited assurance on an organization’s financial statements. During a review, inquiries and analytical procedures present a reasonable basis for expressing limited assurance that no material modifications to the financial statements are necessary; they are in conformity with generally accepted accounting principles.

GAAP Financials: All companies raising funds under Regulation CF must provide financial statements prepared in accordance with generally accepted accounting principles (GAAP). For companies incorporated over 120 days ago, GAAP financials must include a cover page, balance sheet, income statement, statement of cash flows, statement of stockholder’s equity, and foot notes (typically 2 -5 pages including accounting methodologies used, an explanation of your taxes, a summary of any debt, and a summary of outstanding equity).

Investment Limitations: Because of the risks involved with this type of investing, you are limited in how much you can invest during any 12-month period in these transactions. The limitation on how much you can invest depends on your net worth and annual income. If either your annual income or your net worth is less than $107,000, then during any 12-month period, you can invest up to the greater of either $2,200 or 5% of the greater of your annual income or net worth. If both your annual income and your net worth are equal to or more than $107,000, then during any 12-month period, you can invest up to 10% of annual income or net worth, whichever is greater, but not to exceed $107,000 for all crowdfunding offerings in any 12-month period. Investors who qualify as accredited investors do not have an annual limit.

Calculating Net Worth: each investor in a Reg CF must calculate his or her net worth. All assets are totaled, and all liabilities are subtracted from that total. For crowdfunding, the value of the investor’s primary residence is not included in the net worth calculation. The SEC’s Investor Bulletin Crowdfunding for Investors contains detailed and useful information about how to perform these calculations.

Cancellations/Changing Your Mind: Each investor has up to 48 hours prior to a rolling close, or 48 hours prior to the offering deadline, to change his or her mind and cancel the investment commitment for any reason. However, once the offering period is within 48 hours of ending, the investment may not be cancelled for any reason, even if the commitment is made during this period. Following the close on funds, the investor will receive securities in exchange for his or her investment. If the investment commitment is not cancelled 48 hours prior to the offering deadline or a rolling close, the funds will be released to the company by the escrow agent. If the investment commitment is cancelled before the 48-hour deadline, Castle Placement will direct the return of any funds that have been committed.

Common Stock: Conveys a portion of the ownership interest in the company to the holder of the security. Stockholders are usually entitled to receive dividends when and if declared, vote on corporate matters, and receive information about the company, including financial statements. This is the riskiest type of equity security since common stock is last in line to be paid if a company fails. You should read our discussion of the risks of early-stage investing here, and pay special attention to the fact that your investment will only make money if the company’s business succeeds. Common Stock is a long-term investment.

Preferred Stock: Stock that has priority over common stock as to dividend payments and/or the distribution of the assets of the company. Preferred stock can have the characteristics of either common stock or debt securities. While preferred stock gets paid ahead of common stock, it will still only be repaid on liquidation if there is money left over after the company’s debts are paid. In certain circumstances (such as an initial public offering or a corporate takeover) the preferred stock might be convertible into common stock (the riskiest class of equity). You should review the terms of the preferred stock to know when that might happen.

Convertible Note: This form of investment is popular because it allows investors to initially lend money to the company and later receive shares if new professional investors decide to invest. The sort of convertible note that is most often offered on the Castle Placement platform may limit the circumstances in which any part of the loan is repaid, and the note may only convert when specified events (such as a preferred stock offering of a specific amount) happens in the future. You will not know how much your investment is “worth” until that time, which may never happen. You should treat this sort of convertible note as having the same risks as common stock.

SAFE: Simple Agreement for Future Equity. The SAFE investor has the right to obtain equity when the company sells shares in a future financing, using a cheap and simple contract. SAFEs solve the difficult, time consuming, and expensive problem of valuing an early-stage startup, and documenting a priced equity investment. A SAFE is not a loan, does not have a legal obligation to be repaid, does not accrue interest, and does not have a maturity date.

Side by Side: A Side by Side offering refers to a deal that is raising capital under two offering types. For instance, a Side by Side offering may involve a raise under Regulation CF and Rule 506(c) of Regulation D.

Valuation Caps: The valuation caps reward early convertible note or SAFE investors. It sets the maximum price that your convertible security will convert into equity. To translate that into a share price, you divide the valuation cap by the series A valuation. Based on the valuation cap investors will be entitled to equity priced at the lower of the valuation cap or the pre-money valuation in the subsequent transaction.

Debt/Revenue Share: Securities in which the seller must repay the investor’s original investment amount at maturity plus interest. Debt securities are essentially loans to the company and the major risk they bear is that the company does not repay them, in which case they are likely to become worthless.

Post-Money Valuation: The valuation of the company after a new investment. Calculated by adding the pre-money valuation and the amount of the new investment.

Pre-Money Valuation: The valuation of the company prior to a new investment. This does not include the amount of the new investment. The marketplace (supply and demand) determines the pre-money valuation of a private company.

Valuation: What the company is considered to be worth by the marketplace. Based on the valuation, percentage ownership can be calculated. The price per share of the stock, by itself, does not provide any meaningful information.

Restrictions on Resale: The securities offered on Castle Placement are only suitable for potential investors who are familiar with and willing to accept the high risks associated with high risk and illiquid private investments. Securities sold through Castle Placement are restricted and not publicly traded and, therefore, cannot be sold unless registered with the SEC or an exemption from registration is available. You are generally restricted from reselling your shares for a one year period after they were issued, unless the shares are transferred:

to an accredited investor;

to the company that issued the securities;

as part of an offering registered with SEC;

to a family member (defined as a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships);

in connection with the investor’s death, divorce or similar circumstance;

to a trust controlled by the investor, or a trust created for the benefit of a family member.

Disclosures:

Promoters must clearly disclose in all communications on the platform the receipt of compensation and the fact that he or she is engaging in promotional activities on behalf of the issuer.

Disclosure regarding manner in which Castle Placement is compensated: Castle Placement receives a cash fee equal to a percentage of the capital that is raised by the company in this Reg CF and stock in the company equal to a percentage of the capital that is raised by the company in this Reg CF.

You must understand that the entire amount of your investment may be lost. Investing in securities involves risk, and you should not invest any funds unless you can afford to lose the entire amount of your investment.

There are restrictions on your ability to cancel an investment commitment and obtain a return of your investment. You will have up to 48 hours prior to the end of the offering period to change your mind and cancel your investment commitment for any reason. Once the offering period is within 48 hours of ending, you will not be able to cancel for any reason, even if you make a commitment during this period.

It may be difficult for you to resell the securities that you have acquired.

Castle Placement does just about all the work for your Reg CF:

You can focus on growing your business

Provide templates for your contract with investors (although Castle Placement does not provide legal advice; you need to consult with your legal counsel)

Help you set up an SPV to aggregate all investors into one entity on your cap table

Help you complete and submit your Form C

Provide you with escrow and transfer agents, introduce you to legal/compliance and accountants, and help facilitate contract signings, payments transfers, escrow, reminders, filings, and many, many more details – including having the funds wired to your corporate account

Help you create one or more SPVs in which a large number of investors can invest, instead of investing directly in the company

Benefits of a Reg CF for the issuer:

Quickly raise a significant amount of capital in an attractive structure

Makes venture capital investing available to everyone – not just high-net worth individuals and institutions

Like-minded people, clients, customers and friends can invest in your company

Anyone can invest as little as $100 in your company (in denominations as little at $100)

General solicitation: broadly advertise via email, digital advertising, in the press, or on social media – subject to regulatory compliance

Entire raise can be consolidated into one or more SPVs (investors get the same economic exposure and information rights as they would from a direct investment in the company)

You could have a massive crowd of rabid fans with a strong economic incentive to support you

Reg CF Requirements:

All Reg CF offerings must be made through a FINRA licensed broker/dealer like Castle Placement or a funding portal

Form C (a relatively simple information/disclosure document) must be filed with the SEC along with other items including past fundraising rounds, number of employees, large stakeholders, officers & directors, use of funds, material risks, etc.

Any statements made to the public (including on LinkedIn, Twitter, Facebook, etc.) before Form C is filed must include required disclosures, and a screenshot of each of statement must be filed with Form C

Advertisements must direct potential investors to the Castle Placement landing page for the offering, be factual, complete, and avoid “forward looking information”, projections, hyperbole, misleading information, or omission of important information

Advertisements cannot include the terms of the offering (use of funds, amount of securities offered, price and nature/type of the securities, closing date, status towards fundraising goal, etc.)

The SEC requires periodic fundraising progress updates on Form C-U and any amendments to the offering statement on Form C/A

Company financials must include revenues, cost of goods, taxes paid, net income, assets, cash, accounts receivable, short-term debt and long term debt

Investment limits are calculated from self-reported income and net worth, and previous amounts invested across all Regulation CF offerings

Two years of GAAP financials – must be reviewed by an independent CPA (audited financials are required for raises above $1.07 million). If the company was incorporated over six months ago and is raising over $1.07 million two years of GAAP format financials and an Independent Auditor’s Report are required. Castle Placement can introduce you to CPAs and legal/regulatory firms that are well-versed in Reg CF offerings, perform efficiently and quickly, and charge reasonable fees – or you may choose your own professionals

Company must wait 21 days after Form C is filed to withdraw funds

One year after closing, the company must file an annual report to update investors (includes a business discussion and CEO self-certified financial statements – no review or audit is required)

Frequently Asked Questions What is the Investment Process on Castle Placement?

You must open an account in order to invest, to commit to an investment or to communicate on the Castle Placement platform. This requires that you provide certain personal and non-personal information to Castle Placement and its affiliates and/or service providers, including information related to your income and net worth, and other investments. This information is used to verify you as a potential investor who is qualified to invest in investment opportunities posted on Castle Placement. For further information regarding the handling of your personal information, please see the Castle Placement Privacy Policy.

How much can an individual invest in a Reg CF transaction?

Anyone can invest in offerings under Regulation Crowdfunding. Because of the risks involved with this type of investing, however, you are limited in how much you can invest during any 12-month period in these transactions. The limitation on how much you can invest depends on your net worth and annual income. Accredited investors have no limit on how much they can invest.

Do investors pay fees?

Castle Placement receives fees based on a percentage of each investment made by each investor on the platform. The fee schedule is subject to change at any time and is disclosed in the offering document of the company.

How Does Castle Placement Get Paid?

Castle Placement makes money by charging a commission on the amount of investments raised by the issuer. This is subject to change at any time and is disclosed in the offering document of the company. The commission is usually a percentage of the capital raised, and usually is comprised of a cash fee and an equity fee.

Can Regulation Crowdfunding Securities be Purchased Directly from a Company?

No. Companies may not offer crowdfunding investments to directly. They must use a crowdfunding intermediary, such as a Financial Industry Regulatory Authority (FINRA) broker-dealer like Castle Placement or a funding portal. Each must be registered with the Securities Exchange Commission and FINRA.

What Proof of Ownership does the Investor receive?

The offering is “Book Entry” – this will operate as the proof of purchase. Electronic records will be held with the issuing company’s transfer agent or cap table management service. Once the purchase of stock is complete, the investor will receive a confirmation email with details of the investment which will include a Subscription Agreement countersigned by the issuing company.

What If the Target Investment Goals are Reached by the Issuing Company Early?

When the target offering amount has been met Castle Placement will notify investors by email. If the issuing company obtains its goal early, it can create a new target deadline at least five business days out. Investors will be notified of the new target deadline via email. Investor will then have the opportunity to cancel up to 48 hours before the new deadline. Regardless of their progress in meeting their funding target, campaigns must be live for a minimum of 21 days.

What Ways Can I Invest?

On the Castle Placement platform you can invest: i) individually; ii) from a self-directed IRA or 401K; iii) as a Trust, or iv) as an entity (such as an LLC or corporation).

If you or someone you know wants information about raising capital for a company, feel free to continue exploring our help section or reach out to a Castle Placement team member at rguico@castleplacement.com.

To learn more about crowdfunding, see the adopting release and complete text of Regulation Crowdfunding.

To read the May 10, 2017 SEC Investor Bulletin Crowdfunding for Investors, Click Here.

For additional investor educational information, see the SEC’s website for individual investors by clicking here.

3) Castle Placement’s Client Relationship Summary (CRS) Document

Castle Placement, LLC. (“Castle”, “we”, or “us”) is a registered with the Securities and Exchange Commission as a broker-dealer and member of FINRA/SIPC. This disclosure includes information about Castle’s services, fees and costs, and conflicts of interest that we are required to provide to you, as a retail investor. PLEASE RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS Investment products offered through Castle are not insured by the FDIC or any other federal government agency, are not deposits or other obligations of, or guaranteed by, a bank or any bank affiliate, and are subject to investment risks, including possible loss of the principal amount invested. Investments in equity crowdfundings and private placements are extremely illiquid, and your entire investment amount could be lost. Castle does not make recommendations of securities to investors The company issuing securities is Castle’s client If you are an investor, you are not a customer or client of Castle Brokerage and investment advisory services differ, and that it is important for you to understand these differences. We are not an investment advisor and do not provide investment advisory services, portfolio management, or advice or recommendations about your overall investment portfolio or the types of account(s) you should have. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers. What Investment Services and Advice can you Provide Me? We do not provide any investment services, advice or recommendations to you. Castle Investment Offerings: Our equity crowdfunding and private placement brokerage services include Regulation A+ broker/dealer services, Regulation Crowdfunding broker/dealer services, Regulation D broker/dealer services, and other investment banking services. All transactions are done on an agency basis by Castle. Castle’s client is the issuer and Castle gets paid its fee from the issuer. Castle Brokerage Services: Castle’s brokerage services include a variety of investment banking services. We do not provide you with investment recommendations. Castle acts in its capacity as a broker/dealer on behalf of its client, the issuer. We do not have a fiduciary obligation to you as an investor. Limits on Monitoring and Investment Discretion: Castle does not exercise discretionary investment authority for you (i.e., make decisions to buy or sell your investments without your direction) or monitor your investments for you. Accordingly, you are responsible for reviewing your investments to make sure your investments are appropriate for you, taking into consideration your current financial situation, existing investment portfolio, age, target returns, investment goals, and risk tolerance. Castle does not make recommendations of securities to investors. The company issuing securities is Castle’s client. If you are an investor, you are not a customer or client of Castle. Do you Provide Investment Services, Advice, or Recommendations to Me? No. We do not provide recommendations. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide you. Here is an example to help you understand what this means: Compensation we receive from issuers of securities when we sell certain investments. We only offer agency brokerage services to retail investors, including executing transactions in private placements and other exempt offerings under Reg CF, Reg A+, and Reg D, for issuers we represent. We do not offer investment services, advice or recommendations. We do not open brokerage accounts for investors. For further clarification, as a retail investor that is considering or actually does invest in a transaction listed on Castle’s website or otherwise marketed by us, you are not our client. Our client is the issuer of the securities. Any services provided by Castle to retail investors are done so on behalf of our client, the issuer of these securities. Since retail investors in these securities are not clients of Castle and do not have accounts with Castle, Castle does not obtain any investor’s specific investment profile or circumstances (current investment portfolio, income, expenses, dependents, health, goals, risk tolerance, return objectives, other obligations/liabilities, etc.). Therefore, Castle is not in a position to, and does not, make any recommendations as to whether these securities are appropriate for a specific investor or in a specific investor’s best interest. Further, any advertisements, emails and/or any other communication received by retail investors in connection with offerings contain information and representations from the Issuer – they are not recommendations by Castle to purchase these securities or representations made by Castle, and they are not a call to action for you to invest. Your decision to invest is yours alone, with the help of your professional and legal advisors. Limitations to these offerings include: they are extremely risky and you could lose your entire investment; they are illiquid and speculative; they may not be suitable for you; the required minimum investment may be high; some offerings are only available to accredited investors or are subject to other restrictions; and fees and expenses are higher than other investments, and will reduce your return of and/or on your investment. Other risks are described more fully on our website, and in the offering materials for each investment. A particular risk to our business model is that we do not offer a diversified menu of private investments; we narrowly focus on offering securities of issuers for which we serve as managing dealer or placement agent, and the scope of our product offering is therefore limited compared to a broker that is offering you recommendations or advice. Our brokerage business is narrowly focused on the sale of securities issued by the companies that we represent. We are an issuer’s agent, which means that unless we have a written agreement with you to the contrary, we are not your agent and we do not give advice or make recommendations about specific securities, types of securities or investment strategies involving securities to you. To the extent that a solicitation or call to action is deemed to be a recommendation under U.S. law or regulation, you should be aware that we are inherently conflicted with your interests, and you should seek advice from an investment advisor or a broker who will act as your agent. What Fees Will I Pay? Brokerage Services: The primary fees you pay for Castle’s brokerage services are “transaction-based” fees. These fees are typically called “commissions” or “brokerage fees”. These fees vary depending on the investment product you select, the capacity in which we act, and the size of the transaction, and are charged up-front when you purchase the investment. You pay fees in connection with your investments, directly or indirectly through the issuer (or its sponsor) that has retained us, through which you make your investment. These fees vary depending on the issuer and type of security. Review the offering materials for each offering for a full discussion of fees and costs. Since we are the agent of the issuers, and are compensated by the issuers, we have a conflict of interest in that we have an incentive to sell you securities from which we stand to profit most. Certain securities pay us, as broker, higher fees than others, and this creates an incentive for us to sell you securities on which we receive higher fees. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. If you lose money on your investment, the fees paid will increase those losses. Contact us for more information if you have questions about fees or expenses related to a product or service. We do not provide advice or recommendations about securities, investment strategies, or investment accounts. If you seek such advice, you should establish a relationship with an investment advisor or broker to serve as your agent. If a solicitation or call to action were deemed to be a recommendation under U.S. law or regulations, then we would be subject to Regulation BI and we would be required to act in your best interest and not put our interest ahead of yours. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they could affect your investment results. Description of Other Fees and Costs: None What are Your Legal Obligations to Me when Providing Recommendations? How else does your Firm Make Money and what Conflicts of Interests do you Have? Castle does not make any recommendations whatsoever regarding your investment. All of our activities are done in a broker-dealer capacity. We are not an investment adviser and we do not provide investment advisory services. A conflict of interest is a situation in which Castle engages in a transaction or activity where our interest is materially averse to your interest. Potential conflicts of interest may exist when we provide services to you. The mere presence of a conflict of interest does not imply that harm to your interests will occur, but it is important that we acknowledge the presence of such conflicts. Moreover, our regulatory obligations require that we establish, maintain, and enforce written policies and procedures reasonably designed to address potential conflicts of interest associated with any recommendations to you. We take these obligations very seriously. It is important for investors to understand that the investor is not a customer or client of Castle, and Castle does not make recommendations of securities to investors. Furthermore, when someone invests in one of our transactions Castle receives a success fee (a percentage of the amount invested) from the issuer. This creates an inherent conflict of interest for Castle, and the investor should consider this when making his or her investment decision. Typically, our conflicts of interest are the result of compensation structures and other financial arrangements among Castle, our Registered Representatives, and our clients. Securities rules allow for us, our Registered Representatives, and our affiliates to earn compensation when we provide brokerage services to you. However, the compensation that we and our Registered Representatives receive varies based upon the product or service you purchase, which may create a financial incentive to recommend investment products and services that generate greater compensation to Castle. This could significantly impact your investment returns. Castle is committed to taking appropriate steps to identify, mitigate and avoid conflicts of interest. Below you will find additional information related to potential conflicts of interest. This information is not intended to be an all-inclusive list of potential conflicts, but generally describes those conflicts that may be material to you as an investor in Castle transactions. In addition to this disclosure, conflicts of interest are disclosed to you in various agreement(s) and disclosure documents and other information we make available to you, including on our website at www.castleplacement.com. How do Your Financial Professionals Make Money? Castle has both salaried personnel and independent contractors. Our salaried personnel (some of whom are registered representatives) receive a salary and discretionary bonus based upon their individual performance and firm performance. Our employees are prohibited from giving advice or making recommendations with respect to securities or investment strategies. Our independent contractors are registered representatives. They receive a portion of upfront fees paid to us, and commissions for the sales of securities issued. Our registered representatives, like our employees, are prohibited from giving advice or making recommendations with respect to securities or investment strategies. All of our employees and independent contractors are agency brokers, not advisors. Compensation is tied directly or derives from sales by us, which significantly makes worse the conflicts of interest described herein. Do You or Your Financial Professionals Have Legal or Disciplinary History Yes. While the firm does not have a legal or disciplinary history, certain registered representatives have a legal or disciplinary history to report. See investor.gov/CRS and brokercheck.finra.org/.

CONVERSATION STARTERS: Ask your financial professional:

• How are you and your firm compensated? Are there any conflicts?

• What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean?

• Given my financial situation, should I choose a brokerage service? Why or why not?

• How will you choose investments to recommend to me based on my financial situation?

• What services do you and your firm offer?

• Who is my primary contact person? Is he or she a representative of an investment advisor or broker dealer? Who can I talk to if I have concerns about how this person is treating me?

• Help me understand how these fees and costs might affect my investments? If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me?

• How might your conflicts of interest affect me, and how will you address them?

• As a financial professional, do you have any disciplinary history? For what type of conduct? For additional information about our brokerage services or to obtain an updated copy of this Client Relationship Summary, please visit our website at www.castleplacement.com, call us at (212) 418-1180 or contact us in writing at Castle Placement, LLC, Attn: Compliance, 1460 Broadway, New York, NY 10036. CASTLE PLACEMENT, LLC - Member FINRA/SIPC
I acknowledge that I have read the 1) Important Disclosures Regarding Reg CF; 2) Reg CF Education Material; and 3) Castle Placement’s Client Relationship Summary (CRS) Document *
I acknowledge that I have read the 1) Important Disclosures Regarding Reg CF; 2) Reg CF Education Material; and 3) Castle Placement’s Client Relationship Summary (CRS) Document

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GB8 Residential LLC

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Please review the Subscription Agreement below. Note that this is a read-only electronic document. You will not be executing this document on this panel. After you complete your review, please check the box below that states: “I acknowledge that I have read the Subscription Agreement” and click Next. In the next panel you will electronically sign the Subscription Agreement. Thank you.
SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY CASTLE PLACEMENT, LLC (THE “PLATFORM”) OR THROUGH CASTLE PLACEMENT, LLC (THE “BROKER”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

TO: GB8 Residential LLC

13901 Sutton Park Dr S

Jacksonville, Florida 32224



Ladies and Gentlemen:

1. Subscription.

(a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase limited liability company interests, in the form of Class A Common Shares (the “Securities” or “Shares”), of GB8 Residential LLC, a Delaware limited liability company (the “Company”), at a purchase price of $10.00 per Security (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1,000. The rights of the Securities are as set forth in Certificate of Formation of the Company, its Operating Agreement and the Share Designation with respect to the Securities, each of which is filed as an Exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).

(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. 024-12293), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to and read this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. Subscriber agrees that its execution of this Subscription Agreement constitutes its consent to the Company’s Operating Agreement and that, upon acceptance of this Subscription Agreement by the Company, the undersigned will become a “Member” of the Company as a holder of Class A Common Shares. When this Subscription Agreement is countersigned by the Company, the Operating Agreement shall be binding upon the undersigned Subscriber as of the Closing Date (as hereinafter defined).

(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

(d) The aggregate number of Securities sold shall not exceed 7,500,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). Providing that subscriptions for 100,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

2. Purchase Procedure.

(a) Payment. The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities by credit or debit card, a check for available funds made payable to “GB8 Residential LLC”, by ACH electronic transfer or wire transfer to an account designated by the Company, or by any combination of such methods.

(b) Escrow arrangements. Payment for the Securities shall be received by Wilmington Trust, National Association (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing Date. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Continental Stock Transfer & Trust Company, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

3. Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, the Operating Agreement and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b) Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and holders of the Securities will have no obligation to make payments or contributions to the Company or its creditors solely by reason of their ownership of the Securities.

(c) Authority for Agreement. All limited liability company action on the part of the Company necessary for the authorization of this Subscription Agreement, the performance of all obligations of the Company hereunder at a Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto has been taken or will be taken prior to the applicable Closing Date.

The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary limited liability company action on the part of the Company. Upon full execution hereof as provided herein, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

(d) No filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Capitalization. The authorized and outstanding securities of the Company immediately prior to the initial investment in the Securities is as set forth in Part I of the Offering Statement. There are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Financial statements. Complete copies of the Company’s financial statements meeting the requirements of Form 1-A under the Securities Act (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. The auditing firm, or each firm, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC.

(g) Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in the Offering Circular.

(h) Litigation. Except as set forth in the Offering Circular, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4. Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of such Subscriber’s respective Closing Date(s):

(a) Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d) Accredited Investor Status or Investment Limits. Subscriber represents that either:

(i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that it meets one or more of the criteria set forth in Appendix A attached hereto; or

(ii) The purchase price of the Securities (including any fee to be paid by the Subscriber), together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

(e) Shareholder information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

(f) Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

(g) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

(h) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber.

(i) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

5. Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

6. Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of New York.

EACH OF THE SUBSCRIBER AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF NEW YORK AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS.

EACH OF SUBSCRIBER AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBER AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT BUT NOT INCLUDING CLAIMS UNDER THE FEDERAL SECURITIES LAWS) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. BY AGREEING TO THIS WAIVER, THE SUBSCRIBER IS NOT DEEMED TO WAIVE THE COMPANY’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

If to the Company, to:

GB8 Residential LLC

13901 Sutton Park Dr S

Jacksonville, Florida 32224

Attn: Michael Gough

with a required copy to:

CrowdCheck Law LLP

700 12th Street, NW

Washington, DC 20005

Attn: Heidi Mortensen

If to a Subscriber, to Subscriber’s address as shown on the signature page hereto.

or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

8. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) This Subscription Agreement is not transferable or assignable by Subscriber.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k) If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

(l) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

9. Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company; and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement.

APPENDIX A

An accredited investor, as defined in Rule 501(a) of the Securities Act of 1933, as amended, includes the following categories of investor:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000.

(i) Except as provided in paragraph (5)(ii) of this section, for purposes of calculating net worth under this paragraph (5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

(ii) Paragraph (5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

(A) Such right was held by the person on July 20, 2010;

(B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

(C) The person held securities of the same issuer, other than such right, on July 20, 2010.

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii);

(8) Any entity in which all of the equity owners are accredited investors;

(9) Any entity, of a type of not listed in paragraphs (1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

(10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status;

(11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

(12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):

(i) With assets under management in excess of $5,000,000,

(ii) That is not formed for the specific purpose of acquiring the securities offered, and

(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and

(13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (12)(iii).

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If you are an accredited investor, check the "I am an accredited investor" box and click "Next". If you are not an accredited investor, please provide the following information to determine your investment limit.
I am an accredited investor (your net worth is greater than $1 million (excluding primary residence, individually or with spouse or partner), or your income is greater than $200,000 (individually) or $300,000 (with spouse or partner), or you have a S7, S65 or S82 license).
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Client Relationship Summary (CRS) Document

Castle Placement, LLC. (“Castle”, “we”, or “us”) is a registered with the Securities and Exchange Commission as a broker-dealer and member of FINRA/SIPC. This disclosure includes information about Castle’s services, fees and costs, and conflicts of interest that we are required to provide to you, as a retail investor. PLEASE RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS Investment products offered through Castle are not insured by the FDIC or any other federal government agency, are not deposits or other obligations of, or guaranteed by, a bank or any bank affiliate, and are subject to investment risks, including possible loss of the principal amount invested. Investments in equity crowdfundings and private placements are extremely illiquid, and your entire investment amount could be lost. Castle does not make recommendations of securities to investors The company issuing securities is Castle’s client If you are an investor, you are not a customer or client of Castle Brokerage and investment advisory services differ, and that it is important for you to understand these differences. We are not an investment advisor and do not provide investment advisory services, portfolio management, or advice or recommendations about your overall investment portfolio or the types of account(s) you should have. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers. What Investment Services and Advice can you Provide Me? We do not provide any investment services, advice or recommendations to you. Castle Investment Offerings: Our equity crowdfunding and private placement brokerage services include Regulation A+ broker/dealer services, Regulation Crowdfunding broker/dealer services, Regulation D broker/dealer services, and other investment banking services. All transactions are done on an agency basis by Castle. Castle’s client is the issuer and Castle gets paid its fee from the issuer. Castle Brokerage Services: Castle’s brokerage services include a variety of investment banking services. We do not provide you with investment recommendations. Castle acts in its capacity as a broker/dealer on behalf of its client, the issuer. We do not have a fiduciary obligation to you as an investor. Limits on Monitoring and Investment Discretion: Castle does not exercise discretionary investment authority for you (i.e., make decisions to buy or sell your investments without your direction) or monitor your investments for you. Accordingly, you are responsible for reviewing your investments to make sure your investments are appropriate for you, taking into consideration your current financial situation, existing investment portfolio, age, target returns, investment goals, and risk tolerance. Castle does not make recommendations of securities to investors. The company issuing securities is Castle’s client. If you are an investor, you are not a customer or client of Castle. Do you Provide Investment Services, Advice, or Recommendations to Me? No. We do not provide recommendations. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide you. Here is an example to help you understand what this means: Compensation we receive from issuers of securities when we sell certain investments. We only offer agency brokerage services to retail investors, including executing transactions in private placements and other exempt offerings under Reg CF, Reg A+, and Reg D, for issuers we represent. We do not offer investment services, advice or recommendations. We do not open brokerage accounts for investors. For further clarification, as a retail investor that is considering or actually does invest in a transaction listed on Castle’s website or otherwise marketed by us, you are not our client. Our client is the issuer of the securities. Any services provided by Castle to retail investors are done so on behalf of our client, the issuer of these securities. Since retail investors in these securities are not clients of Castle and do not have accounts with Castle, Castle does not obtain any investor’s specific investment profile or circumstances (current investment portfolio, income, expenses, dependents, health, goals, risk tolerance, return objectives, other obligations/liabilities, etc.). Therefore, Castle is not in a position to, and does not, make any recommendations as to whether these securities are appropriate for a specific investor or in a specific investor’s best interest. Further, any advertisements, emails and/or any other communication received by retail investors in connection with offerings contain information and representations from the Issuer – they are not recommendations by Castle to purchase these securities or representations made by Castle, and they are not a call to action for you to invest. Your decision to invest is yours alone, with the help of your professional and legal advisors. Limitations to these offerings include: they are extremely risky and you could lose your entire investment; they are illiquid and speculative; they may not be suitable for you; the required minimum investment may be high; some offerings are only available to accredited investors or are subject to other restrictions; and fees and expenses are higher than other investments, and will reduce your return of and/or on your investment. Other risks are described more fully on our website, and in the offering materials for each investment. A particular risk to our business model is that we do not offer a diversified menu of private investments; we narrowly focus on offering securities of issuers for which we serve as managing dealer or placement agent, and the scope of our product offering is therefore limited compared to a broker that is offering you recommendations or advice. Our brokerage business is narrowly focused on the sale of securities issued by the companies that we represent. We are an issuer’s agent, which means that unless we have a written agreement with you to the contrary, we are not your agent and we do not give advice or make recommendations about specific securities, types of securities or investment strategies involving securities to you. To the extent that a solicitation or call to action is deemed to be a recommendation under U.S. law or regulation, you should be aware that we are inherently conflicted with your interests, and you should seek advice from an investment advisor or a broker who will act as your agent. What Fees Will I Pay? Brokerage Services: The primary fees you pay for Castle’s brokerage services are “transaction-based” fees. These fees are typically called “commissions” or “brokerage fees”. These fees vary depending on the investment product you select, the capacity in which we act, and the size of the transaction, and are charged up-front when you purchase the investment. You pay fees in connection with your investments, directly or indirectly through the issuer (or its sponsor) that has retained us, through which you make your investment. These fees vary depending on the issuer and type of security. Review the offering materials for each offering for a full discussion of fees and costs. Since we are the agent of the issuers, and are compensated by the issuers, we have a conflict of interest in that we have an incentive to sell you securities from which we stand to profit most. Certain securities pay us, as broker, higher fees than others, and this creates an incentive for us to sell you securities on which we receive higher fees. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. If you lose money on your investment, the fees paid will increase those losses. Contact us for more information if you have questions about fees or expenses related to a product or service. We do not provide advice or recommendations about securities, investment strategies, or investment accounts. If you seek such advice, you should establish a relationship with an investment advisor or broker to serve as your agent. If a solicitation or call to action were deemed to be a recommendation under U.S. law or regulations, then we would be subject to Regulation BI and we would be required to act in your best interest and not put our interest ahead of yours. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they could affect your investment results. Description of Other Fees and Costs: None What are Your Legal Obligations to Me when Providing Recommendations? How else does your Firm Make Money and what Conflicts of Interests do you Have? Castle does not make any recommendations whatsoever regarding your investment. All of our activities are done in a broker-dealer capacity. We are not an investment adviser and we do not provide investment advisory services. A conflict of interest is a situation in which Castle engages in a transaction or activity where our interest is materially averse to your interest. Potential conflicts of interest may exist when we provide services to you. The mere presence of a conflict of interest does not imply that harm to your interests will occur, but it is important that we acknowledge the presence of such conflicts. Moreover, our regulatory obligations require that we establish, maintain, and enforce written policies and procedures reasonably designed to address potential conflicts of interest associated with any recommendations to you. We take these obligations very seriously. It is important for investors to understand that the investor is not a customer or client of Castle, and Castle does not make recommendations of securities to investors. Furthermore, when someone invests in one of our transactions Castle receives a success fee (a percentage of the amount invested) from the issuer. This creates an inherent conflict of interest for Castle, and the investor should consider this when making his or her investment decision. Typically, our conflicts of interest are the result of compensation structures and other financial arrangements among Castle, our Registered Representatives, and our clients. Securities rules allow for us, our Registered Representatives, and our affiliates to earn compensation when we provide brokerage services to you. However, the compensation that we and our Registered Representatives receive varies based upon the product or service you purchase, which may create a financial incentive to recommend investment products and services that generate greater compensation to Castle. This could significantly impact your investment returns. Castle is committed to taking appropriate steps to identify, mitigate and avoid conflicts of interest. Below you will find additional information related to potential conflicts of interest. This information is not intended to be an all-inclusive list of potential conflicts, but generally describes those conflicts that may be material to you as an investor in Castle transactions. In addition to this disclosure, conflicts of interest are disclosed to you in various agreement(s) and disclosure documents and other information we make available to you, including on our website at www.castleplacement.com. How do Your Financial Professionals Make Money? Castle has both salaried personnel and independent contractors. Our salaried personnel (some of whom are registered representatives) receive a salary and discretionary bonus based upon their individual performance and firm performance. Our employees are prohibited from giving advice or making recommendations with respect to securities or investment strategies. Our independent contractors are registered representatives. They receive a portion of upfront fees paid to us, and commissions for the sales of securities issued. Our registered representatives, like our employees, are prohibited from giving advice or making recommendations with respect to securities or investment strategies. All of our employees and independent contractors are agency brokers, not advisors. Compensation is tied directly or derives from sales by us, which significantly makes worse the conflicts of interest described herein. Do You or Your Financial Professionals Have Legal or Disciplinary History Yes. While the firm does not have a legal or disciplinary history, certain registered representatives have a legal or disciplinary history to report. See investor.gov/CRS and brokercheck.finra.org/. CONVERSATION STARTERS: Ask your financial professional: • How are you and your firm compensated? Are there any conflicts? • What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean? • Given my financial situation, should I choose a brokerage service? Why or why not? • How will you choose investments to recommend to me based on my financial situation? • What services do you and your firm offer? • Who is my primary contact person? Is he or she a representative of an investment advisor or broker dealer? Who can I talk to if I have concerns about how this person is treating me? • Help me understand how these fees and costs might affect my investments? If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me? • How might your conflicts of interest affect me, and how will you address them? • As a financial professional, do you have any disciplinary history? For what type of conduct? For additional information about our brokerage services or to obtain an updated copy of this Client Relationship Summary, please visit our website at www.castleplacement.com, call us at (212) 418-1180 or contact us in writing at Castle Placement, LLC, Attn: Compliance, 1460 Broadway, New York, NY 10036. CASTLE PLACEMENT, LLC - Member FINRA/SIPC
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Please review the Subscription Agreement below. Note that this is a read-only electronic document. You will not be executing this document on this panel. After you complete your review, please check the box below that states: “I acknowledge that I have read the Subscription Agreement” and click Next. In the next panel you will electronically sign the Subscription Agreement. Thank you.
SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IT IS NOT REVIEWED IN ANY WAY BY THE SEC. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY CASTLE PLACEMENT, LLC (THE “PLATFORM”) AND USING THE BROKER-DEALER SERVICES OF CASTLE PLACEMENT, LLC (THE “INTERMEDIARY”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4(e). THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING STATEMENT OR ANY OF THE OTHER MATERIALS AVAILABLE ON THE INTERMEDIARY’S WEBSITE (COLLECTIVELY, THE “OFFERING MATERIALS”) OR ANY COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING.  NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE.  EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

TO:   Purely Prepared Brands Inc.

P.O. Box 2864

Aptos, California 95001

Ladies and Gentlemen:

Subscription.

The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase shares of Non Voting Common Stock (the “Securities”) of Purely Prepared Brands Inc., a Delaware Corporation (the “Company”). Subject to the terms and conditions of this Subscription Agreement, the Company hereby agrees to sell to you, and you hereby agree to purchase from the Company, the number of shares of Non-Voting Common Stock that equates to your investment amount at a share price of $0.25 per share plus any “Additional Shares” as such term is defined in the Form C (the “Shares”) as stated in the investment application completed and signed by you electronically at https://castleplacement.com/portfolio/[Landing Page url]. The rights of the Securities are as set forth in the Certificate of Incorporation, as amended, and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document.

By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.

This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

The aggregate value of Securities sold shall not exceed $5,000,000 (the “Oversubscription Offering”). The Company may accept subscriptions until September 30, 2023 (the “Termination Date”). Providing that subscriptions for shares of Securities in aggregate value of at least $25,000 are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect.

Purchase Procedure.

Payment. The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement, which signature and delivery may take place through digital online means. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities in accordance with the online payment process established by the Intermediary.

Escrow arrangements. Payment for the Securities shall be received by Wilmington Trust, National Association (the “Escrow Agent”) from the undersigned by transfer of immediately available funds or other means approved by the Company prior to the applicable Closing, in the amount as set forth in Appendix A on the signature page hereto and otherwise in accordance with Intermediary’s payment processing instructions. Upon such Closing, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Colonial Stock Transfer Company, Inc (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation CF.

Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

Organization and Standing. The Company is a Corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

Eligibility of the Company to Make an Offering under Section 4(a)(6). The Company is eligible to make an offering under Section 4(a)(6) of the Securities Act and the rules promulgated thereunder by the SEC.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate actions on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

No filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Section 4(a)(6) of the Securities Act or the rules promulgated thereunder or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

Financial statements. Complete copies of the Company’s financial statements meeting the requirements of Rule 201 of Regulation Crowdfunding, as promulgated by the SEC under the Securities Act (the “Financial Statements”) have been made available to the Subscriber and appear in the Form C and on the site of the Intermediary. The Financial Statements are based on the books and records of the Company and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. The auditing firm, which has audited or reviewed the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC.

Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in the Offering Materials.

Litigation. Except as set forth in the Offering Statement, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of the Subscriber’s respective Closing Date(s):

Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

Resales. Subscriber agrees that during the one-year period beginning on the date on which it acquired Securities pursuant to this Subscription Agreement, it shall not transfer such Securities except:

To the Company;

To an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act;

As part of an offering registered under the Securities Act with the SEC; or

To a member of the Subscriber’s family or the equivalent, to a trust controlled by the Subscriber, to a trust created for the benefit of a member of the family of the Subscriber or equivalent, or in connection with the death or divorce of the Subscriber or other similar circumstance.

Investment Limits. Subscriber represents that:

Subscriber meets the definition of Accredited Investor under Rule 501 as set forth in Appendix A; or

Subscriber’s net worth or annual income is less than $124,000, and that the amount it is investing pursuant to this Subscription Agreement, together with all other amounts invested in offerings under Section 4(a)(6) of the Securities Act within the previous 12 months, does not exceed the greater of (A) 5% of the greater of its annual income or net worth, or (B) $2,500; or

Both of Subscriber’s net worth and annual income are more than $124,000, and that the amount it is investing pursuant to this Subscription Agreement, together with all other amounts invested in offerings under Section 4(a)(6) of the Securities Act within the previous 12 months, does not exceed 10% of the greater of its annual income or net worth, and does not exceed $124,000.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

Shareholder information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

Company Information. Subscriber has read the Offering Statement. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Form C. Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the closing of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

EACH OF THE SUBSCRIBERS AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBERS AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBERS AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

If to the Company, to:

Attention: Eddie Feintech

Purely Prepared Brands Inc.

P.O. Box 2864

Aptos, California 95001

ef@purelypreparedbrands.com

cc:

Michael Saryan

1754 Technology Drive, Suite 135

San Jose, CA 95110

If to a Subscriber, to Subscriber’s address as shown on the signature page hereto

or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

Miscellaneous.

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

This Subscription Agreement is not transferable or assignable by Subscriber.

The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

The terms and provisions of this Subscription Agreement, specifically Sections 4(f), 5 and 6 of this Agreement, shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement.

The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[SIGNATURE PAGE FOLLOWS]

Purely Prepared Brands Inc. SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase Non-Voting Common Stock of Purely Prepared Brands Inc., by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

Subject to the terms and conditions of this Subscription Agreement, the Company hereby agrees to sell to you, and you hereby agree to purchase from the Company, the number of shares of the Company’s Non-Voting Common Stock that equates to your investment amount at a share price of $0.25 per share (the “Shares”) as stated in the investment application completed and signed by you electronically at www.castleplacement.com/portfolio/PurelyPreparedBrands

The number of Securities of Non-Voting Common Stock the undersigned hereby irrevocably subscribes for is:

_____________

(print number of Securities)

The aggregate purchase price (based on a purchase price of $0.25 per share for the Non-Voting Common Stock the undersigned hereby irrevocably subscribes for is:

$_____________

(print aggregate purchase price)

The Securities being subscribed for (including any Additional Shares as described in the Form C) will be owned by, and should be recorded on the Company’s books as held in the name of:

___________________________________________

(print name of owner or joint owners)

If the Securities are to be purchased in joint names, both Subscribers must sign:

________________________________________

Signature

________________________________________

Name (Please Print)

________________________________________

Email address

________________________________________

Address

________________________________________

________________________________________

Telephone Number

________________________________________

Social Security Number/EIN

________________________________________

Date

________________________________________

Signature

________________________________________

Name (Please Print)

________________________________________

Email address

________________________________________

Address

________________________________________

________________________________________

Telephone Number

________________________________________

Social Security Number

________________________________________

Date

* * * * *

This Subscription is accepted

on _____________, [Year][JO1]

Purely Prepared Brands Inc.

By[JO2] : [Signature]_______________________

Name: []

Title: []

APPENDIX A

An accredited investor, as defined in Rule 501(a) of the Securities Act of 1933, as amended, includes the following categories of investor:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000.

Except as provided in paragraph (5)(ii) of this section, for purposes of calculating net worth under this paragraph (5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

Paragraph (5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

Such right was held by the person on July 20, 2010;

The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

(C) The person held securities of the same issuer, other than such right, on July 20, 2010.

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and

(8) Any entity in which all of the equity owners are accredited investors;

(9) Any entity, of a type of not listed in paragraphs (1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

(10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status.

(11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

(12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):

(i) With assets under management in excess of $5,000,000,

That is not formed for the specific purpose of acquiring the securities offered, and

(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and

(13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (12)(iii).

[JO1]Should be a variable field.

[JO2]Should be a variable field

Subscription Agreement *
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Completion Process: 60%
Subscriber Name *
Type of Shares: Common

Investment Amount: $ USD

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I acknowledge that the entry of my name in the field below represents my e-signature of the Subscription Agreement, and represents my agreement to be bound by the Subscription Agreement in conjunction with the information that I have provided in this InvestNow portal, that I have reviewed the SEC Filing in connection with this offering, and that I consent to the electronic delivery of all materials in connection with my investment.
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Completion Process: 70%
I have previously invested in crowdfund offerings in the last 12 months
I have previously invested in crowdfund offerings in the last 12 months
Total of all other Reg CF investments I have made in the past 12 months *
Total of this investment and all other Reg CF investments you have made in the prior 12 months
I am an accredited investor.
I am an accredited investor.
If your investment amount is greater than $2,200 (including all other Reg CF investments you made in the past 12 months) please provide the following information (this information is only used to determine if you have an investment limit):
Yearly Income *
Net Worth *
The above includes my spouse's income and net worth.
The above includes my spouse's income and net worth.
Spouse’s First Name *
Spouse’s Last Name *

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Investor Information
Completion Process: 80%
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Title *
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Completion Process: 85%
Date of Birth
Investors must be at least 18 years old.
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A financial advisor is assisting me or is filing out these forms on behalf of the investor.
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Financial Advisor’s Email Address *

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Identity Check

Our FINRA Broker Dealer is required to keep on file a form that accurately describes who you are. This is "Know Your Client" information.

Completion Process: 90%
Document for Identity Check *
Identification Number on Document *
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Expiration Date *
Place of Issuance *
Place of Issuance *

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Completion Process: 95%

1) Important Disclosures Regarding Reg CF; 2) Reg CF Education Material; and 3) Castle Placement’s Client Relationship Summary (CRS) Document

1) Important Disclosures Regarding Reg CF

Please review the following important information:

- Promoters must clearly disclose in all communications on the platform the receipt of compensation and the fact that he or she is engaging in promotional activities on behalf of the issuer.

- Disclosure regarding manner in which Castle Placement is compensated: Castle Placement receives a cash fee equal to a percentage of the capital that is raised by the company in this Reg CF and stock in the company equal to a percentage of the capital that is raised by the company in this Reg CF.

- You must understand that the entire amount of your investment may be lost. Investing in securities involves risk, and you should not invest any funds unless you can afford to lose the entire amount of your investment.

- There are restrictions on your ability to cancel an investment commitment and obtain a return of your investment. You will have up to 48 hours prior to the end of the offering period to change your mind and cancel your investment commitment for any reason. Once the offering period is within 48 hours of ending, you will not be able to cancel for any reason, even if you make a commitment during this period.

- It may be difficult for you to resell the securities that you have acquired.

2) Reg CF Educational Material - Overview of Reg CF

The SEC requires Castle Placement to post educational materials for prospective investors on our site. These materials are a great start to educate yourself and understand the risks of making crowdfunding investments. However, there are several additional steps you must take to make a responsible investment decision, including completion of a thorough investigation of the issuing company and participation in our online forum. The online forum allows you to ask the issuing company questions, interact with other investors, and study the benefits, detriments, and risks of each investment opportunity.

Equity crowdfunding allows the general public to participate in venture capital and private equity investing. Companies can use crowdfunding to offer and sell securities to the investing public – anyone can invest in a crowdfunding securities offering.

Pursuant to Rule 302(b) of Securities and Exchange Commission (“SEC”) Regulation Crowdfunding under the Securities Act of 1933 (Title III of the JOBS Act), as amended (the “Securities Act”), it is required that all potential investors who open an account on Castle Placement.com and/or commit to purchasing securities receive and acknowledge certain educational information from Castle Placement related to the posting of securities offerings on the Castle Placement platform, including:

(i) The process for the offer, purchase and issuance of securities through the intermediary and the risks associated with purchasing securities offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6));

(ii) The types of securities offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) available for purchase on the intermediary’s platform and the risks associated with each type of security, including the risk of having limited voting power as a result of dilution;

(iii) The restrictions on the resale of a security offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6));

(iv) The types of information that an issuer is required to provide under § 227.202, the frequency of the delivery of that information and the possibility that those obligations may terminate in the future;

(v) The limitations on the amounts an investor may invest pursuant to § 227.100(a)(2);

(vi) The limitations on an investor’s right to cancel an investment commitment and the circumstances in which an investment commitment may be cancelled by the issuer;

(vii) The need for the investor to consider whether investing in a security offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) is appropriate for that investor;

(viii) That following completion of an offering conducted through the intermediary, there may or may not be any ongoing relationship between the issuer and intermediary;

(ix) That under certain circumstances an issuer may cease to publish annual reports and, therefore, an investor may not continually have current financial information about the issuer;

(x) The risks of investing in such securities;

(xi) How securities are offered and purchased;

(xii) Investment limits for certain investors;

(xiii) The types of securities offered and any resale restrictions on such securities;

(xiv) The disclosure generally required to be made available by issuers offering securities on the Castle Placement platform; and

(xv) The relationship among Castle Placement, the companies issuing securities and investors.

Please review the important educational information below before you begin to register on Castle Placement and before you make any investment commitment.

Castle Placement, LLC: Castle Placement is a FINRA licensed investment banking platform that connects issuing companies with investors, including through equity crowdfunding.

Regulation CrowdFunding (Reg CF): an equity crowdfunding regulation that allows companies to raise capital efficiently and investors to invest capital efficiently.

Enacted in 2016 and significantly expanded in 2021

$5 million per year

Light disclosure required

Anyone (including non-accredited investors) can invest

General solicitation/advertising permitted (subject to restrictions)

Form C: Prior to launching a Section 4(a)(6) equity crowdfunding campaign, the issuer is required to complete and submit a Form C to the SEC together with required attachments. Companies that file a Form C are required to disclose certain information to the public which can be used to understand an investment and that helps determine whether a particular investment is appropriate for a specific person. This includes general information about the issuer, its officers and directors, a description of the business, the planned use for the money raised from the offering, often called the use of proceeds, the target offering amount, the deadline for the offering, related-party transactions, risks specific to the issuer or its business, and financial information about the issuer.

Material Changes: If the issuer makes a material change to the offering terms (e.g., the total amount of the offering, the type of security, etc.) or other information disclosed to investors, including if the deadline is extended, each investor will be given five business days to reconfirm his or her investment commitment. If the investor does not reconfirm, their investment will be cancelled, and their funds will be returned. In addition, if the issuer makes a material change an amendment must be filed with the SEC.

Annual Filing Obligation of Issuers: Each issuer that successfully completes a Title III Regulation Crowdfunding securities offering is required to annually file with the SEC a Form C-AR and financial statements. This must be done no later than 120 days after the end of the Issuer’s fiscal year covered by such filing. Each Issuer must also post its Form C-AR and financial statements to its own website, and that link must be provided along with the date by which such report will be available on the issuer’s website. The Form C-AR contains updated disclosure substantially similar to that provided in the issuer’s initial Form C, including information on the issuer’s size, location, principals and employees, business, plan of operations and the risks of investment in the Issuer’s securities; however, offering-specific disclosure is not required to be disclosed in the Form C-AR. Investors should be aware that an issuer may no longer be required to continue its annual reporting obligations under certain circumstances. In the event that an issuer ceases to make annual flings, investors may no longer have current financial information about the Issuer available to them. An issuer must continue to comply with the ongoing reporting requirements until one of the following occurs:

(1) The issuer is required to file reports under section 13(a) or section 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d));

(2) The issuer has filed, since its most recent sale of securities pursuant to this part, at least one annual report pursuant to this section and has fewer than 300 holders of record;

(3) The issuer has filed, since its most recent sale of securities pursuant to this part, the annual reports required pursuant to this section for at least the three most recent years and has total assets that do not exceed $10,000,000;

(4) The issuer or another party repurchases all of the securities issued in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)), including any payment in full of debt securities or any complete redemption of redeemable securities; or

(5) The issuer liquidates or dissolves its business in accordance with state law.

Audit: An audit provides a higher level of scrutiny by the accountant than a review. The required information is filed with the SEC and posted at the start of the offering on the Castle Placement platform and available to the public throughout the offering on the Castle Placement and SEC sites. It is available to the general public on both websites throughout the offering period – which must be a minimum of 21 days.

Reviewed Financials: A review of an organization’s financial statements provides a report issued by a CPA which expresses that the financial statements are free from material misstatement. A review provides limited assurance on an organization’s financial statements. During a review, inquiries and analytical procedures present a reasonable basis for expressing limited assurance that no material modifications to the financial statements are necessary; they are in conformity with generally accepted accounting principles.

GAAP Financials: All companies raising funds under Regulation CF must provide financial statements prepared in accordance with generally accepted accounting principles (GAAP). For companies incorporated over 120 days ago, GAAP financials must include a cover page, balance sheet, income statement, statement of cash flows, statement of stockholder’s equity, and foot notes (typically 2 -5 pages including accounting methodologies used, an explanation of your taxes, a summary of any debt, and a summary of outstanding equity).

Investment Limitations: Because of the risks involved with this type of investing, you are limited in how much you can invest during any 12-month period in these transactions. The limitation on how much you can invest depends on your net worth and annual income. If either your annual income or your net worth is less than $107,000, then during any 12-month period, you can invest up to the greater of either $2,200 or 5% of the greater of your annual income or net worth. If both your annual income and your net worth are equal to or more than $107,000, then during any 12-month period, you can invest up to 10% of annual income or net worth, whichever is greater, but not to exceed $107,000 for all crowdfunding offerings in any 12-month period. Investors who qualify as accredited investors do not have an annual limit.

Calculating Net Worth: each investor in a Reg CF must calculate his or her net worth. All assets are totaled, and all liabilities are subtracted from that total. For crowdfunding, the value of the investor’s primary residence is not included in the net worth calculation. The SEC’s Investor Bulletin Crowdfunding for Investors contains detailed and useful information about how to perform these calculations.

Cancellations/Changing Your Mind: Each investor has up to 48 hours prior to a rolling close, or 48 hours prior to the offering deadline, to change his or her mind and cancel the investment commitment for any reason. However, once the offering period is within 48 hours of ending, the investment may not be cancelled for any reason, even if the commitment is made during this period. Following the close on funds, the investor will receive securities in exchange for his or her investment. If the investment commitment is not cancelled 48 hours prior to the offering deadline or a rolling close, the funds will be released to the company by the escrow agent. If the investment commitment is cancelled before the 48-hour deadline, Castle Placement will direct the return of any funds that have been committed.

Common Stock: Conveys a portion of the ownership interest in the company to the holder of the security. Stockholders are usually entitled to receive dividends when and if declared, vote on corporate matters, and receive information about the company, including financial statements. This is the riskiest type of equity security since common stock is last in line to be paid if a company fails. You should read our discussion of the risks of early-stage investing here, and pay special attention to the fact that your investment will only make money if the company’s business succeeds. Common Stock is a long-term investment.

Preferred Stock: Stock that has priority over common stock as to dividend payments and/or the distribution of the assets of the company. Preferred stock can have the characteristics of either common stock or debt securities. While preferred stock gets paid ahead of common stock, it will still only be repaid on liquidation if there is money left over after the company’s debts are paid. In certain circumstances (such as an initial public offering or a corporate takeover) the preferred stock might be convertible into common stock (the riskiest class of equity). You should review the terms of the preferred stock to know when that might happen.

Convertible Note: This form of investment is popular because it allows investors to initially lend money to the company and later receive shares if new professional investors decide to invest. The sort of convertible note that is most often offered on the Castle Placement platform may limit the circumstances in which any part of the loan is repaid, and the note may only convert when specified events (such as a preferred stock offering of a specific amount) happens in the future. You will not know how much your investment is “worth” until that time, which may never happen. You should treat this sort of convertible note as having the same risks as common stock.

SAFE: Simple Agreement for Future Equity. The SAFE investor has the right to obtain equity when the company sells shares in a future financing, using a cheap and simple contract. SAFEs solve the difficult, time consuming, and expensive problem of valuing an early-stage startup, and documenting a priced equity investment. A SAFE is not a loan, does not have a legal obligation to be repaid, does not accrue interest, and does not have a maturity date.

Side by Side: A Side by Side offering refers to a deal that is raising capital under two offering types. For instance, a Side by Side offering may involve a raise under Regulation CF and Rule 506(c) of Regulation D.

Valuation Caps: The valuation caps reward early convertible note or SAFE investors. It sets the maximum price that your convertible security will convert into equity. To translate that into a share price, you divide the valuation cap by the series A valuation. Based on the valuation cap investors will be entitled to equity priced at the lower of the valuation cap or the pre-money valuation in the subsequent transaction.

Debt/Revenue Share: Securities in which the seller must repay the investor’s original investment amount at maturity plus interest. Debt securities are essentially loans to the company and the major risk they bear is that the company does not repay them, in which case they are likely to become worthless.

Post-Money Valuation: The valuation of the company after a new investment. Calculated by adding the pre-money valuation and the amount of the new investment.

Pre-Money Valuation: The valuation of the company prior to a new investment. This does not include the amount of the new investment. The marketplace (supply and demand) determines the pre-money valuation of a private company.

Valuation: What the company is considered to be worth by the marketplace. Based on the valuation, percentage ownership can be calculated. The price per share of the stock, by itself, does not provide any meaningful information.

Restrictions on Resale: The securities offered on Castle Placement are only suitable for potential investors who are familiar with and willing to accept the high risks associated with high risk and illiquid private investments. Securities sold through Castle Placement are restricted and not publicly traded and, therefore, cannot be sold unless registered with the SEC or an exemption from registration is available. You are generally restricted from reselling your shares for a one year period after they were issued, unless the shares are transferred:

to an accredited investor;

to the company that issued the securities;

as part of an offering registered with SEC;

to a family member (defined as a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships);

in connection with the investor’s death, divorce or similar circumstance;

to a trust controlled by the investor, or a trust created for the benefit of a family member.

Disclosures:

Promoters must clearly disclose in all communications on the platform the receipt of compensation and the fact that he or she is engaging in promotional activities on behalf of the issuer.

Disclosure regarding manner in which Castle Placement is compensated: Castle Placement receives a cash fee equal to a percentage of the capital that is raised by the company in this Reg CF and stock in the company equal to a percentage of the capital that is raised by the company in this Reg CF.

You must understand that the entire amount of your investment may be lost. Investing in securities involves risk, and you should not invest any funds unless you can afford to lose the entire amount of your investment.

There are restrictions on your ability to cancel an investment commitment and obtain a return of your investment. You will have up to 48 hours prior to the end of the offering period to change your mind and cancel your investment commitment for any reason. Once the offering period is within 48 hours of ending, you will not be able to cancel for any reason, even if you make a commitment during this period.

It may be difficult for you to resell the securities that you have acquired.

Castle Placement does just about all the work for your Reg CF:

You can focus on growing your business

Provide templates for your contract with investors (although Castle Placement does not provide legal advice; you need to consult with your legal counsel)

Help you set up an SPV to aggregate all investors into one entity on your cap table

Help you complete and submit your Form C

Provide you with escrow and transfer agents, introduce you to legal/compliance and accountants, and help facilitate contract signings, payments transfers, escrow, reminders, filings, and many, many more details – including having the funds wired to your corporate account

Help you create one or more SPVs in which a large number of investors can invest, instead of investing directly in the company

Benefits of a Reg CF for the issuer:

Quickly raise a significant amount of capital in an attractive structure

Makes venture capital investing available to everyone – not just high-net worth individuals and institutions

Like-minded people, clients, customers and friends can invest in your company

Anyone can invest as little as $100 in your company (in denominations as little at $100)

General solicitation: broadly advertise via email, digital advertising, in the press, or on social media – subject to regulatory compliance

Entire raise can be consolidated into one or more SPVs (investors get the same economic exposure and information rights as they would from a direct investment in the company)

You could have a massive crowd of rabid fans with a strong economic incentive to support you

Reg CF Requirements:

All Reg CF offerings must be made through a FINRA licensed broker/dealer like Castle Placement or a funding portal

Form C (a relatively simple information/disclosure document) must be filed with the SEC along with other items including past fundraising rounds, number of employees, large stakeholders, officers & directors, use of funds, material risks, etc.

Any statements made to the public (including on LinkedIn, Twitter, Facebook, etc.) before Form C is filed must include required disclosures, and a screenshot of each of statement must be filed with Form C

Advertisements must direct potential investors to the Castle Placement landing page for the offering, be factual, complete, and avoid “forward looking information”, projections, hyperbole, misleading information, or omission of important information

Advertisements cannot include the terms of the offering (use of funds, amount of securities offered, price and nature/type of the securities, closing date, status towards fundraising goal, etc.)

The SEC requires periodic fundraising progress updates on Form C-U and any amendments to the offering statement on Form C/A

Company financials must include revenues, cost of goods, taxes paid, net income, assets, cash, accounts receivable, short-term debt and long term debt

Investment limits are calculated from self-reported income and net worth, and previous amounts invested across all Regulation CF offerings

Two years of GAAP financials – must be reviewed by an independent CPA (audited financials are required for raises above $1.07 million). If the company was incorporated over six months ago and is raising over $1.07 million two years of GAAP format financials and an Independent Auditor’s Report are required. Castle Placement can introduce you to CPAs and legal/regulatory firms that are well-versed in Reg CF offerings, perform efficiently and quickly, and charge reasonable fees – or you may choose your own professionals

Company must wait 21 days after Form C is filed to withdraw funds

One year after closing, the company must file an annual report to update investors (includes a business discussion and CEO self-certified financial statements – no review or audit is required)

Frequently Asked Questions What is the Investment Process on Castle Placement?

You must open an account in order to invest, to commit to an investment or to communicate on the Castle Placement platform. This requires that you provide certain personal and non-personal information to Castle Placement and its affiliates and/or service providers, including information related to your income and net worth, and other investments. This information is used to verify you as a potential investor who is qualified to invest in investment opportunities posted on Castle Placement. For further information regarding the handling of your personal information, please see the Castle Placement Privacy Policy.

How much can an individual invest in a Reg CF transaction?

Anyone can invest in offerings under Regulation Crowdfunding. Because of the risks involved with this type of investing, however, you are limited in how much you can invest during any 12-month period in these transactions. The limitation on how much you can invest depends on your net worth and annual income. Accredited investors have no limit on how much they can invest.

Do investors pay fees?

Castle Placement receives fees based on a percentage of each investment made by each investor on the platform. The fee schedule is subject to change at any time and is disclosed in the offering document of the company.

How Does Castle Placement Get Paid?

Castle Placement makes money by charging a commission on the amount of investments raised by the issuer. This is subject to change at any time and is disclosed in the offering document of the company. The commission is usually a percentage of the capital raised, and usually is comprised of a cash fee and an equity fee.

Can Regulation Crowdfunding Securities be Purchased Directly from a Company?

No. Companies may not offer crowdfunding investments to directly. They must use a crowdfunding intermediary, such as a Financial Industry Regulatory Authority (FINRA) broker-dealer like Castle Placement or a funding portal. Each must be registered with the Securities Exchange Commission and FINRA.

What Proof of Ownership does the Investor receive?

The offering is “Book Entry” – this will operate as the proof of purchase. Electronic records will be held with the issuing company’s transfer agent or cap table management service. Once the purchase of stock is complete, the investor will receive a confirmation email with details of the investment which will include a Subscription Agreement countersigned by the issuing company.

What If the Target Investment Goals are Reached by the Issuing Company Early?

When the target offering amount has been met Castle Placement will notify investors by email. If the issuing company obtains its goal early, it can create a new target deadline at least five business days out. Investors will be notified of the new target deadline via email. Investor will then have the opportunity to cancel up to 48 hours before the new deadline. Regardless of their progress in meeting their funding target, campaigns must be live for a minimum of 21 days.

What Ways Can I Invest?

On the Castle Placement platform you can invest: i) individually; ii) from a self-directed IRA or 401K; iii) as a Trust, or iv) as an entity (such as an LLC or corporation).

If you or someone you know wants information about raising capital for a company, feel free to continue exploring our help section or reach out to a Castle Placement team member at rguico@castleplacement.com.

To learn more about crowdfunding, see the adopting release and complete text of Regulation Crowdfunding.

To read the May 10, 2017 SEC Investor Bulletin Crowdfunding for Investors, Click Here.

For additional investor educational information, see the SEC’s website for individual investors by clicking here.

3) Castle Placement’s Client Relationship Summary (CRS) Document

Castle Placement, LLC. (“Castle”, “we”, or “us”) is a registered with the Securities and Exchange Commission as a broker-dealer and member of FINRA/SIPC. This disclosure includes information about Castle’s services, fees and costs, and conflicts of interest that we are required to provide to you, as a retail investor. PLEASE RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS Investment products offered through Castle are not insured by the FDIC or any other federal government agency, are not deposits or other obligations of, or guaranteed by, a bank or any bank affiliate, and are subject to investment risks, including possible loss of the principal amount invested. Investments in equity crowdfundings and private placements are extremely illiquid, and your entire investment amount could be lost. Castle does not make recommendations of securities to investors The company issuing securities is Castle’s client If you are an investor, you are not a customer or client of Castle Brokerage and investment advisory services differ, and that it is important for you to understand these differences. We are not an investment advisor and do not provide investment advisory services, portfolio management, or advice or recommendations about your overall investment portfolio or the types of account(s) you should have. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers. What Investment Services and Advice can you Provide Me? We do not provide any investment services, advice or recommendations to you. Castle Investment Offerings: Our equity crowdfunding and private placement brokerage services include Regulation A+ broker/dealer services, Regulation Crowdfunding broker/dealer services, Regulation D broker/dealer services, and other investment banking services. All transactions are done on an agency basis by Castle. Castle’s client is the issuer and Castle gets paid its fee from the issuer. Castle Brokerage Services: Castle’s brokerage services include a variety of investment banking services. We do not provide you with investment recommendations. Castle acts in its capacity as a broker/dealer on behalf of its client, the issuer. We do not have a fiduciary obligation to you as an investor. Limits on Monitoring and Investment Discretion: Castle does not exercise discretionary investment authority for you (i.e., make decisions to buy or sell your investments without your direction) or monitor your investments for you. Accordingly, you are responsible for reviewing your investments to make sure your investments are appropriate for you, taking into consideration your current financial situation, existing investment portfolio, age, target returns, investment goals, and risk tolerance. Castle does not make recommendations of securities to investors. The company issuing securities is Castle’s client. If you are an investor, you are not a customer or client of Castle. Do you Provide Investment Services, Advice, or Recommendations to Me? No. We do not provide recommendations. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide you. Here is an example to help you understand what this means: Compensation we receive from issuers of securities when we sell certain investments. We only offer agency brokerage services to retail investors, including executing transactions in private placements and other exempt offerings under Reg CF, Reg A+, and Reg D, for issuers we represent. We do not offer investment services, advice or recommendations. We do not open brokerage accounts for investors. For further clarification, as a retail investor that is considering or actually does invest in a transaction listed on Castle’s website or otherwise marketed by us, you are not our client. Our client is the issuer of the securities. Any services provided by Castle to retail investors are done so on behalf of our client, the issuer of these securities. Since retail investors in these securities are not clients of Castle and do not have accounts with Castle, Castle does not obtain any investor’s specific investment profile or circumstances (current investment portfolio, income, expenses, dependents, health, goals, risk tolerance, return objectives, other obligations/liabilities, etc.). Therefore, Castle is not in a position to, and does not, make any recommendations as to whether these securities are appropriate for a specific investor or in a specific investor’s best interest. Further, any advertisements, emails and/or any other communication received by retail investors in connection with offerings contain information and representations from the Issuer – they are not recommendations by Castle to purchase these securities or representations made by Castle, and they are not a call to action for you to invest. Your decision to invest is yours alone, with the help of your professional and legal advisors. Limitations to these offerings include: they are extremely risky and you could lose your entire investment; they are illiquid and speculative; they may not be suitable for you; the required minimum investment may be high; some offerings are only available to accredited investors or are subject to other restrictions; and fees and expenses are higher than other investments, and will reduce your return of and/or on your investment. Other risks are described more fully on our website, and in the offering materials for each investment. A particular risk to our business model is that we do not offer a diversified menu of private investments; we narrowly focus on offering securities of issuers for which we serve as managing dealer or placement agent, and the scope of our product offering is therefore limited compared to a broker that is offering you recommendations or advice. Our brokerage business is narrowly focused on the sale of securities issued by the companies that we represent. We are an issuer’s agent, which means that unless we have a written agreement with you to the contrary, we are not your agent and we do not give advice or make recommendations about specific securities, types of securities or investment strategies involving securities to you. To the extent that a solicitation or call to action is deemed to be a recommendation under U.S. law or regulation, you should be aware that we are inherently conflicted with your interests, and you should seek advice from an investment advisor or a broker who will act as your agent. What Fees Will I Pay? Brokerage Services: The primary fees you pay for Castle’s brokerage services are “transaction-based” fees. These fees are typically called “commissions” or “brokerage fees”. These fees vary depending on the investment product you select, the capacity in which we act, and the size of the transaction, and are charged up-front when you purchase the investment. You pay fees in connection with your investments, directly or indirectly through the issuer (or its sponsor) that has retained us, through which you make your investment. These fees vary depending on the issuer and type of security. Review the offering materials for each offering for a full discussion of fees and costs. Since we are the agent of the issuers, and are compensated by the issuers, we have a conflict of interest in that we have an incentive to sell you securities from which we stand to profit most. Certain securities pay us, as broker, higher fees than others, and this creates an incentive for us to sell you securities on which we receive higher fees. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. If you lose money on your investment, the fees paid will increase those losses. Contact us for more information if you have questions about fees or expenses related to a product or service. We do not provide advice or recommendations about securities, investment strategies, or investment accounts. If you seek such advice, you should establish a relationship with an investment advisor or broker to serve as your agent. If a solicitation or call to action were deemed to be a recommendation under U.S. law or regulations, then we would be subject to Regulation BI and we would be required to act in your best interest and not put our interest ahead of yours. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they could affect your investment results. Description of Other Fees and Costs: None What are Your Legal Obligations to Me when Providing Recommendations? How else does your Firm Make Money and what Conflicts of Interests do you Have? Castle does not make any recommendations whatsoever regarding your investment. All of our activities are done in a broker-dealer capacity. We are not an investment adviser and we do not provide investment advisory services. A conflict of interest is a situation in which Castle engages in a transaction or activity where our interest is materially averse to your interest. Potential conflicts of interest may exist when we provide services to you. The mere presence of a conflict of interest does not imply that harm to your interests will occur, but it is important that we acknowledge the presence of such conflicts. Moreover, our regulatory obligations require that we establish, maintain, and enforce written policies and procedures reasonably designed to address potential conflicts of interest associated with any recommendations to you. We take these obligations very seriously. It is important for investors to understand that the investor is not a customer or client of Castle, and Castle does not make recommendations of securities to investors. Furthermore, when someone invests in one of our transactions Castle receives a success fee (a percentage of the amount invested) from the issuer. This creates an inherent conflict of interest for Castle, and the investor should consider this when making his or her investment decision. Typically, our conflicts of interest are the result of compensation structures and other financial arrangements among Castle, our Registered Representatives, and our clients. Securities rules allow for us, our Registered Representatives, and our affiliates to earn compensation when we provide brokerage services to you. However, the compensation that we and our Registered Representatives receive varies based upon the product or service you purchase, which may create a financial incentive to recommend investment products and services that generate greater compensation to Castle. This could significantly impact your investment returns. Castle is committed to taking appropriate steps to identify, mitigate and avoid conflicts of interest. Below you will find additional information related to potential conflicts of interest. This information is not intended to be an all-inclusive list of potential conflicts, but generally describes those conflicts that may be material to you as an investor in Castle transactions. In addition to this disclosure, conflicts of interest are disclosed to you in various agreement(s) and disclosure documents and other information we make available to you, including on our website at www.castleplacement.com. How do Your Financial Professionals Make Money? Castle has both salaried personnel and independent contractors. Our salaried personnel (some of whom are registered representatives) receive a salary and discretionary bonus based upon their individual performance and firm performance. Our employees are prohibited from giving advice or making recommendations with respect to securities or investment strategies. Our independent contractors are registered representatives. They receive a portion of upfront fees paid to us, and commissions for the sales of securities issued. Our registered representatives, like our employees, are prohibited from giving advice or making recommendations with respect to securities or investment strategies. All of our employees and independent contractors are agency brokers, not advisors. Compensation is tied directly or derives from sales by us, which significantly makes worse the conflicts of interest described herein. Do You or Your Financial Professionals Have Legal or Disciplinary History Yes. While the firm does not have a legal or disciplinary history, certain registered representatives have a legal or disciplinary history to report. See investor.gov/CRS and brokercheck.finra.org/.

CONVERSATION STARTERS: Ask your financial professional:

• How are you and your firm compensated? Are there any conflicts?

• What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean?

• Given my financial situation, should I choose a brokerage service? Why or why not?

• How will you choose investments to recommend to me based on my financial situation?

• What services do you and your firm offer?

• Who is my primary contact person? Is he or she a representative of an investment advisor or broker dealer? Who can I talk to if I have concerns about how this person is treating me?

• Help me understand how these fees and costs might affect my investments? If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me?

• How might your conflicts of interest affect me, and how will you address them?

• As a financial professional, do you have any disciplinary history? For what type of conduct? For additional information about our brokerage services or to obtain an updated copy of this Client Relationship Summary, please visit our website at www.castleplacement.com, call us at (212) 418-1180 or contact us in writing at Castle Placement, LLC, Attn: Compliance, 1460 Broadway, New York, NY 10036. CASTLE PLACEMENT, LLC - Member FINRA/SIPC
I acknowledge that I have read the 1) Important Disclosures Regarding Reg CF; 2) Reg CF Education Material; and 3) Castle Placement’s Client Relationship Summary (CRS) Document *
I acknowledge that I have read the 1) Important Disclosures Regarding Reg CF; 2) Reg CF Education Material; and 3) Castle Placement’s Client Relationship Summary (CRS) Document

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Please review the Subscription Agreement below. Note that this is a read-only electronic document. You will not be executing this document on this panel. After you complete your review, please check the box below that states: “I acknowledge that I have read the Subscription Agreement” and click Next. In the next panel you will electronically sign the Subscription Agreement. Thank you.
SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS

SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN

INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE

INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH

INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE

SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE

ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING

STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE

“SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION

THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE SECURITIES

ACT AND IT IS NOT REVIEWED IN ANY WAY BY THE SEC. THE SECURITIES HAVE NOT

BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION

OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING

AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR

ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR

INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS

OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY CASTLE PLACEMENT,

LLC (THE “PLATFORM”) AND USING THE BROKER-DEALER SERVICES OF CASTLE PLACEMENT, LLC (THE “INTERMEDIARY”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4(e). THE COMPANY IS RELYING ON THE REPRESENTATIONS AND

WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT

AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION

AGREEMENT, THE OFFERING STATEMENT OR ANY OF THE OTHER MATERIALS

AVAILABLE ON THE INTERMEDIARY’S WEBSITE (COLLECTIVELY, THE “OFFERING

MATERIALS”) OR ANY COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS

OFFICERS, EMPLOYEES OR AGENTS AS INVESTMENT, LEGAL OR TAX ADVICE. IN

MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN

EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE

MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND

INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS

PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS

ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION

CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE

OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,”

“INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY

FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING

STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH

RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT

COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM

THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE

CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING

STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE

COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY

THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE

ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING

MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY

REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION

OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY

PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY

PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR

DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING

MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF

THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.



TO: Next Dynamics

226 N Front St, Ste 143, Wilmington, NC 28401

Ladies and Gentlemen:

1. Subscription.

The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase of securities. Subject to the terms and conditions of this Subscription Agreement, the Company hereby agrees to sell to you, and you hereby agree to purchase from the Company, the number of shares of the Class A Common that equates to your investment amount at a share price of $1.00 per share (the “Shares”) as stated in the investment application completed and signed by you electronically at https://castleplacement.com/portfolio/[Landing Page url]. The rights of the Securities are as set forth in the Fourth Amended and Restated Articles of Incorporation, and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document.

By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.

This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

The aggregate value of Securities sold shall not exceed $5,000,000 (the “Oversubscription Offering”). The Company may accept subscriptions until 03/01/2024 (the “Termination Date”). Providing that subscriptions for 25,000 shares of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect.

2. Purchase Procedure.

Payment. The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement, which signature and delivery may take place through digital online means. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities in accordance with the online payment process established by the Intermediary.

Escrow arrangements. Payment for the Securities shall be received by Wilmington Trust, National Association (the “Escrow Agent”) from the undersigned by transfer of immediately available funds or other means approved by the Company prior to the applicable Closing, in the amount as set forth in Appendix A on the signature page hereto and otherwise in accordance with Intermediary’s payment processing instructions. Upon such Closing, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Colonial Stock Transfer Company, Inc (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation CF.

3. Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

Organization and Standing. The Company is a Corporation duly formed, validly existing and in good standing under the laws of the State of Texas. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

Eligibility of the Company to Make an Offering under Section 4(a)(6). The Company is eligible to make an offering under Section 4(a)(6) of the Securities Act and the rules promulgated thereunder by the SEC.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and nonassessable.

Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate actions on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

No filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Section 4(a)(6) of the Securities Act or the rules promulgated thereunder or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

Financial statements. Complete copies of the Company’s financial statements consisting of the statement of financial position of the Company at August 2022 and the related consolidated statements of income and cash flows for the two-year period then ended (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Statement and on the Intermediary’s website. The Financial Statements are based on the books and records of the Company and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. La Posta & Associates, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC. The Financial Statements comply with the requirements of Rule 201 of Regulation Crowdfunding, as promulgated by the SEC.

Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in the Offering Materials.

Litigation. Except as set forth in the Offering Statement, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4. Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of the Subscriber’s respective Closing Date(s):

Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

Resales. Subscriber agrees that during the one-year period beginning on the date on which it acquired Securities pursuant to this Subscription Agreement, it shall not transfer such Securities except:

To the Company;

To an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act;

As part of an offering registered under the Securities Act with the SEC; or

To a member of the Subscriber’s family or the equivalent, to a trust controlled by the Subscriber, to a trust created for the benefit of a member of the family of the Subscriber or equivalent, or in connection with the death or divorce of the Subscriber or other similar circumstance.

Investment Limits. Subscriber represents that either:

Subscriber meets the definition of Accredited Investor under Rule 501 as set forth in Appendix A; or

Subscriber’s net worth or annual income is less than $107,000, and that the amount it is investing pursuant to this Subscription Agreement, together with all other amounts invested in offerings under Section 4(a)(6) of the Securities Act within the previous 12 months, does not exceed the greater of (A) 5% of the greater of its annual income or net worth, or (B) $2,200; or

Both of Subscriber’s net worth and annual income are more than $107,000, and that the amount it is investing pursuant to this Subscription Agreement, together with all other amounts invested in offerings under Section 4(a)(6) of the Securities Act within the previous 12 months, does not exceed 10% of the greater of its annual income or net worth, and does not exceed $107,000.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

Shareholder information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

Company Information. Subscriber has read the Offering Statement. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Form C. Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the closing of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Texas.

EACH OF THE SUBSCRIBERS AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE

STATE OF TEXAS AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBERS AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBERS AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE

AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

     If to the Company, to:

Attention: Jacob Salk – CEO

Next Dynamics, Inc.

226 N Front St, Ste 143, Wilmington, NC 28401

jacob@nextdynamicscorp.com

cc:

Paul Goodman

Cyruli Shanks & Zizmor LLP

420 Lexington Ave Suite 2320, New York, NY 10170

pgoodman@cszlaw.com

If to a Subscriber, to Subscriber’s address as shown on the signature page hereto or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

Miscellaneous.

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

This Subscription Agreement is not transferable or assignable by Subscriber.

The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

The terms and provisions of this Subscription Agreement, specifically Sections 4(f), 5 and 6 of this Agreement, shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement.

The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the platform of the intermediary (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber; (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company; and (c) each party's execution and delivery of this Subscription Agreement as provided in this section establishes such party's acceptance of the terms and conditions of this Subscription Agreement.

[SIGNATURE PAGE FOLLOWS]

Next Dynamics, Inc.

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase Class A Common of Next Dynamics, by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

(a)   The number of Securities of Class A Common the undersigned hereby irrevocably subscribes for is:

_____________

(print number of

Securities)

(b)   The aggregate purchase price (based on a purchase price of $2.00 per share for the Class A Common the undersigned hereby irrevocably subscribes for is:

$_____________

(print aggregate purchase price)

(c)   The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of:

___________________________________________

(print name of owner or joint owners)

If the Securities are to be purchased in joint names, both Subscribers must sign:

________________________________________

Signature

________________________________________

________________________________________

Signature

________________________________________

Name (Please Print) Name (Please Print)

________________________________________ ________________________________________

Email address   Email address

________________________________________ ________________________________________

Address Address

________________________________________ ________________________________________ ________________________________________ ________________________________________

Telephone Number   Telephone Number

________________________________________ ________________________________________

Social Security Number/EIN   Social Security Number

________________________________________ ________________________________________

Date   Date

* * * * *

This Subscription is accepted    Next Dynamics, Inc.

on _____________, 2023

By: _______________________

Name: Jacob Salk

Title: President & CEO



APPENDIX A

An accredited investor, as defined in Rule 501(a) of the Securities Act of 1933, as amended, includes the following categories of investor:

Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of

$5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000.

Except as provided in paragraph (5)(ii) of this section, for purposes of calculating net worth under this paragraph (5):

The person's primary residence shall not be included as an asset;

Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

Paragraph (5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

Such right was held by the person on July 20, 2010;

The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

The person held securities of the same issuer, other than such right, on July 20, 2010.

Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and

Any entity in which all of the equity owners are accredited investors;

Any entity, of a type of not listed in paragraphs (1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status.

Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):

With assets under management in excess of $5,000,000,

(iii) That is not formed for the specific purpose of acquiring the securities offered, and

(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and

Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (12)(iii).

Subscription Agreement *
I acknowledge that I have read the Subscription Agreement.

Basic Info

Investor Info

Funding Info

Send

Completion Process: 60%
Subscriber Name *
Type of Shares: Common

Investment Amount: $ USD

Subscription Agreement *
I acknowledge that the entry of my name in the field below represents my e-signature of the Subscription Agreement, and represents my agreement to be bound by the Subscription Agreement in conjunction with the information that I have provided in this InvestNow portal, and that I have reviewed the SEC Filing in connection with this offering.
E-signature (Type Full Legal Name as Displayed Below)
E-signature (Type Full Legal Name as Displayed Below)

Basic Info

Investor Info

Funding Info

Send

Completion Process: 70%
I have previously invested in crowdfund offerings in the last 12 months
I have previously invested in crowdfund offerings in the last 12 months
Total of all other Reg CF investments I have made in the past 12 months *
Total of this investment and all other Reg CF investments you have made in the prior 12 months
I am an accredited investor.
I am an accredited investor.
If your investment amount is greater than $2,200 (including all other Reg CF investments you made in the past 12 months) please provide the following information (this information is only used to determine if you have an investment limit):
Yearly Income *
Net Worth *
The above includes my spouse's income and net worth.
The above includes my spouse's income and net worth.
Spouse’s First Name *
Spouse’s Last Name *

Basic Info

Investor Info

Funding Info

Send

Investor Information
Completion Process: 80%
Investing As *
Title *
Name *
First
Last
Name of Company, Trust or Tenant *
Mailing Address
Address Line 1 *
Address Line 2
City *
State *
Zip Code *

Basic Info

Investor Info

Funding Info

Send

Completion Process: 85%
Date of Birth
Investors must be at least 18 years old.
Social Security Number *
Financial advisor
A financial advisor is assisting me or is filing out these forms on behalf of the investor.
Financial Advisor’s Name *
Financial Advisor’s Email Address *

Basic Info

Investor Info

Funding Info

Send

Identity Check

Our FINRA Broker Dealer is required to keep on file a form that accurately describes who you are. This is "Know Your Client" information.

Completion Process: 90%
Document for Identity Check *
Identification Number on Document *
License Number *
Expiration Date *
Place of Issuance *
Place of Issuance *

Basic Info

Investor Info

Funding Info

Send

Completion Process: 95%

1) Important Disclosures Regarding Reg CF; 2) Reg CF Education Material; and 3) Castle Placement’s Client Relationship Summary (CRS) Document

1) Important Disclosures Regarding Reg CF

Please review the following important information:

- Promoters must clearly disclose in all communications on the platform the receipt of compensation and the fact that he or she is engaging in promotional activities on behalf of the issuer.

- Disclosure regarding manner in which Castle Placement is compensated: Castle Placement receives a cash fee equal to a percentage of the capital that is raised by the company in this Reg CF and stock in the company equal to a percentage of the capital that is raised by the company in this Reg CF.

- You must understand that the entire amount of your investment may be lost. Investing in securities involves risk, and you should not invest any funds unless you can afford to lose the entire amount of your investment.

- There are restrictions on your ability to cancel an investment commitment and obtain a return of your investment. You will have up to 48 hours prior to the end of the offering period to change your mind and cancel your investment commitment for any reason. Once the offering period is within 48 hours of ending, you will not be able to cancel for any reason, even if you make a commitment during this period.

- It may be difficult for you to resell the securities that you have acquired.

2) Reg CF Educational Material - Overview of Reg CF

The SEC requires Castle Placement to post educational materials for prospective investors on our site. These materials are a great start to educate yourself and understand the risks of making crowdfunding investments. However, there are several additional steps you must take to make a responsible investment decision, including completion of a thorough investigation of the issuing company and participation in our online forum. The online forum allows you to ask the issuing company questions, interact with other investors, and study the benefits, detriments, and risks of each investment opportunity.

Equity crowdfunding allows the general public to participate in venture capital and private equity investing. Companies can use crowdfunding to offer and sell securities to the investing public – anyone can invest in a crowdfunding securities offering.

Pursuant to Rule 302(b) of Securities and Exchange Commission (“SEC”) Regulation Crowdfunding under the Securities Act of 1933 (Title III of the JOBS Act), as amended (the “Securities Act”), it is required that all potential investors who open an account on Castle Placement.com and/or commit to purchasing securities receive and acknowledge certain educational information from Castle Placement related to the posting of securities offerings on the Castle Placement platform, including:

(i) The process for the offer, purchase and issuance of securities through the intermediary and the risks associated with purchasing securities offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6));

(ii) The types of securities offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) available for purchase on the intermediary’s platform and the risks associated with each type of security, including the risk of having limited voting power as a result of dilution;

(iii) The restrictions on the resale of a security offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6));

(iv) The types of information that an issuer is required to provide under § 227.202, the frequency of the delivery of that information and the possibility that those obligations may terminate in the future;

(v) The limitations on the amounts an investor may invest pursuant to § 227.100(a)(2);

(vi) The limitations on an investor’s right to cancel an investment commitment and the circumstances in which an investment commitment may be cancelled by the issuer;

(vii) The need for the investor to consider whether investing in a security offered and sold in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) is appropriate for that investor;

(viii) That following completion of an offering conducted through the intermediary, there may or may not be any ongoing relationship between the issuer and intermediary;

(ix) That under certain circumstances an issuer may cease to publish annual reports and, therefore, an investor may not continually have current financial information about the issuer;

(x) The risks of investing in such securities;

(xi) How securities are offered and purchased;

(xii) Investment limits for certain investors;

(xiii) The types of securities offered and any resale restrictions on such securities;

(xiv) The disclosure generally required to be made available by issuers offering securities on the Castle Placement platform; and

(xv) The relationship among Castle Placement, the companies issuing securities and investors.

Please review the important educational information below before you begin to register on Castle Placement and before you make any investment commitment.

Castle Placement, LLC: Castle Placement is a FINRA licensed investment banking platform that connects issuing companies with investors, including through equity crowdfunding.

Regulation CrowdFunding (Reg CF): an equity crowdfunding regulation that allows companies to raise capital efficiently and investors to invest capital efficiently.

Enacted in 2016 and significantly expanded in 2021

$5 million per year

Light disclosure required

Anyone (including non-accredited investors) can invest

General solicitation/advertising permitted (subject to restrictions)

Form C: Prior to launching a Section 4(a)(6) equity crowdfunding campaign, the issuer is required to complete and submit a Form C to the SEC together with required attachments. Companies that file a Form C are required to disclose certain information to the public which can be used to understand an investment and that helps determine whether a particular investment is appropriate for a specific person. This includes general information about the issuer, its officers and directors, a description of the business, the planned use for the money raised from the offering, often called the use of proceeds, the target offering amount, the deadline for the offering, related-party transactions, risks specific to the issuer or its business, and financial information about the issuer.

Material Changes: If the issuer makes a material change to the offering terms (e.g., the total amount of the offering, the type of security, etc.) or other information disclosed to investors, including if the deadline is extended, each investor will be given five business days to reconfirm his or her investment commitment. If the investor does not reconfirm, their investment will be cancelled, and their funds will be returned. In addition, if the issuer makes a material change an amendment must be filed with the SEC.

Annual Filing Obligation of Issuers: Each issuer that successfully completes a Title III Regulation Crowdfunding securities offering is required to annually file with the SEC a Form C-AR and financial statements. This must be done no later than 120 days after the end of the Issuer’s fiscal year covered by such filing. Each Issuer must also post its Form C-AR and financial statements to its own website, and that link must be provided along with the date by which such report will be available on the issuer’s website. The Form C-AR contains updated disclosure substantially similar to that provided in the issuer’s initial Form C, including information on the issuer’s size, location, principals and employees, business, plan of operations and the risks of investment in the Issuer’s securities; however, offering-specific disclosure is not required to be disclosed in the Form C-AR. Investors should be aware that an issuer may no longer be required to continue its annual reporting obligations under certain circumstances. In the event that an issuer ceases to make annual flings, investors may no longer have current financial information about the Issuer available to them. An issuer must continue to comply with the ongoing reporting requirements until one of the following occurs:

(1) The issuer is required to file reports under section 13(a) or section 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d));

(2) The issuer has filed, since its most recent sale of securities pursuant to this part, at least one annual report pursuant to this section and has fewer than 300 holders of record;

(3) The issuer has filed, since its most recent sale of securities pursuant to this part, the annual reports required pursuant to this section for at least the three most recent years and has total assets that do not exceed $10,000,000;

(4) The issuer or another party repurchases all of the securities issued in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)), including any payment in full of debt securities or any complete redemption of redeemable securities; or

(5) The issuer liquidates or dissolves its business in accordance with state law.

Audit: An audit provides a higher level of scrutiny by the accountant than a review. The required information is filed with the SEC and posted at the start of the offering on the Castle Placement platform and available to the public throughout the offering on the Castle Placement and SEC sites. It is available to the general public on both websites throughout the offering period – which must be a minimum of 21 days.

Reviewed Financials: A review of an organization’s financial statements provides a report issued by a CPA which expresses that the financial statements are free from material misstatement. A review provides limited assurance on an organization’s financial statements. During a review, inquiries and analytical procedures present a reasonable basis for expressing limited assurance that no material modifications to the financial statements are necessary; they are in conformity with generally accepted accounting principles.

GAAP Financials: All companies raising funds under Regulation CF must provide financial statements prepared in accordance with generally accepted accounting principles (GAAP). For companies incorporated over 120 days ago, GAAP financials must include a cover page, balance sheet, income statement, statement of cash flows, statement of stockholder’s equity, and foot notes (typically 2 -5 pages including accounting methodologies used, an explanation of your taxes, a summary of any debt, and a summary of outstanding equity).

Investment Limitations: Because of the risks involved with this type of investing, you are limited in how much you can invest during any 12-month period in these transactions. The limitation on how much you can invest depends on your net worth and annual income. If either your annual income or your net worth is less than $107,000, then during any 12-month period, you can invest up to the greater of either $2,200 or 5% of the greater of your annual income or net worth. If both your annual income and your net worth are equal to or more than $107,000, then during any 12-month period, you can invest up to 10% of annual income or net worth, whichever is greater, but not to exceed $107,000 for all crowdfunding offerings in any 12-month period. Investors who qualify as accredited investors do not have an annual limit.

Calculating Net Worth: each investor in a Reg CF must calculate his or her net worth. All assets are totaled, and all liabilities are subtracted from that total. For crowdfunding, the value of the investor’s primary residence is not included in the net worth calculation. The SEC’s Investor Bulletin Crowdfunding for Investors contains detailed and useful information about how to perform these calculations.

Cancellations/Changing Your Mind: Each investor has up to 48 hours prior to a rolling close, or 48 hours prior to the offering deadline, to change his or her mind and cancel the investment commitment for any reason. However, once the offering period is within 48 hours of ending, the investment may not be cancelled for any reason, even if the commitment is made during this period. Following the close on funds, the investor will receive securities in exchange for his or her investment. If the investment commitment is not cancelled 48 hours prior to the offering deadline or a rolling close, the funds will be released to the company by the escrow agent. If the investment commitment is cancelled before the 48-hour deadline, Castle Placement will direct the return of any funds that have been committed.

Common Stock: Conveys a portion of the ownership interest in the company to the holder of the security. Stockholders are usually entitled to receive dividends when and if declared, vote on corporate matters, and receive information about the company, including financial statements. This is the riskiest type of equity security since common stock is last in line to be paid if a company fails. You should read our discussion of the risks of early-stage investing here, and pay special attention to the fact that your investment will only make money if the company’s business succeeds. Common Stock is a long-term investment.

Preferred Stock: Stock that has priority over common stock as to dividend payments and/or the distribution of the assets of the company. Preferred stock can have the characteristics of either common stock or debt securities. While preferred stock gets paid ahead of common stock, it will still only be repaid on liquidation if there is money left over after the company’s debts are paid. In certain circumstances (such as an initial public offering or a corporate takeover) the preferred stock might be convertible into common stock (the riskiest class of equity). You should review the terms of the preferred stock to know when that might happen.

Convertible Note: This form of investment is popular because it allows investors to initially lend money to the company and later receive shares if new professional investors decide to invest. The sort of convertible note that is most often offered on the Castle Placement platform may limit the circumstances in which any part of the loan is repaid, and the note may only convert when specified events (such as a preferred stock offering of a specific amount) happens in the future. You will not know how much your investment is “worth” until that time, which may never happen. You should treat this sort of convertible note as having the same risks as common stock.

SAFE: Simple Agreement for Future Equity. The SAFE investor has the right to obtain equity when the company sells shares in a future financing, using a cheap and simple contract. SAFEs solve the difficult, time consuming, and expensive problem of valuing an early-stage startup, and documenting a priced equity investment. A SAFE is not a loan, does not have a legal obligation to be repaid, does not accrue interest, and does not have a maturity date.

Side by Side: A Side by Side offering refers to a deal that is raising capital under two offering types. For instance, a Side by Side offering may involve a raise under Regulation CF and Rule 506(c) of Regulation D.

Valuation Caps: The valuation caps reward early convertible note or SAFE investors. It sets the maximum price that your convertible security will convert into equity. To translate that into a share price, you divide the valuation cap by the series A valuation. Based on the valuation cap investors will be entitled to equity priced at the lower of the valuation cap or the pre-money valuation in the subsequent transaction.

Debt/Revenue Share: Securities in which the seller must repay the investor’s original investment amount at maturity plus interest. Debt securities are essentially loans to the company and the major risk they bear is that the company does not repay them, in which case they are likely to become worthless.

Post-Money Valuation: The valuation of the company after a new investment. Calculated by adding the pre-money valuation and the amount of the new investment.

Pre-Money Valuation: The valuation of the company prior to a new investment. This does not include the amount of the new investment. The marketplace (supply and demand) determines the pre-money valuation of a private company.

Valuation: What the company is considered to be worth by the marketplace. Based on the valuation, percentage ownership can be calculated. The price per share of the stock, by itself, does not provide any meaningful information.

Restrictions on Resale: The securities offered on Castle Placement are only suitable for potential investors who are familiar with and willing to accept the high risks associated with high risk and illiquid private investments. Securities sold through Castle Placement are restricted and not publicly traded and, therefore, cannot be sold unless registered with the SEC or an exemption from registration is available. You are generally restricted from reselling your shares for a one year period after they were issued, unless the shares are transferred:

to an accredited investor;

to the company that issued the securities;

as part of an offering registered with SEC;

to a family member (defined as a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships);

in connection with the investor’s death, divorce or similar circumstance;

to a trust controlled by the investor, or a trust created for the benefit of a family member.

Disclosures:

Promoters must clearly disclose in all communications on the platform the receipt of compensation and the fact that he or she is engaging in promotional activities on behalf of the issuer.

Disclosure regarding manner in which Castle Placement is compensated: Castle Placement receives a cash fee equal to a percentage of the capital that is raised by the company in this Reg CF and stock in the company equal to a percentage of the capital that is raised by the company in this Reg CF.

You must understand that the entire amount of your investment may be lost. Investing in securities involves risk, and you should not invest any funds unless you can afford to lose the entire amount of your investment.

There are restrictions on your ability to cancel an investment commitment and obtain a return of your investment. You will have up to 48 hours prior to the end of the offering period to change your mind and cancel your investment commitment for any reason. Once the offering period is within 48 hours of ending, you will not be able to cancel for any reason, even if you make a commitment during this period.

It may be difficult for you to resell the securities that you have acquired.

Castle Placement does just about all the work for your Reg CF:

You can focus on growing your business

Provide templates for your contract with investors (although Castle Placement does not provide legal advice; you need to consult with your legal counsel)

Help you set up an SPV to aggregate all investors into one entity on your cap table

Help you complete and submit your Form C

Provide you with escrow and transfer agents, introduce you to legal/compliance and accountants, and help facilitate contract signings, payments transfers, escrow, reminders, filings, and many, many more details – including having the funds wired to your corporate account

Help you create one or more SPVs in which a large number of investors can invest, instead of investing directly in the company

Benefits of a Reg CF for the issuer:

Quickly raise a significant amount of capital in an attractive structure

Makes venture capital investing available to everyone – not just high-net worth individuals and institutions

Like-minded people, clients, customers and friends can invest in your company

Anyone can invest as little as $100 in your company (in denominations as little at $100)

General solicitation: broadly advertise via email, digital advertising, in the press, or on social media – subject to regulatory compliance

Entire raise can be consolidated into one or more SPVs (investors get the same economic exposure and information rights as they would from a direct investment in the company)

You could have a massive crowd of rabid fans with a strong economic incentive to support you

Reg CF Requirements:

All Reg CF offerings must be made through a FINRA licensed broker/dealer like Castle Placement or a funding portal

Form C (a relatively simple information/disclosure document) must be filed with the SEC along with other items including past fundraising rounds, number of employees, large stakeholders, officers & directors, use of funds, material risks, etc.

Any statements made to the public (including on LinkedIn, Twitter, Facebook, etc.) before Form C is filed must include required disclosures, and a screenshot of each of statement must be filed with Form C

Advertisements must direct potential investors to the Castle Placement landing page for the offering, be factual, complete, and avoid “forward looking information”, projections, hyperbole, misleading information, or omission of important information

Advertisements cannot include the terms of the offering (use of funds, amount of securities offered, price and nature/type of the securities, closing date, status towards fundraising goal, etc.)

The SEC requires periodic fundraising progress updates on Form C-U and any amendments to the offering statement on Form C/A

Company financials must include revenues, cost of goods, taxes paid, net income, assets, cash, accounts receivable, short-term debt and long term debt

Investment limits are calculated from self-reported income and net worth, and previous amounts invested across all Regulation CF offerings

Two years of GAAP financials – must be reviewed by an independent CPA (audited financials are required for raises above $1.07 million). If the company was incorporated over six months ago and is raising over $1.07 million two years of GAAP format financials and an Independent Auditor’s Report are required. Castle Placement can introduce you to CPAs and legal/regulatory firms that are well-versed in Reg CF offerings, perform efficiently and quickly, and charge reasonable fees – or you may choose your own professionals

Company must wait 21 days after Form C is filed to withdraw funds

One year after closing, the company must file an annual report to update investors (includes a business discussion and CEO self-certified financial statements – no review or audit is required)

Frequently Asked Questions What is the Investment Process on Castle Placement?

You must open an account in order to invest, to commit to an investment or to communicate on the Castle Placement platform. This requires that you provide certain personal and non-personal information to Castle Placement and its affiliates and/or service providers, including information related to your income and net worth, and other investments. This information is used to verify you as a potential investor who is qualified to invest in investment opportunities posted on Castle Placement. For further information regarding the handling of your personal information, please see the Castle Placement Privacy Policy.

How much can an individual invest in a Reg CF transaction?

Anyone can invest in offerings under Regulation Crowdfunding. Because of the risks involved with this type of investing, however, you are limited in how much you can invest during any 12-month period in these transactions. The limitation on how much you can invest depends on your net worth and annual income. Accredited investors have no limit on how much they can invest.

Do investors pay fees?

Castle Placement receives fees based on a percentage of each investment made by each investor on the platform. The fee schedule is subject to change at any time and is disclosed in the offering document of the company.

How Does Castle Placement Get Paid?

Castle Placement makes money by charging a commission on the amount of investments raised by the issuer. This is subject to change at any time and is disclosed in the offering document of the company. The commission is usually a percentage of the capital raised, and usually is comprised of a cash fee and an equity fee.

Can Regulation Crowdfunding Securities be Purchased Directly from a Company?

No. Companies may not offer crowdfunding investments to directly. They must use a crowdfunding intermediary, such as a Financial Industry Regulatory Authority (FINRA) broker-dealer like Castle Placement or a funding portal. Each must be registered with the Securities Exchange Commission and FINRA.

What Proof of Ownership does the Investor receive?

The offering is “Book Entry” – this will operate as the proof of purchase. Electronic records will be held with the issuing company’s transfer agent or cap table management service. Once the purchase of stock is complete, the investor will receive a confirmation email with details of the investment which will include a Subscription Agreement countersigned by the issuing company.

What If the Target Investment Goals are Reached by the Issuing Company Early?

When the target offering amount has been met Castle Placement will notify investors by email. If the issuing company obtains its goal early, it can create a new target deadline at least five business days out. Investors will be notified of the new target deadline via email. Investor will then have the opportunity to cancel up to 48 hours before the new deadline. Regardless of their progress in meeting their funding target, campaigns must be live for a minimum of 21 days.

What Ways Can I Invest?

On the Castle Placement platform you can invest: i) individually; ii) from a self-directed IRA or 401K; iii) as a Trust, or iv) as an entity (such as an LLC or corporation).

If you or someone you know wants information about raising capital for a company, feel free to continue exploring our help section or reach out to a Castle Placement team member at rguico@castleplacement.com.

To learn more about crowdfunding, see the adopting release and complete text of Regulation Crowdfunding.

To read the May 10, 2017 SEC Investor Bulletin Crowdfunding for Investors, Click Here.

For additional investor educational information, see the SEC’s website for individual investors by clicking here.

3) Castle Placement’s Client Relationship Summary (CRS) Document

Castle Placement, LLC. (“Castle”, “we”, or “us”) is a registered with the Securities and Exchange Commission as a broker-dealer and member of FINRA/SIPC. This disclosure includes information about Castle’s services, fees and costs, and conflicts of interest that we are required to provide to you, as a retail investor. PLEASE RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS Investment products offered through Castle are not insured by the FDIC or any other federal government agency, are not deposits or other obligations of, or guaranteed by, a bank or any bank affiliate, and are subject to investment risks, including possible loss of the principal amount invested. Investments in equity crowdfundings and private placements are extremely illiquid, and your entire investment amount could be lost. Castle does not make recommendations of securities to investors The company issuing securities is Castle’s client If you are an investor, you are not a customer or client of Castle Brokerage and investment advisory services differ, and that it is important for you to understand these differences. We are not an investment advisor and do not provide investment advisory services, portfolio management, or advice or recommendations about your overall investment portfolio or the types of account(s) you should have. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers. What Investment Services and Advice can you Provide Me? We do not provide any investment services, advice or recommendations to you. Castle Investment Offerings: Our equity crowdfunding and private placement brokerage services include Regulation A+ broker/dealer services, Regulation Crowdfunding broker/dealer services, Regulation D broker/dealer services, and other investment banking services. All transactions are done on an agency basis by Castle. Castle’s client is the issuer and Castle gets paid its fee from the issuer. Castle Brokerage Services: Castle’s brokerage services include a variety of investment banking services. We do not provide you with investment recommendations. Castle acts in its capacity as a broker/dealer on behalf of its client, the issuer. We do not have a fiduciary obligation to you as an investor. Limits on Monitoring and Investment Discretion: Castle does not exercise discretionary investment authority for you (i.e., make decisions to buy or sell your investments without your direction) or monitor your investments for you. Accordingly, you are responsible for reviewing your investments to make sure your investments are appropriate for you, taking into consideration your current financial situation, existing investment portfolio, age, target returns, investment goals, and risk tolerance. Castle does not make recommendations of securities to investors. The company issuing securities is Castle’s client. If you are an investor, you are not a customer or client of Castle. Do you Provide Investment Services, Advice, or Recommendations to Me? No. We do not provide recommendations. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide you. Here is an example to help you understand what this means: Compensation we receive from issuers of securities when we sell certain investments. We only offer agency brokerage services to retail investors, including executing transactions in private placements and other exempt offerings under Reg CF, Reg A+, and Reg D, for issuers we represent. We do not offer investment services, advice or recommendations. We do not open brokerage accounts for investors. For further clarification, as a retail investor that is considering or actually does invest in a transaction listed on Castle’s website or otherwise marketed by us, you are not our client. Our client is the issuer of the securities. Any services provided by Castle to retail investors are done so on behalf of our client, the issuer of these securities. Since retail investors in these securities are not clients of Castle and do not have accounts with Castle, Castle does not obtain any investor’s specific investment profile or circumstances (current investment portfolio, income, expenses, dependents, health, goals, risk tolerance, return objectives, other obligations/liabilities, etc.). Therefore, Castle is not in a position to, and does not, make any recommendations as to whether these securities are appropriate for a specific investor or in a specific investor’s best interest. Further, any advertisements, emails and/or any other communication received by retail investors in connection with offerings contain information and representations from the Issuer – they are not recommendations by Castle to purchase these securities or representations made by Castle, and they are not a call to action for you to invest. Your decision to invest is yours alone, with the help of your professional and legal advisors. Limitations to these offerings include: they are extremely risky and you could lose your entire investment; they are illiquid and speculative; they may not be suitable for you; the required minimum investment may be high; some offerings are only available to accredited investors or are subject to other restrictions; and fees and expenses are higher than other investments, and will reduce your return of and/or on your investment. Other risks are described more fully on our website, and in the offering materials for each investment. A particular risk to our business model is that we do not offer a diversified menu of private investments; we narrowly focus on offering securities of issuers for which we serve as managing dealer or placement agent, and the scope of our product offering is therefore limited compared to a broker that is offering you recommendations or advice. Our brokerage business is narrowly focused on the sale of securities issued by the companies that we represent. We are an issuer’s agent, which means that unless we have a written agreement with you to the contrary, we are not your agent and we do not give advice or make recommendations about specific securities, types of securities or investment strategies involving securities to you. To the extent that a solicitation or call to action is deemed to be a recommendation under U.S. law or regulation, you should be aware that we are inherently conflicted with your interests, and you should seek advice from an investment advisor or a broker who will act as your agent. What Fees Will I Pay? Brokerage Services: The primary fees you pay for Castle’s brokerage services are “transaction-based” fees. These fees are typically called “commissions” or “brokerage fees”. These fees vary depending on the investment product you select, the capacity in which we act, and the size of the transaction, and are charged up-front when you purchase the investment. You pay fees in connection with your investments, directly or indirectly through the issuer (or its sponsor) that has retained us, through which you make your investment. These fees vary depending on the issuer and type of security. Review the offering materials for each offering for a full discussion of fees and costs. Since we are the agent of the issuers, and are compensated by the issuers, we have a conflict of interest in that we have an incentive to sell you securities from which we stand to profit most. Certain securities pay us, as broker, higher fees than others, and this creates an incentive for us to sell you securities on which we receive higher fees. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. If you lose money on your investment, the fees paid will increase those losses. Contact us for more information if you have questions about fees or expenses related to a product or service. We do not provide advice or recommendations about securities, investment strategies, or investment accounts. If you seek such advice, you should establish a relationship with an investment advisor or broker to serve as your agent. If a solicitation or call to action were deemed to be a recommendation under U.S. law or regulations, then we would be subject to Regulation BI and we would be required to act in your best interest and not put our interest ahead of yours. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they could affect your investment results. Description of Other Fees and Costs: None What are Your Legal Obligations to Me when Providing Recommendations? How else does your Firm Make Money and what Conflicts of Interests do you Have? Castle does not make any recommendations whatsoever regarding your investment. All of our activities are done in a broker-dealer capacity. We are not an investment adviser and we do not provide investment advisory services. A conflict of interest is a situation in which Castle engages in a transaction or activity where our interest is materially averse to your interest. Potential conflicts of interest may exist when we provide services to you. The mere presence of a conflict of interest does not imply that harm to your interests will occur, but it is important that we acknowledge the presence of such conflicts. Moreover, our regulatory obligations require that we establish, maintain, and enforce written policies and procedures reasonably designed to address potential conflicts of interest associated with any recommendations to you. We take these obligations very seriously. It is important for investors to understand that the investor is not a customer or client of Castle, and Castle does not make recommendations of securities to investors. Furthermore, when someone invests in one of our transactions Castle receives a success fee (a percentage of the amount invested) from the issuer. This creates an inherent conflict of interest for Castle, and the investor should consider this when making his or her investment decision. Typically, our conflicts of interest are the result of compensation structures and other financial arrangements among Castle, our Registered Representatives, and our clients. Securities rules allow for us, our Registered Representatives, and our affiliates to earn compensation when we provide brokerage services to you. However, the compensation that we and our Registered Representatives receive varies based upon the product or service you purchase, which may create a financial incentive to recommend investment products and services that generate greater compensation to Castle. This could significantly impact your investment returns. Castle is committed to taking appropriate steps to identify, mitigate and avoid conflicts of interest. Below you will find additional information related to potential conflicts of interest. This information is not intended to be an all-inclusive list of potential conflicts, but generally describes those conflicts that may be material to you as an investor in Castle transactions. In addition to this disclosure, conflicts of interest are disclosed to you in various agreement(s) and disclosure documents and other information we make available to you, including on our website at www.castleplacement.com. How do Your Financial Professionals Make Money? Castle has both salaried personnel and independent contractors. Our salaried personnel (some of whom are registered representatives) receive a salary and discretionary bonus based upon their individual performance and firm performance. Our employees are prohibited from giving advice or making recommendations with respect to securities or investment strategies. Our independent contractors are registered representatives. They receive a portion of upfront fees paid to us, and commissions for the sales of securities issued. Our registered representatives, like our employees, are prohibited from giving advice or making recommendations with respect to securities or investment strategies. All of our employees and independent contractors are agency brokers, not advisors. Compensation is tied directly or derives from sales by us, which significantly makes worse the conflicts of interest described herein. Do You or Your Financial Professionals Have Legal or Disciplinary History Yes. While the firm does not have a legal or disciplinary history, certain registered representatives have a legal or disciplinary history to report. See investor.gov/CRS and brokercheck.finra.org/.

CONVERSATION STARTERS: Ask your financial professional:

• How are you and your firm compensated? Are there any conflicts?

• What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean?

• Given my financial situation, should I choose a brokerage service? Why or why not?

• How will you choose investments to recommend to me based on my financial situation?

• What services do you and your firm offer?

• Who is my primary contact person? Is he or she a representative of an investment advisor or broker dealer? Who can I talk to if I have concerns about how this person is treating me?

• Help me understand how these fees and costs might affect my investments? If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me?

• How might your conflicts of interest affect me, and how will you address them?

• As a financial professional, do you have any disciplinary history? For what type of conduct? For additional information about our brokerage services or to obtain an updated copy of this Client Relationship Summary, please visit our website at www.castleplacement.com, call us at (212) 418-1180 or contact us in writing at Castle Placement, LLC, Attn: Compliance, 1460 Broadway, New York, NY 10036. CASTLE PLACEMENT, LLC - Member FINRA/SIPC
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I acknowledge that I have read the 1) Important Disclosures Regarding Reg CF; 2) Reg CF Education Material; and 3) Castle Placement’s Client Relationship Summary (CRS) Document

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CPGOConnect Contract – please review by scrolling down and acknowledge that you have completed your review by checking the box at the bottom and clicking “Next”.

This agreement (“Agreement”) is made and entered into by and between Company and Castle Placement, LLC (“Castle”) regarding the following data/services (“Services”) to be provided by Castle as an independent contractor to Company:

1. Identify 1,000 prospective investors for Company (“Investors”)

2. Send one initial and one follow-up (two weeks thereafter) email campaign written by Company to the Investors from a Company email address

3. Provide Company with first name, last name, email address and company name in an excel spreadsheet

4. Make available to Company additional detailed contact/company information for the Investors via cpgoapp.com (this information can be viewed but not copied or downloaded)

Castle will not be required to provide any other Services.

Company shall pay Castle as compensation for the Services a $5,000 non-refundable fee, payable upon execution of this Agreement. Castle’s fee shall be earned when Castle provides the Services, and shall not be contingent on the results or success of the capital raise.

Castle has not communicated to the Company, and does not guarantee, that the capital raise will be successful. Many factors could prevent any capital from being raised including without limitation market, economic, political, regulatory, management team, business sector, structure, opportunity, business plan, financial projections, expected returns, perceived risks, or other unanticipated factors.

Company acknowledges that Castle is not acting as a placement agent in connection with this engagement, and will not: conduct due diligence on Company; assist Company in the preparation of any materials, advise Company in any respect including investment terms, securities laws, or regulatory matters; interact with any investors; or make any recommendations regarding the investment.

Company will be responsible for all expenses in connection with the capital raise, except for expenses incurred by Castle in providing the Services.

Entire Agreement. This Agreement, and all schedules hereto, and any rights, duties or obligations hereunder, constitutes the entire agreement of the parties, supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof, and shall inure to the benefit of and be binding upon the successors, assigns, and personal representatives of each of the parties hereto, and may not be waived, amended, modified or assigned, in any way, in whole or in part, including by operation of law, without prior written consent signed by each of the parties hereto. The provisions of this Agreement may not be explained, supplemented or qualified through evidence of industry standards, trade usage or a prior course of dealings.

Severability; Execution; Representations. In case any provision of this Agreement is found to be void, invalid, illegal or unenforceable by reason of law or public policy, all other remaining provisions of this Agreement shall, nevertheless, remain in full force and effect. This Agreement may be executed in several counterparts, each of which when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. Facsimile, PDF or electronic signatures shall be deemed original signatures and be binding. Castle and Company hereby make the representations, warranties and agreements set forth herein.

Choice of Law; Arbitration. This Agreement and any claim or dispute of any kind or nature whatsoever arising out of, or relating to, this Agreement or Castle’s engagement hereunder, directly or indirectly (including any claim concerning services provided pursuant to this Agreement), shall be governed by and construed in all respects, including as to validity, interpretation and effect, in accordance with the laws of the State of New York without giving effect to the conflicts or choice of law provisions thereof. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be adjudicated in accordance with the provisions set forth herein.

Schedules. Company agrees to the provisions regarding Company’s indemnity of Castle and other matters set forth in the schedules attached hereto. All schedules to this Agreement shall be made a part hereof, are an integral part of this Agreement, and shall survive any termination or expiration of this Agreement.

We are pleased to accept this engagement and look forward to working with Company. Upon execution and delivery by both parties this shall constitute a binding agreement.

Very truly yours,

Castle Placement, LLC

By:

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Name: Richard Luftig
Title: Managing Partner

Please review by scrolling down and acknowledge that you have completed your review by checking the box at the bottom and clicking "Next".

SCHEDULE I

INDEMNIFICATION

Company and its affiliates, on a joint and several basis, agree to indemnify Castle, any affiliate or controlling person of Castle and each of their respective directors, officers, employees, agents, affiliates, independent contractors, and representatives (each, an “Indemnified Party”) and hold each of them harmless against any and all losses, claims, damages, expenses, and liabilities to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, the Agreement. Company shall reimburse each Indemnified Party immediately for all expenses for actions arising out of, or relating to, the Agreement. No Indemnified Party shall have any liability to Company or any person asserting claims on behalf of or in right of Company, directly or indirectly, arising out of, or relating to, the Agreement or Castle’s services thereunder. Any amounts that an Indemnified Party may owe to Company shall be limited to the lesser of: (i) actual damages incurred by Company; and (ii) actual cash fees paid by Company to the Indemnified Party in connection with this Agreement. Company will not settle any action in which indemnification could be sought hereunder unless it includes an unconditional release of each Indemnified Party.

SCHEDULE II

REPRESENTATIONS AND WARRANTIES

Castle and Company each represent, warrant and agrees that they have all requisite power and authority to execute and perform this Agreement. All corporate action necessary for the authorization, execution, delivery and performance of this Agreement has been taken. This Agreement constitutes a valid and binding obligation. The parties acknowledge and agree that their respective rights and obligations as set forth herein are contractual in nature. Company is solely responsible for all aspects of its capital raise including structuring, preparing marketing, legal documents, all materials and financial projections, and that all Company securities will be offered and sold in compliance with all applicable securities or blue sky laws, rules, regulations, and registration requirements. Company has done its own independent due diligence on Castle prior to entering into the Agreement and has not relied on any oral or written statement as an inducement to enter into this Agreement, including without limitation statements regarding Castle’s track record, abilities, experience, staffing, expectations for success, or knowledge of it or the industry. Other than the Services, no other services are required of Castle to fulfill its requirements under this Agreement. Castle (a) is under no obligation and provides no express or implied commitment or guarantees that any investment will be made in Company; and (b) shall not assume the responsibilities of an advisor, fiduciary or agent for it. Castle makes no representations, commitments or guarantees regarding the level of interest from potential investors. Castle has limited knowledge of, and Castle makes no representations, commitments or guarantees regarding its knowledge of, Company, its market, or its industry. Company is a sophisticated business enterprise with competent internal financial advisors and legal counsel, and it has retained Castle only for the Services. Company disclaims any intention to impose any fiduciary obligations on Castle by virtue of this Agreement, and (ii) Castle shall not be deemed to have any fiduciary duties or obligations to the investors, Company, or any other entities. Company will not directly or indirectly solicit an employee of Castle to work for or with Company.

SCHEDULE III

ARBITRATION/LITIGATION/VENUE

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be adjudicated by arbitration administered by the American Arbitration Association (the “AAA”) in New York, NY in accordance with its Commercial Arbitration Rules. The award of the arbitrator shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be the sole, exclusive and final remedy for any dispute between the parties. The parties hereby agree that the parties and arbitrators may participate in the procedures via remote communication (such as Zoom). Notwithstanding the requirements in this section that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be adjudicated by binding arbitration as set forth in this schedule, if one of the parties attempts to litigate in court (for example to argue that the arbitration clause herein is not binding or that the ruling of the arbitrator is not binding) the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the US federal courts located in Manhattan, New York solely in respect of the interpretation and enforcement of this Agreement, and hereby waive and agree not to assert as a defense in any action for the interpretation or enforcement hereof, that it is not subject thereto or that such action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by said courts. Nothing contained in this paragraph shall prevent a party from asserting as a defense that such action is prohibited by the binding arbitration provisions contained in this Schedule. The parties agree that issues of arbitrability shall be resolved by the arbitrators, and that all matters involving the Agreement shall be tried in the arbitration forum. In the event of litigation relating to this Agreement, in a court or an arbitration, Company shall be liable and pay to Castle the reasonable legal fees and costs, and/or arbitration costs, incurred by Castle in connection with such litigation and/or arbitration, including any appeal therefrom.

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The above includes my spouse's income and net worth.
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Your Investment limit is 10% of the higher between your Yearly Income and your Net Worth.

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Identity Check

Our FINRA Broker Dealer is required to keep on file a form that accurately describes who you are. This is "Know Your Client" information.

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Client Relationship Summary (CRS) Document

Castle Placement, LLC. (“Castle”, “we”, or “us”) is a registered with the Securities and Exchange Commission as a broker-dealer and member of FINRA/SIPC. This disclosure includes information about Castle’s services, fees and costs, and conflicts of interest that we are required to provide to you, as a retail investor. PLEASE RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS Investment products offered through Castle are not insured by the FDIC or any other federal government agency, are not deposits or other obligations of, or guaranteed by, a bank or any bank affiliate, and are subject to investment risks, including possible loss of the principal amount invested. Investments in equity crowdfundings and private placements are extremely illiquid, and your entire investment amount could be lost. Castle does not make recommendations of securities to investors The company issuing securities is Castle’s client If you are an investor, you are not a customer or client of Castle Brokerage and investment advisory services differ, and that it is important for you to understand these differences. We are not an investment advisor and do not provide investment advisory services, portfolio management, or advice or recommendations about your overall investment portfolio or the types of account(s) you should have. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers. What Investment Services and Advice can you Provide Me? We do not provide any investment services, advice or recommendations to you. Castle Investment Offerings: Our equity crowdfunding and private placement brokerage services include Regulation A+ broker/dealer services, Regulation Crowdfunding broker/dealer services, Regulation D broker/dealer services, and other investment banking services. All transactions are done on an agency basis by Castle. Castle’s client is the issuer and Castle gets paid its fee from the issuer. Castle Brokerage Services: Castle’s brokerage services include a variety of investment banking services. We do not provide you with investment recommendations. Castle acts in its capacity as a broker/dealer on behalf of its client, the issuer. We do not have a fiduciary obligation to you as an investor. Limits on Monitoring and Investment Discretion: Castle does not exercise discretionary investment authority for you (i.e., make decisions to buy or sell your investments without your direction) or monitor your investments for you. Accordingly, you are responsible for reviewing your investments to make sure your investments are appropriate for you, taking into consideration your current financial situation, existing investment portfolio, age, target returns, investment goals, and risk tolerance. Castle does not make recommendations of securities to investors. The company issuing securities is Castle’s client. If you are an investor, you are not a customer or client of Castle. Do you Provide Investment Services, Advice, or Recommendations to Me? No. We do not provide recommendations. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide you. Here is an example to help you understand what this means: Compensation we receive from issuers of securities when we sell certain investments. We only offer agency brokerage services to retail investors, including executing transactions in private placements and other exempt offerings under Reg CF, Reg A+, and Reg D, for issuers we represent. We do not offer investment services, advice or recommendations. We do not open brokerage accounts for investors. For further clarification, as a retail investor that is considering or actually does invest in a transaction listed on Castle’s website or otherwise marketed by us, you are not our client. Our client is the issuer of the securities. Any services provided by Castle to retail investors are done so on behalf of our client, the issuer of these securities. Since retail investors in these securities are not clients of Castle and do not have accounts with Castle, Castle does not obtain any investor’s specific investment profile or circumstances (current investment portfolio, income, expenses, dependents, health, goals, risk tolerance, return objectives, other obligations/liabilities, etc.). Therefore, Castle is not in a position to, and does not, make any recommendations as to whether these securities are appropriate for a specific investor or in a specific investor’s best interest. Further, any advertisements, emails and/or any other communication received by retail investors in connection with offerings contain information and representations from the Issuer – they are not recommendations by Castle to purchase these securities or representations made by Castle, and they are not a call to action for you to invest. Your decision to invest is yours alone, with the help of your professional and legal advisors. Limitations to these offerings include: they are extremely risky and you could lose your entire investment; they are illiquid and speculative; they may not be suitable for you; the required minimum investment may be high; some offerings are only available to accredited investors or are subject to other restrictions; and fees and expenses are higher than other investments, and will reduce your return of and/or on your investment. Other risks are described more fully on our website, and in the offering materials for each investment. A particular risk to our business model is that we do not offer a diversified menu of private investments; we narrowly focus on offering securities of issuers for which we serve as managing dealer or placement agent, and the scope of our product offering is therefore limited compared to a broker that is offering you recommendations or advice. Our brokerage business is narrowly focused on the sale of securities issued by the companies that we represent. We are an issuer’s agent, which means that unless we have a written agreement with you to the contrary, we are not your agent and we do not give advice or make recommendations about specific securities, types of securities or investment strategies involving securities to you. To the extent that a solicitation or call to action is deemed to be a recommendation under U.S. law or regulation, you should be aware that we are inherently conflicted with your interests, and you should seek advice from an investment advisor or a broker who will act as your agent. What Fees Will I Pay? Brokerage Services: The primary fees you pay for Castle’s brokerage services are “transaction-based” fees. These fees are typically called “commissions” or “brokerage fees”. These fees vary depending on the investment product you select, the capacity in which we act, and the size of the transaction, and are charged up-front when you purchase the investment. You pay fees in connection with your investments, directly or indirectly through the issuer (or its sponsor) that has retained us, through which you make your investment. These fees vary depending on the issuer and type of security. Review the offering materials for each offering for a full discussion of fees and costs. Since we are the agent of the issuers, and are compensated by the issuers, we have a conflict of interest in that we have an incentive to sell you securities from which we stand to profit most. Certain securities pay us, as broker, higher fees than others, and this creates an incentive for us to sell you securities on which we receive higher fees. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. If you lose money on your investment, the fees paid will increase those losses. Contact us for more information if you have questions about fees or expenses related to a product or service. We do not provide advice or recommendations about securities, investment strategies, or investment accounts. If you seek such advice, you should establish a relationship with an investment advisor or broker to serve as your agent. If a solicitation or call to action were deemed to be a recommendation under U.S. law or regulations, then we would be subject to Regulation BI and we would be required to act in your best interest and not put our interest ahead of yours. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they could affect your investment results. Description of Other Fees and Costs: None What are Your Legal Obligations to Me when Providing Recommendations? How else does your Firm Make Money and what Conflicts of Interests do you Have? Castle does not make any recommendations whatsoever regarding your investment. All of our activities are done in a broker-dealer capacity. We are not an investment adviser and we do not provide investment advisory services. A conflict of interest is a situation in which Castle engages in a transaction or activity where our interest is materially averse to your interest. Potential conflicts of interest may exist when we provide services to you. The mere presence of a conflict of interest does not imply that harm to your interests will occur, but it is important that we acknowledge the presence of such conflicts. Moreover, our regulatory obligations require that we establish, maintain, and enforce written policies and procedures reasonably designed to address potential conflicts of interest associated with any recommendations to you. We take these obligations very seriously. It is important for investors to understand that the investor is not a customer or client of Castle, and Castle does not make recommendations of securities to investors. Furthermore, when someone invests in one of our transactions Castle receives a success fee (a percentage of the amount invested) from the issuer. This creates an inherent conflict of interest for Castle, and the investor should consider this when making his or her investment decision. Typically, our conflicts of interest are the result of compensation structures and other financial arrangements among Castle, our Registered Representatives, and our clients. Securities rules allow for us, our Registered Representatives, and our affiliates to earn compensation when we provide brokerage services to you. However, the compensation that we and our Registered Representatives receive varies based upon the product or service you purchase, which may create a financial incentive to recommend investment products and services that generate greater compensation to Castle. This could significantly impact your investment returns. Castle is committed to taking appropriate steps to identify, mitigate and avoid conflicts of interest. Below you will find additional information related to potential conflicts of interest. This information is not intended to be an all-inclusive list of potential conflicts, but generally describes those conflicts that may be material to you as an investor in Castle transactions. In addition to this disclosure, conflicts of interest are disclosed to you in various agreement(s) and disclosure documents and other information we make available to you, including on our website at www.castleplacement.com. How do Your Financial Professionals Make Money? Castle has both salaried personnel and independent contractors. Our salaried personnel (some of whom are registered representatives) receive a salary and discretionary bonus based upon their individual performance and firm performance. Our employees are prohibited from giving advice or making recommendations with respect to securities or investment strategies. Our independent contractors are registered representatives. They receive a portion of upfront fees paid to us, and commissions for the sales of securities issued. Our registered representatives, like our employees, are prohibited from giving advice or making recommendations with respect to securities or investment strategies. All of our employees and independent contractors are agency brokers, not advisors. Compensation is tied directly or derives from sales by us, which significantly makes worse the conflicts of interest described herein. Do You or Your Financial Professionals Have Legal or Disciplinary History Yes. While the firm does not have a legal or disciplinary history, certain registered representatives have a legal or disciplinary history to report. See investor.gov/CRS and brokercheck.finra.org/. CONVERSATION STARTERS: Ask your financial professional: • How are you and your firm compensated? Are there any conflicts? • What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean? • Given my financial situation, should I choose a brokerage service? Why or why not? • How will you choose investments to recommend to me based on my financial situation? • What services do you and your firm offer? • Who is my primary contact person? Is he or she a representative of an investment advisor or broker dealer? Who can I talk to if I have concerns about how this person is treating me? • Help me understand how these fees and costs might affect my investments? If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me? • How might your conflicts of interest affect me, and how will you address them? • As a financial professional, do you have any disciplinary history? For what type of conduct? For additional information about our brokerage services or to obtain an updated copy of this Client Relationship Summary, please visit our website at www.castleplacement.com, call us at (212) 418-1180 or contact us in writing at Castle Placement, LLC, Attn: Compliance, 1460 Broadway, New York, NY 10036. CASTLE PLACEMENT, LLC - Member FINRA/SIPC
I acknowledge that I have read the CRS document. *
I acknowledge that I have read the CRS document.

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SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IT IS NOT REVIEWED IN ANY WAY BY THE SEC. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY CASTLE PLACEMENT, LLC (THE “PLATFORM”) AND USING THE BROKER-DEALER SERVICES OF CASTLE PLACEMENT, LLC (THE “INTERMEDIARY”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4(e). THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING STATEMENT OR ANY OF THE OTHER MATERIALS AVAILABLE ON THE INTERMEDIARY’S WEBSITE (COLLECTIVELY, THE “OFFERING MATERIALS”) OR ANY COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING.  NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE.  EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

TO: Smart Pay Solutions LLC

  1750 SW Skyline Blvd., Suite 25

  Portland, Oregon 97221



Ladies and Gentlemen:

Subscription.

The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase shares of Class B Non-Voting Common Stock, without par value (the “Securities”), of Smart Pay Solutions LLC, an Oregon limited liability company (the “Company”), at a purchase price of $2.50 per share of Class B Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Securities are as set forth in the Fourth Amended and Restated Articles of Incorporation, and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document.

By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.

This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

The aggregate value of Securities sold shall not exceed $5,000,000 (the “Oversubscription Offering”). The Company may accept subscriptions until March 31, 2024 (the “Termination Date”). Providing that subscriptions for 12,500 shares of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect.

Purchase Procedure.

Payment. The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement, which signature and delivery may take place through digital online means. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities in accordance with the online payment process established by the Intermediary.

Escrow arrangements. Payment for the Securities shall be received by Wilmington Trust, National Association (the “Escrow Agent”) from the undersigned by transfer of immediately available funds or other means approved by the Company prior to the applicable Closing, in the amount as set forth in Appendix A on the signature page hereto and otherwise in accordance with Intermediary’s payment processing instructions. Upon such Closing, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Colonial Stock Transfer Company, Inc (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation CF.

Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

Organization and Standing. The Company is a Corporation duly formed, validly existing and in good standing under the laws of the State of Oregon. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

Eligibility of the Company to Make an Offering under Section 4(a)(6). The Company is eligible to make an offering under Section 4(a)(6) of the Securities Act and the rules promulgated thereunder by the SEC.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate actions on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

No filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Section 4(a)(6) of the Securities Act or the rules promulgated thereunder or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

Financial statements. Complete copies of the Company’s financial statements consisting of the statement of financial position of the Company at December 31, 2022 and the related consolidated statements of income and cash flows for the two-year period then ended (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Statement and on the Intermediary’s website. The Financial Statements are based on the books and records of the Company and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. Fordham & Co LLP, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC. The Financial Statements comply with the requirements of Rule 201 of Regulation Crowdfunding, as promulgated by the SEC.

Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in the Offering Materials.

Litigation. Except as set forth in the Offering Statement, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of the Subscriber’s respective Closing Date(s):

Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

Resales. Subscriber agrees that during the one-year period beginning on the date on which it acquired Securities pursuant to this Subscription Agreement, it shall not transfer such Securities except:

To the Company;

To an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act;

As part of an offering registered under the Securities Act with the SEC; or

To a member of the Subscriber’s family or the equivalent, to a trust controlled by the Subscriber, to a trust created for the benefit of a member of the family of the Subscriber or equivalent, or in connection with the death or divorce of the Subscriber or other similar circumstance.

Investment Limits. Subscriber represents that either:

Subscriber meets the definition of Accredited Investor under Rule 501 as set forth in Appendix A; or

Subscriber’s net worth or annual income is less than $107,000, and that the amount it is investing pursuant to this Subscription Agreement, together with all other amounts invested in offerings under Section 4(a)(6) of the Securities Act within the previous 12 months, does not exceed the greater of (A) 5% of the greater of its annual income or net worth, or (B) $2,200; or

Both of Subscriber’s net worth and annual income are more than $107,000, and that the amount it is investing pursuant to this Subscription Agreement, together with all other amounts invested in offerings under Section 4(a)(6) of the Securities Act within the previous 12 months, does not exceed 10% of the greater of its annual income or net worth, and does not exceed $107,000.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

Shareholder information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

Company Information. Subscriber has read the Offering Statement. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Form C. Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the closing of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Oregon.

EACH OF THE SUBSCRIBERS AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF OREGON AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBERS AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBERS AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

If to the Company, to:

Attention: Michael J. Lasky,

1750 Skyline Blvd., Suite 25

Portland, Oregon 97221

cc: Wallace A. Glausi, Esq.

1750 Skyline Blvd., Suite 25a

Portland, Oregon 97221

If to a Subscriber, to Subscriber’s address as shown on the signature page hereto

or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

Miscellaneous.

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

This Subscription Agreement is not transferable or assignable by Subscriber.

The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

The terms and provisions of this Subscription Agreement, specifically Sections 4(f), 5 and 6 of this Agreement, shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement.

The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[SIGNATURE PAGE FOLLOWS]

SMART PAY SOLUTIONS LLC

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase Class B Units of Smart Pay Solutions, LLC, by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

The number of Securities of Class B Units the undersigned hereby irrevocably subscribes for is:

_____________

(print number of Securities)

The aggregate purchase price (based on a purchase price of $2.50 per share for the Class B Units the undersigned hereby irrevocably subscribes for is:

$_____________

(print aggregate purchase price)

The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of:

______________________________________

(print name of owner or joint owners)

If the Securities are to be purchased in joint names, both Subscribers must sign:

______________________________________

Signature

______________________________________

Name (Please Print)

______________________________________

Email address

_______________________________________

Address

______________________________________

______________________________________

Telephone Number

______________________________________

Social Security Number/EIN

______________________________________

Date

______________________________________

Signature

______________________________________

Name (Please Print)

______________________________________

Email address

_______________________________________

Address

______________________________________

______________________________________

Telephone Number

______________________________________

Social Security Number

______________________________________

Date

This Subscription is accepted

on _____________, 202__.

SMART PAY SOLUTIONS LLC

By: _______________________________

Name: Michael J. Lasky

Title: Founder, CEO of the Manager

APPENDIX A

An accredited investor, as defined in Rule 501(a) of the Securities Act of 1933, as amended, includes the following categories of investor:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000.

Except as provided in paragraph (5)(ii) of this section, for purposes of calculating net worth under this paragraph (5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

Paragraph (5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

Such right was held by the person on July 20, 2010;

The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

(C) The person held securities of the same issuer, other than such right, on July 20, 2010.

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and

(8) Any entity in which all of the equity owners are accredited investors;

(9) Any entity, of a type of not listed in paragraphs (1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

(10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status.

(11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

(12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):

(i) With assets under management in excess of $5,000,000,

That is not formed for the specific purpose of acquiring the securities offered, and

(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and

(13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (12)(iii).

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If you are an accredited investor, check the "I am an accredited investor" box and click "Next". If you are not an accredited investor, please provide the following information to determine your investment limit.
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The above includes my spouse's income and net worth.
The above includes my spouse's income and net worth.
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Your Investment limit is 10% of the higher between your Yearly Income and your Net Worth.

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Our FINRA Broker Dealer is required to keep on file a form that accurately describes who you are. This is "Know Your Client" information.

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Client Relationship Summary (CRS) Document

Castle Placement, LLC. (“Castle”, “we”, or “us”) is a registered with the Securities and Exchange Commission as a broker-dealer and member of FINRA/SIPC. This disclosure includes information about Castle’s services, fees and costs, and conflicts of interest that we are required to provide to you, as a retail investor. PLEASE RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS Investment products offered through Castle are not insured by the FDIC or any other federal government agency, are not deposits or other obligations of, or guaranteed by, a bank or any bank affiliate, and are subject to investment risks, including possible loss of the principal amount invested. Investments in equity crowdfundings and private placements are extremely illiquid, and your entire investment amount could be lost. Castle does not make recommendations of securities to investors The company issuing securities is Castle’s client If you are an investor, you are not a customer or client of Castle Brokerage and investment advisory services differ, and that it is important for you to understand these differences. We are not an investment advisor and do not provide investment advisory services, portfolio management, or advice or recommendations about your overall investment portfolio or the types of account(s) you should have. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers. What Investment Services and Advice can you Provide Me? We do not provide any investment services, advice or recommendations to you. Castle Investment Offerings: Our equity crowdfunding and private placement brokerage services include Regulation A+ broker/dealer services, Regulation Crowdfunding broker/dealer services, Regulation D broker/dealer services, and other investment banking services. All transactions are done on an agency basis by Castle. Castle’s client is the issuer and Castle gets paid its fee from the issuer. Castle Brokerage Services: Castle’s brokerage services include a variety of investment banking services. We do not provide you with investment recommendations. Castle acts in its capacity as a broker/dealer on behalf of its client, the issuer. We do not have a fiduciary obligation to you as an investor. Limits on Monitoring and Investment Discretion: Castle does not exercise discretionary investment authority for you (i.e., make decisions to buy or sell your investments without your direction) or monitor your investments for you. Accordingly, you are responsible for reviewing your investments to make sure your investments are appropriate for you, taking into consideration your current financial situation, existing investment portfolio, age, target returns, investment goals, and risk tolerance. Castle does not make recommendations of securities to investors. The company issuing securities is Castle’s client. If you are an investor, you are not a customer or client of Castle. Do you Provide Investment Services, Advice, or Recommendations to Me? No. We do not provide recommendations. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide you. Here is an example to help you understand what this means: Compensation we receive from issuers of securities when we sell certain investments. We only offer agency brokerage services to retail investors, including executing transactions in private placements and other exempt offerings under Reg CF, Reg A+, and Reg D, for issuers we represent. We do not offer investment services, advice or recommendations. We do not open brokerage accounts for investors. For further clarification, as a retail investor that is considering or actually does invest in a transaction listed on Castle’s website or otherwise marketed by us, you are not our client. Our client is the issuer of the securities. Any services provided by Castle to retail investors are done so on behalf of our client, the issuer of these securities. Since retail investors in these securities are not clients of Castle and do not have accounts with Castle, Castle does not obtain any investor’s specific investment profile or circumstances (current investment portfolio, income, expenses, dependents, health, goals, risk tolerance, return objectives, other obligations/liabilities, etc.). Therefore, Castle is not in a position to, and does not, make any recommendations as to whether these securities are appropriate for a specific investor or in a specific investor’s best interest. Further, any advertisements, emails and/or any other communication received by retail investors in connection with offerings contain information and representations from the Issuer – they are not recommendations by Castle to purchase these securities or representations made by Castle, and they are not a call to action for you to invest. Your decision to invest is yours alone, with the help of your professional and legal advisors. Limitations to these offerings include: they are extremely risky and you could lose your entire investment; they are illiquid and speculative; they may not be suitable for you; the required minimum investment may be high; some offerings are only available to accredited investors or are subject to other restrictions; and fees and expenses are higher than other investments, and will reduce your return of and/or on your investment. Other risks are described more fully on our website, and in the offering materials for each investment. A particular risk to our business model is that we do not offer a diversified menu of private investments; we narrowly focus on offering securities of issuers for which we serve as managing dealer or placement agent, and the scope of our product offering is therefore limited compared to a broker that is offering you recommendations or advice. Our brokerage business is narrowly focused on the sale of securities issued by the companies that we represent. We are an issuer’s agent, which means that unless we have a written agreement with you to the contrary, we are not your agent and we do not give advice or make recommendations about specific securities, types of securities or investment strategies involving securities to you. To the extent that a solicitation or call to action is deemed to be a recommendation under U.S. law or regulation, you should be aware that we are inherently conflicted with your interests, and you should seek advice from an investment advisor or a broker who will act as your agent. What Fees Will I Pay? Brokerage Services: The primary fees you pay for Castle’s brokerage services are “transaction-based” fees. These fees are typically called “commissions” or “brokerage fees”. These fees vary depending on the investment product you select, the capacity in which we act, and the size of the transaction, and are charged up-front when you purchase the investment. You pay fees in connection with your investments, directly or indirectly through the issuer (or its sponsor) that has retained us, through which you make your investment. These fees vary depending on the issuer and type of security. Review the offering materials for each offering for a full discussion of fees and costs. Since we are the agent of the issuers, and are compensated by the issuers, we have a conflict of interest in that we have an incentive to sell you securities from which we stand to profit most. Certain securities pay us, as broker, higher fees than others, and this creates an incentive for us to sell you securities on which we receive higher fees. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. If you lose money on your investment, the fees paid will increase those losses. Contact us for more information if you have questions about fees or expenses related to a product or service. We do not provide advice or recommendations about securities, investment strategies, or investment accounts. If you seek such advice, you should establish a relationship with an investment advisor or broker to serve as your agent. If a solicitation or call to action were deemed to be a recommendation under U.S. law or regulations, then we would be subject to Regulation BI and we would be required to act in your best interest and not put our interest ahead of yours. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they could affect your investment results. Description of Other Fees and Costs: None What are Your Legal Obligations to Me when Providing Recommendations? How else does your Firm Make Money and what Conflicts of Interests do you Have? Castle does not make any recommendations whatsoever regarding your investment. All of our activities are done in a broker-dealer capacity. We are not an investment adviser and we do not provide investment advisory services. A conflict of interest is a situation in which Castle engages in a transaction or activity where our interest is materially averse to your interest. Potential conflicts of interest may exist when we provide services to you. The mere presence of a conflict of interest does not imply that harm to your interests will occur, but it is important that we acknowledge the presence of such conflicts. Moreover, our regulatory obligations require that we establish, maintain, and enforce written policies and procedures reasonably designed to address potential conflicts of interest associated with any recommendations to you. We take these obligations very seriously. It is important for investors to understand that the investor is not a customer or client of Castle, and Castle does not make recommendations of securities to investors. Furthermore, when someone invests in one of our transactions Castle receives a success fee (a percentage of the amount invested) from the issuer. This creates an inherent conflict of interest for Castle, and the investor should consider this when making his or her investment decision. Typically, our conflicts of interest are the result of compensation structures and other financial arrangements among Castle, our Registered Representatives, and our clients. Securities rules allow for us, our Registered Representatives, and our affiliates to earn compensation when we provide brokerage services to you. However, the compensation that we and our Registered Representatives receive varies based upon the product or service you purchase, which may create a financial incentive to recommend investment products and services that generate greater compensation to Castle. This could significantly impact your investment returns. Castle is committed to taking appropriate steps to identify, mitigate and avoid conflicts of interest. Below you will find additional information related to potential conflicts of interest. This information is not intended to be an all-inclusive list of potential conflicts, but generally describes those conflicts that may be material to you as an investor in Castle transactions. In addition to this disclosure, conflicts of interest are disclosed to you in various agreement(s) and disclosure documents and other information we make available to you, including on our website at www.castleplacement.com. How do Your Financial Professionals Make Money? Castle has both salaried personnel and independent contractors. Our salaried personnel (some of whom are registered representatives) receive a salary and discretionary bonus based upon their individual performance and firm performance. Our employees are prohibited from giving advice or making recommendations with respect to securities or investment strategies. Our independent contractors are registered representatives. They receive a portion of upfront fees paid to us, and commissions for the sales of securities issued. Our registered representatives, like our employees, are prohibited from giving advice or making recommendations with respect to securities or investment strategies. All of our employees and independent contractors are agency brokers, not advisors. Compensation is tied directly or derives from sales by us, which significantly makes worse the conflicts of interest described herein. Do You or Your Financial Professionals Have Legal or Disciplinary History Yes. While the firm does not have a legal or disciplinary history, certain registered representatives have a legal or disciplinary history to report. See investor.gov/CRS and brokercheck.finra.org/. CONVERSATION STARTERS: Ask your financial professional: • How are you and your firm compensated? Are there any conflicts? • What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean? • Given my financial situation, should I choose a brokerage service? Why or why not? • How will you choose investments to recommend to me based on my financial situation? • What services do you and your firm offer? • Who is my primary contact person? Is he or she a representative of an investment advisor or broker dealer? Who can I talk to if I have concerns about how this person is treating me? • Help me understand how these fees and costs might affect my investments? If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me? • How might your conflicts of interest affect me, and how will you address them? • As a financial professional, do you have any disciplinary history? For what type of conduct? For additional information about our brokerage services or to obtain an updated copy of this Client Relationship Summary, please visit our website at www.castleplacement.com, call us at (212) 418-1180 or contact us in writing at Castle Placement, LLC, Attn: Compliance, 1460 Broadway, New York, NY 10036. CASTLE PLACEMENT, LLC - Member FINRA/SIPC
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Make check payable to:
WTNA as Escrow Agent for RBR Global

Along with your check - please include your name, address, phone number and email
Checks should be mailed to the following address:
Wilmington Trust, N.A.
1100 North Market Street, 5th Floor
Wilmington, DE 19890
Attention: Patrick Donahue

US Wire Transfer Instructions:
Wilmington Trust Company
ABA #: 031100092
A/C #: 161736-000
A/C Name: RBR Global Escrow
Attn: Ellen Jean-Baptiste

International Wire Transfer instructions:
M&T Bank
Buffalo, New York
ABA:022000046
SWIFT: MANTUS33
Beneficiary Bank: Wilmington Trust
Beneficiary ABA: 031100092
Account#: 161736-000
A/C Name: RBR Global Escrow

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Gas It Up

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SUBSCRIPTION AGREEMENT - Please review this Subscription Agreement carefully. This is a read-only document. Your electronic signature will be completed in the next panel.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET CURRENTLY EXISTS FOR THE SECURITIES.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING CIRCULAR HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING CIRCULAR DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY THE COMPANY (THE “PLATFORM”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN THE “STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS” SECTION OF THE OFFERING CIRCULAR. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS AVAILABLE ON THE PLATFORM (COLLECTIVELY, THE “OFFERING MATERIALS”) OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS, IF ANY) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED OR IN ANY STATE OR JURISDICTION IN WHICH AN OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.



TO CASTLE PLACEMENT GROUP, LLC OR

ITS DULY AUTHORIZED ATTORNEY-IN-FACT

1460 BROADWAY

NEW YORK, NEW YORK 10036

1. SUBSCRIPTION.

(a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Class A Common Units (the “Securities”) of Castle Placement Group, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $5.00 per Unit (the “Per Unit Price”), with a minimum purchase of $250.00 (50 Units) or higher (“Minimum Purchase”), subject to the discretion of the Company and upon the terms and conditions set forth herein. The rights of the Class A Common Unit(s) are as set forth in the Certificate of Formation and Operating Agreement of the Company, each included in the Exhibits to the offering circular of the Company filed with the SEC (the “Offering Circular”).

(b) Subscriber understands that the Securities are being offered pursuant to an offering statement dated August 22, 2022 (the “Offering Statement”), a copy of which has been filed with the SEC. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular, including the Exhibits thereto, and any other Offering Materials or other information required by the Subscriber to make an investment decision.

(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company, in its sole discretion. In addition, the Company, in its sole discretion, may allocate to Subscriber only a portion of the number of Securities for which the Subscriber has subscribed. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.

(d) The aggregate number of Securities sold shall not exceed 2,500,000 Class A Common Unit(s) (the “Maximum Number of Units”). The Company may accept subscriptions until September 27, 2023, unless extended by the Company, in its sole discretion, in accordance with applicable SEC regulations or until the Maximum Number of Units under the Offering are sold, whichever shall first occur (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

(e) This Agreement and the covenants made herein shall survive the closing of the purchase of the Securities, provided, however, that in the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect.

(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the “Transferee”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company, in advance, an instrument in a form acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree to, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

(g) By agreeing to these provisions, Subscribers will not be deemed to have waived their rights under the federal securities laws and the rules and regulations thereunder.

2. PURCHASE PROCEDURE.

(a) Payment. The purchase price for the Securities shall be paid prior to the execution and delivery to the Company of the signature page of this Subscription Agreement as an e-signature. Subscriber shall deliver an e-signed copy of this Subscription Agreement, after payment for the aggregate purchase price of the Securities by any means approved by the Company, including but not limited to a check, ACH electronic transfer, or by wire transfer to an account designated by the Company and as set forth in the Offering Circular.

(b) Deposit Arrangements. Payment for the Securities must be received by PrimeTrust, LLC from Subscriber by ACH electronic transfer, wire transfer of immediately available funds, check or other means approved by the Company, in the amount as set forth on the signature page hereto. Subscriber shall receive notice and evidence of the digital entry of the number of the Securities owned by Subscriber reflected on the books and records of the Company and verified by ComputerShare, which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to Subscriber that the following are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Subscription Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current managers or officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and authorized to conduct business and is in good standing as a foreign entity in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b) Issuance of the Securities. The issuance, sale, and delivery of the Securities in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold, and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

(c) Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

(d) No Filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Capitalization. The authorized and outstanding securities of the Company immediately prior to the initial investment in the Securities pursuant to this Offering is as set forth in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Financial Statements. Complete copies of the Company’s consolidated financial statements consisting of the balance sheets of the Company as of June 30, 2021, and the related statements of operations, shareholders’ equity and cash flows for the period then ended (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present, in all material respects, the consolidated financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. Munk Witzig CPA, PLLC, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC.

(g) Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in the Offering Circular.

(h) Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants that the following are true and complete in all material respects as of each Closing Date:

(a) Requisite Power and Authority. Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out the provisions thereof. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the applicable Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Investment Representations. The Securities subscribed to pursuant to this Subscription Agreement will be purchased for Subscriber’s own account and will be held for investment and not with the view to, or for resale in connection with, any distribution thereof. By such representation Subscriber means that Subscriber intends to hold the Securities for investment without the intent of participating directly or indirectly in a distribution thereof, and that Subscriber does not intend to dispose of all or any part of the Securities unless Subscriber determines that some change in Subscriber’s personal circumstances, by reason of some intervening event not now in contemplation, has occurred which makes such disposition necessary.

Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

Subscriber agrees that Subscriber will not in any way transfer or dispose of any of the Securities unless either the Securities are covered by an effective registration statement under the Securities Act or the transfer or disposition is exempt from the registration requirements of the Securities Act. Subscriber further agrees that Subscriber will not in any way transfer or dispose of any of the Securities in violation of any other applicable securities laws and regulations, or in violation of any other applicable law.

Subscriber hereby agrees that the Securities shall be transferable only on the books of the Company, and that no transfer shall be made on the books of the Company and no attempted transfer shall be effective unless and until the request for transfer is accompanied by an opinion of counsel of the Company, or an opinion of counsel for Subscriber which is acceptable to the Company, in their reasonable discretion, to the effect that neither the sale nor the proposed transfer results in a violation of the Securities Act, any other applicable securities laws and regulations, or any other applicable law of which said counsel is aware. Subscriber hereby acknowledges that the Company is under no obligation to assist Subscriber financially or otherwise in registering the Securities under the Securities Act or any other applicable securities laws and regulations, or in obtaining said opinion of counsel, and Subscriber agrees to bear the entire cost of obtaining any such opinion. Subscriber agrees that a legend in substantially the following form may be placed on any certificate or certificates delivered to Subscriber or any substitutes therefor:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL AND STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL AND STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN A TRANSACTION WHICH IS REGISTERED UNDER, EXEMPT FROM, OR OTHERWISE IN COMPLIANCE WITH THE FEDERAL AND STATE SECURITIES LAWS, AS TO WHICH THE ISSUER HAS RECEIVED SUCH ASSURANCES AS THE ISSUER MAY REQUEST, WHICH MAY INCLUDE, A SATISFACTORY OPINION OF ITS COUNSEL.

(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d) Unitholder Information. Within five (5) days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a unitholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, in addition to any other requirements, restrictions, or provisions hereunder, Subscriber will require the Transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

(e) Company Information. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with managers and officers of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(f) Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

(g) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page hereto.

(h) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees, or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. The undersigned will indemnify and hold the Company harmless against any liability, loss, or expense (including, without limitation, reasonable attorneys' fees, and out-of-pocket expenses) arising in connection with any such claim.

(i) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber shall immediately notify the Company, and Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

5. INDEMNITY.

The representations, warranties and covenants made by the Subscriber herein shall survive the closing of the transactions contemplated by this Subscription Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, managers and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

6. GOVERNING LAW; JURISDICTION.

This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

EXCEPT FOR MATTERS OR ACTIONS ARISING UNDER THE SECURITIES ACT OF 1933 OR THE EXCHANGE ACT OF 1934, SUBSCRIBER AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE AND AGREE THAT ANY ACTION OR PROCEEDING RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH DELAWARE COURTS. SUBSCRIBER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBER AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

7. DIGITAL SIGNATURES; ELECTRONIC COMMUNICATION.

Digital (“electronic”) signatures, often referred to as an “e-signature,” enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures.

You may execute this Subscription Agreement by providing one of the following: (i) your original, scanned, or faxed signature; or (ii) your electronic signature, as prescribed in the bulleted paragraphs below.

The mechanics of the electronic signature requested herein include your execution of this Subscription Agreement and other governing agreements (such as LLC or operating agreements, certificates of formation, resolutions, etc.) for the Company in a single signature block. By typing in your name, with the underlying software recording your IP address, your browser identification, the timestamp, and a security hash within an SSL encrypted environment, you will have accepted and agreed, without reservation, to all of the terms and conditions contained within this Subscription Agreement and other governing agreements. Your electronically signed Agreements will be stored by the Company in such a manner that the Company can access them at any time.

You hereby consent and agree that the electronic signature below constitutes your signature, acceptance, and agreement of both the Subscription Agreement and other governing agreements as if each of these documents were actually signed by you in writing. Further, all parties agree that no certification authority or other third-party verification is necessary to validate any electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of your signature or resulting contract between you and the Company. You understand and agree that your e-signature executed in conjunction with the electronic submission of this Subscription Agreement and other governing agreements shall be legally binding and that such transaction has been authorized by you. You agree that your electronic signature below is the legal equivalent of your manual signature on both this Subscription Agreement and other governing agreements and that you consent to be legally bound by terms and conditions of such Agreements. The Subscription Agreement and other governing agreements may be executed in counterparts and by electronic signature, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

Furthermore, you hereby agree that all current and future notices, confirmations and other communications regarding this Subscription Agreement or the other governing agreements specifically, and/or future communications in general between the parties, may be made by email, sent to the email address of record as set forth in the vesting information below or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients’ spam filters by the recipients’ email service provider, or due to a recipients’ change of address, or due to technology issues by the recipients’ service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to you, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that you desire.

YOUR CONSENT IS HEREBY EXPRESSLY GIVEN TO THE FOLLOWING:

By signing this Subscription Agreement, you are explicitly agreeing to receive documents electronically, including your copy of this signed Subscription Agreement and other governing agreements, as well as ongoing disclosures, communications, and notices.

By signing this document, the Subscriber is agreeing to both all other governing agreements and the Subscription Agreement and all provisions, clauses, representations, warranties, acknowledgments and covenants contained therein, each of which: (i) shall be binding on the heirs, executors, administrators, successors and permitted assigns of the undersigned, and (ii) may not be cancelled, withdrawn, revoked, or terminated by the undersigned except as set forth therein. If there is more than one signatory hereto, the representations, warranties, acknowledgments, and agreements of the undersigned are made jointly and severally.

8. MISCELLANEOUS.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) This Subscription Agreement is not transferable or assignable by Subscriber, except as set forth in Section 1(f) hereof.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators, assigns, and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed, or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[SIGNATURE PAGE FOLLOWS]

CASTLE PLACEMENT GROUP, LLC
SUBSCRIPTION AGREEMENT - SIGNATURE PAGE

The undersigned, desiring to purchase Class A Common Units in CASTLE PLACEMENT GROUP, LLC, by executing this Signature Page, hereby executes, adopts, and agrees to all the terms, conditions, and representations set forth in the undersigned’s Subscription Agreement and the governing documents of the Company.

(a) The number of Class A Common Units the undersigned hereby irrevocably subscribes for is: ________________ (print number of Securities)

(b) The aggregate purchase price (based on a Per Unit Price of $5.00) the undersigned hereby irrevocably subscribes for is: $_________________ (print aggregate purchase price)

(c) The Securities being subscribed to will be owned by, and should be recorded on the Company’s books as held in the name of ___________________________________________ (print name of owner or joint owners):

Investor signatures: _____________________________________________________________

Investor name: ________________________________________________________________

Investor details: _______________________________________________________________

Date: ___________________________

This Subscription is accepted by Castle Placement Group, LLC

on ___________________, 20__.

By:________________________________

Name: ____________________________

Title: ______________________________

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Type of Shares: Common

Investment Amount: $ USD

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Identity Check

Our FINRA Broker Dealer is required to keep on file a form that accurately describes who you are. This is "Know Your Client" information.

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Client Relationship Summary (CRS) Document

Castle Placement, LLC. (“Castle”, “we”, or “us”) is a registered with the Securities and Exchange Commission as a broker-dealer and member of FINRA/SIPC. This disclosure includes information about Castle’s services, fees and costs, and conflicts of interest that we are required to provide to you, as a retail investor. PLEASE RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS Investment products offered through Castle are not insured by the FDIC or any other federal government agency, are not deposits or other obligations of, or guaranteed by, a bank or any bank affiliate, and are subject to investment risks, including possible loss of the principal amount invested. Investments in equity crowdfundings and private placements are extremely illiquid, and your entire investment amount could be lost. Castle does not make recommendations of securities to investors The company issuing securities is Castle’s client If you are an investor, you are not a customer or client of Castle Brokerage and investment advisory services differ, and that it is important for you to understand these differences. We are not an investment advisor and do not provide investment advisory services, portfolio management, or advice or recommendations about your overall investment portfolio or the types of account(s) you should have. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers. What Investment Services and Advice can you Provide Me? We do not provide any investment services, advice or recommendations to you. Castle Investment Offerings: Our equity crowdfunding and private placement brokerage services include Regulation A+ broker/dealer services, Regulation Crowdfunding broker/dealer services, Regulation D broker/dealer services, and other investment banking services. All transactions are done on an agency basis by Castle. Castle’s client is the issuer and Castle gets paid its fee from the issuer. Castle Brokerage Services: Castle’s brokerage services include a variety of investment banking services. We do not provide you with investment recommendations. Castle acts in its capacity as a broker/dealer on behalf of its client, the issuer. We do not have a fiduciary obligation to you as an investor. Limits on Monitoring and Investment Discretion: Castle does not exercise discretionary investment authority for you (i.e., make decisions to buy or sell your investments without your direction) or monitor your investments for you. Accordingly, you are responsible for reviewing your investments to make sure your investments are appropriate for you, taking into consideration your current financial situation, existing investment portfolio, age, target returns, investment goals, and risk tolerance. Castle does not make recommendations of securities to investors. The company issuing securities is Castle’s client. If you are an investor, you are not a customer or client of Castle. Do you Provide Investment Services, Advice, or Recommendations to Me? No. We do not provide recommendations. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide you. Here is an example to help you understand what this means: Compensation we receive from issuers of securities when we sell certain investments. We only offer agency brokerage services to retail investors, including executing transactions in private placements and other exempt offerings under Reg CF, Reg A+, and Reg D, for issuers we represent. We do not offer investment services, advice or recommendations. We do not open brokerage accounts for investors. For further clarification, as a retail investor that is considering or actually does invest in a transaction listed on Castle’s website or otherwise marketed by us, you are not our client. Our client is the issuer of the securities. Any services provided by Castle to retail investors are done so on behalf of our client, the issuer of these securities. Since retail investors in these securities are not clients of Castle and do not have accounts with Castle, Castle does not obtain any investor’s specific investment profile or circumstances (current investment portfolio, income, expenses, dependents, health, goals, risk tolerance, return objectives, other obligations/liabilities, etc.). Therefore, Castle is not in a position to, and does not, make any recommendations as to whether these securities are appropriate for a specific investor or in a specific investor’s best interest. Further, any advertisements, emails and/or any other communication received by retail investors in connection with offerings contain information and representations from the Issuer – they are not recommendations by Castle to purchase these securities or representations made by Castle, and they are not a call to action for you to invest. Your decision to invest is yours alone, with the help of your professional and legal advisors. Limitations to these offerings include: they are extremely risky and you could lose your entire investment; they are illiquid and speculative; they may not be suitable for you; the required minimum investment may be high; some offerings are only available to accredited investors or are subject to other restrictions; and fees and expenses are higher than other investments, and will reduce your return of and/or on your investment. Other risks are described more fully on our website, and in the offering materials for each investment. A particular risk to our business model is that we do not offer a diversified menu of private investments; we narrowly focus on offering securities of issuers for which we serve as managing dealer or placement agent, and the scope of our product offering is therefore limited compared to a broker that is offering you recommendations or advice. Our brokerage business is narrowly focused on the sale of securities issued by the companies that we represent. We are an issuer’s agent, which means that unless we have a written agreement with you to the contrary, we are not your agent and we do not give advice or make recommendations about specific securities, types of securities or investment strategies involving securities to you. To the extent that a solicitation or call to action is deemed to be a recommendation under U.S. law or regulation, you should be aware that we are inherently conflicted with your interests, and you should seek advice from an investment advisor or a broker who will act as your agent. What Fees Will I Pay? Brokerage Services: The primary fees you pay for Castle’s brokerage services are “transaction-based” fees. These fees are typically called “commissions” or “brokerage fees”. These fees vary depending on the investment product you select, the capacity in which we act, and the size of the transaction, and are charged up-front when you purchase the investment. You pay fees in connection with your investments, directly or indirectly through the issuer (or its sponsor) that has retained us, through which you make your investment. These fees vary depending on the issuer and type of security. Review the offering materials for each offering for a full discussion of fees and costs. Since we are the agent of the issuers, and are compensated by the issuers, we have a conflict of interest in that we have an incentive to sell you securities from which we stand to profit most. Certain securities pay us, as broker, higher fees than others, and this creates an incentive for us to sell you securities on which we receive higher fees. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. If you lose money on your investment, the fees paid will increase those losses. Contact us for more information if you have questions about fees or expenses related to a product or service. We do not provide advice or recommendations about securities, investment strategies, or investment accounts. If you seek such advice, you should establish a relationship with an investment advisor or broker to serve as your agent. If a solicitation or call to action were deemed to be a recommendation under U.S. law or regulations, then we would be subject to Regulation BI and we would be required to act in your best interest and not put our interest ahead of yours. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they could affect your investment results. Description of Other Fees and Costs: None What are Your Legal Obligations to Me when Providing Recommendations? How else does your Firm Make Money and what Conflicts of Interests do you Have? Castle does not make any recommendations whatsoever regarding your investment. All of our activities are done in a broker-dealer capacity. We are not an investment adviser and we do not provide investment advisory services. A conflict of interest is a situation in which Castle engages in a transaction or activity where our interest is materially averse to your interest. Potential conflicts of interest may exist when we provide services to you. The mere presence of a conflict of interest does not imply that harm to your interests will occur, but it is important that we acknowledge the presence of such conflicts. Moreover, our regulatory obligations require that we establish, maintain, and enforce written policies and procedures reasonably designed to address potential conflicts of interest associated with any recommendations to you. We take these obligations very seriously. It is important for investors to understand that the investor is not a customer or client of Castle, and Castle does not make recommendations of securities to investors. Furthermore, when someone invests in one of our transactions Castle receives a success fee (a percentage of the amount invested) from the issuer. This creates an inherent conflict of interest for Castle, and the investor should consider this when making his or her investment decision. Typically, our conflicts of interest are the result of compensation structures and other financial arrangements among Castle, our Registered Representatives, and our clients. Securities rules allow for us, our Registered Representatives, and our affiliates to earn compensation when we provide brokerage services to you. However, the compensation that we and our Registered Representatives receive varies based upon the product or service you purchase, which may create a financial incentive to recommend investment products and services that generate greater compensation to Castle. This could significantly impact your investment returns. Castle is committed to taking appropriate steps to identify, mitigate and avoid conflicts of interest. Below you will find additional information related to potential conflicts of interest. This information is not intended to be an all-inclusive list of potential conflicts, but generally describes those conflicts that may be material to you as an investor in Castle transactions. In addition to this disclosure, conflicts of interest are disclosed to you in various agreement(s) and disclosure documents and other information we make available to you, including on our website at www.castleplacement.com. How do Your Financial Professionals Make Money? Castle has both salaried personnel and independent contractors. Our salaried personnel (some of whom are registered representatives) receive a salary and discretionary bonus based upon their individual performance and firm performance. Our employees are prohibited from giving advice or making recommendations with respect to securities or investment strategies. Our independent contractors are registered representatives. They receive a portion of upfront fees paid to us, and commissions for the sales of securities issued. Our registered representatives, like our employees, are prohibited from giving advice or making recommendations with respect to securities or investment strategies. All of our employees and independent contractors are agency brokers, not advisors. Compensation is tied directly or derives from sales by us, which significantly makes worse the conflicts of interest described herein. Do You or Your Financial Professionals Have Legal or Disciplinary History Yes. While the firm does not have a legal or disciplinary history, certain registered representatives have a legal or disciplinary history to report. See investor.gov/CRS and brokercheck.finra.org/. CONVERSATION STARTERS: Ask your financial professional: • How are you and your firm compensated? Are there any conflicts? • What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean? • Given my financial situation, should I choose a brokerage service? Why or why not? • How will you choose investments to recommend to me based on my financial situation? • What services do you and your firm offer? • Who is my primary contact person? Is he or she a representative of an investment advisor or broker dealer? Who can I talk to if I have concerns about how this person is treating me? • Help me understand how these fees and costs might affect my investments? If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me? • How might your conflicts of interest affect me, and how will you address them? • As a financial professional, do you have any disciplinary history? For what type of conduct? For additional information about our brokerage services or to obtain an updated copy of this Client Relationship Summary, please visit our website at www.castleplacement.com, call us at (212) 418-1180 or contact us in writing at Castle Placement, LLC, Attn: Compliance, 1460 Broadway, New York, NY 10036. CASTLE PLACEMENT, LLC - Member FINRA/SIPC
I acknowledge that I have read the CRS document. *
I acknowledge that I have read the CRS document.

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SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS

SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN

INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE

INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH

INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE

SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE

ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES

ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING

STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE

“SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION

THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE SECURITIES

ACT AND IT IS NOT REVIEWED IN ANY WAY BY THE SEC. THE SECURITIES HAVE NOT

BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION

OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING

AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR

ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR

INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS

OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY CASTLE PLACEMENT,

LLC (THE “PLATFORM”) AND USING THE BROKER-DEALER SERVICES OF CASTLE PLACEMENT, LLC (THE “INTERMEDIARY”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS

SET OUT IN SECTION 4(e). THE COMPANY IS RELYING ON THE REPRESENTATIONS AND

WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT

AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION

AGREEMENT, THE OFFERING STATEMENT OR ANY OF THE OTHER MATERIALS

AVAILABLE ON THE INTERMEDIARY’S WEBSITE (COLLECTIVELY, THE “OFFERING

MATERIALS”) OR ANY COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS

OFFICERS, EMPLOYEES OR AGENTS AS INVESTMENT, LEGAL OR TAX ADVICE.   IN

MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN

EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND

INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS

PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS

ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION

CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE

OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,”

“INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY

FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING

STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH

RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT

COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM

THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE

CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING

STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE

COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY

THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION

WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE

ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING

MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY

REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION

OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY

PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY

PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR

DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING

MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF

THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.



TO: RBR Global

1540 International Parkway, Lake Mary, FL 32746



Ladies and Gentlemen:

1. Subscription.

The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase of securities. Subject to the terms and conditions of this Subscription Agreement, the Company hereby agrees to sell to you, and you hereby agree to purchase from the Company, the number of shares of the Class A Common Stock that equates to your investment amount at a share price of $1.00 per share (the “Shares”) as stated in the investment application completed and signed by you electronically at https://castleplacement.com/portfolio/[Landing Page url]. The rights of the Securities are as set forth in the Fourth Amended and Restated Articles of Incorporation, and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document.

By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.

This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

The aggregate value of Securities sold shall not exceed $5,000,000 (the “Oversubscription Offering”). The Company may accept subscriptions until 02/20/2024 (the “Termination Date”). Providing that subscriptions for 5,000,000 shares of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect.

2. Purchase Procedure.

Payment. The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement, which signature and delivery may take place through digital online means. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities in accordance with the online payment process established by the Intermediary.

Escrow arrangements. Payment for the Securities shall be received by Wilmington Trust, National Association (the “Escrow Agent”) from the undersigned by transfer of immediately available funds or other means approved by the Company prior to the applicable Closing, in the amount as set forth in Appendix A on the signature page hereto and otherwise in accordance with Intermediary’s payment processing instructions. Upon such Closing, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Colonial Stock Transfer Company, Inc (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation CF.

3. Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

Organization and Standing. The Company is a Corporation duly formed, validly existing and in good standing under the laws of the State of Nevada. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

Eligibility of the Company to Make an Offering under Section 4(a)(6). The Company is eligible to make an offering under Section 4(a)(6) of the Securities Act and the rules promulgated thereunder by the SEC.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and nonassessable.

Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate actions on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

No filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Section 4(a)(6) of the Securities Act or the rules promulgated thereunder or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

Financial statements. Complete copies of the Company’s financial statements consisting of the statement of financial position of the Company at December 2022 and the related consolidated statements of income and cash flows for the two-year period then ended (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Statement and on the Intermediary’s website. The Financial Statements are based on the books and records of the Company and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. Fordham & Co LLP, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC. The Financial Statements comply with the requirements of Rule 201 of Regulation Crowdfunding, as promulgated by the SEC.

Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in the Offering Materials.

Litigation. Except as set forth in the Offering Statement, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4. Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of the Subscriber’s respective Closing Date(s):

Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

Resales. Subscriber agrees that during the one-year period beginning on the date on which it acquired Securities pursuant to this Subscription Agreement, it shall not transfer such Securities except:

To the Company;

To an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act;

As part of an offering registered under the Securities Act with the SEC; or

To a member of the Subscriber’s family or the equivalent, to a trust controlled by the Subscriber, to a trust created for the benefit of a member of the family of the Subscriber or equivalent, or in connection with the death or divorce of the Subscriber or other similar circumstance.

Investment Limits. Subscriber represents that either:

Subscriber meets the definition of Accredited Investor under Rule 501 as set forth in Appendix A; or

Subscriber’s net worth or annual income is less than $107,000, and that the amount it is investing pursuant to this Subscription Agreement, together with all other amounts invested in offerings under Section 4(a)(6) of the Securities Act within the previous 12 months, does not exceed the greater of (A) 5% of the greater of its annual income or net worth, or (B) $2,200; or

Both of Subscriber’s net worth and annual income are more than $107,000, and that the amount it is investing pursuant to this Subscription Agreement, together with all other amounts invested in offerings under Section 4(a)(6) of the Securities Act within the previous 12 months, does not exceed 10% of the greater of its annual income or net worth, and does not exceed $107,000.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

Shareholder information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

Company Information. Subscriber has read the Offering Statement. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Form C. Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the

Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the closing of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Nevada.

EACH OF THE SUBSCRIBERS AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF NEVADA AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBERS AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBERS AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

   If to the Company, to:

Attention: Rick DiBiase – Founder

RBR Global

1540 International Pkwy, Lake Mary, FL 32746

Rick@rbrglobal.co

cc:

Callie Jones

175 S Main St, Salt Lake City, UT 84111

Callie@bcjlaw.com

If to a Subscriber, to Subscriber’s address as shown on the signature page hereto or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

Miscellaneous.

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

This Subscription Agreement is not transferable or assignable by Subscriber.

The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

The terms and provisions of this Subscription Agreement, specifically Sections 4(f), 5 and 6 of this Agreement, shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement.

The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[SIGNATURE PAGE FOLLOWS]

RBR Global

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase Class A Common of RBR Global, by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

(a)   The number of Securities of Class A Common the undersigned hereby irrevocably subscribes for is:

_____________

(print number of

Securities)

(b)   The aggregate purchase price (based on a purchase price of $1.00 per share for the Class A Common the undersigned hereby irrevocably subscribes for is:

$_____________

(print aggregate purchase price)

(c)   The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of:

___________________________________________

(print name of owner or joint owners)

If the Securities are to be purchased in joint names, both Subscribers must sign:

________________________________________

Signature

________________________________________

________________________________________

Signature

________________________________________

Name (Please Print) Name (Please Print)

________________________________________   ________________________________________

Email address   Email address

________________________________________   ________________________________________

Address Address

________________________________________ ________________________________________ ________________________________________ ________________________________________

Telephone Number   Telephone Number

________________________________________   ________________________________________

Social Security Number/EIN   Social Security Number

________________________________________   ________________________________________

Date   Date

* * * * *

This Subscription is accepted on _____________, 2023

RBR Global

By:   [Signature]_______________________

Name: Rick DiBiase

Title: Founder

APPENDIX A

An accredited investor, as defined in Rule 501(a) of the Securities Act of 1933, as amended, includes the following categories of investor:

Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of

$5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000.

Except as provided in paragraph (5)(ii) of this section, for purposes of calculating net worth under this paragraph (5):

The person's primary residence shall not be included as an asset;

Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

Paragraph (5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

Such right was held by the person on July 20, 2010;

The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

The person held securities of the same issuer, other than such right, on July 20, 2010.

Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and

Any entity in which all of the equity owners are accredited investors;

Any entity, of a type of not listed in paragraphs (1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status.

Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):

With assets under management in excess of $5,000,000,

(iii) That is not formed for the specific purpose of acquiring the securities offered, and

(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and

Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (12)(iii).

Type of Offering
Subscription Agreement *
I acknowledge that I have read the Subscription Agreement.

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Type of Shares: Common

Investment Amount: $ USD

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If you are an accredited investor, check the "I am an accredited investor" box.
Accredited Investor
I am an accredited investor

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Investors must be at least 18 years old.
Social Security Number *

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Identity Check

Our FINRA Broker Dealer is required to keep on file a form that accurately describes who you are. This is "Know Your Client" information.

Document for Identity Check *
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Place of Issuance *
Place of Issuance *

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Client Relationship Summary (CRS) Document

Castle Placement, LLC. (“Castle”, “we”, or “us”) is a registered with the Securities and Exchange Commission as a broker-dealer and member of FINRA/SIPC. This disclosure includes information about Castle’s services, fees and costs, and conflicts of interest that we are required to provide to you, as a retail investor. PLEASE RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS Investment products offered through Castle are not insured by the FDIC or any other federal government agency, are not deposits or other obligations of, or guaranteed by, a bank or any bank affiliate, and are subject to investment risks, including possible loss of the principal amount invested. Investments in equity crowdfundings and private placements are extremely illiquid, and your entire investment amount could be lost. Castle does not make recommendations of securities to investors The company issuing securities is Castle’s client If you are an investor, you are not a customer or client of Castle Brokerage and investment advisory services differ, and that it is important for you to understand these differences. We are not an investment advisor and do not provide investment advisory services, portfolio management, or advice or recommendations about your overall investment portfolio or the types of account(s) you should have. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers. What Investment Services and Advice can you Provide Me? We do not provide any investment services, advice or recommendations to you. Castle Investment Offerings: Our equity crowdfunding and private placement brokerage services include Regulation A+ broker/dealer services, Regulation Crowdfunding broker/dealer services, Regulation D broker/dealer services, and other investment banking services. All transactions are done on an agency basis by Castle. Castle’s client is the issuer and Castle gets paid its fee from the issuer. Castle Brokerage Services: Castle’s brokerage services include a variety of investment banking services. We do not provide you with investment recommendations. Castle acts in its capacity as a broker/dealer on behalf of its client, the issuer. We do not have a fiduciary obligation to you as an investor. Limits on Monitoring and Investment Discretion: Castle does not exercise discretionary investment authority for you (i.e., make decisions to buy or sell your investments without your direction) or monitor your investments for you. Accordingly, you are responsible for reviewing your investments to make sure your investments are appropriate for you, taking into consideration your current financial situation, existing investment portfolio, age, target returns, investment goals, and risk tolerance. Castle does not make recommendations of securities to investors. The company issuing securities is Castle’s client. If you are an investor, you are not a customer or client of Castle. Do you Provide Investment Services, Advice, or Recommendations to Me? No. We do not provide recommendations. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide you. Here is an example to help you understand what this means: Compensation we receive from issuers of securities when we sell certain investments. We only offer agency brokerage services to retail investors, including executing transactions in private placements and other exempt offerings under Reg CF, Reg A+, and Reg D, for issuers we represent. We do not offer investment services, advice or recommendations. We do not open brokerage accounts for investors. For further clarification, as a retail investor that is considering or actually does invest in a transaction listed on Castle’s website or otherwise marketed by us, you are not our client. Our client is the issuer of the securities. Any services provided by Castle to retail investors are done so on behalf of our client, the issuer of these securities. Since retail investors in these securities are not clients of Castle and do not have accounts with Castle, Castle does not obtain any investor’s specific investment profile or circumstances (current investment portfolio, income, expenses, dependents, health, goals, risk tolerance, return objectives, other obligations/liabilities, etc.). Therefore, Castle is not in a position to, and does not, make any recommendations as to whether these securities are appropriate for a specific investor or in a specific investor’s best interest. Further, any advertisements, emails and/or any other communication received by retail investors in connection with offerings contain information and representations from the Issuer – they are not recommendations by Castle to purchase these securities or representations made by Castle, and they are not a call to action for you to invest. Your decision to invest is yours alone, with the help of your professional and legal advisors. Limitations to these offerings include: they are extremely risky and you could lose your entire investment; they are illiquid and speculative; they may not be suitable for you; the required minimum investment may be high; some offerings are only available to accredited investors or are subject to other restrictions; and fees and expenses are higher than other investments, and will reduce your return of and/or on your investment. Other risks are described more fully on our website, and in the offering materials for each investment. A particular risk to our business model is that we do not offer a diversified menu of private investments; we narrowly focus on offering securities of issuers for which we serve as managing dealer or placement agent, and the scope of our product offering is therefore limited compared to a broker that is offering you recommendations or advice. Our brokerage business is narrowly focused on the sale of securities issued by the companies that we represent. We are an issuer’s agent, which means that unless we have a written agreement with you to the contrary, we are not your agent and we do not give advice or make recommendations about specific securities, types of securities or investment strategies involving securities to you. To the extent that a solicitation or call to action is deemed to be a recommendation under U.S. law or regulation, you should be aware that we are inherently conflicted with your interests, and you should seek advice from an investment advisor or a broker who will act as your agent. What Fees Will I Pay? Brokerage Services: The primary fees you pay for Castle’s brokerage services are “transaction-based” fees. These fees are typically called “commissions” or “brokerage fees”. These fees vary depending on the investment product you select, the capacity in which we act, and the size of the transaction, and are charged up-front when you purchase the investment. You pay fees in connection with your investments, directly or indirectly through the issuer (or its sponsor) that has retained us, through which you make your investment. These fees vary depending on the issuer and type of security. Review the offering materials for each offering for a full discussion of fees and costs. Since we are the agent of the issuers, and are compensated by the issuers, we have a conflict of interest in that we have an incentive to sell you securities from which we stand to profit most. Certain securities pay us, as broker, higher fees than others, and this creates an incentive for us to sell you securities on which we receive higher fees. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. If you lose money on your investment, the fees paid will increase those losses. Contact us for more information if you have questions about fees or expenses related to a product or service. We do not provide advice or recommendations about securities, investment strategies, or investment accounts. If you seek such advice, you should establish a relationship with an investment advisor or broker to serve as your agent. If a solicitation or call to action were deemed to be a recommendation under U.S. law or regulations, then we would be subject to Regulation BI and we would be required to act in your best interest and not put our interest ahead of yours. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they could affect your investment results. Description of Other Fees and Costs: None What are Your Legal Obligations to Me when Providing Recommendations? How else does your Firm Make Money and what Conflicts of Interests do you Have? Castle does not make any recommendations whatsoever regarding your investment. All of our activities are done in a broker-dealer capacity. We are not an investment adviser and we do not provide investment advisory services. A conflict of interest is a situation in which Castle engages in a transaction or activity where our interest is materially averse to your interest. Potential conflicts of interest may exist when we provide services to you. The mere presence of a conflict of interest does not imply that harm to your interests will occur, but it is important that we acknowledge the presence of such conflicts. Moreover, our regulatory obligations require that we establish, maintain, and enforce written policies and procedures reasonably designed to address potential conflicts of interest associated with any recommendations to you. We take these obligations very seriously. It is important for investors to understand that the investor is not a customer or client of Castle, and Castle does not make recommendations of securities to investors. Furthermore, when someone invests in one of our transactions Castle receives a success fee (a percentage of the amount invested) from the issuer. This creates an inherent conflict of interest for Castle, and the investor should consider this when making his or her investment decision. Typically, our conflicts of interest are the result of compensation structures and other financial arrangements among Castle, our Registered Representatives, and our clients. Securities rules allow for us, our Registered Representatives, and our affiliates to earn compensation when we provide brokerage services to you. However, the compensation that we and our Registered Representatives receive varies based upon the product or service you purchase, which may create a financial incentive to recommend investment products and services that generate greater compensation to Castle. This could significantly impact your investment returns. Castle is committed to taking appropriate steps to identify, mitigate and avoid conflicts of interest. Below you will find additional information related to potential conflicts of interest. This information is not intended to be an all-inclusive list of potential conflicts, but generally describes those conflicts that may be material to you as an investor in Castle transactions. In addition to this disclosure, conflicts of interest are disclosed to you in various agreement(s) and disclosure documents and other information we make available to you, including on our website at www.castleplacement.com. How do Your Financial Professionals Make Money? Castle has both salaried personnel and independent contractors. Our salaried personnel (some of whom are registered representatives) receive a salary and discretionary bonus based upon their individual performance and firm performance. Our employees are prohibited from giving advice or making recommendations with respect to securities or investment strategies. Our independent contractors are registered representatives. They receive a portion of upfront fees paid to us, and commissions for the sales of securities issued. Our registered representatives, like our employees, are prohibited from giving advice or making recommendations with respect to securities or investment strategies. All of our employees and independent contractors are agency brokers, not advisors. Compensation is tied directly or derives from sales by us, which significantly makes worse the conflicts of interest described herein. Do You or Your Financial Professionals Have Legal or Disciplinary History Yes. While the firm does not have a legal or disciplinary history, certain registered representatives have a legal or disciplinary history to report. See investor.gov/CRS and brokercheck.finra.org/. CONVERSATION STARTERS: Ask your financial professional: • How are you and your firm compensated? Are there any conflicts? • What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean? • Given my financial situation, should I choose a brokerage service? Why or why not? • How will you choose investments to recommend to me based on my financial situation? • What services do you and your firm offer? • Who is my primary contact person? Is he or she a representative of an investment advisor or broker dealer? Who can I talk to if I have concerns about how this person is treating me? • Help me understand how these fees and costs might affect my investments? If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me? • How might your conflicts of interest affect me, and how will you address them? • As a financial professional, do you have any disciplinary history? For what type of conduct? For additional information about our brokerage services or to obtain an updated copy of this Client Relationship Summary, please visit our website at www.castleplacement.com, call us at (212) 418-1180 or contact us in writing at Castle Placement, LLC, Attn: Compliance, 1460 Broadway, New York, NY 10036. CASTLE PLACEMENT, LLC - Member FINRA/SIPC
I acknowledge that I have read the CRS document. *
I acknowledge that I have read the CRS document.

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WATER ON DEMAND, INC.

COMMON STOCK SUBSCRIPTION AGREEMENT

This COMMON STOCK SUBSCRIPTION AGREEMENT, dated as of the date set forth below (this “Agreement”), is by and among WATER ON DEMAND, INC., a Nevada corporation (the “Company”), and the undersigned purchaser (“Purchaser”).

WHEREAS, the Company desires to issue and sell to the Purchaser, and Purchaser desires to purchase from the Company, certain shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Shares”), in accordance with the provisions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and each of the Purchaser, severally and not jointly, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the introductory paragraph.

“Closing” has the meaning specified in Section 2.2.

“Closing Date” has the meaning specified in Section 2.2.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” has the meaning specified in Section 3.2.

“Company” has the meaning set forth in the introductory paragraph.

“Company Financial Statements” has the meaning specified in Section 3.9.

“Common Shares” has the meaning specified in the recitals.

“GAAP” has the meaning specified in Section 3.9.

“Governmental Authority” means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Person’s Property is located or that exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority that exercises valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Company mean a Governmental Authority having jurisdiction over the Company, its Subsidiaries or any of their respective Properties.

“Indemnified Party” has the meaning specified in Section 6.3.

“Indemnifying Party” has the meaning specified in Section 6.3.

“Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation.

“Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. For the purpose of this Agreement, a Person shall be deemed to be the owner of any Property that it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.

“Material Adverse Effect” means a material adverse effect on the management, condition (financial or otherwise), results of operations, business or properties of the Company and its Subsidiaries, taken as a whole; provided, however, that a Material Adverse Effect shall not include any material and adverse effect on the foregoing to the extent such material and adverse effect results from, arises out of, or relates to (x) a general deterioration in the economy or changes in the general state of the industries in which the Company operates, except to the extent that the Company, taken as a whole, is adversely affected in a disproportionate manner as compared to other industry participants, (y) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis, including acts of terrorism, or (z) any change in accounting requirements or principles imposed upon the Company and its Subsidiaries or their respective businesses or any change in any applicable Law, or the interpretation thereof.

“Operative Documents” means, collectively, this Agreement, the Company’s incorporation documents and any amendments, supplements, continuations or modifications thereto.

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other form of entity.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Purchase Price” is the amount set forth on the signature page based upon the price of $5.00 per share.

“Purchased Securities” means the Purchased Shares

“Purchased Shares” means, with respect to a particular Purchaser, the number of Common Shares set forth on the Purchaser’s signature page.

“Purchaser” and “Purchaser” have the meanings set forth in the introductory paragraph.

“Purchaser Related Parties” has the meaning specified in Section 6.1.

“Representatives” of any Person means the Affiliates, officers, directors, managers, employees, agents, counsel, accountants, investment bankers, investment advisers and other representatives of such Person.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Subsidiary” has the meaning set forth in Rule 405 of the rules and regulations promulgated under the Securities Act.

“U.S. Persons” as defined Rule 902(k)(1), which are (1) any natural person resident in the United States; (2) any partnership or corporation organized or incorporated under the laws of the United States; (3) any estate of which any executor or administer is a U.S. person; (4) any trust or which any trustee is a U.S. person; (5) any agency or branch of a U.S. person located outside the United States; (6) any non-discretionary or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (7) a discretionary or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or, if an individual, resident in the United States; and (8) an partnership or corporation if (a) organized or incorporated under the laws of any foreign jurisdiction, and (b) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated and owned by accredited investors under Rule 501(a) of the Securities Act who are not natural persons, estates or trusts.

ARTICLE II

AGREEMENT TO SELL AND PURCHASE

Section 2.1 Sale and Issuance of Common Shares. Subject to the terms and conditions of this Agreement, Purchaser hereby subscribes for and agrees to purchase of the Purchased Shares and the Company hereby agrees to sell to Purchaser the Purchased Shares in a number of equal to Purchaser’s investment amount at a share price of $5.00 per share as stated in the investment application completed and signed by Purchaser electronically at https://castleplacement.com/portfolio/water-on-demand-reg-a-2/ .

Section 2.3 Closing. Pursuant to the terms of this Agreement, the consummation of the purchase and sale of the Purchased Shares hereunder (the “Closing”) shall take place at such time and place as the Company and Purchaser determine (the date of such closing, the “Closing Date”). The parties agree that the Closing may occur via delivery of facsimiles, electronic copies or photocopies of the Operative Documents and the closing deliverables contemplated hereby and thereby. Unless otherwise provided herein, all proceedings to be taken and all documents to be executed and delivered by all parties at the Closing will be deemed to have been taken and executed simultaneously, and no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken.

Section 2.4 Purchaser’s Conditions. The obligation of Purchaser to consummate the purchase of the Purchased Securities shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by Purchaser on behalf of itself in writing with respect to its Purchased Shares, in whole or in part, to the extent permitted by applicable Law):

(a) the Company shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Company on or prior to the Closing Date;

(b) all representations and warranties of the Company shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); and

(d) the Company shall have delivered, or caused to be delivered, to such Purchaser at the Closing, the Company’s closing deliveries described in Section 2.5.

Section 2.5 Company’s Conditions. The obligation of the Company to consummate the issuance and sale of the Purchased Securities to Purchaser shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions with respect to such Purchaser (any or all of which may be waived by the Company in writing, in whole or in part, to the extent permitted by applicable Law):

(a) the representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality shall be true and correct when made and as of the Closing Date and all other representations and warranties of such Purchaser shall be true and correct in all material respects as of the Closing Date (except that representations of such Purchaser made as of a specific date shall be required to be true and correct as of such date only);

(b) such Purchaser shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by that Purchaser on or prior to the Closing Date; and

(c) such Purchaser shall have delivered, or caused to be delivered, to the Company at the Closing such Purchaser’s closing deliveries described in Section 2.6,

Section 2.6 Deliveries by the Company. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company will deliver (or cause to be delivered) the following:

(a) evidence of issuance of a certificate evidencing the Purchased, bearing the legend or restrictive notation set forth in Section 4.10, free and clear of any Liens, other than transfer restrictions under applicable federal and state securities laws against payment of the Purchase Price therefor, by (i) check payable to the Company, (ii) wire transfer in accordance with the Company’s instructions, (iii) cancellation or conversion of indebtedness or (iv) any combination of the foregoing; and

Section 2.6 Purchaser Deliveries. Upon the terms and subject to the conditions of this Agreement, Purchaser is delivering (or causing to be delivered) the following:

(a) the Purchase Price payable by such Purchaser by wire transfer of immediately available funds;

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Purchaser as follows:

Section 3.1 Existence. The Company has been duly incorporated and is existing and in good standing under the laws of the State of Nevada, with corporate power and authority to own its properties and conduct the businesses in which it is currently engaged and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be duly qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.2 Capitalization. The authorized capital stock of the Company consists of 3,000,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”) and 50,000,000 shares of Preferred Stock, $0.0001, which shall be designated as Series A Preferred Stock and Series C Preferred Stock (collectively, the “Preferred Stock”).

Section 3.3 Subsidiaries. The Company has no Subsidiaries.

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Section 3.4 No Conflict. The execution, delivery and performance of this Agreement and the issuance and sale of the Purchased Securities will not result in a breach or violation of any of the terms and provisions of, or constitute, or with the giving of notice or lapse of time, would constitute, a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) its certificate of formation, limited liability company agreement, limited partnership agreement, charter, or by-laws or similar organizational documents of the Company, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its properties, or (iii) any agreement or instrument to which the Company is a party or by which the Company or any of its Subsidiaries is bound or to which any of the properties of the Company or any of its Subsidiaries is subject, except in the case of clauses (ii) and (iii) as would not reasonably be expected to have a Material Adverse Effect.

Section 3.5 Authority.

(a) Each of the Operative Documents has been or will be validly executed and delivered by the Company and, assuming due authorization, execution and delivery by Purchaser or its Affiliate, as applicable (if either such Purchaser or its Affiliate is a party thereto), constitutes, or will constitute, the legal, valid and binding obligations of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general principles of equity.

(b) The Purchased Securities have been duly authorized and, when the Purchased Securities have been delivered and paid for in accordance with this Agreement on the Closing Date, such Purchased Securities will be validly issued, fully paid and nonassessable; the stockholders of the Company have no preemptive rights with respect to the Purchased Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.

Section 3.6 Approvals. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required to be obtained or made by the Company for the consummation of the transactions contemplated by this Agreement, except (i) such as have been obtained, (ii) where the failure of the Company to obtain or make any such consent, approval, authorization, order, filing or registration would not reasonably be expected to have a Material Adverse Effect, or (iii) such as have been made or as may be required under state or foreign securities laws.

Section 3.7 Compliance with Laws. Neither the Company nor any of its Subsidiaries is in violation of any Law applicable to the Company or its Subsidiaries, except as would not, individually or in the aggregate, have a Material Adverse Effect. The Company and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, have a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit, except where such potential revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

Section 3.8 Certain Fees. No fees or commissions are or will be payable by the Company to brokers, finders, or investment bankers with respect to the sale of any of the Purchased Securities or the consummation of the transaction contemplated by this Agreement. The Company agrees that it will indemnify and hold harmless the Purchaser from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by the Company in connection with the sale of the Purchased Securities or the consummation of the transactions contemplated by this Agreement.

Section 3.9 No Side Agreements. There are no agreements by, among or between the Company or any of its Affiliates, on the one hand, and any Purchaser or any of their Affiliates, on the other hand, with respect to the transactions contemplated hereby other than the Operative Documents nor promises or inducements for future transactions between or among any of such parties.

Section 3.10 No Registration Required. Assuming the accuracy of the representations and warranties of Purchaser contained in Article IV, the issuance and sale of the Purchased Securities pursuant to this Agreement is exempt from registration requirements of the Securities Act, and neither the Company nor, to the knowledge of the Company, any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

Section 3.11 No Integration. Neither the Company nor any of its Affiliates have, directly or indirectly through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act of 1933, as amended) that is or will be integrated with the sale of the Purchased Securities in a manner that would require registration under the Securities Act.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Purchaser, severally and not jointly, hereby represents and warrants to the Company that:

Section 4.1 Existence. Such Purchaser is duly organized and validly existing and in good standing under the Laws of its jurisdiction of organization, with all requisite power and authority to own, lease, use and operate its Properties and to conduct its business as currently conducted.

Section 4.2 Authorization, Enforceability. Such Purchaser has all necessary corporate, limited liability company or partnership power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated thereby, and the execution, delivery and performance by such Purchaser of this Agreement has been duly authorized by all necessary action on the part of such Purchaser; and this Agreement constitute the legal, valid and binding obligations of such Purchaser, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditors’ rights generally or by general principles of equity, including principles of commercial reasonableness, fair dealing and good faith.

Section 4.3 No Breach. The execution, delivery and performance of this Agreement by such Purchaser and the consummation by such Purchaser of the transactions contemplated hereby and thereby will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which such Purchaser is a party or by which such Purchaser is bound or to which any of the property or assets of such Purchaser is subject, (b) conflict with or result in any violation of the provisions of the organizational documents of such Purchaser, or (c) violate any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over such Purchaser or the property or assets of such Purchaser, except in the cases of clauses (a) and (c), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by this Agreement.

Section 4.4 Certain Fees. No fees or commissions are or will be payable by such Purchaser to brokers, finders, or investment bankers with respect to the purchase of any of the Purchased Securities or the consummation of the transaction contemplated by this Agreement. Such Purchaser agrees that it will indemnify and hold harmless the Company from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by such Purchaser in connection with the purchase of the Purchased Securities or the consummation of the transactions contemplated by this Agreement.

Section 4.5 No Side Agreements. There are no other agreements by, among or between such Purchaser and any of its Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby other than the Operative Documents nor promises or inducements for future transactions between or among any of such parties.

Section 4.6 Investment. The Purchased Securities are being acquired for such Purchaser’s own account, the account of its Affiliates, or the accounts of clients for whom such Purchaser exercises discretionary investment authority, not as a nominee or agent, and with no present intention of distributing the Purchased Securities or any part thereof, and such Purchaser has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the securities laws of the United States or any state or country, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Purchased Securities under a registration statement under the Securities Act and applicable state securities laws or under an exemption from such registration available thereunder (including, without limitation, if available, Rule 144 promulgated thereunder). If such Purchaser should in the future decide to dispose of any of the Purchased Securities, the Purchaser understands and agrees (a) that it may do so only in compliance with the Securities Act and applicable state securities law, as then in effect, including a sale contemplated by any registration statement pursuant to which such securities are being offered, or pursuant to an exemption from the Securities Act, and (b) that stop-transfer instructions to that effect will be in effect with respect to such securities.

Section 4.7 Nature of Purchaser. Such Purchaser or its Representatives have been furnished with materials relating to the business, finances and operations of the Company, the Fund and relating to the offer and sale of the Purchased Securities that have been requested by such Purchaser. Such Purchaser or its Representatives has been afforded the opportunity to ask questions of the Company or its Representatives. Neither such inquiries nor any other due diligence investigations conducted at any time by such Purchaser or its Representatives shall modify, amend or affect such Purchaser’s right (i) to rely on the Company’s representations and warranties contained in Article III above or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in this Agreement. Such Purchaser understands and acknowledges that its purchase of the Purchased Securities involves a high degree of risk and uncertainty. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Purchased Securities.

Section 4.8 Reliance Upon such Purchaser’s Representations and Warranties. Such Purchaser understands and acknowledges that the Purchased Securities are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws, and that the Company is relying in part upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth in this Agreement in (i) concluding that the issuance and sale of the Purchased Securities is a “private offering” and, as such, is exempt from the registration requirements of the Securities Act, and (ii) determining the applicability of such exemptions and the suitability of such Purchaser to purchase the Purchased Securities.

ARTICLE V

COVENANTS

Section 5.1 Taking of Necessary Action. Each of the parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions between the Company and the Purchaser contemplated by this Agreement related specifically to the acquisition of the Purchased Securities. Without limiting the foregoing, each of the Company and Purchaser shall use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the other parties, as the case may be, advisable for the consummation of the transactions contemplated by the Operative Documents. Purchaser agrees that its trading activities, if any, with respect to Company’s securities will be in compliance with all applicable state and federal securities laws, rules and regulations. The Company shall promptly and accurately respond, and shall use its commercially reasonable efforts to cause its transfer agent to respond, to reasonable requests for information (which is otherwise not publicly available) made by a Purchaser or its auditors relating to the actual holdings of such Purchaser or its accounts; provided that, the Company shall not be obligated to provide any such information that could reasonably result in a violation of applicable law or conflict with the Company’s insider trading policy or a confidentiality obligation of the Company.

Section 5.2 Non-Public Information. On or before 9:30 a.m., Florida local time, on the Business Day immediately following the date hereof, the Company may issue a press release (the “Press Release”) announcing the entry into this Agreement and describing the terms of the transactions contemplated by the Operative Documents and any other material, nonpublic information that the Company may have provided any Purchaser at any time prior to the issuance of the Press Release.

Section 5.3 Transfer Procedure; Stop-Transfer Notices; Refusal to Transfer. Prior to transferring any Purchased Securities, Purchaser shall deliver to the Company a written notice stating: (i) Purchaser’s bona fide intention to make a permitted transfer of its Purchased Securities; (ii) the name, address and phone number of each proposed transferee; (iii) the aggregate number of Purchased Securities to be transferred to each proposed transferee; and (iv) the exemptions under applicable state and federal securities laws upon which Purchaser is relying in making the proposed transfer. Purchaser shall also deliver to the Company a written agreement executed by the transferee or other recipient of Purchased Securities pursuant to which such transferee agrees to be bound by the transfer restrictions set forth herein as was Purchaser. Purchaser agrees that to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. The Company shall not be required (a) to transfer on its books any Purchased Securities that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) to treat as owner of such Purchased Securities or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Purchased Securities shall have been so transferred.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Indemnification by the Company. The Company agrees to indemnify Purchaser and its Representatives (collectively, “Purchaser Related Parties”) from costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of the Company contained herein, provided that such claim for indemnification relating to a breach of the representations or warranties is made prior to the expiration of such representations or warranties to the extent applicable; and provided further, that no Purchaser Related Party shall be entitled to recover special, consequential or punitive damages under this Section 6.1.

Section 6.2 Indemnification by Purchaser. Purchaser agrees, severally and not jointly, to indemnify the Company and its respective Representatives (collectively, “Company Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein, provided that such claim for indemnification relating to a breach of the representations and warranties is made prior to the expiration of such representations and warranties; and provided further, that no Company Related Party shall be entitled to recover special, consequential or punitive damages.

Section 6.3 Indemnification Procedure. Promptly after any Company Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such claim or the commencement of such action, suit or proceeding, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has failed to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party. The remedies provided for in this Section 6 are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Interpretation and Survival of Provisions. Article, Section, Schedule, and Exhibit references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts, and agreements are references to such instruments, documents, contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever any party has an obligation under the Operative Documents, the expense of complying with that obligation shall be an expense of such party unless otherwise specified. Whenever any determination, consent, or approval is to be made or given by any Purchaser, such action shall be in such Purchaser’s sole discretion unless otherwise specified in this Agreement. If any provision in the Operative Documents is held to be illegal, invalid, not binding, or unenforceable, such provision shall be fully severable and the Operative Documents shall be construed and enforced as if such illegal, invalid, not binding, or unenforceable provision had never comprised a part of the Operative Documents, and the remaining provisions shall remain in full force and effect. The Operative Documents have been reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter.

Section 7.2 Survival of Provisions. The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing for a period of twelve (12) months following the Closing Date regardless of any investigation made by or on behalf of the Company or any Purchaser. All indemnification obligations of the Company and the Purchaser pursuant to this Agreement and the provisions of Article VI shall remain operative and in full force and effect unless such obligations are expressly terminated in a writing by the parties, regardless of any purported general termination of this Agreement.

Section 7.3 No Waiver; Modifications in Writing.

(a) Delay. No failure or delay on the part of any party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.

(b) Amendments and Waivers. Except as otherwise provided herein, no amendment, waiver, consent, modification, or termination of any provision of this Agreement or any other Operative Document shall be effective unless signed by each of the parties hereto or thereto affected by such amendment, waiver, consent, modification, or termination. Any amendment, supplement or modification of or to any provision of this Agreement or any other Operative Document, any waiver of any provision of this Agreement or any other Operative Document, and any consent to any departure by the Company from the terms of any provision of this Agreement or any other Operative Document shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.

Section 7.4 Binding Effect; Assignment.

(a) Binding Effect. This Agreement shall be binding upon the Company, the Purchaser, and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

(b) Assignment of Rights. All or any portion of the rights and obligations of any Purchaser under this Agreement may be transferred by such Purchaser to any Affiliate of such Purchaser without the consent of the Company by delivery of an agreement to be bound to the terms of this Agreement and a revised signature page. No portion of the rights and obligations of any Purchaser under this Agreement may be transferred by such Purchaser to a non-Affiliate without the written consent of the Company (which consent shall not be unreasonably withheld by the Company).

Section 7.5 Confidentiality. Notwithstanding anything herein to the contrary, to the extent that any Purchaser has executed or is otherwise bound by a confidentiality agreement in favor of the Company, such Purchaser shall continue to be bound by such confidentiality agreement.

Section 7.6 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery or personal delivery to the following addresses:

(a) If to any Purchaser:

To the respective address listed on the applicable signature page

(b) If to the Company:

Water on Demand, Inc.

13575 58th Street North, Suite 200

Clearwater, FL 33760

with a copy to:

Kunzler Bean & Adamson, PC

50 W Broadway, Suite 1000

Salt Lake City, Utah 84101

Attention: J. Martin Tate

Email: mtate@kba.law

or to such other address as the Company or such Purchaser may designate in writing. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; when notice is sent to the sender that the recipient has read the message, if sent by electronic mail; upon actual receipt if sent by certified mail, return receipt requested, or regular mail, if mailed; when receipt acknowledged, if sent via facsimile; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 7.7 Entire Agreement. This Agreement, the other Operative Documents and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or the other Operative Documents with respect to the rights granted by the Company or any of its Affiliates or any Purchaser or any of its Affiliates set forth herein or therein. This Agreement, the other Operative Documents and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 7.8 Governing Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of Nevada without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Nevada, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Nevada over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Notwithstanding any of the foregoing to the contrary, the Company acknowledges for the avoidance of doubt that this Section 7.8 shall not apply to claims arising under the Securities Act and the Exchange Act, and by agreeing to the provisions of this Section 7.8, the Purchaser will not be deemed to have waived compliance with US federal securities laws and the rules and regulations promulgated thereunder.

Section 7.9 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.

Section 7.10 Termination

(a) Notwithstanding anything herein to the contrary, this Agreement shall automatically terminate at any time at or prior to the Closing if a statute, rule, order, decree or regulation shall have been enacted or promulgated, or if any action shall have been taken by any Governmental Authority of competent jurisdiction that permanently restrains, permanently precludes, permanently enjoins or otherwise permanently prohibits the consummation of the transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal.

(b) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time by any Purchaser (with respect to the obligations of such Purchaser) or the Company, upon written notice to the other party, if the Closing shall not have occurred on or before December 31, 2024 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 7.11(b) shall not be available to any party whose (i) breach of any provision of this Agreement, (ii) failure to comply with their obligations under this Agreement or (iii) actions not taken in good faith, shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date or the failure of a condition in Section 2.3 or Section 2.4 to be satisfied at such time;

(c) In the event of the termination of this Agreement as provided in this Section 7.11, (1) this Agreement shall forthwith become null and void and (2) there shall be no liability on the part of any party hereto, except as set forth in Article VI of this Agreement and except with respect to the requirement to comply with any confidentiality agreement in favor of the Company; provided that nothing herein shall relieve any party from any liability or obligation with respect to any willful breach of this Agreement.

Section 7.11 Recapitalization, Exchanges, Etc. Affecting the Common Stock. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity interests of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution of, the Common Stock, and shall be appropriately adjusted for combinations, recapitalizations and the like occurring after the date of this Agreement and prior to the Closing.

[Signature pages follow]

WATER ON DEMAND, INC.

Name: J. Riggs Eckelberry

Title: Chief Executive Officer

(Signature and Information of Purchaser(s) on the following page)

The foregoing Subscription Agreement is hereby agreed to by the undersigned as of the date indicated below.

Registered Account Name (Please Print)

Registered Account Address (Street, City, State, Zip Code)

Mailing Address (Fill in Mailing Address only if different from Registered Account Address)

Email Address:

Primary Phone:

      Please “initial” to confirm Form 1A Offering Circular received and reviewed. Subscriber or Authorized Representative (if not an individual).

      Please “initial” if applicable to authorize the Company to discuss your investment directly with your investment advisor.

TOTAL INVESTMENT AMOUNT $

SHARE PRICE: _____________

TOTAL NUMBER OF SHARES: ____________

Nationality ____________

Passport Number _______________ Issuing Country ________________

Taxpayer I.D. No. (Must be completed) _____________

By:   Date: Signature of Subscriber or Authorized Representative and Title (if not an individual)

EXHIBIT A TO

SUBSCRIPTION AGREEMENT

CERTIFICATE TO BE GIVEN BY ANY PURCHASER THAT IS A PARTNERSHIP OR LIMITED LIABILITY COMPANY

CERTIFICATE OF

(the “Partnership”)

(Name of Company)

The undersigned, constituting all of the partners/members of the Partnership that must consent to the proposed investment by the Partnership hereby certify as follows:

1.   That the Partnership commenced business on and was established under the laws of the State of   on     and is governed by a Partnership/Operating Agreement dated     .

2.   That, as the partners/members of the Partnership, we have the authority to determine, and have determined, (i) that the investment in, and the purchase of, the COMMON SHARES in WATER ON DEMAND, INC. is of benefit to the Partnership, and (ii) to make such investment on behalf of the Partnership.

3.   That     is authorized to execute all necessary

documents in connection with our investment in WATER ON DEMAND, INC.

IN WITNESS WHEREOF, we have executed this certificate as the partners of the Partnership effective as of     , 2022_, and declare that it is truthful and correct.

(Name of Partnership)

By:

Name:

Title:

By:

Name:

Title:



EXHIBIT B TO

SUBSCRIPTION AGREEMENT

CERTIFICATE TO BE GIVEN BY ANY PURCHASER THAT IS A TRUST

CERTIFICATE OF

(the “Trust”)

(Name of Trust)

The undersigned, constituting all of the trustees of the Trust, hereby certify as follows:

1. That the Trust was established pursuant to a Trust Agreement dated   ,

      (the “Agreement”).

2. That, as the trustee(s) of the Trust, we have determined that the investment in, and the purchase of, the COMMON SHARES in WATER ON DEMAND, INC. is of benefit to the Trust and have determined to make such investment on behalf of the Trust.

3.   That     is authorized to execute, on behalf of the Trust, any and all documents in connection with the Trust’s investment in WATER ON DEMAND, INC.

IN WITNESS THEREOF, we have executed this certificate as the trustee(s) of the Trust this

     day of     , 2022, and declare that it is truthful and correct.

(Name of Trust)

By: Trustee

By: Trustee

By: Trustee

EXHIBIT C

TO SUBSCRIPTION AGREEMENT

CERTIFICATE TO BE GIVEN BY ANY PURCHASE THAT IS A CORPORATION

CERTIFICATE OF

(the “Corporation”)

(Name of Corporation)

The undersigned, being the duly elected and acting Secretary or Assistant Secretary of the Corporation, hereby certifies as follows:

1.   That the Corporation commenced business on and was incorporated under the laws of the State of   on     .

2. That the Board of Directors of the Corporation has determined, or appropriate officers under authority of the Board of Directors have determined, that the investment in, and purchase of, the COMMON SHARES in WATER ON DEMAND, INC. is of benefit to the Corporation and has determined to make such investment on behalf of the Corporation. Attached hereto is a true, correct and complete copy of resolutions of the Board of Directors (or an appropriate committee thereof) of the Corporation duly authorizing this investment, and said resolutions have not been revoked, rescinded or modified and remain in full force and effect.

3. That the following named individuals are duly elected officers of the Corporation, who hold the offices set opposite their respective names and who are duly authorized to execute any and all documents in connection with the Corporation’s investment in WATER ON DEMAND, INC. and that the signatures written opposite their names and titles are their correct and genuine signatures.

Name

Title

Signature

IN WITNESS WHEREOF, I have executed this certificate this     day of    2022, and declared that it is truthful and correct.

(Name of Corporation)

By:

Name:

Title:

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Type of Shares: Common

Investment Amount: $ USD

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Your Investment limit is 10% of the higher between your Yearly Income and your Net Worth.

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Identity Check

Our FINRA Broker Dealer is required to keep on file a form that accurately describes who you are. This is "Know Your Client" information.

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Client Relationship Summary (CRS) Document

Castle Placement, LLC. (“Castle”, “we”, or “us”) is a registered with the Securities and Exchange Commission as a broker-dealer and member of FINRA/SIPC. This disclosure includes information about Castle’s services, fees and costs, and conflicts of interest that we are required to provide to you, as a retail investor. PLEASE RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS Investment products offered through Castle are not insured by the FDIC or any other federal government agency, are not deposits or other obligations of, or guaranteed by, a bank or any bank affiliate, and are subject to investment risks, including possible loss of the principal amount invested. Investments in equity crowdfundings and private placements are extremely illiquid, and your entire investment amount could be lost. Castle does not make recommendations of securities to investors The company issuing securities is Castle’s client If you are an investor, you are not a customer or client of Castle Brokerage and investment advisory services differ, and that it is important for you to understand these differences. We are not an investment advisor and do not provide investment advisory services, portfolio management, or advice or recommendations about your overall investment portfolio or the types of account(s) you should have. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers. What Investment Services and Advice can you Provide Me? We do not provide any investment services, advice or recommendations to you. Castle Investment Offerings: Our equity crowdfunding and private placement brokerage services include Regulation A+ broker/dealer services, Regulation Crowdfunding broker/dealer services, Regulation D broker/dealer services, and other investment banking services. All transactions are done on an agency basis by Castle. Castle’s client is the issuer and Castle gets paid its fee from the issuer. Castle Brokerage Services: Castle’s brokerage services include a variety of investment banking services. We do not provide you with investment recommendations. Castle acts in its capacity as a broker/dealer on behalf of its client, the issuer. We do not have a fiduciary obligation to you as an investor. Limits on Monitoring and Investment Discretion: Castle does not exercise discretionary investment authority for you (i.e., make decisions to buy or sell your investments without your direction) or monitor your investments for you. Accordingly, you are responsible for reviewing your investments to make sure your investments are appropriate for you, taking into consideration your current financial situation, existing investment portfolio, age, target returns, investment goals, and risk tolerance. Castle does not make recommendations of securities to investors. The company issuing securities is Castle’s client. If you are an investor, you are not a customer or client of Castle. Do you Provide Investment Services, Advice, or Recommendations to Me? No. We do not provide recommendations. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide you. Here is an example to help you understand what this means: Compensation we receive from issuers of securities when we sell certain investments. We only offer agency brokerage services to retail investors, including executing transactions in private placements and other exempt offerings under Reg CF, Reg A+, and Reg D, for issuers we represent. We do not offer investment services, advice or recommendations. We do not open brokerage accounts for investors. For further clarification, as a retail investor that is considering or actually does invest in a transaction listed on Castle’s website or otherwise marketed by us, you are not our client. Our client is the issuer of the securities. Any services provided by Castle to retail investors are done so on behalf of our client, the issuer of these securities. Since retail investors in these securities are not clients of Castle and do not have accounts with Castle, Castle does not obtain any investor’s specific investment profile or circumstances (current investment portfolio, income, expenses, dependents, health, goals, risk tolerance, return objectives, other obligations/liabilities, etc.). Therefore, Castle is not in a position to, and does not, make any recommendations as to whether these securities are appropriate for a specific investor or in a specific investor’s best interest. Further, any advertisements, emails and/or any other communication received by retail investors in connection with offerings contain information and representations from the Issuer – they are not recommendations by Castle to purchase these securities or representations made by Castle, and they are not a call to action for you to invest. Your decision to invest is yours alone, with the help of your professional and legal advisors. Limitations to these offerings include: they are extremely risky and you could lose your entire investment; they are illiquid and speculative; they may not be suitable for you; the required minimum investment may be high; some offerings are only available to accredited investors or are subject to other restrictions; and fees and expenses are higher than other investments, and will reduce your return of and/or on your investment. Other risks are described more fully on our website, and in the offering materials for each investment. A particular risk to our business model is that we do not offer a diversified menu of private investments; we narrowly focus on offering securities of issuers for which we serve as managing dealer or placement agent, and the scope of our product offering is therefore limited compared to a broker that is offering you recommendations or advice. Our brokerage business is narrowly focused on the sale of securities issued by the companies that we represent. We are an issuer’s agent, which means that unless we have a written agreement with you to the contrary, we are not your agent and we do not give advice or make recommendations about specific securities, types of securities or investment strategies involving securities to you. To the extent that a solicitation or call to action is deemed to be a recommendation under U.S. law or regulation, you should be aware that we are inherently conflicted with your interests, and you should seek advice from an investment advisor or a broker who will act as your agent. What Fees Will I Pay? Brokerage Services: The primary fees you pay for Castle’s brokerage services are “transaction-based” fees. These fees are typically called “commissions” or “brokerage fees”. These fees vary depending on the investment product you select, the capacity in which we act, and the size of the transaction, and are charged up-front when you purchase the investment. You pay fees in connection with your investments, directly or indirectly through the issuer (or its sponsor) that has retained us, through which you make your investment. These fees vary depending on the issuer and type of security. Review the offering materials for each offering for a full discussion of fees and costs. Since we are the agent of the issuers, and are compensated by the issuers, we have a conflict of interest in that we have an incentive to sell you securities from which we stand to profit most. Certain securities pay us, as broker, higher fees than others, and this creates an incentive for us to sell you securities on which we receive higher fees. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. If you lose money on your investment, the fees paid will increase those losses. Contact us for more information if you have questions about fees or expenses related to a product or service. We do not provide advice or recommendations about securities, investment strategies, or investment accounts. If you seek such advice, you should establish a relationship with an investment advisor or broker to serve as your agent. If a solicitation or call to action were deemed to be a recommendation under U.S. law or regulations, then we would be subject to Regulation BI and we would be required to act in your best interest and not put our interest ahead of yours. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they could affect your investment results. Description of Other Fees and Costs: None What are Your Legal Obligations to Me when Providing Recommendations? How else does your Firm Make Money and what Conflicts of Interests do you Have? Castle does not make any recommendations whatsoever regarding your investment. All of our activities are done in a broker-dealer capacity. We are not an investment adviser and we do not provide investment advisory services. A conflict of interest is a situation in which Castle engages in a transaction or activity where our interest is materially averse to your interest. Potential conflicts of interest may exist when we provide services to you. The mere presence of a conflict of interest does not imply that harm to your interests will occur, but it is important that we acknowledge the presence of such conflicts. Moreover, our regulatory obligations require that we establish, maintain, and enforce written policies and procedures reasonably designed to address potential conflicts of interest associated with any recommendations to you. We take these obligations very seriously. It is important for investors to understand that the investor is not a customer or client of Castle, and Castle does not make recommendations of securities to investors. Furthermore, when someone invests in one of our transactions Castle receives a success fee (a percentage of the amount invested) from the issuer. This creates an inherent conflict of interest for Castle, and the investor should consider this when making his or her investment decision. Typically, our conflicts of interest are the result of compensation structures and other financial arrangements among Castle, our Registered Representatives, and our clients. Securities rules allow for us, our Registered Representatives, and our affiliates to earn compensation when we provide brokerage services to you. However, the compensation that we and our Registered Representatives receive varies based upon the product or service you purchase, which may create a financial incentive to recommend investment products and services that generate greater compensation to Castle. This could significantly impact your investment returns. Castle is committed to taking appropriate steps to identify, mitigate and avoid conflicts of interest. Below you will find additional information related to potential conflicts of interest. This information is not intended to be an all-inclusive list of potential conflicts, but generally describes those conflicts that may be material to you as an investor in Castle transactions. In addition to this disclosure, conflicts of interest are disclosed to you in various agreement(s) and disclosure documents and other information we make available to you, including on our website at www.castleplacement.com. How do Your Financial Professionals Make Money? Castle has both salaried personnel and independent contractors. Our salaried personnel (some of whom are registered representatives) receive a salary and discretionary bonus based upon their individual performance and firm performance. Our employees are prohibited from giving advice or making recommendations with respect to securities or investment strategies. Our independent contractors are registered representatives. They receive a portion of upfront fees paid to us, and commissions for the sales of securities issued. Our registered representatives, like our employees, are prohibited from giving advice or making recommendations with respect to securities or investment strategies. All of our employees and independent contractors are agency brokers, not advisors. Compensation is tied directly or derives from sales by us, which significantly makes worse the conflicts of interest described herein. Do You or Your Financial Professionals Have Legal or Disciplinary History Yes. While the firm does not have a legal or disciplinary history, certain registered representatives have a legal or disciplinary history to report. See investor.gov/CRS and brokercheck.finra.org/. CONVERSATION STARTERS: Ask your financial professional: • How are you and your firm compensated? Are there any conflicts? • What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean? • Given my financial situation, should I choose a brokerage service? Why or why not? • How will you choose investments to recommend to me based on my financial situation? • What services do you and your firm offer? • Who is my primary contact person? Is he or she a representative of an investment advisor or broker dealer? Who can I talk to if I have concerns about how this person is treating me? • Help me understand how these fees and costs might affect my investments? If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me? • How might your conflicts of interest affect me, and how will you address them? • As a financial professional, do you have any disciplinary history? For what type of conduct? For additional information about our brokerage services or to obtain an updated copy of this Client Relationship Summary, please visit our website at www.castleplacement.com, call us at (212) 418-1180 or contact us in writing at Castle Placement, LLC, Attn: Compliance, 1460 Broadway, New York, NY 10036. CASTLE PLACEMENT, LLC - Member FINRA/SIPC
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Longaberger

Reg A Investment Process

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SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET CURRENTLY EXISTS FOR THE SECURITIES.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING CIRCULAR HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING CIRCULAR DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY THE COMPANY (THE “PLATFORM”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN THE “STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS” SECTION OF THE OFFERING CIRCULAR. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS AVAILABLE ON THE PLATFORM (COLLECTIVELY, THE “OFFERING MATERIALS”) OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS, IF ANY) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED OR IN ANY STATE OR JURISDICTION IN WHICH AN OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

TO CASTLE PLACEMENT GROUP, LLC OR

ITS DULY AUTHORIZED ATTORNEY-IN-FACT

1460 BROADWAY

NEW YORK, NEW YORK 10036

1.   SUBSCRIPTION.

  (a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Class A Common Units (the “Securities”) of Castle Placement Group, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $5.00 per Unit (the “Per Unit Price”), with a minimum purchase of $250.00 (50 Units) or higher (“Minimum Purchase”), subject to the discretion of the Company and upon the terms and conditions set forth herein. The rights of the Class A Common Unit(s) are as set forth in the Certificate of Formation and Operating Agreement of the Company, each included in the Exhibits to the offering circular of the Company filed with the SEC (the “Offering Circular”).

  (b) Subscriber understands that the Securities are being offered pursuant to an offering statement dated August 22, 2022 (the “Offering Statement”), a copy of which has been filed with the SEC. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular, including the Exhibits thereto, and any other Offering Materials or other information required by the Subscriber to make an investment decision.

  (c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company, in its sole discretion. In addition, the Company, in its sole discretion, may allocate to Subscriber only a portion of the number of Securities for which the Subscriber has subscribed. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.

(d) The aggregate number of Securities sold shall not exceed 2,500,000 Class A Common Unit(s) (the “Maximum Number of Units”). The Company may accept subscriptions until September 27, 2023, unless extended by the Company, in its sole discretion, in accordance with applicable SEC regulations or until the Maximum Number of Units under the Offering are sold, whichever shall first occur (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

(e) This Agreement and the covenants made herein shall survive the closing of the purchase of the Securities, provided, however, that in the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect.

(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the “Transferee”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company, in advance, an instrument in a form acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree to, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

(g) By agreeing to these provisions, Subscribers will not be deemed to have waived their rights under the federal securities laws and the rules and regulations thereunder.

2.   PURCHASE PROCEDURE.

  (a) Payment. The purchase price for the Securities shall be paid prior to the execution and delivery to the Company of the signature page of this Subscription Agreement as an e-signature. Subscriber shall deliver an e-signed copy of this Subscription Agreement, after payment for the aggregate purchase price of the Securities by any means approved by the Company, including but not limited to a check, ACH electronic transfer, or by wire transfer to an account designated by the Company and as set forth in the Offering Circular.

  (b) Deposit Arrangements. Payment for the Securities must be received by PrimeTrust, LLC from Subscriber by ACH electronic transfer, wire transfer of immediately available funds, check or other means approved by the Company, in the amount as set forth on the signature page hereto. Subscriber shall receive notice and evidence of the digital entry of the number of the Securities owned by Subscriber reflected on the books and records of the Company and verified by ComputerShare, which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to Subscriber that the following are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Subscription Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current managers or officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and authorized to conduct business and is in good standing as a foreign entity in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

  (b) Issuance of the Securities. The issuance, sale, and delivery of the Securities in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold, and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

(c) Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

(d) No Filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Capitalization. The authorized and outstanding securities of the Company immediately prior to the initial investment in the Securities pursuant to this Offering is as set forth in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Financial Statements. Complete copies of the Company’s consolidated financial statements consisting of the balance sheets of the Company as of June 30, 2021, and the related statements of operations, shareholders’ equity and cash flows for the period then ended (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present, in all material respects, the consolidated financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. Munk Witzig CPA, PLLC, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC.

  (g) Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in the Offering Circular.

(h) Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4.   REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants that the following are true and complete in all material respects as of each Closing Date:

  (a) Requisite Power and Authority. Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out the provisions thereof. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the applicable Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

  (b) Investment Representations. The Securities subscribed to pursuant to this Subscription Agreement will be purchased for Subscriber’s own account and will be held for investment and not with the view to, or for resale in connection with, any distribution thereof. By such representation Subscriber means that Subscriber intends to hold the Securities for investment without the intent of participating directly or indirectly in a distribution thereof, and that Subscriber does not intend to dispose of all or any part of the Securities unless Subscriber determines that some change in Subscriber’s personal circumstances, by reason of some intervening event not now in contemplation, has occurred which makes such disposition necessary.

Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

Subscriber agrees that Subscriber will not in any way transfer or dispose of any of the Securities unless either the Securities are covered by an effective registration statement under the Securities Act or the transfer or disposition is exempt from the registration requirements of the Securities Act. Subscriber further agrees that Subscriber will not in any way transfer or dispose of any of the Securities in violation of any other applicable securities laws and regulations, or in violation of any other applicable law.

Subscriber hereby agrees that the Securities shall be transferable only on the books of the Company, and that no transfer shall be made on the books of the Company and no attempted transfer shall be effective unless and until the request for transfer is accompanied by an opinion of counsel of the Company, or an opinion of counsel for Subscriber which is acceptable to the Company, in their reasonable discretion, to the effect that neither the sale nor the proposed transfer results in a violation of the Securities Act, any other applicable securities laws and regulations, or any other applicable law of which said counsel is aware. Subscriber hereby acknowledges that the Company is under no obligation to assist Subscriber financially or otherwise in registering the Securities under the Securities Act or any other applicable securities laws and regulations, or in obtaining said opinion of counsel, and Subscriber agrees to bear the entire cost of obtaining any such opinion. Subscriber agrees that a legend in substantially the following form may be placed on any certificate or certificates delivered to Subscriber or any substitutes therefor:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL AND STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL AND STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT IN A TRANSACTION WHICH IS REGISTERED UNDER, EXEMPT FROM, OR OTHERWISE IN COMPLIANCE WITH THE FEDERAL AND STATE SECURITIES LAWS, AS TO WHICH THE ISSUER HAS RECEIVED SUCH ASSURANCES AS THE ISSUER MAY REQUEST, WHICH MAY INCLUDE, A SATISFACTORY OPINION OF ITS COUNSEL.

  (c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

  (d) Unitholder Information. Within five (5) days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a unitholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, in addition to any other requirements, restrictions, or provisions hereunder, Subscriber will require the Transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

(e) Company Information. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with managers and officers of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(f) Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

  (g) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page hereto.

  (h) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees, or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. The undersigned will indemnify and hold the Company harmless against any liability, loss, or expense (including, without limitation, reasonable attorneys' fees, and out-of-pocket expenses) arising in connection with any such claim.

(i) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber shall immediately notify the Company, and Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

5.   INDEMNITY.

The representations, warranties and covenants made by the Subscriber herein shall survive the closing of the transactions contemplated by this Subscription Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, managers and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

6.   GOVERNING LAW; JURISDICTION.

This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

EXCEPT FOR MATTERS OR ACTIONS ARISING UNDER THE SECURITIES ACT OF 1933 OR THE EXCHANGE ACT OF 1934, SUBSCRIBER AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE AND AGREE THAT ANY ACTION OR PROCEEDING RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH DELAWARE COURTS. SUBSCRIBER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBER AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

7.   DIGITAL SIGNATURES; ELECTRONIC COMMUNICATION.

Digital (“electronic”) signatures, often referred to as an “e-signature,” enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures.

You may execute this Subscription Agreement by providing one of the following: (i) your original, scanned, or faxed signature; or (ii) your electronic signature, as prescribed in the bulleted paragraphs below.

The mechanics of the electronic signature requested herein include your execution of this Subscription Agreement and other governing agreements (such as LLC or operating agreements, certificates of formation, resolutions, etc.) for the Company in a single signature block. By typing in your name, with the underlying software recording your IP address, your browser identification, the timestamp, and a security hash within an SSL encrypted environment, you will have accepted and agreed, without reservation, to all of the terms and conditions contained within this Subscription Agreement and other governing agreements. Your electronically signed Agreements will be stored by the Company in such a manner that the Company can access them at any time.

You hereby consent and agree that the electronic signature below constitutes your signature, acceptance, and agreement of both the Subscription Agreement and other governing agreements as if each of these documents were actually signed by you in writing. Further, all parties agree that no certification authority or other third-party verification is necessary to validate any electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of your signature or resulting contract between you and the Company. You understand and agree that your e-signature executed in conjunction with the electronic submission of this Subscription Agreement and other governing agreements shall be legally binding and that such transaction has been authorized by you. You agree that your electronic signature below is the legal equivalent of your manual signature on both this Subscription Agreement and other governing agreements and that you consent to be legally bound by terms and conditions of such Agreements. The Subscription Agreement and other governing agreements may be executed in counterparts and by electronic signature, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

Furthermore, you hereby agree that all current and future notices, confirmations and other communications regarding this Subscription Agreement or the other governing agreements specifically, and/or future communications in general between the parties, may be made by email, sent to the email address of record as set forth in the vesting information below or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients’ spam filters by the recipients’ email service provider, or due to a recipients’ change of address, or due to technology issues by the recipients’ service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to you, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that you desire.

YOUR CONSENT IS HEREBY EXPRESSLY GIVEN TO THE FOLLOWING:

By signing this Subscription Agreement, you are explicitly agreeing to receive documents electronically, including your copy of this signed Subscription Agreement and other governing agreements, as well as ongoing disclosures, communications, and notices.

By signing this document, the Subscriber is agreeing to both all other governing agreements and the Subscription Agreement and all provisions, clauses, representations, warranties, acknowledgments and covenants contained therein, each of which: (i) shall be binding on the heirs, executors, administrators, successors and permitted assigns of the undersigned, and (ii) may not be cancelled, withdrawn, revoked, or terminated by the undersigned except as set forth therein. If there is more than one signatory hereto, the representations, warranties, acknowledgments, and agreements of the undersigned are made jointly and severally.

8.   MISCELLANEOUS.

  (a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

  (b) This Subscription Agreement is not transferable or assignable by Subscriber, except as set forth in Section 1(f) hereof.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators, assigns, and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed, or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

  (f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[SIGNATURE PAGE FOLLOWS]

CASTLE PLACEMENT GROUP, LLC
SUBSCRIPTION AGREEMENT - SIGNATURE PAGE

The undersigned, desiring to purchase Class A Common Units in CASTLE PLACEMENT GROUP, LLC, by executing this Signature Page, hereby executes, adopts, and agrees to all the terms, conditions, and representations set forth in the undersigned’s Subscription Agreement and the governing documents of the Company.

(a) The number of Class A Common Units the undersigned hereby irrevocably subscribes for is: ________________ (print number of Securities)

(b) The aggregate purchase price (based on a Per Unit Price of $5.00) the undersigned hereby irrevocably subscribes for is: $_________________ (print aggregate purchase price)

(c)   The Securities being subscribed to will be owned by, and should be recorded on the Company’s books as held in the name of ___________________________________________ (print name of owner or joint owners):

Investor signatures: _____________________________________________________________

Investor name: ________________________________________________________________

Investor details: _______________________________________________________________

Date: ___________________________

This Subscription is accepted by Castle Placement Group, LLC

on ___________________, 20__.

By:________________________________

Name: ____________________________

Title: ______________________________

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Client Relationship Summary (CRS) Document

Castle Placement, LLC. (“Castle”, “we”, or “us”) is a registered with the Securities and Exchange Commission as a broker-dealer and member of FINRA/SIPC. This disclosure includes information about Castle’s services, fees and costs, and conflicts of interest that we are required to provide to you, as a retail investor. PLEASE RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS Investment products offered through Castle are not insured by the FDIC or any other federal government agency, are not deposits or other obligations of, or guaranteed by, a bank or any bank affiliate, and are subject to investment risks, including possible loss of the principal amount invested. Investments in equity crowdfundings and private placements are extremely illiquid, and your entire investment amount could be lost. Castle does not make recommendations of securities to investors The company issuing securities is Castle’s client If you are an investor, you are not a customer or client of Castle Brokerage and investment advisory services differ, and that it is important for you to understand these differences. We are not an investment advisor and do not provide investment advisory services, portfolio management, or advice or recommendations about your overall investment portfolio or the types of account(s) you should have. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers. What Investment Services and Advice can you Provide Me? We do not provide any investment services, advice or recommendations to you. Castle Investment Offerings: Our equity crowdfunding and private placement brokerage services include Regulation A+ broker/dealer services, Regulation Crowdfunding broker/dealer services, Regulation D broker/dealer services, and other investment banking services. All transactions are done on an agency basis by Castle. Castle’s client is the issuer and Castle gets paid its fee from the issuer. Castle Brokerage Services: Castle’s brokerage services include a variety of investment banking services. We do not provide you with investment recommendations. Castle acts in its capacity as a broker/dealer on behalf of its client, the issuer. We do not have a fiduciary obligation to you as an investor. Limits on Monitoring and Investment Discretion: Castle does not exercise discretionary investment authority for you (i.e., make decisions to buy or sell your investments without your direction) or monitor your investments for you. Accordingly, you are responsible for reviewing your investments to make sure your investments are appropriate for you, taking into consideration your current financial situation, existing investment portfolio, age, target returns, investment goals, and risk tolerance. Castle does not make recommendations of securities to investors. The company issuing securities is Castle’s client. If you are an investor, you are not a customer or client of Castle. Do you Provide Investment Services, Advice, or Recommendations to Me? No. We do not provide recommendations. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide you. Here is an example to help you understand what this means: Compensation we receive from issuers of securities when we sell certain investments. We only offer agency brokerage services to retail investors, including executing transactions in private placements and other exempt offerings under Reg CF, Reg A+, and Reg D, for issuers we represent. We do not offer investment services, advice or recommendations. We do not open brokerage accounts for investors. For further clarification, as a retail investor that is considering or actually does invest in a transaction listed on Castle’s website or otherwise marketed by us, you are not our client. Our client is the issuer of the securities. Any services provided by Castle to retail investors are done so on behalf of our client, the issuer of these securities. Since retail investors in these securities are not clients of Castle and do not have accounts with Castle, Castle does not obtain any investor’s specific investment profile or circumstances (current investment portfolio, income, expenses, dependents, health, goals, risk tolerance, return objectives, other obligations/liabilities, etc.). Therefore, Castle is not in a position to, and does not, make any recommendations as to whether these securities are appropriate for a specific investor or in a specific investor’s best interest. Further, any advertisements, emails and/or any other communication received by retail investors in connection with offerings contain information and representations from the Issuer – they are not recommendations by Castle to purchase these securities or representations made by Castle, and they are not a call to action for you to invest. Your decision to invest is yours alone, with the help of your professional and legal advisors. Limitations to these offerings include: they are extremely risky and you could lose your entire investment; they are illiquid and speculative; they may not be suitable for you; the required minimum investment may be high; some offerings are only available to accredited investors or are subject to other restrictions; and fees and expenses are higher than other investments, and will reduce your return of and/or on your investment. Other risks are described more fully on our website, and in the offering materials for each investment. A particular risk to our business model is that we do not offer a diversified menu of private investments; we narrowly focus on offering securities of issuers for which we serve as managing dealer or placement agent, and the scope of our product offering is therefore limited compared to a broker that is offering you recommendations or advice. Our brokerage business is narrowly focused on the sale of securities issued by the companies that we represent. We are an issuer’s agent, which means that unless we have a written agreement with you to the contrary, we are not your agent and we do not give advice or make recommendations about specific securities, types of securities or investment strategies involving securities to you. To the extent that a solicitation or call to action is deemed to be a recommendation under U.S. law or regulation, you should be aware that we are inherently conflicted with your interests, and you should seek advice from an investment advisor or a broker who will act as your agent. What Fees Will I Pay? Brokerage Services: The primary fees you pay for Castle’s brokerage services are “transaction-based” fees. These fees are typically called “commissions” or “brokerage fees”. These fees vary depending on the investment product you select, the capacity in which we act, and the size of the transaction, and are charged up-front when you purchase the investment. You pay fees in connection with your investments, directly or indirectly through the issuer (or its sponsor) that has retained us, through which you make your investment. These fees vary depending on the issuer and type of security. Review the offering materials for each offering for a full discussion of fees and costs. Since we are the agent of the issuers, and are compensated by the issuers, we have a conflict of interest in that we have an incentive to sell you securities from which we stand to profit most. Certain securities pay us, as broker, higher fees than others, and this creates an incentive for us to sell you securities on which we receive higher fees. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. If you lose money on your investment, the fees paid will increase those losses. Contact us for more information if you have questions about fees or expenses related to a product or service. We do not provide advice or recommendations about securities, investment strategies, or investment accounts. If you seek such advice, you should establish a relationship with an investment advisor or broker to serve as your agent. If a solicitation or call to action were deemed to be a recommendation under U.S. law or regulations, then we would be subject to Regulation BI and we would be required to act in your best interest and not put our interest ahead of yours. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they could affect your investment results. Description of Other Fees and Costs: None What are Your Legal Obligations to Me when Providing Recommendations? How else does your Firm Make Money and what Conflicts of Interests do you Have? Castle does not make any recommendations whatsoever regarding your investment. All of our activities are done in a broker-dealer capacity. We are not an investment adviser and we do not provide investment advisory services. A conflict of interest is a situation in which Castle engages in a transaction or activity where our interest is materially averse to your interest. Potential conflicts of interest may exist when we provide services to you. The mere presence of a conflict of interest does not imply that harm to your interests will occur, but it is important that we acknowledge the presence of such conflicts. Moreover, our regulatory obligations require that we establish, maintain, and enforce written policies and procedures reasonably designed to address potential conflicts of interest associated with any recommendations to you. We take these obligations very seriously. It is important for investors to understand that the investor is not a customer or client of Castle, and Castle does not make recommendations of securities to investors. Furthermore, when someone invests in one of our transactions Castle receives a success fee (a percentage of the amount invested) from the issuer. This creates an inherent conflict of interest for Castle, and the investor should consider this when making his or her investment decision. Typically, our conflicts of interest are the result of compensation structures and other financial arrangements among Castle, our Registered Representatives, and our clients. Securities rules allow for us, our Registered Representatives, and our affiliates to earn compensation when we provide brokerage services to you. However, the compensation that we and our Registered Representatives receive varies based upon the product or service you purchase, which may create a financial incentive to recommend investment products and services that generate greater compensation to Castle. This could significantly impact your investment returns. Castle is committed to taking appropriate steps to identify, mitigate and avoid conflicts of interest. Below you will find additional information related to potential conflicts of interest. This information is not intended to be an all-inclusive list of potential conflicts, but generally describes those conflicts that may be material to you as an investor in Castle transactions. In addition to this disclosure, conflicts of interest are disclosed to you in various agreement(s) and disclosure documents and other information we make available to you, including on our website at www.castleplacement.com. How do Your Financial Professionals Make Money? Castle has both salaried personnel and independent contractors. Our salaried personnel (some of whom are registered representatives) receive a salary and discretionary bonus based upon their individual performance and firm performance. Our employees are prohibited from giving advice or making recommendations with respect to securities or investment strategies. Our independent contractors are registered representatives. They receive a portion of upfront fees paid to us, and commissions for the sales of securities issued. Our registered representatives, like our employees, are prohibited from giving advice or making recommendations with respect to securities or investment strategies. All of our employees and independent contractors are agency brokers, not advisors. Compensation is tied directly or derives from sales by us, which significantly makes worse the conflicts of interest described herein. Do You or Your Financial Professionals Have Legal or Disciplinary History Yes. While the firm does not have a legal or disciplinary history, certain registered representatives have a legal or disciplinary history to report. See investor.gov/CRS and brokercheck.finra.org/. CONVERSATION STARTERS: Ask your financial professional: • How are you and your firm compensated? Are there any conflicts? • What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean? • Given my financial situation, should I choose a brokerage service? Why or why not? • How will you choose investments to recommend to me based on my financial situation? • What services do you and your firm offer? • Who is my primary contact person? Is he or she a representative of an investment advisor or broker dealer? Who can I talk to if I have concerns about how this person is treating me? • Help me understand how these fees and costs might affect my investments? If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me? • How might your conflicts of interest affect me, and how will you address them? • As a financial professional, do you have any disciplinary history? For what type of conduct? For additional information about our brokerage services or to obtain an updated copy of this Client Relationship Summary, please visit our website at www.castleplacement.com, call us at (212) 418-1180 or contact us in writing at Castle Placement, LLC, Attn: Compliance, 1460 Broadway, New York, NY 10036. CASTLE PLACEMENT, LLC - Member FINRA/SIPC
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Alliance Medical Fund I LLC SUBSCRIPTION AGREEMENT

Alliance Medical Fund I LLC 2201 Waukegan Rd. Suite 120

Bannockburn, IL 60015 Dear Sirs:

This Alliance Medical Fund I LLC Subscription Agreement (this “Agreement”) is entered into by and among, Alliance Medical Fund I LLC, a Delaware limited liability company (the “Company”); Alliance Medical Fund I Manager LLC, a Delaware limited liability company (the “Manager”); and the undersigned subscriber (the “Subscriber”). Capitalized terms used but not defined herein shall have the meanings set forth in the LLC Agreement (defined below).

Subscription for a Limited Liability Company Membership Interest; Obligations Under LLC Agreement.

Subject to acceptance by the Manager and the terms and conditions of this Agreement, the Subscriber hereby (i) irrevocably subscribes (“Subscription”) for and agrees to purchase a limited liability company interest in the Company (the “Company Interest”) in the amount set forth on the “Amount of Capital Commitment” line on the Subscriber’s signature page hereto, (ii) agrees to become a member of the Company (“Member”) and be bound by all of the terms of the Limited Liability Company Agreement of Alliance Medical Fund I LLC, substantially in the form separately furnished to the Subscriber (the “LLC Agreement”), and

(iii) agrees to perform all obligations in the LLC Agreement imposed upon a Member with respect to the Company Interest, including making capital contributions (“Contributions”) to the Company in accordance with the terms thereof, including without limitation additional amounts in the case Subscriber is admitted at a Subsequent Closing.

The Subscriber understands that this Subscription, when and if accepted by the Manager, will be irrevocable and will constitute a commitment to contribute to the Company the amount of the Subscription accepted by the Manager (the “Capital Commitment”), plus any additional amounts required to be paid by the Subscriber pursuant to the LLC Agreement if the Subscriber is making this Subscription or increasing the Capital Commitment after the Initial Closing. The Subscriber shall be admitted as a Member at the time this Agreement is accepted and executed by the Manager, which shall be at the Initial Closing or a Subsequent Closing. The Subscriber acknowledges that this Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Company and that it may not

be withdrawn by the Subscriber unless the Manager rejects this Agreement. The Subscriber acknowledges that this Agreement may be accepted or rejected by the Manager, in whole or in part, in its sole discretion on behalf of the Company. The Subscriber acknowledges and understands that if this Subscription is accepted by the Company, the Company Interest issued to Subscriber will be a Class A limited liability company interest or Class B limited liability company interest, or Class C limited liability company interest, depending on the amount of the Capital Commitment and as determined by the Manager in accordance with the LLC Agreement.

The Company and the Subscriber hereby agree that this Agreement shall not become effective against the Company unless and until the Manager has accepted this Agreement by delivering a notice of acceptance to the Subscriber. The Manager, upon acceptance of this Agreement, will forward to the Subscriber a notice of acceptance consisting of the Acceptance of Subscription page attached hereto executed by the Manager. Any partial rejection of the subscription shall be effective upon execution of such acceptance for a smaller Commitment than that originally requested by the Subscriber.

The Company reserves the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Company of any additional documents requested by the Company in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the existence of the Subscriber, the legality of an investment in the Company by the Subscriber, the authority of the person executing this Agreement on behalf of the Subscriber and the enforceability against the Subscriber of its obligations under this Agreement and the LLC Agreement.

The Subscriber understands that the Company has entered into or expects to enter into separate subscription agreements with other investors (“Other Investors”), which agreements are or shall be substantially similar in all material respects to this Agreement (the “Other Subscription Agreements”), providing for the admission of the Other Investors as Members in the Company. This Agreement and the Other Subscription Agreements are separate agreements, and the sale arrangements between the Company and the Other Investors are separate sales. The Subscriber also acknowledges that the Manager may enter into side letters with certain Members (which may include the Subscriber) which amend and supplement certain provisions of the LLC Agreement as it applies to such Members (“Side Letters”).

Execution of LLC Agreement; Initial Payment of Capital Commitment.

If this subscription is accepted, in order to effect the admission of the Subscriber as a Member of the Company, the Subscriber herewith delivers to the Manager a counterpart signature page to the LLC Agreement, duly executed by the Subscriber, and hereby irrevocably authorizes the Manager to (i) annex said

signature pages to the LLC Agreement and (ii) enter Subscriber’s name on Schedule A to the LLC Agreement as holder of the Company Interest.

If this subscription is accepted, the Subscriber will deliver funds to the Company (subject to the terms and provisions of the LLC Agreement) on the date and in the amount designated by the Manager (not to exceed Subscriber’s Commitment) by written notice given to the Subscriber, in payment of its Commitment required thereunder.

Representations, Warranties and Agreements of Subscriber.

In connection with the Subscriber’s Subscription for a Company Interest, the Subscriber hereby represents, warrants, acknowledges and agrees as of the date hereof and through and including each date that this Agreement is accepted in whole or in part by the Manager as follows:

The Company Interest will be held under the following type of ownership [The Subscriber must check the appropriate box set forth below and provide any information requested]:

Individual

Joint Tenants with Rights of Survivorship

Tenants-in-Common

Community Property

Revocable Living Trust with   Grantors

Irrevocable Trust

Partnership or Corporation

Limited Liability Company

Self Directed Individual Retirement Account (“IRA”)

SEP/Keogh/Employee Benefit Plan

Other:

The Company Interest is being purchased by the Subscriber with the Subscriber’s own funds and not with the funds of any other person. Except in the case of a Subscriber that is a Qualified Plan Investor (as described herein), on acceptance of this Agreement by the Manager, no person other than the Subscriber will have any interest, beneficial or otherwise, in the Company Interest. The Subscriber acknowledges that if this Agreement is accepted by the Manager, the Subscriber will become a Member having the rights and obligations described in the LLC Agreement, except that participants in and beneficiaries of any Subscriber that is a Qualified Plan Investor shall benefit as provided in plan documents.

The Subscriber is purchasing the Company Interest for the Subscriber’s own account for investment purposes only and not with a view to the sale or distribution of any part or all thereof by public or private sale or other disposition. The Subscriber understands that there is no market for the Company Interest and that the Company Interest may have to be held for an indefinite period of time. The Subscriber has no intention of selling, granting any participation in or otherwise distributing or disposing of any portion of the Company Interest. The Subscriber does not intend to subdivide the Subscriber’s purchase of the Company Interest with any person.

The Subscriber has been advised as follows: The offering and sale of limited liability company interests in the Company, including the Company Interest, have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or approved or disapproved by the Securities and Exchange Commission (the “Commission”) or by any state securities administrator, or registered or qualified under any state securities law. The Company’s limited liability company interests, including the Company Interest, are being offered and sold in reliance on exemptions from the registration requirements of both the 1933 Act and the securities laws of certain states, and the Company Interest may not be transferred by the Subscriber except in compliance with the LLC Agreement and the registration requirements of such laws or pursuant to exemptions from registration. The Subscriber understands that the Company is relying in part on the Subscriber’s representations as set forth herein for purposes of claiming such exemptions. The Subscriber has no intention of acquiring the Company Interest for resale.

The Subscriber (either alone or with any professional advisers retained by such Subscriber in connection with evaluating the merits and risks of the prospective investment in the Company) is a sophisticated investor and has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company Interest and has the capacity to protect the Subscriber’s own interest in connection with the Subscriber’s proposed investment in the Company Interest. The Subscriber understands that the investment in the Company Interest may be highly speculative, and the Subscriber is able to bear the economic risk of such investment for an indefinite period of time.

The Subscriber acknowledges receipt of the Company’s Confidential Private Placement Memorandum dated April 14, 2022, and as may be amended or restated thereafter (the “Memorandum”), and the LLC Agreement and acknowledges that the Subscriber has been furnished with such financial and other information concerning the Company, the Manager and the business and proposed business of the Company as the Subscriber considers necessary in connection with the Subscriber’s investment in the Company Interest. The Subscriber has carefully reviewed the Memorandum, including all of the risk factors disclosed therein, and the LLC Agreement and is thoroughly familiar with the proposed business,

operations, properties and financial condition of the Company and has discussed or been afforded the opportunity to discuss with (1) the Manager and (2) the Subscriber’s own legal, tax, accounting and other advisers any questions the Subscriber may have had with respect to the terms and conditions of the LLC Agreement and the merits and risks of the Subscriber’s investment in the Company Interest. The Subscriber understands and acknowledges the following:

The risks involved in this offering, including but not limited to the speculative nature of the investment, the Company’s capital being concentrated in Assets managed by Alliance Medical Fund I LLC or one of its affiliates, the significant leverage that may be used to acquire Assets, the long-term nature of an investment in the Company, the conflicts of interest between the Manager and the Company, and the risks of investments in real estate.

The rights and remedies provided to the Manager and the Company in the event the Subscriber fails to make Contributions when due.

The financial hazards involved in this offering, including the risk of losing the Subscriber’s entire investment. and that the Manager and its affiliates will receive substantial compensation in connection with the management of the Company.

The restrictions on liquidity and transfers of the Company Interest.

The tax consequences of this investment, including the possibility of tax exempt investors recognizing unrelated business taxable income.

That (A) the Company has no financial or operating history; (B) no federal, state, local or foreign agency has passed upon the Company Interest or made any finding or determination as to the fairness of this investment; and

(C) prior business performance of the Managing Members and their Affiliates set forth in the Memorandum or in any supplemental disclosures or material thereto are not necessarily indicative of the returns, if any, which may be achieved by the Company.

That the Company will not be registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

That the distribution of the Memorandum and the offer and sale of the Company Interest in certain jurisdictions may be restricted by law. The Memorandum does not constitute an offer to sell or the solicitation of an offer to buy in a state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. Only investors who are both “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act and “qualified clients” (as defined under Rule 205-3 of the Advisers Act) are eligible to purchase a Company Interest. The Company Interest may not be offered or sold,

directly or indirectly, and the Memorandum may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction.

That the Company will be managed by the Manager on the basis of the objectives of the Company as a whole and will not manage the Company on the basis of, or provide advice with respect to, any individual Member and will not consider the investment, tax, or other objectives of any individual Member.

That (A) there may be material differences between the descriptions of Company terms and conditions in the Memorandum and the actual terms and conditions set forth in the LLC Agreement; (B) analyzing the importance of such differences is solely the responsibility of Subscriber; and (C) in the event of such differences, the terms and conditions of the LLC Agreement shall supersede any contrary information set forth in the Memorandum.

Other than as set forth herein or in the LLC Agreement or the Memorandum relating to the Company’s business (and any separate agreement in writing with the Company executed in conjunction with the Subscriber’s subscription for the Company Interest), the Subscriber is not relying upon any other information, representation or warranty by the Company, the Manager or any of their respective agents or representatives in determining to invest in the Company, and the Subscriber understands that the Memorandum is not intended to convey tax or legal advice. The Subscriber has consulted to the extent deemed appropriate by the Subscriber with the Subscriber’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Company Interest and on that basis believes that an investment in the Company Interest is suitable and appropriate for the Subscriber. The Subscriber’s overall Commitment to the Company and other investments which are not readily marketable is not disproportionate to the Subscriber’s net worth, and the Subscriber has no need for immediate liquidity in the Subscriber’s investment in the Company Interest.

Subscriber acknowledges that the Subscriber is subscribing for a Company Interest after investigation of the Company and its prospects. Subscriber is a resident of or domiciled in the state listed in the Subscriber’s permanent address set forth on Attachment A hereto. has been able to ask questions of and receive answers from the Manager or another person acting on behalf of the Company concerning the terms and conditions of this transaction. Subscriber acknowledges and agrees that the Subscriber is not relying upon any representation made by any person except as contained in the Memorandum and the LLC Agreement.

Except as indicated in a writing attached hereto by the Subscriber, no statute, rule, regulation, administrative procedure of general applicability or order of any federal, state or other regulatory agency or other governmental body to which the Subscriber is subject would prohibit the Subscriber from investing in one or more of the investments falling within the investment objectives of the Company.

The Subscriber’s information on Attachment A is complete and accurate.

The Subscriber is an “accredited investor” as defined by Rule 501 of Regulation D under the 1933 Act and has indicated below the category under which the Subscriber qualifies as an accredited investor The Subscriber must check the appropriate box(es) set forth below relating to accredited investor status:

a natural person who (i) has an individual net worth, or joint net worth with that of his or her spouse or spousal equivalent, in excess of $1 million excluding the value of the natural person’s primary residence except for the amount of indebtedness that is secured by the person’s primary residence that exceeds, at the time of his or her purchase of the Company Interest,

the estimated fair market value of the primary residence or (B) the amount of indebtedness outstanding 60 days before the time of his or her purchase of the Company Interest, other than as a result of the acquisition of the primary residence, or (ii) had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse or spousal equivalent in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the coming year.

a revocable trust in which each grantor is a natural person who (i) has an individual net worth, or joint net worth with his or her spouse or spousal equivalent, in excess of $1 million excluding the value of the individual’s primary residence and any indebtedness that is secured by the individual’s primary residence, except for the amount of indebtedness that is secured by the individual’s primary residence that exceeds, at the time of his or her purchase of the Company Interest, (A) the estimated fair market value of the primary residence or (B) the amount of indebtedness outstanding 60 days before the time of his or her purchase of the Company Interest, other than as a result of the acquisition of the primary residence, or (ii) had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse or spousal equivalent in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the coming year.

a self-directed employee benefit plan or individual retirement account, and

the participant who directed that assets of his or her account be invested in the Company (A) has an individual net worth, or joint net worth with his or her spouse or spousal equivalent, in excess of $1 million excluding the value of the individual’s primary residence and any indebtedness that is secured by the individual’s primary residence, except for the amount of indebtedness that is secured by the individual’s primary residence that exceeds, at the time of his or her purchase of the Company Interest, (A) the estimated fair market value of the primary residence or (B) the amount of indebtedness outstanding 60 days before the time of his or her purchase of

the Company Interest, other than as a result of the acquisition of the primary residence, or (B) had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse or spousal equivalent in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the coming year, and (ii) such participant is the only participant whose account is being invested in the Company.

a natural person that is in good standing and holding one of the following securities licenses: Series 7, Series 82, or Series 65.

a natural person that is a knowledgeable employee of the Company or of an affiliated person or entity that manages the investment activities of the Company, as described in Rule 3c-5 of the 1940 Act.

an SEC- or state-registered investment adviser, exempt reporting adviser, or a rural business investment company.

a partnership, a corporation or a Massachusetts or similar business trust that is neither (A) an investment company as defined in section 3(a) of the 1940 Act that is required to be registered under such act nor (B) an investment company as so defined that is exempt from registration pursuant to section 3(c)(1) of such act and [check one or more of the following]:

it was not formed for the specific purpose of acquiring an interest in the Company and has total assets at the time of its Capital Commitment in excess of $5 million.

each of the equity owners therein is a natural person who (i) has an individual net worth, or joint net worth with his or her spouse or spousal equivalent, in excess of $1 million excluding the value of the individual’s primary residence and any indebtedness that is secured by the individual’s primary residence, except for the amount of indebtedness that is secured by the individual’s primary residence that exceeds, at the time of his or her purchase of the Company Interest, (A) the estimated fair market value of the primary residence or (B) the amount of indebtedness outstanding

60 days before the time of his or her purchase of the Company Interest, other than as a result of the acquisition of the primary residence, or (ii) had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse or spousal equivalent in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the coming year.

neither of the above applies (further information may be required to determine eligibility to invest in the Company).

a “family office” or a “family client” of a “family office” with at least

$5,000,000 in assets under management, as each term is defined under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

an entity, including an Indian tribe, governmental body, fund, or entity organized under the laws of a foreign country, that owns “investments,” as defined in Rule 2a51-1(b) under the 1940 Act, in excess of $5,000,000 and you were not formed for the specific purpose of investing in the Company.

an employee benefit plan that is not a self-directed plan and that has total assets in excess of $5 million.

a not-for-profit corporation or other not-for-profit entity (including an endowment, private foundation or charity) with total assets in excess of

$5 million.

none of the above (further information may be required to determine eligibility to invest in the Company).

Subscriber has also completed the accredited investor verification process established by the Manager, by either (i) completing, executing, and delivering the Accredited Investor Verification material attached hereto as Attachment E (“Accredited Investor Verification”) or (ii) by completing the process and making the statements via the online portal maintained by the Company’s administrator. Subscriber understands and acknowledges that (A) the Manager intends to generally solicit and advertise the Company’s offering of the Company Interests to the public under Rule 506(c) of Regulation D promulgated under the 1933 Act and, accordingly, (B) the Manager is relying on the statements made by Subscriber in the Accredited Investor Verification and online portal regarding Subscriber’s status as an accredited investor.

The Subscriber [check one]:

is

is not

a United States person.1

If the Subscriber is a United States person, the Subscriber confirms that the taxpayer identification number (or social security number) shown on Attachment A and Attachment B to this Agreement is true, correct and complete and that the Subscriber is not subject to backup withholding either (A) because the Subscriber has not been notified that it is subject to backup withholding as a result of a failure to report all interest or dividends or (B) because the Internal Revenue Service has notified the Subscriber that the Subscriber is no longer subject to backup withholding. If Subscriber is (i) not a U.S. citizen or resident and has so indicated in this Agreement, or (ii) a U.S. citizen or resident and fails to provide Subscriber’s correct Social Security or taxpayer identification number, Subscriber acknowledges that Subscriber could be subject to United States withholding tax on a portion of Subscriber’s distributive share of the Company’s income.

The Subscriber [check one]:

has

has not

utilized a purchaser representative. If the Subscriber has utilized a purchaser representative, the Subscriber has previously notified the Manager in writing of such fact, specifying that such purchaser representative is acting as the Subscriber’s “purchaser representative” as defined in Rule 501(h) of Regulation D under the 1933 Act.

(i) Subscriber acknowledges that the Company will seek to comply at all times with applicable anti-money-laundering laws and that it is the Company’s policy to cooperate fully with law enforcement agencies. The Subscriber understands and agrees that the Company prohibits the investment of funds by any persons or entities that are acting, directly or indirectly, (1) in contravention of any statute, rule, regulation or other legal requirement to which that person is subject relating to the combating of terrorism or money laundering; (2) on behalf of any person or organization (A) identified as a terrorist, terrorist organization, specially designated national or blocked

1 A “United States person” includes (i) a citizen or resident of the United States; (ii) a corporation, partnership, limited liability company or other entity created or organized in or under the laws of the United States or of any state thereof; (iii) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. fiduciaries have the authority to control all substantial decisions of the trust; or (iv) an estate the income of which is subject to U.S. federal income taxation regardless of its source.

person by any department, agency, division, board, bureau or other instrumentality of the U.S. government, including those persons, entities and organizations included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), which list can be accessed on the Web at https://www.treasury.gov/resource-center/sanctions/Pages/ default.aspx, as such list may be amended from time to time, or (B) residing or having a place of business in a country or territory subject to embargo under laws enforced by OFAC; or (3) for any senior foreign political figure or an immediate family member or a close associate of a senior foreign political figure2 (all such persons described in (1)-(3) are collectively referred to as “Blocked Persons”).

The Subscriber represents, warrants and covenants that none of its Contributions to the Company are or will be directly or indirectly derived from or related to activities that may contravene federal, state or international laws and regulations, including anti-money-laundering laws and regulations. The Subscriber also represents and warrants to, and agrees and covenants with, the Company, as of the date hereof and as of each subsequent date on which the Subscriber acquires any additional interest in the Company, that, to the best of its knowledge, none of (w) the Subscriber, (x) any person or entity controlling, controlled by or under common control with the Subscriber,

(y) any person having a beneficial interest in the Subscriber if the Subscriber is a privately held entity, or (z) any person for which the Subscriber is acting as agent or nominee in connection with this Agreement (those persons covered by (x), (y) and (z) collectively being referred to as “Related Parties”) is a Blocked Person. The Subscriber now holds and will maintain all evidence of such Related Parties’ identities and status for at least five years from the date that the Subscriber no longer has any interest in the Company. The Subscriber acknowledges that, to comply with anti-money-laundering, OFAC and related requirements that are applicable to the Company, the Manager may at any time require such information as the Manager may deem necessary to establish the identity of the Subscriber and any Related Parties and may seek to verify such identity and the source of funds for the Commitment. The Subscriber agrees that, upon demand by the Manager, it will promptly furnish any information, and execute and deliver such documents, as reasonably may be required in the determination of the

2 “Senior foreign political figure” means a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not); a senior official of a major foreign political party; or a senior executive of a foreign government-owned corporation. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. The “immediate family member” of a senior foreign political figure typically includes the senior foreign political figure’s parents, siblings, spouse, children and in-laws. A “close associate” of a senior foreign political figure is a person who is widely and publicly known internationally to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

Company or Manager, to comply with, or to confirm compliance with, any applicable laws or regulations or other obligations of Subscriber or the Company. The Subscriber also understands and agrees that, notwithstanding any provision of this Agreement, the LLC Agreement or the Memorandum to the contrary, the Company may release confidential information about the Subscriber and, if applicable, any underlying beneficial owners of the Subscriber to law enforcement agencies to the extent necessary to ensure compliance with all applicable laws, rules and regulations if the Manager, in its sole discretion, determines that it is in the best interests of the Company in light of the relevant rules and regulations concerning money laundering and similar activities.

The Subscriber understands and agrees that the Company may undertake any actions that the Company deems necessary or appropriate to ensure compliance with applicable laws, rules and regulations established to combat money laundering or terrorism. In the event that any of the representations, warranties or covenants by the Subscriber in this Section 3(p) are no longer true or the Company or Manager no longer believes that it has satisfactory evidence as to their truth, the Company may, in accordance with applicable regulations, (A) prohibit additional Contributions from the Subscriber,

prohibit any withdrawal or transfer of the Subscriber’s Company Interest and segregate the assets in the account of the Subscriber in compliance with governmental regulations, or (C) if legally permissible, cause the withdrawal of the Subscriber from the Company and the redemption of the Subscriber’s Company Interest. The Company or Manager may also be required to report such action and to disclose the Subscriber’s and Related Parties’ identities to OFAC and other government authorities. The Subscriber understands and agrees that any withdrawal proceeds paid to it will be paid to the same account from which the Subscriber’s investment in the Company was originally remitted, unless the Manager, in its sole discretion, agrees otherwise.

The Subscriber further represents and warrants that its subscription funds do not originate from, nor will they be routed through, an account maintained at

a foreign shell bank,3 an “offshore bank” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction.4

Subscriber acknowledges that the Company will rely on the accuracy of these representations and warranties to establish the Company’s compliance with the laws enforced by OFAC, and any other applicable laws, rules, regulations and other legal requirements relating to the combating of money laundering or terrorism. The Subscriber agrees and covenants that it will promptly notify the Company should the Subscriber become aware of any change in the representations contained in paragraphs (i) - (iv) above. Subscriber acknowledges and agrees that the foregoing representations and warranties are subject to Subscriber’s indemnification obligations under this Agreement.

This Agreement constitutes a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms. The Subscriber, if an individual, is over 21 years of age (or the age of majority in the Subscriber’s

3 A “foreign shell bank” is any non-U.S. bank that does not have a physical presence in any location but is NOT a regulated affiliate.

A “regulated affiliate” means a foreign shell bank (a) that is an affiliate of a United States depository institution, United States credit union or foreign bank that maintains a physical presence in the United States or a foreign country, and (b) is subject to supervision by a banking authority in the country regulating such affiliate depository institution, credit union or foreign bank.

A “foreign bank” is any organization (a) that is organized under non-United States law,

(b) engages in the banking business, (c) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, and (d) receives deposits in the regular course of its business; however, the term does NOT include (i) a branch of a foreign bank in the United States, other than a branch in a territory of the United States, Puerto Rico, Guam, American Samoa or the U.S. Virgin Islands; (ii) an insured bank organized under the laws of a territory of the United States, Puerto Rico, Guam, American Samoa or the U.S. Virgin Islands; (iii) a foreign central bank or foreign monetary authority that functions as a central bank; or (iv) an international financial institution of which the United States is a member.

“Physical presence” means a place of business that is maintained by the non-U.S. bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the bank is authorized to conduct banking activities, at which location the non-U.S. bank

employs one or more individuals on a full-time basis, (b) maintains operating records related to its banking activities, and (c) is subject to inspection by the banking authority that licensed the non-

U.S. bank to conduct banking activities.

A foreign shell bank is an “affiliate” of another institution if it is controlled by or under common control with the other institution. “Control” means (i) ownership, control or power to vote 25 percent or more of any class of voting shares or other voting interests of another company, or (ii) control in any manner of the election of a majority of the directors (or individuals exercising similar functions) of another company.

4 A “Non-Cooperative Jurisdiction” means any foreign country or territory that has been designated as non-cooperative with international anti-money-laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering (“FATF”), of which the United States is a member and which designation the United States representative to the group or organization ceases to concur. See http://www.fatf-gafi.org for FATF’s list of Non-Cooperative Jurisdictions.

state of residence, if different). The Subscriber, if not an individual, is empowered and duly authorized to enter into this Agreement (including the power of attorney herein) under any governing document, limited partnership agreement, trust instrument, pension plan, charter, certificate of incorporation, bylaw provision or the like of the Subscriber. The person, if any, signing this Agreement on behalf of the Subscriber is empowered and duly authorized to do so by the governing document or trust instrument, pension plan, charter, certificate of incorporation, bylaw provision, board of directors or stockholder resolution, or the like of the Subscriber. The execution and delivery of this Agreement and the LLC Agreement by the Subscriber, the completion by the Subscriber of the transactions contemplated hereby and thereby, and the performance by the Subscriber of the Subscriber’s obligations hereunder and thereunder will not conflict with, or result in a violation of or default under, any provision of any governing instrument available to the Subscriber, or any agreement or instrument to which the Subscriber is a party or by which it or any of its properties is bound, or any permit, franchise, judgment, decree, statute, rule or regulation applicable to the Subscriber or any of the Subscriber’s properties.

The Subscriber acknowledges that non-public information about the Subscriber given to the Company and the Manager by this Agreement or otherwise disclosed to the Manager through correspondence or conversations, such as the Subscriber’s name, address, telephone number, social security number or taxpayer identification number, assets, bank account information, income, date of birth, and information about the Subscriber’s transactions with the Company, including, but not limited to, account balance, cost basis information, management fees paid and other financial information (the “Protected Information”) may be disclosed (i) to the Company, the Manager, Affiliates of the Manager, attorneys, accountants and auditors in furtherance of the Company’s business; (ii) to third-party service providers that have a need for the Protected Information in connection with providing services to the Company, provided that such persons must agree to protect the confidentiality of the Protected Information and use the Protected Information only for the purposes of providing services to the Company; and (iii) as otherwise permitted by law. The Company restricts access to non-public information about the Subscriber to the personnel of the Manager, Affiliates of the Manager, and the Company who provide services to the Company or those who need access to the Subscriber’s information to service the Company or maintain its books and records. The Company also maintains physical, electronic and procedural controls in keeping with federal and/or state standards to safeguard the Subscriber’s non-public personal information. Subscriber acknowledges and agrees that (i) information relating to the identity of Subscriber and each other Member shall appear on Schedule A to the LLC Agreement and may appear on the financial statements of the Company, and (ii) other Members shall receive such information and may share such information with their advisers and other parties. If a natural person (or an entity that is an “alter ego” of a natural person (e.g., a revocable grantor trust, an IRA or an estate planning vehicle)), the Subscriber acknowledges that it has received, read, and understands the Company’s privacy

policy (contained in the Memorandum) with respect to the Manager’s and the Company’s collection and maintenance of non-public personal information regarding the Subscriber.

The Subscriber [check one]:

is

is not

(i) an “employee benefit plan” as defined in section 3(3) of ERISA (such plans referred to as “ERISA Plans”), (ii) a plan with respect to which section 4975 of the Code applies or (iii) an entity or account that is deemed to be a “benefit plan investor” under the U.S. Department of Labor final plan assets regulation, 29

C.F.R. § 2510.3-101, as it may be amended from time to time (the “Plan Assets Regulation”), as modified by section 3(42) of ERISA, because its underlying assets include “plan assets” by reason of a plan’s investment in the entity, including, by way of example only, a partnership not qualifying as an operating company within the meaning of the Plan Assets Regulation in which 25 percent or more of each class of equity interests is owned by entities described above in this Section 3(s) (such ERISA Plans, plans and persons are referred to herein as “Qualified Plan Investors”). If the Subscriber is a Qualified Plan Investor, Subscriber represents and warrants to the Manager to the effect set forth on Attachment C to this Agreement. The Subscriber acknowledges that for the Company to avoid “plan assets” treatment under ERISA, the Company may, in some circumstances, redeem the Company Interests of certain Qualified Plan Investors in accordance with the LP Agreement, and that the Subscriber will be obligated to cooperate with the Company to help ensure compliance with ERISA.

* If the Subscriber checked the box “is” because it is a Qualified Plan Investor due to clause (iii), the Subscriber hereby certifies that % of the total value of equity interests in the Subscriber is held by “benefit plan investors.”

The Subscriber hereby agrees that any representation, warranty or covenant made hereunder will be deemed to be reaffirmed by the Subscriber at any time the Subscriber makes a Contribution to the Company, and the act of making such Contribution will be evidence of such reaffirmation

None of the Manager or its owners is currently registered with the Commission under the Advisers Act. The Subscriber will not be afforded all protections provided to clients of registered investment advisers under the Advisers Act. The Subscriber agrees that the Manager and Company may provide in any electronic medium (including via email or website access) any disclosure or document that is required by applicable securities laws to be provided to the Subscriber.

The Subscriber has not engaged in a “disqualifying event” as defined within Rule 506 of Regulation D under the 1933 Act, including:

being convicted of a felony or misdemeanor within the last 10 years that was in connection with the purchase or sale of a security, involving the making of a false filing with the Commission or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of securities;

being subject to an order, judgment or decree of any court of competent jurisdiction, entered within the last five years, that restrains or enjoins the Investor from engaging or continuing to engage in any conduct or practice (whether or not appealable or subject to a pending appeal) in connection with the purchase or sale of a security, involving the making of a false filing with the Commission or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of securities;

being subject to a final order of a state securities commission (or any agency or officer of a state performing similar functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or any agency or officer of a state performing similar functions), an appropriate federal banking agency, the Commodities Futures Trading Commission or the National Credit Union Administration that bars the Investor from association with an entity regulated by such commission, authority, agency or officer, or is barred from engaging in the business of securities, insurance or banking or engaging in savings association or credit union activities or whereby such final order is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct and was issued within 10 years of the date of this Agreement;

being subject to a Commission order entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Section 203(e) or (f) of the Advisers Act, that suspends or revokes the Investor’s registration as a broker, dealer, municipal securities dealer or investment adviser, places limitations on the activities, functions or operations in connection with such activities, or bars the Investor from being associated with any entity or from participating in the offering of any penny stock;

being subject to any order of the Commission entered within the last five years that, as of the date of this Agreement, orders the undersigned to cease and desist from committing or causing a violation or future violation of any scienter-based anti-fraud provision of the federal securities laws, including without limitation, section 17(a)(1) of the 1933 Act, section 10(b) of the Exchange Act and 17 C.F.R. § 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Advisers Act, or any other rule or regulation thereunder or section 5 of the 1933 Act;

having been suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliate securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;

having filed (as a registrant or issuer) or having been named as an underwriter in, any registration statement or Regulation A offering statement filed with the Commission that, within the last five years, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, at the time of such sale, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or

being subject to a U.S. Postal Service false representation order entered within five years of the date of this Agreement, or being, as of the date of this Agreement, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the U.S. Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

If the Subscriber engaged in one of the “disqualifying events” described above or as otherwise set forth in Rule 506 of Regulation D, it must inform the Manager and provide information regarding the disqualifying event including the date of such event. If in the future, the Subscriber can no longer make this representation, it must promptly notify the Manager and provide information regarding the disqualifying event including the date of any such event. Subscriber specifically consents to the disclosure of any such disqualifying event to any other Member and third parties as the Manager may deem necessary to ensure the Company can continue to claim the Rule 506 safe harbor.

Subscriber acknowledges and agrees that, with respect Subscriber’s decision to make an investment in the Company Interest, neither the Company nor the Manager has provided any advice to Subscriber, and the Subscriber has consulted to the extent deemed appropriate by the Subscriber with the Subscriber’s own advisers as to the suitability and appropriateness of the Company Interest for the Subscriber. Subscriber also acknowledges that it will not be relying on the Manager or the Company with respect to maintaining its ownership of the Company Interest.

The Subscriber represents and warrants that the Subscriber has not altered or otherwise revised this Agreement in any manner from the version initially received by the Subscriber except for any alterations to this Subscription Agreement that have been clearly marked on or prior to the date of acceptance of this Subscription Agreement or otherwise have been specifically identified in writing and accepted by the Manager on or prior to the date of acceptance of this Subscription Agreement.

The Subscriber understands the meaning and legal consequences of the representations and warranties made by the Subscriber herein, and that the Manager and Company are relying on such representations and warranties in making their determination to accept or reject this Agreement.

Company Representations and Warranties.

The Manager, on behalf of the Company, represents and warrants to the Subscriber that:

The Company is duly formed and validly existing in good standing as a limited liability company under the laws of the state of Delaware. The Company has all requisite power and authority to carry on its business as proposed to be conducted as described in the LLC Agreement. The Manager is duly formed and validly existing as a limited liability company under the laws of the state of Delaware. The Manager has all requisite company power and authority to act as Manager of the Company and to carry out the terms of this Agreement and the terms of the LLC Agreement applicable to it.

The execution, delivery and performance of this Agreement have been authorized by all necessary action on behalf of the Company, and this Agreement is a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. The execution, delivery and performance of the LLC Agreement by the Manager have been authorized by all necessary action on behalf of the Manager and the Company. The LLC Agreement and any Side Letters are legal, valid and binding obligations of the Manager (and the Company, with respect to this Agreement), enforceable against the Manager (and the Company, with respect to this Agreement) in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.

Neither the Company nor anyone acting on its behalf has taken or will take any action that would subject the issuance and sale of the Company Interest to the registration requirements of the 1933 Act nor required to register as an “investment company” under the 1940 Act.

Based on the representations of Subscriber set forth in Section 3 herein and the comparable representations of the Other Investors in the Other Subscription Agreements, the Company is neither required to register the Company Interest (and any other limited liability company interests of the Company offered to Other Investors) under the 1933 Act.

No suit, action, claim, investigation or other proceeding is pending or, to the best of the Company’s or the Manager’s knowledge, is threatened against the Company or the Manager or the Affiliates of either of them which questions the validity of the LLC Agreement or this Agreement or any action taken or to be taken pursuant to the LLC Agreement or this Agreement.

Certificates.

The Subscriber understands and agrees that, unless otherwise determined by the Manager in its discretion, the Company Interest will not be represented by a certificate or similar document subject to Article 8 of the Uniform Commercial Code. If the Manager determines to have the Company Interest be represented by an instrument or certificate, such instrument or certificate may bear such legends as the Company may consider necessary or advisable to facilitate compliance with the 1933 Act or any state securities law, including, without limitation, legends stating that the Company Interest has not been registered under the 1933 Act or registered or qualified under any state securities law and setting forth the limitations on dispositions imposed thereby.

Indemnification.

To the extent permitted by law, the Subscriber hereby agrees to indemnify and defend the Company and the Manager, and each of their respective Affiliates, partners, members, shareholders, directors, managers, officers, employees, and agents, and hold them harmless, from and against any and all claims, liabilities, damages, costs and expenses (including, without limitation, court costs and attorneys’ fees) incurred on account of or arising out of:

Any breach of or inaccuracy in the Subscriber’s representations, warranties or agreements herein, including, without limitation, the defense of any claim based on any allegation of fact inconsistent with any of said representations, warranties or agreements;

Any disposition of any part or all of the Company Interest contrary to any of said representations, warranties or agreements; and

Any action, suit or proceeding based on (i) a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress under the 1933 Act or any other securities law, or

(ii) any disposition of any part or all of the Company Interest.

Power of Attorney.

The Subscriber hereby irrevocably makes, constitutes and appoints the Manager, with full power of substitution and resubstitution, as the true and lawful attorney-in-fact for the Subscriber and in the Subscriber’s name (as the Manager shall determine), place and stead and for the Subscriber’s use and benefit to sign, execute, deliver, certify, acknowledge, swear to, file, record and publish:

The LLC Agreement in substantially the form furnished by the Manager to the Subscriber and the Company’s Certificate of Formation, and any amendments to either of such documents as provided in the LLC Agreement;

Any other certificates, instruments, agreements and documents necessary to qualify or continue the Company as a limited liability company or a partnership

wherein Members have limited liability in the states or other jurisdictions where the Manager deems necessary or advisable;

All conveyances, assignments, documents of transfer or other instruments and documents necessary to effect the assignment of a Company Interest or the dissolution and termination of the Company in accordance with the LLC Agreement; and

All filings and submissions pursuant to any applicable law, regulation, rule, order, decree or judgment that, in the opinion of the said attorney, may be necessary or advisable in connection with the business of the Company.

The power of attorney granted herein is coupled with an interest; shall be irrevocable; shall survive the death, disability or incapacity of the Subscriber; shall be deemed given by each and every assignee and successor of the Subscriber; and may be exercised by said attorney by listing, or attaching a list of, the name of the Subscriber along with the names of other persons for whom said attorney is acting and executing the LLC Agreement and such other certificates, instruments and documents with the signature or signatures of said attorney, or an officer of the Manager on its behalf, acting as such attorney-in-fact for all of the persons whose names are so listed.

General Certification by Subscriber.

All information which the Subscriber has provided to the Company or the Manager concerning the Subscriber and its status, financial position and knowledge and experience of financial, tax and business matters, or, in the case of a Subscriber that is an entity, the knowledge and experience of financial, tax and business matters of the person making the investment decision on behalf of such entity, is correct and complete, to the Subscriber’s knowledge, as of the date set forth herein.

The Subscriber represents that all the information, financial or otherwise, which the Subscriber has furnished to the Company or the Manager in connection with this subscription, or which is set forth herein, including all representations, warranties and agreements contained herein (the “Subscriber Information”), is correct and complete, to the Subscriber’s knowledge, as of the date of this Agreement, and shall be correct and complete at the time such subscription is accepted by the Manager. Subscriber covenants and agrees that if there should be any material change in any Subscriber Information that would cause the Subscriber Information to become untrue or misleading in a material way, the Subscriber will immediately notify the Company and the Manager and furnish such revised or corrected information to the Manager. The Subscriber also covenants and agrees to provide the Manager with any additional information requested from time to time by the Manager as deemed necessary to determine (i) the eligibility of the Subscriber to hold a Company Interest or participate in certain Company investments, (ii) the Company’s or the Manager’s compliance with applicable

regulatory (including tax) requirements or (iii) the Company’s tax status. The Subscriber also agrees to provide the Company all information that otherwise may be reasonably requested by the Manager (and its affiliates) and the Company and its funds and portfolio investments (and their affiliates).

The Subscriber agrees that the representations, warranties and agreements contained in this Agreement, and all other information regarding the Subscriber set forth herein, may be used as a defense in any actions relating to the Company or the offering of the Company Interest, and that it is only on the basis of such representations, warranties, agreements and other information that the Manager may be willing to accept the Subscriber’s subscription for the Company Interest.

Conflicts of Interest.

The attorneys, accountants and other experts who perform services for the Manager may also perform services for the Company and other investment funds managed by an Affiliate of the Manager. It is contemplated that any such dual representation, if commenced, will continue. The Manager may, without the consent of any Member, execute on behalf of the Company any consent to the representation of the Company that counsel may request pursuant to the rules of professional conduct in the applicable jurisdiction. The Manager has retained Counsel (“Counsel”) in connection with the formation of the Company and the offering of the Company Interests and may retain Counsel as legal counsel in connection with the management and operation of the Company, including, without limitation, making, holding, and disposing of investments. Counsel will not represent the Subscriber or any other Member in connection with the formation of the Company or the Manager, the offering of the Company Interests, the management and operation of the Company or any dispute that may arise between any Member, on one hand, and the Manager and/or the Company on the other hand. The Subscriber acknowledges and agrees that Counsel is not providing any advice, opinion, representation, warranty or other assurance of any kind as to any matter to any Member.

All Subscribers acknowledge and agree that certain of them have previously been represented by, are presently represented by or in the future may be represented by Counsel, and to the extent any conflicts of interest exist or arise from such relationship and Counsel’ representation of, or work performed for, the Manager in connection with the formation of the Company and the transactions contemplated hereby, each Subscriber hereby waives any such conflict by executing this Agreement.

All investors acknowledge and agree that the Manager and its Affiliates will be subject to various conflicts of interest in carrying out the Manager’s responsibilities to the Company. Affiliates of the Manager may also be in competition with the Company or its investments. Other such funds may be formed in the future with objectives that are the same as or similar to the Company’s objectives. Investment funds formed in the future by affiliates of the Manager will compete with the Company for investments and for the time and attention of the manager, members, officers and employees of the Manager. Each Subscriber hereby waives any such conflicts of the Manager and its Affiliates by executing this Agreement.

Survival.

The representations, warranties and agreements contained in this Agreement (including any attachments and supplements) shall survive the execution of this Agreement by the Subscriber and acceptance of this Agreement by the Company.

Consent to Receive Electronic Delivery of Reports and Other Communications.

Subject to Subscriber’s consent below, at its discretion, the Company and the Manager may provide to Subscriber (or an agent designated by Subscriber) (i) statements, reports and all other communications relating to (A) the Company and/or (B) Subscriber’s investment in the Company, including capital account information about Company Interests, Commitment, Contribution and withdrawal activity, and annual and other updates of the Company’s consumer privacy policies and procedures and (ii) all communications relating to the Manager (including, if applicable, its privacy policy and any other communication required under the Advisers Act, or otherwise) (collectively, “Company Information”) in electronic form, such as through a file attached to an email sent to the email address provided by the Subscriber, or over a private internet site, in lieu of sending such Company Information as hard copies via fax or mail. For the avoidance of doubt, Subscriber’s consent under this Section 11 to the electronic receipt of Schedule K-1 or other tax information must be confirmed by Subscriber separately by checking the appropriate box in Attachment D to this Agreement). If the Company Information is made available over the internet, the Subscriber may be notified of its availability through an email sent to the email address provided by the Subscriber. Please note also that email messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with without the knowledge of the sender or the intended recipient. The Company and the Manager make no warranties in relation to these matters. Please note that the Company and the Manager reserve the right to intercept, monitor and retain email messages to and from their systems as permitted by applicable law. If Subscriber has any doubts about the authenticity of an email purportedly sent by the Company or the Manager, Subscriber would be required to contact the purported sender immediately. The Manager’s acceptance, on behalf of the Company, of the Subscriber’s Subscription is not conditioned on the Subscriber giving consent to electronic delivery of Company Information. The Subscriber agrees that it will be solely responsible for notifying the Company in writing of any change in its email address and that the Company may not seek to verify or confirm the Subscriber’s email address as provided. If the Subscriber does not have access to the internet or email, the Subscriber should not consent to electronic delivery of Company Information. The Subscriber may revoke its consent to electronic delivery of Company Information at any time upon written notice to the Company and receive all Company Information in paper format. The Subscriber may also request delivery of a paper copy of any Company Information by contacting the Company.

o   By checking this box, the Subscriber hereby agrees to receive Company Information in electronic form, at the Manager’s discretion, in lieu of a separate mailing of paper copies until such time as it no longer has the right to receive Company Information or it revokes its consent in writing.

Successors and Assigns.

The representations, warranties and agreements contained in this Agreement shall be binding on the respective successors, assigns, heirs and legal representatives of the Subscriber, and shall inure to the benefit of the respective successors and assigns of the Company and the Manager.

No Third-Party Beneficiaries; Counterparts.

This Agreement is not intended to confer upon any person, other than the parties hereto, any rights or remedies. This Agreement may be executed online or in separate counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

No Waiver.

No failure by any party hereto to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition hereof.

Governing Law.

This Agreement and the rights and obligations of the parties hereto shall be interpreted and enforced in accordance with and governed by the laws of Delaware applicable to agreements made and to be performed wholly within that jurisdiction, except to the extent superseded by federal law.

Number and Gender.

Whenever the context requires, the use of the singular number shall be deemed to include the plural and vice versa, each gender shall be deemed to include each other gender, and “person” shall be deemed to include a corporation, partnership, trust or other legal entity.

Entire Agreement.

This Agreement, with the LLC Agreement and the provisions of any Side Letter or similar agreement entered into between Manager or the Company and the Subscriber, and all of the exhibits and appendices attached hereto and thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof, and may be amended only by a writing executed by the Subscriber and the Manager.

Severability.

If any provision of this Agreement or the application thereof to any person or in any circumstances shall be held to be invalid, unlawful or unenforceable to any extent, the remainder of this Agreement, and the application of such provision other than to the persons or in the circumstances deemed invalid, unenforceable or unlawful, shall not be affected thereby, and each remaining provision hereof shall continue to be valid and may be enforced to the fullest extent permitted by law.

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SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT

FOR

ALLIANCE MEDICAL FUND I LLC

IN WITNESS WHEREOF, the undersigned Subscriber has executed this Subscription Agreement for the purchase of the Company Interest as of the dates written below.

Individual Investor

(Name of Subscriber)

Investors other than individuals

(Name of Subscriber)



By:

(Signature)

Name:

Title:

Date:

Date:

Co-Investors (spouses, etc.), if

Additional signatories, if applicable

applicable

By:

(Print name of Co-Investor)

Name:

Title:

(Signature)

Date:

Amount of Capital Commitment: $

[Please provide Subscriber Contact Information on Attachment A to this Agreement]

MEMBER SIGNATURE PAGE TO THE LLC AGREEMENT

OF

ALLIANCE MEDICAL FUND I LLC

The undersigned, desiring to become a Member of Alliance Medical Fund I LLC, a Delaware limited liability company, hereby becomes a party to the Limited Liability Company Agreement (the “LLC Agreement”). The undersigned hereby agrees to all the provisions of the LLC Agreement, and agrees that this signature page may be attached to any counterpart copy of the LLC Agreement.

(Signature)

Member’s name and address:

Amount of Capital Commitment:

Member’s Social Security or Federal Tax Identification Number:

Dated:

ACCEPTANCE OF SUBSCRIPTION FOR

ALLIANCE MEDICAL FUND I LLC

The foregoing Subscription Agreement is hereby accepted upon the terms and conditions set forth herein.

Amount of Capital Commitment accepted by the Manager: $

If the Subscription Agreement is executed by the Company and the preceding line is left blank, the Manager has accepted the Subscriber’s subscription for a total Capital Commitment in the amount set forth on the Subscriber’s signature page to the Subscription Agreement.

ATTACHMENT A TO SUBSCRIPTION AGREEMENT

Subscriber Information



Name of Subscriber

Address of Subscriber

Country of Residence / State of Incorporation

Taxpayer Identification Number or Social Security Number

Total Amount of Subscription (in $)

Information pertaining to the financial institution from which the Subscriber’s capital contributions will be paid to the Company

Account Name

Name and Address of Financial Institution

Contact Information



Name of Contact and Position or Title of Contact / Relationship to Subscriber

Address of Contact

Telephone Number

Facsimile Number

E-Mail Address

  Distribution Information

ACH Transfer

Bank/ABA Number

Account Name

Account Number

ATTACHMENT B TO SUBSCRIPTION AGREEMENT

Instructions for Certificate of Non-Foreign Status

Please complete the attached form based upon the Subscriber’s status to certify that the Subscriber is not a foreign person. A Subscriber that is a foreign person for U.S. federal income tax purposes should not complete the Certificate of Non-Foreign Status. If the Subscriber is a disregarded entity or a grantor trust, then the Certificate of Non-Foreign Status should be completed by the Subscriber’s owner.

ATTACHMENT B TO SUBSCRIPTION AGREEMENT

CERTIFICATE OF NON-FOREIGN STATUS

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform a transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by the Subscriber or the Subscriber’s Owner, as applicable, the undersigned hereby certifies the following:

This certification is completed by or on behalf of [circle one that applies] the Subscriber/ the Subscriber’s owner (as referred to herein as the “U.S. Taxpayer”).

The U.S. Taxpayer is not a nonresident alien, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations) for purposes of U.S. income taxation;

If the U.S. Taxpayer is an entity, it is not a disregarded entity as defined in § 1.1445-2(b)(2)(iii);

The U.S. taxpayer identification number (social security number or employer identification number, as applicable) of the U.S. Taxpayer is   ; and

The U.S. Taxpayer’s home address or office address and place of incorporation, as applicable, is:

The U.S. Taxpayer agrees to inform the Company if it becomes a foreign person at any time during the three years immediately following the date of this certificate. The U.S. Taxpayer understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

[signature page follows]

ATTACHMENT B TO SUBSCRIPTION AGREEMENT

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete. If I am signing on behalf of a U.S. Taxpayer that is an entity, I further declare that I have the authority to sign this document on behalf of the U.S. Taxpayer.

Name of U.S. Taxpayer:

Name of Investor (print)

By: Signature, if Investor is an individual

By: Signature, if executing on behalf of entity

Dated:

Name:    Title:

ATTACHMENT C TO SUBSCRIPTION AGREEMENT

Qualified Plan Investor Status

The Subscriber hereby represents and warrants, pursuant to Section 3(s) of the attached Subscription Agreement, that except as otherwise disclosed in writing to the Manager:

the Subscriber is not investing the assets of a participant-directed defined contribution plan and, at the time of the initial investment, neither the Company nor the Manager is a fiduciary or party-in-interest with respect to such Subscriber;

the Subscriber is not investing the assets of an employee benefit plan that is both voluntary and contributory;

the purchase of the Company Interest is in accordance with the documents and instruments governing the plan(s) whose assets the Subscriber is investing;

the Subscriber’s Capital Commitment to purchase the Company Interest does not, in the aggregate, constitute more than 10 percent of the fair market value of the assets of the plan whose assets the Subscriber is investing;

the purchase of the Company Interest will not constitute a prohibited transaction under ERISA, the Code or similar law to which the Subscriber is subject;

the decision to invest in the Company was made by a fiduciary (within the meaning of section 3(21) of ERISA) of the Subscriber that is unrelated to the Company, the Manager or any of their respective employees, representatives or affiliates and which is duly authorized to make such an investment decision on behalf of the Subscriber (“Subscriber Fiduciary”), and the Subscriber and the Subscriber Fiduciary acknowledge and agree that the Subscriber and the Subscriber Fiduciary have not relied on, and are not relying on, the investment advice of the Manager or any of their respective employees, representatives or affiliates with respect to the Subscriber’s decision to invest, or continue or terminate any investment, in the Company;

none of the Manager or the Company or any of their employees, members, stockholders, partners, representatives, agents or Affiliates has exercised any discretionary authority or control with respect to the investment by such Subscriber in the Company, nor have any of the foregoing rendered individualized investment advice to the Subscriber based on the Subscriber’s investment policies or strategy or diversification goals;

the fiduciaries of the Subscriber have made all inquiries necessary to fulfill their fiduciary duties under ERISA or other such law, and have been furnished with any materials they have requested relating thereto, and have been afforded the opportunity to ask and receive answers to any questions and obtain any additional information necessary to fulfill such duties, and have received complete and satisfactory answers to all such questions and inquiries; and

the Subscriber has delivered to the Manager, and from time to time hereafter will deliver to the Manager, in writing, all of the information that the Manager may request in order to avoid violations of any provision of ERISA, the Code or other law to which the Subscriber is subject, and promptly will notify the Manager, in writing, of any change in the information so furnished.

ATTACHMENT D TO SUBSCRIPTION AGREEMENT

Consent to Receive Schedule K-1 Electronically

Alliance Medical Fund I Manager LLC, (the “Manager”) and Alliance Medical Fund I LLC (the “Company”) may, at their discretion, offer the opportunity for Investors of the Company to receive in electronic format in lieu of paper IRS Schedule K-1, “Partner’s Share of Income, Deductions, Credits, Etc.,” and other tax information relating to the Company otherwise required to be provided to you by the Manager in a paper format.

This Consent Statement provides the disclosures required by IRS Revenue Procedure 2012-17 (the “Revenue Procedure”). In accordance with the Revenue Procedure, if you return an executed version of this Consent Statement with your Subscription Agreement for the Company in accordance with the instructions accompanying the Subscription Booklet to which this Consent Statement is attached (including delivery of a PDF version by email), this statement will constitute your consent to receive in an electronic format Schedule K-1s and other tax information from the Manager relating to the Company.

Notice of affirmative consent requirement for electronic delivery of Schedule K-1s and other tax information

In order to receive electronic Schedule K-1s and other tax statements from the Manager relating to the Company (collectively, “tax statements”) via email, you must provide your acknowledgement and consent as set forth in this notice. However, if you would like to receive a paper copy of tax statements, please indicate in this same notice that you are declining the consent to receive tax statements and provide your mailing address.

Scope and duration of consent

Only one consent is required for your investment in the Company. The consent is applicable for the tax year ending December 31, 2022 and for all subsequent years until the consent is withdrawn.

Post-consent request for a paper statement

You may subsequently request a paper copy of any tax statements via email to the Manager. Such request will not be treated as a withdrawal of the consent.

Withdrawal of consent

You may request to withdraw the consent via letter or email to the Manager. The withdrawal of consent will be effective either on the date it is received by the Company or on a subsequent date determined by the Company. The Company will confirm the withdrawal and the date on which it takes effect via email. A withdrawal of the consent does not apply to tax statements furnished electronically to you before the date on which the withdrawal of consent takes effect.

Notice of termination

The consent will terminate for the Company upon your withdrawal from the Company or upon a dissolution or termination of the Company.

Updating information

You must inform the Company of any updated contact information, including email address, mailing address and phone number, as soon as possible.

ATTACHMENT D TO SUBSCRIPTION AGREEMENT

Consent to Receive Schedule K-1 Electronically

The Manager will inform you of any change in its contact information. If your contact information changes, you must promptly notify Manager in writing (electronically or in a paper format) at the following address: Alliance Medical Fund I LLC, 1616 W 12th St, Austin, TX 78703.

Hardware and software requirements

The electronic tax statements will be delivered via email in PDF format in a zip file. You should have appropriate computer hardware/software to access, print, and retain the tax statements. The tax statements may be required to be printed and attached to federal, state, or local income tax returns. Please consult your tax adviser.

By checking this box, I hereby consent to receive Schedule K-1s and other tax statements relating to the Company from the Manager via email for investment in the Company. The consent is applicable for the tax year ending December 31, 2022 and for all subsequent years.

[signature page follows]

ATTACHMENT D TO SUBSCRIPTION AGREEMENT

Consent to Receive Schedule K-1 Electronically

The undersigned has read and understands this Consent Statement and, by signing this document, consents to receive tax statements relating to the Company from the Manager in an electronic format from the date hereof until this Consent Statement is withdrawn.

Name of Investor (print)

By: Signature, if Investor is an individual

By: Signature, if executing on behalf of entity

Name:

Dated:    Title:

ATTACHMENT E TO SUBSCRIPTION AGREEMENT

ACCREDITED INVESTOR VERIFICATION

The limited liability company interests (“Interests”) in Alliance Medical Fund I LLC, a Delaware limited liability company (the “Company”) are being sold only to “accredited investors” (“Accredited Investors”) as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The purpose of the attached Accredited Investor Representation Letter (the “Letter”) is to collect information from you to determine whether you are an Accredited Investor and otherwise meet the suitability criteria established by the Company for investing in the Interests.

As part of verifying your status as an Accredited Investor, you must either access the online portal maintained by the Company’s third-party fund administrator to make certain statements and provide certain supporting information regarding your qualifications as an Accredited Investor or complete, sign, and return the Accredited Investor Representation Letter provided below.

The nature of this Company’s offering of Interests and the requirements of the exemption from registration of the Interests on which the Company is relying impose obligations on the Company to verify that each investor is in fact an Accredited Investor.

All of your statements in the Letter and all required supporting documentation delivered by you or on your behalf in connection with the Letter (collectively, the “Investor Information”) will be treated confidentially. However, you understand and agree that the Company may present the Investor Information to its legal, accounting, and financial advisors and such parties as it deems appropriate to establish that the issuance and sale of the Interests (a) is exempt from the registration requirements of the Securities Act or (b) meets the requirements of applicable state securities laws.

You understand that the Company, the Manager, and counsel engaged on behalf of the Company will rely on your representations and other statements and documents included in the Investor Information in determining your status as an Accredited Investor, your suitability for investing in the Interests, and whether to accept your subscription for the Interests.

The Company reserves the right, in its sole discretion, to verify your status as an Accredited Investor using any other methods that it may deem acceptable from time to time. However, you should not expect that the Company will accept any other such method. The Company may refuse to accept your request for investment in the Interests for any reason or for no reason.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

ALLIANCE MEDICAL FUND I LLC ACCREDITED INVESTOR REPRESENTATION LETTER

Alliance Medical Fund I LLC

c/o Alliance Medical Fund I Manager LLC 2201 Waukegan Rd. Suite 120

Bannockburn, IL 60015

Dear Alliance Medical Fund I Manager:

I am submitting this Accredited Investor Representation Letter (the “Letter”) in connection with the offering of limited liability company interests (the “Interests”) in Alliance Medical Fund I LLC (the “Company”). I understand that the Interests are being sold only to accredited investors (“Accredited Investors”) as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

I hereby represent and warrant to the Company that I qualify as an Accredited Investor on the basis that:

(You must choose Part A OR B below AND check the applicable boxes.)

A.

I am a NATURAL PERSON and:

(An investor using this Part A must check box (1), (2), OR (3).)

[ ]

(1)

Income Test: My individual income exceeded $200,000 in each of the two most recent years or my joint income together with my spouse or spousal equivalent exceeded $300,000 in each of those years;

and

I reasonably expect to earn individual income of at least $200,000 this year or joint income with my spouse or spousal equivalent of at least

$300,000 this year.

To support the representation in A(1) above: (You must check box (a), (b) OR (c).)

[ ]

(a)

I will deliver to the Company copies of Form W-2, Form 1099, Schedule K-1 of Form 1065 or a filed Form 1040 for each of the two most recent years showing my income or my joint income with my spouse or spousal equivalent as reported to the IRS for each of those years. I understand that I may redact such documents to avoid disclosing personally identifiable information, such as Social Security numbers, that is not necessary to confirm annual income.

OR

[ ]

(b)

My salary or my joint salary with my spouse or spousal equivalent is publicly available information that has been reported in a document made available by the

U.S. government or any state or political subdivision thereof (for example, reported in a filing with the Securities and Exchange Commission) and I will deliver to the Company copies of such publicly available materials identifying me or me and my spouse or

spousal equivalent by name and disclosing the relevant

salary information for each of the two most recent years.

OR

[ ]

(c)

In accordance with the procedures described below under the heading “Independent Third-Party Verification,” I will assist in arranging for a registered broker-dealer, SEC-registered investment adviser, licensed attorney, certified public accountant, or a nationally-recognized Accredited Investor verification service approved by the Company to deliver to the Company written confirmation of my status as an Accredited Investor based on my individual income or my joint income together with my spouse or spousal

equivalent.

[ ]

(2)

Net Worth Test: My individual net worth, or my joint net worth together with my spouse or spousal equivalent, exceeds $1,000,000.

For these purposes, “net worth” means the excess of:

my total assets at fair market value (including all personal and real property, but excluding the estimated fair market value of my primary residence)

minus

my total liabilities.

For these purposes, “liabilities”:

exclude any mortgage or other debt secured by my primary residence in an amount of up to the estimated fair market value of that residence; but

include any mortgage or other debt secured by my primary residence in an amount in excess of the estimated fair market value of that residence.

I confirm that my total individual liabilities, or my total joint liabilities together with my spouse or spousal equivalent, do not exceed

$ . I represent that all liabilities necessary to determine my individual net worth, or my joint net worth together with my spouse or spousal equivalent, for the purpose of determining my status as an Accredited Investor are reflected in the dollar amount in the preceding sentence.

In addition, I confirm that I have not incurred any incremental mortgage or other debt secured by my primary residence in the 60 days preceding the date of the Letter, and I will not incur any incremental mortgage or other debt secured by my primary residence prior to the date of the closing for the sale of the Interests. I agree to promptly notify the Company if, between the date of the Letter and the date of the closing for the sale of the Interests, I incur any incremental mortgage or other debt secured by my primary residence. (NOTE: If the representation in the first sentence of this paragraph is untrue or becomes untrue prior to

the date of the closing for the sale of the Interests, you may still be able to invest in the Interests. However, you must first contact the Company

for additional instructions on how to calculate your net worth for purposes of this offering.)

To support the representations in A(2) above: (You must check box (a) OR (b).)

[ ]

(a)

I will deliver to the Company:

Copies of bank statements, brokerage statements, other statements of securities holdings, certificates of deposit, tax assessments, and/or appraisal reports issued by independent third parties that show my individual assets or my joint assets together with my spouse or spousal equivalent;

and

A copy of a consumer credit report for me (or copies of consumer credit reports for me and my spouse or spousal equivalent) issued by TransUnion, EquiFax or Experian.

I understand that each document described in paragraphs (i) and (ii) above must be dated no earlier than three months prior to the date of the closing for the sale of the Interests. I understand that I may redact any of these documents to avoid disclosing personally identifiable information, such as Social Security numbers, that is not necessary to confirm net worth.

OR

[ ]

(b)

In accordance with the procedures described below under the heading “Independent Third-Party Verification,” I will assist in arranging for a registered broker-dealer, SEC-registered investment adviser, licensed attorney, certified public accountant, or a nationally-recognized Accredited Investor verification service approved by the Company to deliver to the Company written confirmation of my status as an Accredited Investor based on my individual net worth or my joint net worth together with my spouse or spousal equivalent.

[ ]

(3)

Company Insider or Verifiable Professional:

[ ] I am a director, executive officer, knowledgeable employee of the Company, or manager of the Company or a director, executive officer, or manager of the Manager.

[ ] I hold and maintain in good standing with a verifiable professional certification, designation, or credential as designated by the SEC via Commission Order or, any one of the following securities licenses: Series 7, Series 65, Series 82.

B.

I am a LEGAL ENTITY that is:

(An investor using this Part B must check at least one box below. NOTE: An investor that checks any of boxes B(1) through B(12) must contact the Company for additional instructions.)

[ ]

(1)

A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.

[ ]

(2)

A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.

[ ]

(3)

An insurance company as defined in the Securities Act.

[ ]

(4)

An investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”).

[ ]

(5)

A business development company as defined in Section 2(a)(48) of the Investment Company Act.

[ ]

(6)

A private business development company as defined in the Investment Advisors Act of 1940.

[ ]

(7)

A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or 301(d) of the Small Business Investment Act of 1958.

[ ]

(8)

An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the Interests, with total assets in excess of $5,000,000.

[ ]

(9)

A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of

$5,000,000.

[ ]

(10)

Or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA,

(ii) a plan described in Section 4975(e)(1) of the Code or (iii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Keogh plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or U.S. entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act and in which 25% or more of the value of any class of equity interests is held by a benefit plan investor (including an entity which is deemed to hold the assets of any employee benefit plan or Non-ERISA Plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101.

For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interests held by a person (other than such a plan or entity) who has discretionary authority or control with

respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such

assets, or any affiliates of such person, is disregarded.

[ ]

(11)

Or is acting on behalf of, an employee benefit plan that is subject to ERISA or is a plan described in Section 4975(e)(1) of the Code (including a trust described in Section 401(a) of the Code which forms part of a plan, or a plan described in Section 403(a) of the Code, which trust or plan is exempt from tax under Section 501(a) of the Code, an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an Archer MSA described in Section 220(d) of the Code, a health savings account described in Section 223(d) of the Code, or a Coverdell education savings account described in Section 530 of the Code), or are an entity deemed to hold the assets of any such plan or plans, if the investment decision is made by a plan fiduciary, as defined in such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, the investment decisions are made solely by persons that are Accredited Investors.

[ ]

(12)

Any of the following entities:

[ ] A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, whose purchase is directed by a “sophisticated” person as described in Section 506(B)(b)(2)(ii) of the Code; and/or limited liability companies with $5 million in assets, SEC- and state-registered investment advisers, exempt reporting advisers, and rural business investment companies (RBICs); or

[ ] Indian tribes, governmental bodies, funds, and entities organized under the laws of foreign countries, that own “investments,” as defined in Rule 2a51-1(b) under the Investment Company Act, in excess of

$5,000,000 and that was not formed for the specific purpose of investing in the securities offered; or

[ ] “Family Offices” with at least $5,000,000 in assets under management and their “family clients,” as each term is defined under the Investment Advisers Act.

[ ]

(13)

An entity in which all of the equity owners are Accredited Investors.

(NOTE: If box (13) is checked, each equity owner of the entity must individually complete and submit to the Company its own copy of the Letter.)

SUPPORTING DOCUMENTATION

I understand that the Company may request additional supporting documentation from me in order to verify my status as an Accredited Investor and I hereby agree to promptly provide any such additional supporting documentation.

I further understand that, even if I complete and execute the Letter and provide all additional supporting documentation requested by the Company, the Manager may in its sole discretion refuse to accept my subscription for the Interests for any reason or for no reason.

RELIANCE ON REPRESENTATIONS; INDEMNITY

I understand that the Company, the Manager, and their respective counsels are relying upon my representations in the Letter and upon the supporting documentation to be delivered by me or on my behalf in connection with the Letter (collectively, the “Investor Information”). I agree to indemnify and hold harmless the Company, the Manager, and their respective officers, managers, partners, shareholders, members, directors, employees, and agents, and any person who controls any of the foregoing, against any and all loss, liability, claim, damage and expense (including reasonable attorneys’ fees) arising out of or based upon any misstatement or omission in the Investor Information or any failure by me to comply with any covenant or agreement made by me in the Investor Information.

SHARING OF INVESTOR INFORMATION

I understand and agree that the Company may present the Investor Information to its legal, accounting, and financial advisors and such parties as it deems appropriate to establish that the issuance and sale of the Interests (a) is exempt from the registration requirements of the Securities Act or (b) meets the requirements of applicable state securities laws.

INVESTOR’S SIGNATURE

Individual(s):

Print Name

Entity:

Print Name of Entity

Signature

Signature

Print Name of joint Investor, if applicable

Title or Capacity

Signature of joint Investor, if applicable

Date:

Date:

SPOUSE’S OR SPOUSAL EQUIVALENT’S SIGNATURE

(NOTE: The investor’s spouse need only sign the Letter if the investor is a natural person proving its Accredited Investor status based on joint income or joint net worth with such spouse under Part A(1)(a) or Part A(2)(a) above. A spouse who signs the Letter makes all representations set out in the Letter, including those relating to joint income or joint net worth, as applicable, on a joint and several basis.)

Spouse or Spousal Equivalent:

Print Name

Signature

Date:

UNITED STATES INTERNAL REVENUE SERVICE FORM W-9

[See attached]
Type of Offering
Subscription Agreement *
I acknowledge that I have read the Subscription Agreement.

Basic Info

Investor Info

Funding Info

Send

Subscriber Name *
Type of Shares: Common

Investment Amount: $ USD

E-signature (Type Full Legal Name as Displayed Below)
E-signature (Type Full Legal Name as Displayed Below)

Basic Info

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If you are an accredited investor, check the "I am an accredited investor" box.
Accredited Investor
I am an accredited investor

Basic Info

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Investor Information
Investing As *
Title *
Name *
First
Last
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Address Line 1 *
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City *
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Investors must be at least 18 years old.
Social Security Number *

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Identity Check

Our FINRA Broker Dealer is required to keep on file a form that accurately describes who you are. This is "Know Your Client" information.

Document for Identity Check *
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Place of Issuance *

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Client Relationship Summary (CRS) Document

Castle Placement, LLC. (“Castle”, “we”, or “us”) is a registered with the Securities and Exchange Commission as a broker-dealer and member of FINRA/SIPC. This disclosure includes information about Castle’s services, fees and costs, and conflicts of interest that we are required to provide to you, as a retail investor. PLEASE RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS Investment products offered through Castle are not insured by the FDIC or any other federal government agency, are not deposits or other obligations of, or guaranteed by, a bank or any bank affiliate, and are subject to investment risks, including possible loss of the principal amount invested. Investments in equity crowdfundings and private placements are extremely illiquid, and your entire investment amount could be lost. Castle does not make recommendations of securities to investors The company issuing securities is Castle’s client If you are an investor, you are not a customer or client of Castle Brokerage and investment advisory services differ, and that it is important for you to understand these differences. We are not an investment advisor and do not provide investment advisory services, portfolio management, or advice or recommendations about your overall investment portfolio or the types of account(s) you should have. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers. What Investment Services and Advice can you Provide Me? We do not provide any investment services, advice or recommendations to you. Castle Investment Offerings: Our equity crowdfunding and private placement brokerage services include Regulation A+ broker/dealer services, Regulation Crowdfunding broker/dealer services, Regulation D broker/dealer services, and other investment banking services. All transactions are done on an agency basis by Castle. Castle’s client is the issuer and Castle gets paid its fee from the issuer. Castle Brokerage Services: Castle’s brokerage services include a variety of investment banking services. We do not provide you with investment recommendations. Castle acts in its capacity as a broker/dealer on behalf of its client, the issuer. We do not have a fiduciary obligation to you as an investor. Limits on Monitoring and Investment Discretion: Castle does not exercise discretionary investment authority for you (i.e., make decisions to buy or sell your investments without your direction) or monitor your investments for you. Accordingly, you are responsible for reviewing your investments to make sure your investments are appropriate for you, taking into consideration your current financial situation, existing investment portfolio, age, target returns, investment goals, and risk tolerance. Castle does not make recommendations of securities to investors. The company issuing securities is Castle’s client. If you are an investor, you are not a customer or client of Castle. Do you Provide Investment Services, Advice, or Recommendations to Me? No. We do not provide recommendations. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide you. Here is an example to help you understand what this means: Compensation we receive from issuers of securities when we sell certain investments. We only offer agency brokerage services to retail investors, including executing transactions in private placements and other exempt offerings under Reg CF, Reg A+, and Reg D, for issuers we represent. We do not offer investment services, advice or recommendations. We do not open brokerage accounts for investors. For further clarification, as a retail investor that is considering or actually does invest in a transaction listed on Castle’s website or otherwise marketed by us, you are not our client. Our client is the issuer of the securities. Any services provided by Castle to retail investors are done so on behalf of our client, the issuer of these securities. Since retail investors in these securities are not clients of Castle and do not have accounts with Castle, Castle does not obtain any investor’s specific investment profile or circumstances (current investment portfolio, income, expenses, dependents, health, goals, risk tolerance, return objectives, other obligations/liabilities, etc.). Therefore, Castle is not in a position to, and does not, make any recommendations as to whether these securities are appropriate for a specific investor or in a specific investor’s best interest. Further, any advertisements, emails and/or any other communication received by retail investors in connection with offerings contain information and representations from the Issuer – they are not recommendations by Castle to purchase these securities or representations made by Castle, and they are not a call to action for you to invest. Your decision to invest is yours alone, with the help of your professional and legal advisors. Limitations to these offerings include: they are extremely risky and you could lose your entire investment; they are illiquid and speculative; they may not be suitable for you; the required minimum investment may be high; some offerings are only available to accredited investors or are subject to other restrictions; and fees and expenses are higher than other investments, and will reduce your return of and/or on your investment. Other risks are described more fully on our website, and in the offering materials for each investment. A particular risk to our business model is that we do not offer a diversified menu of private investments; we narrowly focus on offering securities of issuers for which we serve as managing dealer or placement agent, and the scope of our product offering is therefore limited compared to a broker that is offering you recommendations or advice. Our brokerage business is narrowly focused on the sale of securities issued by the companies that we represent. We are an issuer’s agent, which means that unless we have a written agreement with you to the contrary, we are not your agent and we do not give advice or make recommendations about specific securities, types of securities or investment strategies involving securities to you. To the extent that a solicitation or call to action is deemed to be a recommendation under U.S. law or regulation, you should be aware that we are inherently conflicted with your interests, and you should seek advice from an investment advisor or a broker who will act as your agent. What Fees Will I Pay? Brokerage Services: The primary fees you pay for Castle’s brokerage services are “transaction-based” fees. These fees are typically called “commissions” or “brokerage fees”. These fees vary depending on the investment product you select, the capacity in which we act, and the size of the transaction, and are charged up-front when you purchase the investment. You pay fees in connection with your investments, directly or indirectly through the issuer (or its sponsor) that has retained us, through which you make your investment. These fees vary depending on the issuer and type of security. Review the offering materials for each offering for a full discussion of fees and costs. Since we are the agent of the issuers, and are compensated by the issuers, we have a conflict of interest in that we have an incentive to sell you securities from which we stand to profit most. Certain securities pay us, as broker, higher fees than others, and this creates an incentive for us to sell you securities on which we receive higher fees. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. If you lose money on your investment, the fees paid will increase those losses. Contact us for more information if you have questions about fees or expenses related to a product or service. We do not provide advice or recommendations about securities, investment strategies, or investment accounts. If you seek such advice, you should establish a relationship with an investment advisor or broker to serve as your agent. If a solicitation or call to action were deemed to be a recommendation under U.S. law or regulations, then we would be subject to Regulation BI and we would be required to act in your best interest and not put our interest ahead of yours. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they could affect your investment results. Description of Other Fees and Costs: None What are Your Legal Obligations to Me when Providing Recommendations? How else does your Firm Make Money and what Conflicts of Interests do you Have? Castle does not make any recommendations whatsoever regarding your investment. All of our activities are done in a broker-dealer capacity. We are not an investment adviser and we do not provide investment advisory services. A conflict of interest is a situation in which Castle engages in a transaction or activity where our interest is materially averse to your interest. Potential conflicts of interest may exist when we provide services to you. The mere presence of a conflict of interest does not imply that harm to your interests will occur, but it is important that we acknowledge the presence of such conflicts. Moreover, our regulatory obligations require that we establish, maintain, and enforce written policies and procedures reasonably designed to address potential conflicts of interest associated with any recommendations to you. We take these obligations very seriously. It is important for investors to understand that the investor is not a customer or client of Castle, and Castle does not make recommendations of securities to investors. Furthermore, when someone invests in one of our transactions Castle receives a success fee (a percentage of the amount invested) from the issuer. This creates an inherent conflict of interest for Castle, and the investor should consider this when making his or her investment decision. Typically, our conflicts of interest are the result of compensation structures and other financial arrangements among Castle, our Registered Representatives, and our clients. Securities rules allow for us, our Registered Representatives, and our affiliates to earn compensation when we provide brokerage services to you. However, the compensation that we and our Registered Representatives receive varies based upon the product or service you purchase, which may create a financial incentive to recommend investment products and services that generate greater compensation to Castle. This could significantly impact your investment returns. Castle is committed to taking appropriate steps to identify, mitigate and avoid conflicts of interest. Below you will find additional information related to potential conflicts of interest. This information is not intended to be an all-inclusive list of potential conflicts, but generally describes those conflicts that may be material to you as an investor in Castle transactions. In addition to this disclosure, conflicts of interest are disclosed to you in various agreement(s) and disclosure documents and other information we make available to you, including on our website at www.castleplacement.com. How do Your Financial Professionals Make Money? Castle has both salaried personnel and independent contractors. Our salaried personnel (some of whom are registered representatives) receive a salary and discretionary bonus based upon their individual performance and firm performance. Our employees are prohibited from giving advice or making recommendations with respect to securities or investment strategies. Our independent contractors are registered representatives. They receive a portion of upfront fees paid to us, and commissions for the sales of securities issued. Our registered representatives, like our employees, are prohibited from giving advice or making recommendations with respect to securities or investment strategies. All of our employees and independent contractors are agency brokers, not advisors. Compensation is tied directly or derives from sales by us, which significantly makes worse the conflicts of interest described herein. Do You or Your Financial Professionals Have Legal or Disciplinary History Yes. While the firm does not have a legal or disciplinary history, certain registered representatives have a legal or disciplinary history to report. See investor.gov/CRS and brokercheck.finra.org/. CONVERSATION STARTERS: Ask your financial professional: • How are you and your firm compensated? Are there any conflicts? • What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean? • Given my financial situation, should I choose a brokerage service? Why or why not? • How will you choose investments to recommend to me based on my financial situation? • What services do you and your firm offer? • Who is my primary contact person? Is he or she a representative of an investment advisor or broker dealer? Who can I talk to if I have concerns about how this person is treating me? • Help me understand how these fees and costs might affect my investments? If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me? • How might your conflicts of interest affect me, and how will you address them? • As a financial professional, do you have any disciplinary history? For what type of conduct? For additional information about our brokerage services or to obtain an updated copy of this Client Relationship Summary, please visit our website at www.castleplacement.com, call us at (212) 418-1180 or contact us in writing at Castle Placement, LLC, Attn: Compliance, 1460 Broadway, New York, NY 10036. CASTLE PLACEMENT, LLC - Member FINRA/SIPC
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Alliance Medical Fund I LLC SUBSCRIPTION AGREEMENT

Alliance Medical Fund I LLC 2201 Waukegan Rd. Suite 120

Bannockburn, IL 60015 Dear Sirs:

This Alliance Medical Fund I LLC Subscription Agreement (this “Agreement”) is entered into by and among, Alliance Medical Fund I LLC, a Delaware limited liability company (the “Company”); Alliance Medical Fund I Manager LLC, a Delaware limited liability company (the “Manager”); and the undersigned subscriber (the “Subscriber”). Capitalized terms used but not defined herein shall have the meanings set forth in the LLC Agreement (defined below).

Subscription for a Limited Liability Company Membership Interest; Obligations Under LLC Agreement.

Subject to acceptance by the Manager and the terms and conditions of this Agreement, the Subscriber hereby (i) irrevocably subscribes (“Subscription”) for and agrees to purchase a limited liability company interest in the Company (the “Company Interest”) in the amount set forth on the “Amount of Capital Commitment” line on the Subscriber’s signature page hereto, (ii) agrees to become a member of the Company (“Member”) and be bound by all of the terms of the Limited Liability Company Agreement of Alliance Medical Fund I LLC, substantially in the form separately furnished to the Subscriber (the “LLC Agreement”), and

(iii) agrees to perform all obligations in the LLC Agreement imposed upon a Member with respect to the Company Interest, including making capital contributions (“Contributions”) to the Company in accordance with the terms thereof, including without limitation additional amounts in the case Subscriber is admitted at a Subsequent Closing.

The Subscriber understands that this Subscription, when and if accepted by the Manager, will be irrevocable and will constitute a commitment to contribute to the Company the amount of the Subscription accepted by the Manager (the “Capital Commitment”), plus any additional amounts required to be paid by the Subscriber pursuant to the LLC Agreement if the Subscriber is making this Subscription or increasing the Capital Commitment after the Initial Closing. The Subscriber shall be admitted as a Member at the time this Agreement is accepted and executed by the Manager, which shall be at the Initial Closing or a Subsequent Closing. The Subscriber acknowledges that this Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Company and that it may not

be withdrawn by the Subscriber unless the Manager rejects this Agreement. The Subscriber acknowledges that this Agreement may be accepted or rejected by the Manager, in whole or in part, in its sole discretion on behalf of the Company. The Subscriber acknowledges and understands that if this Subscription is accepted by the Company, the Company Interest issued to Subscriber will be a Class A limited liability company interest or Class B limited liability company interest, or Class C limited liability company interest, depending on the amount of the Capital Commitment and as determined by the Manager in accordance with the LLC Agreement.

The Company and the Subscriber hereby agree that this Agreement shall not become effective against the Company unless and until the Manager has accepted this Agreement by delivering a notice of acceptance to the Subscriber. The Manager, upon acceptance of this Agreement, will forward to the Subscriber a notice of acceptance consisting of the Acceptance of Subscription page attached hereto executed by the Manager. Any partial rejection of the subscription shall be effective upon execution of such acceptance for a smaller Commitment than that originally requested by the Subscriber.

The Company reserves the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Company of any additional documents requested by the Company in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the existence of the Subscriber, the legality of an investment in the Company by the Subscriber, the authority of the person executing this Agreement on behalf of the Subscriber and the enforceability against the Subscriber of its obligations under this Agreement and the LLC Agreement.

The Subscriber understands that the Company has entered into or expects to enter into separate subscription agreements with other investors (“Other Investors”), which agreements are or shall be substantially similar in all material respects to this Agreement (the “Other Subscription Agreements”), providing for the admission of the Other Investors as Members in the Company. This Agreement and the Other Subscription Agreements are separate agreements, and the sale arrangements between the Company and the Other Investors are separate sales. The Subscriber also acknowledges that the Manager may enter into side letters with certain Members (which may include the Subscriber) which amend and supplement certain provisions of the LLC Agreement as it applies to such Members (“Side Letters”).

Execution of LLC Agreement; Initial Payment of Capital Commitment.

If this subscription is accepted, in order to effect the admission of the Subscriber as a Member of the Company, the Subscriber herewith delivers to the Manager a counterpart signature page to the LLC Agreement, duly executed by the Subscriber, and hereby irrevocably authorizes the Manager to (i) annex said

signature pages to the LLC Agreement and (ii) enter Subscriber’s name on Schedule A to the LLC Agreement as holder of the Company Interest.

If this subscription is accepted, the Subscriber will deliver funds to the Company (subject to the terms and provisions of the LLC Agreement) on the date and in the amount designated by the Manager (not to exceed Subscriber’s Commitment) by written notice given to the Subscriber, in payment of its Commitment required thereunder.

Representations, Warranties and Agreements of Subscriber.

In connection with the Subscriber’s Subscription for a Company Interest, the Subscriber hereby represents, warrants, acknowledges and agrees as of the date hereof and through and including each date that this Agreement is accepted in whole or in part by the Manager as follows:

The Company Interest will be held under the following type of ownership [The Subscriber must check the appropriate box set forth below and provide any information requested]:

Individual

Joint Tenants with Rights of Survivorship

Tenants-in-Common

Community Property

Revocable Living Trust with   Grantors

Irrevocable Trust

Partnership or Corporation

Limited Liability Company

Self Directed Individual Retirement Account (“IRA”)

SEP/Keogh/Employee Benefit Plan

Other:

The Company Interest is being purchased by the Subscriber with the Subscriber’s own funds and not with the funds of any other person. Except in the case of a Subscriber that is a Qualified Plan Investor (as described herein), on acceptance of this Agreement by the Manager, no person other than the Subscriber will have any interest, beneficial or otherwise, in the Company Interest. The Subscriber acknowledges that if this Agreement is accepted by the Manager, the Subscriber will become a Member having the rights and obligations described in the LLC Agreement, except that participants in and beneficiaries of any Subscriber that is a Qualified Plan Investor shall benefit as provided in plan documents.

The Subscriber is purchasing the Company Interest for the Subscriber’s own account for investment purposes only and not with a view to the sale or distribution of any part or all thereof by public or private sale or other disposition. The Subscriber understands that there is no market for the Company Interest and that the Company Interest may have to be held for an indefinite period of time. The Subscriber has no intention of selling, granting any participation in or otherwise distributing or disposing of any portion of the Company Interest. The Subscriber does not intend to subdivide the Subscriber’s purchase of the Company Interest with any person.

The Subscriber has been advised as follows: The offering and sale of limited liability company interests in the Company, including the Company Interest, have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or approved or disapproved by the Securities and Exchange Commission (the “Commission”) or by any state securities administrator, or registered or qualified under any state securities law. The Company’s limited liability company interests, including the Company Interest, are being offered and sold in reliance on exemptions from the registration requirements of both the 1933 Act and the securities laws of certain states, and the Company Interest may not be transferred by the Subscriber except in compliance with the LLC Agreement and the registration requirements of such laws or pursuant to exemptions from registration. The Subscriber understands that the Company is relying in part on the Subscriber’s representations as set forth herein for purposes of claiming such exemptions. The Subscriber has no intention of acquiring the Company Interest for resale.

The Subscriber (either alone or with any professional advisers retained by such Subscriber in connection with evaluating the merits and risks of the prospective investment in the Company) is a sophisticated investor and has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company Interest and has the capacity to protect the Subscriber’s own interest in connection with the Subscriber’s proposed investment in the Company Interest. The Subscriber understands that the investment in the Company Interest may be highly speculative, and the Subscriber is able to bear the economic risk of such investment for an indefinite period of time.

The Subscriber acknowledges receipt of the Company’s Confidential Private Placement Memorandum dated April 14, 2022, and as may be amended or restated thereafter (the “Memorandum”), and the LLC Agreement and acknowledges that the Subscriber has been furnished with such financial and other information concerning the Company, the Manager and the business and proposed business of the Company as the Subscriber considers necessary in connection with the Subscriber’s investment in the Company Interest. The Subscriber has carefully reviewed the Memorandum, including all of the risk factors disclosed therein, and the LLC Agreement and is thoroughly familiar with the proposed business,

operations, properties and financial condition of the Company and has discussed or been afforded the opportunity to discuss with (1) the Manager and (2) the Subscriber’s own legal, tax, accounting and other advisers any questions the Subscriber may have had with respect to the terms and conditions of the LLC Agreement and the merits and risks of the Subscriber’s investment in the Company Interest. The Subscriber understands and acknowledges the following:

The risks involved in this offering, including but not limited to the speculative nature of the investment, the Company’s capital being concentrated in Assets managed by Alliance Medical Fund I LLC or one of its affiliates, the significant leverage that may be used to acquire Assets, the long-term nature of an investment in the Company, the conflicts of interest between the Manager and the Company, and the risks of investments in real estate.

The rights and remedies provided to the Manager and the Company in the event the Subscriber fails to make Contributions when due.

The financial hazards involved in this offering, including the risk of losing the Subscriber’s entire investment. and that the Manager and its affiliates will receive substantial compensation in connection with the management of the Company.

The restrictions on liquidity and transfers of the Company Interest.

The tax consequences of this investment, including the possibility of tax exempt investors recognizing unrelated business taxable income.

That (A) the Company has no financial or operating history; (B) no federal, state, local or foreign agency has passed upon the Company Interest or made any finding or determination as to the fairness of this investment; and

(C) prior business performance of the Managing Members and their Affiliates set forth in the Memorandum or in any supplemental disclosures or material thereto are not necessarily indicative of the returns, if any, which may be achieved by the Company.

That the Company will not be registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

That the distribution of the Memorandum and the offer and sale of the Company Interest in certain jurisdictions may be restricted by law. The Memorandum does not constitute an offer to sell or the solicitation of an offer to buy in a state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. Only investors who are both “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act and “qualified clients” (as defined under Rule 205-3 of the Advisers Act) are eligible to purchase a Company Interest. The Company Interest may not be offered or sold,

directly or indirectly, and the Memorandum may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction.

That the Company will be managed by the Manager on the basis of the objectives of the Company as a whole and will not manage the Company on the basis of, or provide advice with respect to, any individual Member and will not consider the investment, tax, or other objectives of any individual Member.

That (A) there may be material differences between the descriptions of Company terms and conditions in the Memorandum and the actual terms and conditions set forth in the LLC Agreement; (B) analyzing the importance of such differences is solely the responsibility of Subscriber; and (C) in the event of such differences, the terms and conditions of the LLC Agreement shall supersede any contrary information set forth in the Memorandum.

Other than as set forth herein or in the LLC Agreement or the Memorandum relating to the Company’s business (and any separate agreement in writing with the Company executed in conjunction with the Subscriber’s subscription for the Company Interest), the Subscriber is not relying upon any other information, representation or warranty by the Company, the Manager or any of their respective agents or representatives in determining to invest in the Company, and the Subscriber understands that the Memorandum is not intended to convey tax or legal advice. The Subscriber has consulted to the extent deemed appropriate by the Subscriber with the Subscriber’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Company Interest and on that basis believes that an investment in the Company Interest is suitable and appropriate for the Subscriber. The Subscriber’s overall Commitment to the Company and other investments which are not readily marketable is not disproportionate to the Subscriber’s net worth, and the Subscriber has no need for immediate liquidity in the Subscriber’s investment in the Company Interest.

Subscriber acknowledges that the Subscriber is subscribing for a Company Interest after investigation of the Company and its prospects. Subscriber is a resident of or domiciled in the state listed in the Subscriber’s permanent address set forth on Attachment A hereto. has been able to ask questions of and receive answers from the Manager or another person acting on behalf of the Company concerning the terms and conditions of this transaction. Subscriber acknowledges and agrees that the Subscriber is not relying upon any representation made by any person except as contained in the Memorandum and the LLC Agreement.

Except as indicated in a writing attached hereto by the Subscriber, no statute, rule, regulation, administrative procedure of general applicability or order of any federal, state or other regulatory agency or other governmental body to which the Subscriber is subject would prohibit the Subscriber from investing in one or more of the investments falling within the investment objectives of the Company.

The Subscriber’s information on Attachment A is complete and accurate.

The Subscriber is an “accredited investor” as defined by Rule 501 of Regulation D under the 1933 Act and has indicated below the category under which the Subscriber qualifies as an accredited investor The Subscriber must check the appropriate box(es) set forth below relating to accredited investor status:

a natural person who (i) has an individual net worth, or joint net worth with that of his or her spouse or spousal equivalent, in excess of $1 million excluding the value of the natural person’s primary residence except for the amount of indebtedness that is secured by the person’s primary residence that exceeds, at the time of his or her purchase of the Company Interest,

the estimated fair market value of the primary residence or (B) the amount of indebtedness outstanding 60 days before the time of his or her purchase of the Company Interest, other than as a result of the acquisition of the primary residence, or (ii) had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse or spousal equivalent in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the coming year.

a revocable trust in which each grantor is a natural person who (i) has an individual net worth, or joint net worth with his or her spouse or spousal equivalent, in excess of $1 million excluding the value of the individual’s primary residence and any indebtedness that is secured by the individual’s primary residence, except for the amount of indebtedness that is secured by the individual’s primary residence that exceeds, at the time of his or her purchase of the Company Interest, (A) the estimated fair market value of the primary residence or (B) the amount of indebtedness outstanding 60 days before the time of his or her purchase of the Company Interest, other than as a result of the acquisition of the primary residence, or (ii) had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse or spousal equivalent in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the coming year.

a self-directed employee benefit plan or individual retirement account, and

the participant who directed that assets of his or her account be invested in the Company (A) has an individual net worth, or joint net worth with his or her spouse or spousal equivalent, in excess of $1 million excluding the value of the individual’s primary residence and any indebtedness that is secured by the individual’s primary residence, except for the amount of indebtedness that is secured by the individual’s primary residence that exceeds, at the time of his or her purchase of the Company Interest, (A) the estimated fair market value of the primary residence or (B) the amount of indebtedness outstanding 60 days before the time of his or her purchase of

the Company Interest, other than as a result of the acquisition of the primary residence, or (B) had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse or spousal equivalent in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the coming year, and (ii) such participant is the only participant whose account is being invested in the Company.

a natural person that is in good standing and holding one of the following securities licenses: Series 7, Series 82, or Series 65.

a natural person that is a knowledgeable employee of the Company or of an affiliated person or entity that manages the investment activities of the Company, as described in Rule 3c-5 of the 1940 Act.

an SEC- or state-registered investment adviser, exempt reporting adviser, or a rural business investment company.

a partnership, a corporation or a Massachusetts or similar business trust that is neither (A) an investment company as defined in section 3(a) of the 1940 Act that is required to be registered under such act nor (B) an investment company as so defined that is exempt from registration pursuant to section 3(c)(1) of such act and [check one or more of the following]:

it was not formed for the specific purpose of acquiring an interest in the Company and has total assets at the time of its Capital Commitment in excess of $5 million.

each of the equity owners therein is a natural person who (i) has an individual net worth, or joint net worth with his or her spouse or spousal equivalent, in excess of $1 million excluding the value of the individual’s primary residence and any indebtedness that is secured by the individual’s primary residence, except for the amount of indebtedness that is secured by the individual’s primary residence that exceeds, at the time of his or her purchase of the Company Interest, (A) the estimated fair market value of the primary residence or (B) the amount of indebtedness outstanding

60 days before the time of his or her purchase of the Company Interest, other than as a result of the acquisition of the primary residence, or (ii) had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse or spousal equivalent in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the coming year.

neither of the above applies (further information may be required to determine eligibility to invest in the Company).

a “family office” or a “family client” of a “family office” with at least

$5,000,000 in assets under management, as each term is defined under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

an entity, including an Indian tribe, governmental body, fund, or entity organized under the laws of a foreign country, that owns “investments,” as defined in Rule 2a51-1(b) under the 1940 Act, in excess of $5,000,000 and you were not formed for the specific purpose of investing in the Company.

an employee benefit plan that is not a self-directed plan and that has total assets in excess of $5 million.

a not-for-profit corporation or other not-for-profit entity (including an endowment, private foundation or charity) with total assets in excess of

$5 million.

none of the above (further information may be required to determine eligibility to invest in the Company).

Subscriber has also completed the accredited investor verification process established by the Manager, by either (i) completing, executing, and delivering the Accredited Investor Verification material attached hereto as Attachment E (“Accredited Investor Verification”) or (ii) by completing the process and making the statements via the online portal maintained by the Company’s administrator. Subscriber understands and acknowledges that (A) the Manager intends to generally solicit and advertise the Company’s offering of the Company Interests to the public under Rule 506(c) of Regulation D promulgated under the 1933 Act and, accordingly, (B) the Manager is relying on the statements made by Subscriber in the Accredited Investor Verification and online portal regarding Subscriber’s status as an accredited investor.

The Subscriber [check one]:

is

is not

a United States person.1

If the Subscriber is a United States person, the Subscriber confirms that the taxpayer identification number (or social security number) shown on Attachment A and Attachment B to this Agreement is true, correct and complete and that the Subscriber is not subject to backup withholding either (A) because the Subscriber has not been notified that it is subject to backup withholding as a result of a failure to report all interest or dividends or (B) because the Internal Revenue Service has notified the Subscriber that the Subscriber is no longer subject to backup withholding. If Subscriber is (i) not a U.S. citizen or resident and has so indicated in this Agreement, or (ii) a U.S. citizen or resident and fails to provide Subscriber’s correct Social Security or taxpayer identification number, Subscriber acknowledges that Subscriber could be subject to United States withholding tax on a portion of Subscriber’s distributive share of the Company’s income.

The Subscriber [check one]:

has

has not

utilized a purchaser representative. If the Subscriber has utilized a purchaser representative, the Subscriber has previously notified the Manager in writing of such fact, specifying that such purchaser representative is acting as the Subscriber’s “purchaser representative” as defined in Rule 501(h) of Regulation D under the 1933 Act.

(i) Subscriber acknowledges that the Company will seek to comply at all times with applicable anti-money-laundering laws and that it is the Company’s policy to cooperate fully with law enforcement agencies. The Subscriber understands and agrees that the Company prohibits the investment of funds by any persons or entities that are acting, directly or indirectly, (1) in contravention of any statute, rule, regulation or other legal requirement to which that person is subject relating to the combating of terrorism or money laundering; (2) on behalf of any person or organization (A) identified as a terrorist, terrorist organization, specially designated national or blocked

1 A “United States person” includes (i) a citizen or resident of the United States; (ii) a corporation, partnership, limited liability company or other entity created or organized in or under the laws of the United States or of any state thereof; (iii) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. fiduciaries have the authority to control all substantial decisions of the trust; or (iv) an estate the income of which is subject to U.S. federal income taxation regardless of its source.

person by any department, agency, division, board, bureau or other instrumentality of the U.S. government, including those persons, entities and organizations included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), which list can be accessed on the Web at https://www.treasury.gov/resource-center/sanctions/Pages/ default.aspx, as such list may be amended from time to time, or (B) residing or having a place of business in a country or territory subject to embargo under laws enforced by OFAC; or (3) for any senior foreign political figure or an immediate family member or a close associate of a senior foreign political figure2 (all such persons described in (1)-(3) are collectively referred to as “Blocked Persons”).

The Subscriber represents, warrants and covenants that none of its Contributions to the Company are or will be directly or indirectly derived from or related to activities that may contravene federal, state or international laws and regulations, including anti-money-laundering laws and regulations. The Subscriber also represents and warrants to, and agrees and covenants with, the Company, as of the date hereof and as of each subsequent date on which the Subscriber acquires any additional interest in the Company, that, to the best of its knowledge, none of (w) the Subscriber, (x) any person or entity controlling, controlled by or under common control with the Subscriber,

(y) any person having a beneficial interest in the Subscriber if the Subscriber is a privately held entity, or (z) any person for which the Subscriber is acting as agent or nominee in connection with this Agreement (those persons covered by (x), (y) and (z) collectively being referred to as “Related Parties”) is a Blocked Person. The Subscriber now holds and will maintain all evidence of such Related Parties’ identities and status for at least five years from the date that the Subscriber no longer has any interest in the Company. The Subscriber acknowledges that, to comply with anti-money-laundering, OFAC and related requirements that are applicable to the Company, the Manager may at any time require such information as the Manager may deem necessary to establish the identity of the Subscriber and any Related Parties and may seek to verify such identity and the source of funds for the Commitment. The Subscriber agrees that, upon demand by the Manager, it will promptly furnish any information, and execute and deliver such documents, as reasonably may be required in the determination of the

2 “Senior foreign political figure” means a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not); a senior official of a major foreign political party; or a senior executive of a foreign government-owned corporation. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. The “immediate family member” of a senior foreign political figure typically includes the senior foreign political figure’s parents, siblings, spouse, children and in-laws. A “close associate” of a senior foreign political figure is a person who is widely and publicly known internationally to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

Company or Manager, to comply with, or to confirm compliance with, any applicable laws or regulations or other obligations of Subscriber or the Company. The Subscriber also understands and agrees that, notwithstanding any provision of this Agreement, the LLC Agreement or the Memorandum to the contrary, the Company may release confidential information about the Subscriber and, if applicable, any underlying beneficial owners of the Subscriber to law enforcement agencies to the extent necessary to ensure compliance with all applicable laws, rules and regulations if the Manager, in its sole discretion, determines that it is in the best interests of the Company in light of the relevant rules and regulations concerning money laundering and similar activities.

The Subscriber understands and agrees that the Company may undertake any actions that the Company deems necessary or appropriate to ensure compliance with applicable laws, rules and regulations established to combat money laundering or terrorism. In the event that any of the representations, warranties or covenants by the Subscriber in this Section 3(p) are no longer true or the Company or Manager no longer believes that it has satisfactory evidence as to their truth, the Company may, in accordance with applicable regulations, (A) prohibit additional Contributions from the Subscriber,

prohibit any withdrawal or transfer of the Subscriber’s Company Interest and segregate the assets in the account of the Subscriber in compliance with governmental regulations, or (C) if legally permissible, cause the withdrawal of the Subscriber from the Company and the redemption of the Subscriber’s Company Interest. The Company or Manager may also be required to report such action and to disclose the Subscriber’s and Related Parties’ identities to OFAC and other government authorities. The Subscriber understands and agrees that any withdrawal proceeds paid to it will be paid to the same account from which the Subscriber’s investment in the Company was originally remitted, unless the Manager, in its sole discretion, agrees otherwise.

The Subscriber further represents and warrants that its subscription funds do not originate from, nor will they be routed through, an account maintained at

a foreign shell bank,3 an “offshore bank” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction.4

Subscriber acknowledges that the Company will rely on the accuracy of these representations and warranties to establish the Company’s compliance with the laws enforced by OFAC, and any other applicable laws, rules, regulations and other legal requirements relating to the combating of money laundering or terrorism. The Subscriber agrees and covenants that it will promptly notify the Company should the Subscriber become aware of any change in the representations contained in paragraphs (i) - (iv) above. Subscriber acknowledges and agrees that the foregoing representations and warranties are subject to Subscriber’s indemnification obligations under this Agreement.

This Agreement constitutes a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms. The Subscriber, if an individual, is over 21 years of age (or the age of majority in the Subscriber’s

3 A “foreign shell bank” is any non-U.S. bank that does not have a physical presence in any location but is NOT a regulated affiliate.

A “regulated affiliate” means a foreign shell bank (a) that is an affiliate of a United States depository institution, United States credit union or foreign bank that maintains a physical presence in the United States or a foreign country, and (b) is subject to supervision by a banking authority in the country regulating such affiliate depository institution, credit union or foreign bank.

A “foreign bank” is any organization (a) that is organized under non-United States law,

(b) engages in the banking business, (c) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, and (d) receives deposits in the regular course of its business; however, the term does NOT include (i) a branch of a foreign bank in the United States, other than a branch in a territory of the United States, Puerto Rico, Guam, American Samoa or the U.S. Virgin Islands; (ii) an insured bank organized under the laws of a territory of the United States, Puerto Rico, Guam, American Samoa or the U.S. Virgin Islands; (iii) a foreign central bank or foreign monetary authority that functions as a central bank; or (iv) an international financial institution of which the United States is a member.

“Physical presence” means a place of business that is maintained by the non-U.S. bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the bank is authorized to conduct banking activities, at which location the non-U.S. bank

employs one or more individuals on a full-time basis, (b) maintains operating records related to its banking activities, and (c) is subject to inspection by the banking authority that licensed the non-

U.S. bank to conduct banking activities.

A foreign shell bank is an “affiliate” of another institution if it is controlled by or under common control with the other institution. “Control” means (i) ownership, control or power to vote 25 percent or more of any class of voting shares or other voting interests of another company, or (ii) control in any manner of the election of a majority of the directors (or individuals exercising similar functions) of another company.

4 A “Non-Cooperative Jurisdiction” means any foreign country or territory that has been designated as non-cooperative with international anti-money-laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering (“FATF”), of which the United States is a member and which designation the United States representative to the group or organization ceases to concur. See http://www.fatf-gafi.org for FATF’s list of Non-Cooperative Jurisdictions.

state of residence, if different). The Subscriber, if not an individual, is empowered and duly authorized to enter into this Agreement (including the power of attorney herein) under any governing document, limited partnership agreement, trust instrument, pension plan, charter, certificate of incorporation, bylaw provision or the like of the Subscriber. The person, if any, signing this Agreement on behalf of the Subscriber is empowered and duly authorized to do so by the governing document or trust instrument, pension plan, charter, certificate of incorporation, bylaw provision, board of directors or stockholder resolution, or the like of the Subscriber. The execution and delivery of this Agreement and the LLC Agreement by the Subscriber, the completion by the Subscriber of the transactions contemplated hereby and thereby, and the performance by the Subscriber of the Subscriber’s obligations hereunder and thereunder will not conflict with, or result in a violation of or default under, any provision of any governing instrument available to the Subscriber, or any agreement or instrument to which the Subscriber is a party or by which it or any of its properties is bound, or any permit, franchise, judgment, decree, statute, rule or regulation applicable to the Subscriber or any of the Subscriber’s properties.

The Subscriber acknowledges that non-public information about the Subscriber given to the Company and the Manager by this Agreement or otherwise disclosed to the Manager through correspondence or conversations, such as the Subscriber’s name, address, telephone number, social security number or taxpayer identification number, assets, bank account information, income, date of birth, and information about the Subscriber’s transactions with the Company, including, but not limited to, account balance, cost basis information, management fees paid and other financial information (the “Protected Information”) may be disclosed (i) to the Company, the Manager, Affiliates of the Manager, attorneys, accountants and auditors in furtherance of the Company’s business; (ii) to third-party service providers that have a need for the Protected Information in connection with providing services to the Company, provided that such persons must agree to protect the confidentiality of the Protected Information and use the Protected Information only for the purposes of providing services to the Company; and (iii) as otherwise permitted by law. The Company restricts access to non-public information about the Subscriber to the personnel of the Manager, Affiliates of the Manager, and the Company who provide services to the Company or those who need access to the Subscriber’s information to service the Company or maintain its books and records. The Company also maintains physical, electronic and procedural controls in keeping with federal and/or state standards to safeguard the Subscriber’s non-public personal information. Subscriber acknowledges and agrees that (i) information relating to the identity of Subscriber and each other Member shall appear on Schedule A to the LLC Agreement and may appear on the financial statements of the Company, and (ii) other Members shall receive such information and may share such information with their advisers and other parties. If a natural person (or an entity that is an “alter ego” of a natural person (e.g., a revocable grantor trust, an IRA or an estate planning vehicle)), the Subscriber acknowledges that it has received, read, and understands the Company’s privacy

policy (contained in the Memorandum) with respect to the Manager’s and the Company’s collection and maintenance of non-public personal information regarding the Subscriber.

The Subscriber [check one]:

is

is not

(i) an “employee benefit plan” as defined in section 3(3) of ERISA (such plans referred to as “ERISA Plans”), (ii) a plan with respect to which section 4975 of the Code applies or (iii) an entity or account that is deemed to be a “benefit plan investor” under the U.S. Department of Labor final plan assets regulation, 29

C.F.R. § 2510.3-101, as it may be amended from time to time (the “Plan Assets Regulation”), as modified by section 3(42) of ERISA, because its underlying assets include “plan assets” by reason of a plan’s investment in the entity, including, by way of example only, a partnership not qualifying as an operating company within the meaning of the Plan Assets Regulation in which 25 percent or more of each class of equity interests is owned by entities described above in this Section 3(s) (such ERISA Plans, plans and persons are referred to herein as “Qualified Plan Investors”). If the Subscriber is a Qualified Plan Investor, Subscriber represents and warrants to the Manager to the effect set forth on Attachment C to this Agreement. The Subscriber acknowledges that for the Company to avoid “plan assets” treatment under ERISA, the Company may, in some circumstances, redeem the Company Interests of certain Qualified Plan Investors in accordance with the LP Agreement, and that the Subscriber will be obligated to cooperate with the Company to help ensure compliance with ERISA.

* If the Subscriber checked the box “is” because it is a Qualified Plan Investor due to clause (iii), the Subscriber hereby certifies that % of the total value of equity interests in the Subscriber is held by “benefit plan investors.”

The Subscriber hereby agrees that any representation, warranty or covenant made hereunder will be deemed to be reaffirmed by the Subscriber at any time the Subscriber makes a Contribution to the Company, and the act of making such Contribution will be evidence of such reaffirmation

None of the Manager or its owners is currently registered with the Commission under the Advisers Act. The Subscriber will not be afforded all protections provided to clients of registered investment advisers under the Advisers Act. The Subscriber agrees that the Manager and Company may provide in any electronic medium (including via email or website access) any disclosure or document that is required by applicable securities laws to be provided to the Subscriber.

The Subscriber has not engaged in a “disqualifying event” as defined within Rule 506 of Regulation D under the 1933 Act, including:

being convicted of a felony or misdemeanor within the last 10 years that was in connection with the purchase or sale of a security, involving the making of a false filing with the Commission or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of securities;

being subject to an order, judgment or decree of any court of competent jurisdiction, entered within the last five years, that restrains or enjoins the Investor from engaging or continuing to engage in any conduct or practice (whether or not appealable or subject to a pending appeal) in connection with the purchase or sale of a security, involving the making of a false filing with the Commission or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of securities;

being subject to a final order of a state securities commission (or any agency or officer of a state performing similar functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or any agency or officer of a state performing similar functions), an appropriate federal banking agency, the Commodities Futures Trading Commission or the National Credit Union Administration that bars the Investor from association with an entity regulated by such commission, authority, agency or officer, or is barred from engaging in the business of securities, insurance or banking or engaging in savings association or credit union activities or whereby such final order is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct and was issued within 10 years of the date of this Agreement;

being subject to a Commission order entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Section 203(e) or (f) of the Advisers Act, that suspends or revokes the Investor’s registration as a broker, dealer, municipal securities dealer or investment adviser, places limitations on the activities, functions or operations in connection with such activities, or bars the Investor from being associated with any entity or from participating in the offering of any penny stock;

being subject to any order of the Commission entered within the last five years that, as of the date of this Agreement, orders the undersigned to cease and desist from committing or causing a violation or future violation of any scienter-based anti-fraud provision of the federal securities laws, including without limitation, section 17(a)(1) of the 1933 Act, section 10(b) of the Exchange Act and 17 C.F.R. § 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Advisers Act, or any other rule or regulation thereunder or section 5 of the 1933 Act;

having been suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliate securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;

having filed (as a registrant or issuer) or having been named as an underwriter in, any registration statement or Regulation A offering statement filed with the Commission that, within the last five years, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, at the time of such sale, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or

being subject to a U.S. Postal Service false representation order entered within five years of the date of this Agreement, or being, as of the date of this Agreement, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the U.S. Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

If the Subscriber engaged in one of the “disqualifying events” described above or as otherwise set forth in Rule 506 of Regulation D, it must inform the Manager and provide information regarding the disqualifying event including the date of such event. If in the future, the Subscriber can no longer make this representation, it must promptly notify the Manager and provide information regarding the disqualifying event including the date of any such event. Subscriber specifically consents to the disclosure of any such disqualifying event to any other Member and third parties as the Manager may deem necessary to ensure the Company can continue to claim the Rule 506 safe harbor.

Subscriber acknowledges and agrees that, with respect Subscriber’s decision to make an investment in the Company Interest, neither the Company nor the Manager has provided any advice to Subscriber, and the Subscriber has consulted to the extent deemed appropriate by the Subscriber with the Subscriber’s own advisers as to the suitability and appropriateness of the Company Interest for the Subscriber. Subscriber also acknowledges that it will not be relying on the Manager or the Company with respect to maintaining its ownership of the Company Interest.

The Subscriber represents and warrants that the Subscriber has not altered or otherwise revised this Agreement in any manner from the version initially received by the Subscriber except for any alterations to this Subscription Agreement that have been clearly marked on or prior to the date of acceptance of this Subscription Agreement or otherwise have been specifically identified in writing and accepted by the Manager on or prior to the date of acceptance of this Subscription Agreement.

The Subscriber understands the meaning and legal consequences of the representations and warranties made by the Subscriber herein, and that the Manager and Company are relying on such representations and warranties in making their determination to accept or reject this Agreement.

Company Representations and Warranties.

The Manager, on behalf of the Company, represents and warrants to the Subscriber that:

The Company is duly formed and validly existing in good standing as a limited liability company under the laws of the state of Delaware. The Company has all requisite power and authority to carry on its business as proposed to be conducted as described in the LLC Agreement. The Manager is duly formed and validly existing as a limited liability company under the laws of the state of Delaware. The Manager has all requisite company power and authority to act as Manager of the Company and to carry out the terms of this Agreement and the terms of the LLC Agreement applicable to it.

The execution, delivery and performance of this Agreement have been authorized by all necessary action on behalf of the Company, and this Agreement is a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. The execution, delivery and performance of the LLC Agreement by the Manager have been authorized by all necessary action on behalf of the Manager and the Company. The LLC Agreement and any Side Letters are legal, valid and binding obligations of the Manager (and the Company, with respect to this Agreement), enforceable against the Manager (and the Company, with respect to this Agreement) in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.

Neither the Company nor anyone acting on its behalf has taken or will take any action that would subject the issuance and sale of the Company Interest to the registration requirements of the 1933 Act nor required to register as an “investment company” under the 1940 Act.

Based on the representations of Subscriber set forth in Section 3 herein and the comparable representations of the Other Investors in the Other Subscription Agreements, the Company is neither required to register the Company Interest (and any other limited liability company interests of the Company offered to Other Investors) under the 1933 Act.

No suit, action, claim, investigation or other proceeding is pending or, to the best of the Company’s or the Manager’s knowledge, is threatened against the Company or the Manager or the Affiliates of either of them which questions the validity of the LLC Agreement or this Agreement or any action taken or to be taken pursuant to the LLC Agreement or this Agreement.

Certificates.

The Subscriber understands and agrees that, unless otherwise determined by the Manager in its discretion, the Company Interest will not be represented by a certificate or similar document subject to Article 8 of the Uniform Commercial Code. If the Manager determines to have the Company Interest be represented by an instrument or certificate, such instrument or certificate may bear such legends as the Company may consider necessary or advisable to facilitate compliance with the 1933 Act or any state securities law, including, without limitation, legends stating that the Company Interest has not been registered under the 1933 Act or registered or qualified under any state securities law and setting forth the limitations on dispositions imposed thereby.

Indemnification.

To the extent permitted by law, the Subscriber hereby agrees to indemnify and defend the Company and the Manager, and each of their respective Affiliates, partners, members, shareholders, directors, managers, officers, employees, and agents, and hold them harmless, from and against any and all claims, liabilities, damages, costs and expenses (including, without limitation, court costs and attorneys’ fees) incurred on account of or arising out of:

Any breach of or inaccuracy in the Subscriber’s representations, warranties or agreements herein, including, without limitation, the defense of any claim based on any allegation of fact inconsistent with any of said representations, warranties or agreements;

Any disposition of any part or all of the Company Interest contrary to any of said representations, warranties or agreements; and

Any action, suit or proceeding based on (i) a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress under the 1933 Act or any other securities law, or

(ii) any disposition of any part or all of the Company Interest.

Power of Attorney.

The Subscriber hereby irrevocably makes, constitutes and appoints the Manager, with full power of substitution and resubstitution, as the true and lawful attorney-in-fact for the Subscriber and in the Subscriber’s name (as the Manager shall determine), place and stead and for the Subscriber’s use and benefit to sign, execute, deliver, certify, acknowledge, swear to, file, record and publish:

The LLC Agreement in substantially the form furnished by the Manager to the Subscriber and the Company’s Certificate of Formation, and any amendments to either of such documents as provided in the LLC Agreement;

Any other certificates, instruments, agreements and documents necessary to qualify or continue the Company as a limited liability company or a partnership

wherein Members have limited liability in the states or other jurisdictions where the Manager deems necessary or advisable;

All conveyances, assignments, documents of transfer or other instruments and documents necessary to effect the assignment of a Company Interest or the dissolution and termination of the Company in accordance with the LLC Agreement; and

All filings and submissions pursuant to any applicable law, regulation, rule, order, decree or judgment that, in the opinion of the said attorney, may be necessary or advisable in connection with the business of the Company.

The power of attorney granted herein is coupled with an interest; shall be irrevocable; shall survive the death, disability or incapacity of the Subscriber; shall be deemed given by each and every assignee and successor of the Subscriber; and may be exercised by said attorney by listing, or attaching a list of, the name of the Subscriber along with the names of other persons for whom said attorney is acting and executing the LLC Agreement and such other certificates, instruments and documents with the signature or signatures of said attorney, or an officer of the Manager on its behalf, acting as such attorney-in-fact for all of the persons whose names are so listed.

General Certification by Subscriber.

All information which the Subscriber has provided to the Company or the Manager concerning the Subscriber and its status, financial position and knowledge and experience of financial, tax and business matters, or, in the case of a Subscriber that is an entity, the knowledge and experience of financial, tax and business matters of the person making the investment decision on behalf of such entity, is correct and complete, to the Subscriber’s knowledge, as of the date set forth herein.

The Subscriber represents that all the information, financial or otherwise, which the Subscriber has furnished to the Company or the Manager in connection with this subscription, or which is set forth herein, including all representations, warranties and agreements contained herein (the “Subscriber Information”), is correct and complete, to the Subscriber’s knowledge, as of the date of this Agreement, and shall be correct and complete at the time such subscription is accepted by the Manager. Subscriber covenants and agrees that if there should be any material change in any Subscriber Information that would cause the Subscriber Information to become untrue or misleading in a material way, the Subscriber will immediately notify the Company and the Manager and furnish such revised or corrected information to the Manager. The Subscriber also covenants and agrees to provide the Manager with any additional information requested from time to time by the Manager as deemed necessary to determine (i) the eligibility of the Subscriber to hold a Company Interest or participate in certain Company investments, (ii) the Company’s or the Manager’s compliance with applicable

regulatory (including tax) requirements or (iii) the Company’s tax status. The Subscriber also agrees to provide the Company all information that otherwise may be reasonably requested by the Manager (and its affiliates) and the Company and its funds and portfolio investments (and their affiliates).

The Subscriber agrees that the representations, warranties and agreements contained in this Agreement, and all other information regarding the Subscriber set forth herein, may be used as a defense in any actions relating to the Company or the offering of the Company Interest, and that it is only on the basis of such representations, warranties, agreements and other information that the Manager may be willing to accept the Subscriber’s subscription for the Company Interest.

Conflicts of Interest.

The attorneys, accountants and other experts who perform services for the Manager may also perform services for the Company and other investment funds managed by an Affiliate of the Manager. It is contemplated that any such dual representation, if commenced, will continue. The Manager may, without the consent of any Member, execute on behalf of the Company any consent to the representation of the Company that counsel may request pursuant to the rules of professional conduct in the applicable jurisdiction. The Manager has retained Counsel (“Counsel”) in connection with the formation of the Company and the offering of the Company Interests and may retain Counsel as legal counsel in connection with the management and operation of the Company, including, without limitation, making, holding, and disposing of investments. Counsel will not represent the Subscriber or any other Member in connection with the formation of the Company or the Manager, the offering of the Company Interests, the management and operation of the Company or any dispute that may arise between any Member, on one hand, and the Manager and/or the Company on the other hand. The Subscriber acknowledges and agrees that Counsel is not providing any advice, opinion, representation, warranty or other assurance of any kind as to any matter to any Member.

All Subscribers acknowledge and agree that certain of them have previously been represented by, are presently represented by or in the future may be represented by Counsel, and to the extent any conflicts of interest exist or arise from such relationship and Counsel’ representation of, or work performed for, the Manager in connection with the formation of the Company and the transactions contemplated hereby, each Subscriber hereby waives any such conflict by executing this Agreement.

All investors acknowledge and agree that the Manager and its Affiliates will be subject to various conflicts of interest in carrying out the Manager’s responsibilities to the Company. Affiliates of the Manager may also be in competition with the Company or its investments. Other such funds may be formed in the future with objectives that are the same as or similar to the Company’s objectives. Investment funds formed in the future by affiliates of the Manager will compete with the Company for investments and for the time and attention of the manager, members, officers and employees of the Manager. Each Subscriber hereby waives any such conflicts of the Manager and its Affiliates by executing this Agreement.

Survival.

The representations, warranties and agreements contained in this Agreement (including any attachments and supplements) shall survive the execution of this Agreement by the Subscriber and acceptance of this Agreement by the Company.

Consent to Receive Electronic Delivery of Reports and Other Communications.

Subject to Subscriber’s consent below, at its discretion, the Company and the Manager may provide to Subscriber (or an agent designated by Subscriber) (i) statements, reports and all other communications relating to (A) the Company and/or (B) Subscriber’s investment in the Company, including capital account information about Company Interests, Commitment, Contribution and withdrawal activity, and annual and other updates of the Company’s consumer privacy policies and procedures and (ii) all communications relating to the Manager (including, if applicable, its privacy policy and any other communication required under the Advisers Act, or otherwise) (collectively, “Company Information”) in electronic form, such as through a file attached to an email sent to the email address provided by the Subscriber, or over a private internet site, in lieu of sending such Company Information as hard copies via fax or mail. For the avoidance of doubt, Subscriber’s consent under this Section 11 to the electronic receipt of Schedule K-1 or other tax information must be confirmed by Subscriber separately by checking the appropriate box in Attachment D to this Agreement). If the Company Information is made available over the internet, the Subscriber may be notified of its availability through an email sent to the email address provided by the Subscriber. Please note also that email messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with without the knowledge of the sender or the intended recipient. The Company and the Manager make no warranties in relation to these matters. Please note that the Company and the Manager reserve the right to intercept, monitor and retain email messages to and from their systems as permitted by applicable law. If Subscriber has any doubts about the authenticity of an email purportedly sent by the Company or the Manager, Subscriber would be required to contact the purported sender immediately. The Manager’s acceptance, on behalf of the Company, of the Subscriber’s Subscription is not conditioned on the Subscriber giving consent to electronic delivery of Company Information. The Subscriber agrees that it will be solely responsible for notifying the Company in writing of any change in its email address and that the Company may not seek to verify or confirm the Subscriber’s email address as provided. If the Subscriber does not have access to the internet or email, the Subscriber should not consent to electronic delivery of Company Information. The Subscriber may revoke its consent to electronic delivery of Company Information at any time upon written notice to the Company and receive all Company Information in paper format. The Subscriber may also request delivery of a paper copy of any Company Information by contacting the Company.

o   By checking this box, the Subscriber hereby agrees to receive Company Information in electronic form, at the Manager’s discretion, in lieu of a separate mailing of paper copies until such time as it no longer has the right to receive Company Information or it revokes its consent in writing.

Successors and Assigns.

The representations, warranties and agreements contained in this Agreement shall be binding on the respective successors, assigns, heirs and legal representatives of the Subscriber, and shall inure to the benefit of the respective successors and assigns of the Company and the Manager.

No Third-Party Beneficiaries; Counterparts.

This Agreement is not intended to confer upon any person, other than the parties hereto, any rights or remedies. This Agreement may be executed online or in separate counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

No Waiver.

No failure by any party hereto to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition hereof.

Governing Law.

This Agreement and the rights and obligations of the parties hereto shall be interpreted and enforced in accordance with and governed by the laws of Delaware applicable to agreements made and to be performed wholly within that jurisdiction, except to the extent superseded by federal law.

Number and Gender.

Whenever the context requires, the use of the singular number shall be deemed to include the plural and vice versa, each gender shall be deemed to include each other gender, and “person” shall be deemed to include a corporation, partnership, trust or other legal entity.

Entire Agreement.

This Agreement, with the LLC Agreement and the provisions of any Side Letter or similar agreement entered into between Manager or the Company and the Subscriber, and all of the exhibits and appendices attached hereto and thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof, and may be amended only by a writing executed by the Subscriber and the Manager.

Severability.

If any provision of this Agreement or the application thereof to any person or in any circumstances shall be held to be invalid, unlawful or unenforceable to any extent, the remainder of this Agreement, and the application of such provision other than to the persons or in the circumstances deemed invalid, unenforceable or unlawful, shall not be affected thereby, and each remaining provision hereof shall continue to be valid and may be enforced to the fullest extent permitted by law.

[Remainder of page intentionally left blank]

SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT

FOR

ALLIANCE MEDICAL FUND I LLC

IN WITNESS WHEREOF, the undersigned Subscriber has executed this Subscription Agreement for the purchase of the Company Interest as of the dates written below.

Individual Investor

(Name of Subscriber)

Investors other than individuals

(Name of Subscriber)



By:

(Signature)

Name:

Title:

Date:

Date:

Co-Investors (spouses, etc.), if

Additional signatories, if applicable

applicable

By:

(Print name of Co-Investor)

Name:

Title:

(Signature)

Date:

Amount of Capital Commitment: $

[Please provide Subscriber Contact Information on Attachment A to this Agreement]

MEMBER SIGNATURE PAGE TO THE LLC AGREEMENT

OF

ALLIANCE MEDICAL FUND I LLC

The undersigned, desiring to become a Member of Alliance Medical Fund I LLC, a Delaware limited liability company, hereby becomes a party to the Limited Liability Company Agreement (the “LLC Agreement”). The undersigned hereby agrees to all the provisions of the LLC Agreement, and agrees that this signature page may be attached to any counterpart copy of the LLC Agreement.

(Signature)

Member’s name and address:

Amount of Capital Commitment:

Member’s Social Security or Federal Tax Identification Number:

Dated:

ACCEPTANCE OF SUBSCRIPTION FOR

ALLIANCE MEDICAL FUND I LLC

The foregoing Subscription Agreement is hereby accepted upon the terms and conditions set forth herein.

Amount of Capital Commitment accepted by the Manager: $

If the Subscription Agreement is executed by the Company and the preceding line is left blank, the Manager has accepted the Subscriber’s subscription for a total Capital Commitment in the amount set forth on the Subscriber’s signature page to the Subscription Agreement.

ATTACHMENT A TO SUBSCRIPTION AGREEMENT

Subscriber Information



Name of Subscriber

Address of Subscriber

Country of Residence / State of Incorporation

Taxpayer Identification Number or Social Security Number

Total Amount of Subscription (in $)

Information pertaining to the financial institution from which the Subscriber’s capital contributions will be paid to the Company

Account Name

Name and Address of Financial Institution

Contact Information



Name of Contact and Position or Title of Contact / Relationship to Subscriber

Address of Contact

Telephone Number

Facsimile Number

E-Mail Address

  Distribution Information

ACH Transfer

Bank/ABA Number

Account Name

Account Number

ATTACHMENT B TO SUBSCRIPTION AGREEMENT

Instructions for Certificate of Non-Foreign Status

Please complete the attached form based upon the Subscriber’s status to certify that the Subscriber is not a foreign person. A Subscriber that is a foreign person for U.S. federal income tax purposes should not complete the Certificate of Non-Foreign Status. If the Subscriber is a disregarded entity or a grantor trust, then the Certificate of Non-Foreign Status should be completed by the Subscriber’s owner.

ATTACHMENT B TO SUBSCRIPTION AGREEMENT

CERTIFICATE OF NON-FOREIGN STATUS

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform a transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by the Subscriber or the Subscriber’s Owner, as applicable, the undersigned hereby certifies the following:

This certification is completed by or on behalf of [circle one that applies] the Subscriber/ the Subscriber’s owner (as referred to herein as the “U.S. Taxpayer”).

The U.S. Taxpayer is not a nonresident alien, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations) for purposes of U.S. income taxation;

If the U.S. Taxpayer is an entity, it is not a disregarded entity as defined in § 1.1445-2(b)(2)(iii);

The U.S. taxpayer identification number (social security number or employer identification number, as applicable) of the U.S. Taxpayer is   ; and

The U.S. Taxpayer’s home address or office address and place of incorporation, as applicable, is:

The U.S. Taxpayer agrees to inform the Company if it becomes a foreign person at any time during the three years immediately following the date of this certificate. The U.S. Taxpayer understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

[signature page follows]

ATTACHMENT B TO SUBSCRIPTION AGREEMENT

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete. If I am signing on behalf of a U.S. Taxpayer that is an entity, I further declare that I have the authority to sign this document on behalf of the U.S. Taxpayer.

Name of U.S. Taxpayer:

Name of Investor (print)

By: Signature, if Investor is an individual

By: Signature, if executing on behalf of entity

Dated:

Name:    Title:

ATTACHMENT C TO SUBSCRIPTION AGREEMENT

Qualified Plan Investor Status

The Subscriber hereby represents and warrants, pursuant to Section 3(s) of the attached Subscription Agreement, that except as otherwise disclosed in writing to the Manager:

the Subscriber is not investing the assets of a participant-directed defined contribution plan and, at the time of the initial investment, neither the Company nor the Manager is a fiduciary or party-in-interest with respect to such Subscriber;

the Subscriber is not investing the assets of an employee benefit plan that is both voluntary and contributory;

the purchase of the Company Interest is in accordance with the documents and instruments governing the plan(s) whose assets the Subscriber is investing;

the Subscriber’s Capital Commitment to purchase the Company Interest does not, in the aggregate, constitute more than 10 percent of the fair market value of the assets of the plan whose assets the Subscriber is investing;

the purchase of the Company Interest will not constitute a prohibited transaction under ERISA, the Code or similar law to which the Subscriber is subject;

the decision to invest in the Company was made by a fiduciary (within the meaning of section 3(21) of ERISA) of the Subscriber that is unrelated to the Company, the Manager or any of their respective employees, representatives or affiliates and which is duly authorized to make such an investment decision on behalf of the Subscriber (“Subscriber Fiduciary”), and the Subscriber and the Subscriber Fiduciary acknowledge and agree that the Subscriber and the Subscriber Fiduciary have not relied on, and are not relying on, the investment advice of the Manager or any of their respective employees, representatives or affiliates with respect to the Subscriber’s decision to invest, or continue or terminate any investment, in the Company;

none of the Manager or the Company or any of their employees, members, stockholders, partners, representatives, agents or Affiliates has exercised any discretionary authority or control with respect to the investment by such Subscriber in the Company, nor have any of the foregoing rendered individualized investment advice to the Subscriber based on the Subscriber’s investment policies or strategy or diversification goals;

the fiduciaries of the Subscriber have made all inquiries necessary to fulfill their fiduciary duties under ERISA or other such law, and have been furnished with any materials they have requested relating thereto, and have been afforded the opportunity to ask and receive answers to any questions and obtain any additional information necessary to fulfill such duties, and have received complete and satisfactory answers to all such questions and inquiries; and

the Subscriber has delivered to the Manager, and from time to time hereafter will deliver to the Manager, in writing, all of the information that the Manager may request in order to avoid violations of any provision of ERISA, the Code or other law to which the Subscriber is subject, and promptly will notify the Manager, in writing, of any change in the information so furnished.

ATTACHMENT D TO SUBSCRIPTION AGREEMENT

Consent to Receive Schedule K-1 Electronically

Alliance Medical Fund I Manager LLC, (the “Manager”) and Alliance Medical Fund I LLC (the “Company”) may, at their discretion, offer the opportunity for Investors of the Company to receive in electronic format in lieu of paper IRS Schedule K-1, “Partner’s Share of Income, Deductions, Credits, Etc.,” and other tax information relating to the Company otherwise required to be provided to you by the Manager in a paper format.

This Consent Statement provides the disclosures required by IRS Revenue Procedure 2012-17 (the “Revenue Procedure”). In accordance with the Revenue Procedure, if you return an executed version of this Consent Statement with your Subscription Agreement for the Company in accordance with the instructions accompanying the Subscription Booklet to which this Consent Statement is attached (including delivery of a PDF version by email), this statement will constitute your consent to receive in an electronic format Schedule K-1s and other tax information from the Manager relating to the Company.

Notice of affirmative consent requirement for electronic delivery of Schedule K-1s and other tax information

In order to receive electronic Schedule K-1s and other tax statements from the Manager relating to the Company (collectively, “tax statements”) via email, you must provide your acknowledgement and consent as set forth in this notice. However, if you would like to receive a paper copy of tax statements, please indicate in this same notice that you are declining the consent to receive tax statements and provide your mailing address.

Scope and duration of consent

Only one consent is required for your investment in the Company. The consent is applicable for the tax year ending December 31, 2022 and for all subsequent years until the consent is withdrawn.

Post-consent request for a paper statement

You may subsequently request a paper copy of any tax statements via email to the Manager. Such request will not be treated as a withdrawal of the consent.

Withdrawal of consent

You may request to withdraw the consent via letter or email to the Manager. The withdrawal of consent will be effective either on the date it is received by the Company or on a subsequent date determined by the Company. The Company will confirm the withdrawal and the date on which it takes effect via email. A withdrawal of the consent does not apply to tax statements furnished electronically to you before the date on which the withdrawal of consent takes effect.

Notice of termination

The consent will terminate for the Company upon your withdrawal from the Company or upon a dissolution or termination of the Company.

Updating information

You must inform the Company of any updated contact information, including email address, mailing address and phone number, as soon as possible.

ATTACHMENT D TO SUBSCRIPTION AGREEMENT

Consent to Receive Schedule K-1 Electronically

The Manager will inform you of any change in its contact information. If your contact information changes, you must promptly notify Manager in writing (electronically or in a paper format) at the following address: Alliance Medical Fund I LLC, 1616 W 12th St, Austin, TX 78703.

Hardware and software requirements

The electronic tax statements will be delivered via email in PDF format in a zip file. You should have appropriate computer hardware/software to access, print, and retain the tax statements. The tax statements may be required to be printed and attached to federal, state, or local income tax returns. Please consult your tax adviser.

By checking this box, I hereby consent to receive Schedule K-1s and other tax statements relating to the Company from the Manager via email for investment in the Company. The consent is applicable for the tax year ending December 31, 2022 and for all subsequent years.

[signature page follows]

ATTACHMENT D TO SUBSCRIPTION AGREEMENT

Consent to Receive Schedule K-1 Electronically

The undersigned has read and understands this Consent Statement and, by signing this document, consents to receive tax statements relating to the Company from the Manager in an electronic format from the date hereof until this Consent Statement is withdrawn.

Name of Investor (print)

By: Signature, if Investor is an individual

By: Signature, if executing on behalf of entity

Name:

Dated:    Title:

ATTACHMENT E TO SUBSCRIPTION AGREEMENT

ACCREDITED INVESTOR VERIFICATION

The limited liability company interests (“Interests”) in Alliance Medical Fund I LLC, a Delaware limited liability company (the “Company”) are being sold only to “accredited investors” (“Accredited Investors”) as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The purpose of the attached Accredited Investor Representation Letter (the “Letter”) is to collect information from you to determine whether you are an Accredited Investor and otherwise meet the suitability criteria established by the Company for investing in the Interests.

As part of verifying your status as an Accredited Investor, you must either access the online portal maintained by the Company’s third-party fund administrator to make certain statements and provide certain supporting information regarding your qualifications as an Accredited Investor or complete, sign, and return the Accredited Investor Representation Letter provided below.

The nature of this Company’s offering of Interests and the requirements of the exemption from registration of the Interests on which the Company is relying impose obligations on the Company to verify that each investor is in fact an Accredited Investor.

All of your statements in the Letter and all required supporting documentation delivered by you or on your behalf in connection with the Letter (collectively, the “Investor Information”) will be treated confidentially. However, you understand and agree that the Company may present the Investor Information to its legal, accounting, and financial advisors and such parties as it deems appropriate to establish that the issuance and sale of the Interests (a) is exempt from the registration requirements of the Securities Act or (b) meets the requirements of applicable state securities laws.

You understand that the Company, the Manager, and counsel engaged on behalf of the Company will rely on your representations and other statements and documents included in the Investor Information in determining your status as an Accredited Investor, your suitability for investing in the Interests, and whether to accept your subscription for the Interests.

The Company reserves the right, in its sole discretion, to verify your status as an Accredited Investor using any other methods that it may deem acceptable from time to time. However, you should not expect that the Company will accept any other such method. The Company may refuse to accept your request for investment in the Interests for any reason or for no reason.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

ALLIANCE MEDICAL FUND I LLC ACCREDITED INVESTOR REPRESENTATION LETTER

Alliance Medical Fund I LLC

c/o Alliance Medical Fund I Manager LLC 2201 Waukegan Rd. Suite 120

Bannockburn, IL 60015

Dear Alliance Medical Fund I Manager:

I am submitting this Accredited Investor Representation Letter (the “Letter”) in connection with the offering of limited liability company interests (the “Interests”) in Alliance Medical Fund I LLC (the “Company”). I understand that the Interests are being sold only to accredited investors (“Accredited Investors”) as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

I hereby represent and warrant to the Company that I qualify as an Accredited Investor on the basis that:

(You must choose Part A OR B below AND check the applicable boxes.)

A.

I am a NATURAL PERSON and:

(An investor using this Part A must check box (1), (2), OR (3).)

[ ]

(1)

Income Test: My individual income exceeded $200,000 in each of the two most recent years or my joint income together with my spouse or spousal equivalent exceeded $300,000 in each of those years;

and

I reasonably expect to earn individual income of at least $200,000 this year or joint income with my spouse or spousal equivalent of at least

$300,000 this year.

To support the representation in A(1) above: (You must check box (a), (b) OR (c).)

[ ]

(a)

I will deliver to the Company copies of Form W-2, Form 1099, Schedule K-1 of Form 1065 or a filed Form 1040 for each of the two most recent years showing my income or my joint income with my spouse or spousal equivalent as reported to the IRS for each of those years. I understand that I may redact such documents to avoid disclosing personally identifiable information, such as Social Security numbers, that is not necessary to confirm annual income.

OR

[ ]

(b)

My salary or my joint salary with my spouse or spousal equivalent is publicly available information that has been reported in a document made available by the

U.S. government or any state or political subdivision thereof (for example, reported in a filing with the Securities and Exchange Commission) and I will deliver to the Company copies of such publicly available materials identifying me or me and my spouse or

spousal equivalent by name and disclosing the relevant

salary information for each of the two most recent years.

OR

[ ]

(c)

In accordance with the procedures described below under the heading “Independent Third-Party Verification,” I will assist in arranging for a registered broker-dealer, SEC-registered investment adviser, licensed attorney, certified public accountant, or a nationally-recognized Accredited Investor verification service approved by the Company to deliver to the Company written confirmation of my status as an Accredited Investor based on my individual income or my joint income together with my spouse or spousal

equivalent.

[ ]

(2)

Net Worth Test: My individual net worth, or my joint net worth together with my spouse or spousal equivalent, exceeds $1,000,000.

For these purposes, “net worth” means the excess of:

my total assets at fair market value (including all personal and real property, but excluding the estimated fair market value of my primary residence)

minus

my total liabilities.

For these purposes, “liabilities”:

exclude any mortgage or other debt secured by my primary residence in an amount of up to the estimated fair market value of that residence; but

include any mortgage or other debt secured by my primary residence in an amount in excess of the estimated fair market value of that residence.

I confirm that my total individual liabilities, or my total joint liabilities together with my spouse or spousal equivalent, do not exceed

$ . I represent that all liabilities necessary to determine my individual net worth, or my joint net worth together with my spouse or spousal equivalent, for the purpose of determining my status as an Accredited Investor are reflected in the dollar amount in the preceding sentence.

In addition, I confirm that I have not incurred any incremental mortgage or other debt secured by my primary residence in the 60 days preceding the date of the Letter, and I will not incur any incremental mortgage or other debt secured by my primary residence prior to the date of the closing for the sale of the Interests. I agree to promptly notify the Company if, between the date of the Letter and the date of the closing for the sale of the Interests, I incur any incremental mortgage or other debt secured by my primary residence. (NOTE: If the representation in the first sentence of this paragraph is untrue or becomes untrue prior to

the date of the closing for the sale of the Interests, you may still be able to invest in the Interests. However, you must first contact the Company

for additional instructions on how to calculate your net worth for purposes of this offering.)

To support the representations in A(2) above: (You must check box (a) OR (b).)

[ ]

(a)

I will deliver to the Company:

Copies of bank statements, brokerage statements, other statements of securities holdings, certificates of deposit, tax assessments, and/or appraisal reports issued by independent third parties that show my individual assets or my joint assets together with my spouse or spousal equivalent;

and

A copy of a consumer credit report for me (or copies of consumer credit reports for me and my spouse or spousal equivalent) issued by TransUnion, EquiFax or Experian.

I understand that each document described in paragraphs (i) and (ii) above must be dated no earlier than three months prior to the date of the closing for the sale of the Interests. I understand that I may redact any of these documents to avoid disclosing personally identifiable information, such as Social Security numbers, that is not necessary to confirm net worth.

OR

[ ]

(b)

In accordance with the procedures described below under the heading “Independent Third-Party Verification,” I will assist in arranging for a registered broker-dealer, SEC-registered investment adviser, licensed attorney, certified public accountant, or a nationally-recognized Accredited Investor verification service approved by the Company to deliver to the Company written confirmation of my status as an Accredited Investor based on my individual net worth or my joint net worth together with my spouse or spousal equivalent.

[ ]

(3)

Company Insider or Verifiable Professional:

[ ] I am a director, executive officer, knowledgeable employee of the Company, or manager of the Company or a director, executive officer, or manager of the Manager.

[ ] I hold and maintain in good standing with a verifiable professional certification, designation, or credential as designated by the SEC via Commission Order or, any one of the following securities licenses: Series 7, Series 65, Series 82.

B.

I am a LEGAL ENTITY that is:

(An investor using this Part B must check at least one box below. NOTE: An investor that checks any of boxes B(1) through B(12) must contact the Company for additional instructions.)

[ ]

(1)

A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.

[ ]

(2)

A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.

[ ]

(3)

An insurance company as defined in the Securities Act.

[ ]

(4)

An investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”).

[ ]

(5)

A business development company as defined in Section 2(a)(48) of the Investment Company Act.

[ ]

(6)

A private business development company as defined in the Investment Advisors Act of 1940.

[ ]

(7)

A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or 301(d) of the Small Business Investment Act of 1958.

[ ]

(8)

An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the Interests, with total assets in excess of $5,000,000.

[ ]

(9)

A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of

$5,000,000.

[ ]

(10)

Or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA,

(ii) a plan described in Section 4975(e)(1) of the Code or (iii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Keogh plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or U.S. entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act and in which 25% or more of the value of any class of equity interests is held by a benefit plan investor (including an entity which is deemed to hold the assets of any employee benefit plan or Non-ERISA Plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101.

For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interests held by a person (other than such a plan or entity) who has discretionary authority or control with

respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such

assets, or any affiliates of such person, is disregarded.

[ ]

(11)

Or is acting on behalf of, an employee benefit plan that is subject to ERISA or is a plan described in Section 4975(e)(1) of the Code (including a trust described in Section 401(a) of the Code which forms part of a plan, or a plan described in Section 403(a) of the Code, which trust or plan is exempt from tax under Section 501(a) of the Code, an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an Archer MSA described in Section 220(d) of the Code, a health savings account described in Section 223(d) of the Code, or a Coverdell education savings account described in Section 530 of the Code), or are an entity deemed to hold the assets of any such plan or plans, if the investment decision is made by a plan fiduciary, as defined in such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, the investment decisions are made solely by persons that are Accredited Investors.

[ ]

(12)

Any of the following entities:

[ ] A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, whose purchase is directed by a “sophisticated” person as described in Section 506(B)(b)(2)(ii) of the Code; and/or limited liability companies with $5 million in assets, SEC- and state-registered investment advisers, exempt reporting advisers, and rural business investment companies (RBICs); or

[ ] Indian tribes, governmental bodies, funds, and entities organized under the laws of foreign countries, that own “investments,” as defined in Rule 2a51-1(b) under the Investment Company Act, in excess of

$5,000,000 and that was not formed for the specific purpose of investing in the securities offered; or

[ ] “Family Offices” with at least $5,000,000 in assets under management and their “family clients,” as each term is defined under the Investment Advisers Act.

[ ]

(13)

An entity in which all of the equity owners are Accredited Investors.

(NOTE: If box (13) is checked, each equity owner of the entity must individually complete and submit to the Company its own copy of the Letter.)

SUPPORTING DOCUMENTATION

I understand that the Company may request additional supporting documentation from me in order to verify my status as an Accredited Investor and I hereby agree to promptly provide any such additional supporting documentation.

I further understand that, even if I complete and execute the Letter and provide all additional supporting documentation requested by the Company, the Manager may in its sole discretion refuse to accept my subscription for the Interests for any reason or for no reason.

RELIANCE ON REPRESENTATIONS; INDEMNITY

I understand that the Company, the Manager, and their respective counsels are relying upon my representations in the Letter and upon the supporting documentation to be delivered by me or on my behalf in connection with the Letter (collectively, the “Investor Information”). I agree to indemnify and hold harmless the Company, the Manager, and their respective officers, managers, partners, shareholders, members, directors, employees, and agents, and any person who controls any of the foregoing, against any and all loss, liability, claim, damage and expense (including reasonable attorneys’ fees) arising out of or based upon any misstatement or omission in the Investor Information or any failure by me to comply with any covenant or agreement made by me in the Investor Information.

SHARING OF INVESTOR INFORMATION

I understand and agree that the Company may present the Investor Information to its legal, accounting, and financial advisors and such parties as it deems appropriate to establish that the issuance and sale of the Interests (a) is exempt from the registration requirements of the Securities Act or (b) meets the requirements of applicable state securities laws.

INVESTOR’S SIGNATURE

Individual(s):

Print Name

Entity:

Print Name of Entity

Signature

Signature

Print Name of joint Investor, if applicable

Title or Capacity

Signature of joint Investor, if applicable

Date:

Date:

SPOUSE’S OR SPOUSAL EQUIVALENT’S SIGNATURE

(NOTE: The investor’s spouse need only sign the Letter if the investor is a natural person proving its Accredited Investor status based on joint income or joint net worth with such spouse under Part A(1)(a) or Part A(2)(a) above. A spouse who signs the Letter makes all representations set out in the Letter, including those relating to joint income or joint net worth, as applicable, on a joint and several basis.)

Spouse or Spousal Equivalent:

Print Name

Signature

Date:

UNITED STATES INTERNAL REVENUE SERVICE FORM W-9

[See attached]
Type of Offering
Subscription Agreement *
I acknowledge that I have read the Subscription Agreement.

Basic Info

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Subscriber Name *
Type of Shares: Common

Investment Amount: $ USD

E-signature (Type Full Legal Name as Displayed Below)
E-signature (Type Full Legal Name as Displayed Below)

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If you are an accredited investor, check the "I am an accredited investor" box.
Accredited Investor
I am an accredited investor

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Investor Information
Investing As *
Title *
Name *
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Investors must be at least 18 years old.
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Identity Check

Our FINRA Broker Dealer is required to keep on file a form that accurately describes who you are. This is "Know Your Client" information.

Document for Identity Check *
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Client Relationship Summary (CRS) Document

Castle Placement, LLC. (“Castle”, “we”, or “us”) is a registered with the Securities and Exchange Commission as a broker-dealer and member of FINRA/SIPC. This disclosure includes information about Castle’s services, fees and costs, and conflicts of interest that we are required to provide to you, as a retail investor. PLEASE RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS Investment products offered through Castle are not insured by the FDIC or any other federal government agency, are not deposits or other obligations of, or guaranteed by, a bank or any bank affiliate, and are subject to investment risks, including possible loss of the principal amount invested. Investments in equity crowdfundings and private placements are extremely illiquid, and your entire investment amount could be lost. Castle does not make recommendations of securities to investors The company issuing securities is Castle’s client If you are an investor, you are not a customer or client of Castle Brokerage and investment advisory services differ, and that it is important for you to understand these differences. We are not an investment advisor and do not provide investment advisory services, portfolio management, or advice or recommendations about your overall investment portfolio or the types of account(s) you should have. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers. What Investment Services and Advice can you Provide Me? We do not provide any investment services, advice or recommendations to you. Castle Investment Offerings: Our equity crowdfunding and private placement brokerage services include Regulation A+ broker/dealer services, Regulation Crowdfunding broker/dealer services, Regulation D broker/dealer services, and other investment banking services. All transactions are done on an agency basis by Castle. Castle’s client is the issuer and Castle gets paid its fee from the issuer. Castle Brokerage Services: Castle’s brokerage services include a variety of investment banking services. We do not provide you with investment recommendations. Castle acts in its capacity as a broker/dealer on behalf of its client, the issuer. We do not have a fiduciary obligation to you as an investor. Limits on Monitoring and Investment Discretion: Castle does not exercise discretionary investment authority for you (i.e., make decisions to buy or sell your investments without your direction) or monitor your investments for you. Accordingly, you are responsible for reviewing your investments to make sure your investments are appropriate for you, taking into consideration your current financial situation, existing investment portfolio, age, target returns, investment goals, and risk tolerance. Castle does not make recommendations of securities to investors. The company issuing securities is Castle’s client. If you are an investor, you are not a customer or client of Castle. Do you Provide Investment Services, Advice, or Recommendations to Me? No. We do not provide recommendations. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide you. Here is an example to help you understand what this means: Compensation we receive from issuers of securities when we sell certain investments. We only offer agency brokerage services to retail investors, including executing transactions in private placements and other exempt offerings under Reg CF, Reg A+, and Reg D, for issuers we represent. We do not offer investment services, advice or recommendations. We do not open brokerage accounts for investors. For further clarification, as a retail investor that is considering or actually does invest in a transaction listed on Castle’s website or otherwise marketed by us, you are not our client. Our client is the issuer of the securities. Any services provided by Castle to retail investors are done so on behalf of our client, the issuer of these securities. Since retail investors in these securities are not clients of Castle and do not have accounts with Castle, Castle does not obtain any investor’s specific investment profile or circumstances (current investment portfolio, income, expenses, dependents, health, goals, risk tolerance, return objectives, other obligations/liabilities, etc.). Therefore, Castle is not in a position to, and does not, make any recommendations as to whether these securities are appropriate for a specific investor or in a specific investor’s best interest. Further, any advertisements, emails and/or any other communication received by retail investors in connection with offerings contain information and representations from the Issuer – they are not recommendations by Castle to purchase these securities or representations made by Castle, and they are not a call to action for you to invest. Your decision to invest is yours alone, with the help of your professional and legal advisors. Limitations to these offerings include: they are extremely risky and you could lose your entire investment; they are illiquid and speculative; they may not be suitable for you; the required minimum investment may be high; some offerings are only available to accredited investors or are subject to other restrictions; and fees and expenses are higher than other investments, and will reduce your return of and/or on your investment. Other risks are described more fully on our website, and in the offering materials for each investment. A particular risk to our business model is that we do not offer a diversified menu of private investments; we narrowly focus on offering securities of issuers for which we serve as managing dealer or placement agent, and the scope of our product offering is therefore limited compared to a broker that is offering you recommendations or advice. Our brokerage business is narrowly focused on the sale of securities issued by the companies that we represent. We are an issuer’s agent, which means that unless we have a written agreement with you to the contrary, we are not your agent and we do not give advice or make recommendations about specific securities, types of securities or investment strategies involving securities to you. To the extent that a solicitation or call to action is deemed to be a recommendation under U.S. law or regulation, you should be aware that we are inherently conflicted with your interests, and you should seek advice from an investment advisor or a broker who will act as your agent. What Fees Will I Pay? Brokerage Services: The primary fees you pay for Castle’s brokerage services are “transaction-based” fees. These fees are typically called “commissions” or “brokerage fees”. These fees vary depending on the investment product you select, the capacity in which we act, and the size of the transaction, and are charged up-front when you purchase the investment. You pay fees in connection with your investments, directly or indirectly through the issuer (or its sponsor) that has retained us, through which you make your investment. These fees vary depending on the issuer and type of security. Review the offering materials for each offering for a full discussion of fees and costs. Since we are the agent of the issuers, and are compensated by the issuers, we have a conflict of interest in that we have an incentive to sell you securities from which we stand to profit most. Certain securities pay us, as broker, higher fees than others, and this creates an incentive for us to sell you securities on which we receive higher fees. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. If you lose money on your investment, the fees paid will increase those losses. Contact us for more information if you have questions about fees or expenses related to a product or service. We do not provide advice or recommendations about securities, investment strategies, or investment accounts. If you seek such advice, you should establish a relationship with an investment advisor or broker to serve as your agent. If a solicitation or call to action were deemed to be a recommendation under U.S. law or regulations, then we would be subject to Regulation BI and we would be required to act in your best interest and not put our interest ahead of yours. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they could affect your investment results. Description of Other Fees and Costs: None What are Your Legal Obligations to Me when Providing Recommendations? How else does your Firm Make Money and what Conflicts of Interests do you Have? Castle does not make any recommendations whatsoever regarding your investment. All of our activities are done in a broker-dealer capacity. We are not an investment adviser and we do not provide investment advisory services. A conflict of interest is a situation in which Castle engages in a transaction or activity where our interest is materially averse to your interest. Potential conflicts of interest may exist when we provide services to you. The mere presence of a conflict of interest does not imply that harm to your interests will occur, but it is important that we acknowledge the presence of such conflicts. Moreover, our regulatory obligations require that we establish, maintain, and enforce written policies and procedures reasonably designed to address potential conflicts of interest associated with any recommendations to you. We take these obligations very seriously. It is important for investors to understand that the investor is not a customer or client of Castle, and Castle does not make recommendations of securities to investors. Furthermore, when someone invests in one of our transactions Castle receives a success fee (a percentage of the amount invested) from the issuer. This creates an inherent conflict of interest for Castle, and the investor should consider this when making his or her investment decision. Typically, our conflicts of interest are the result of compensation structures and other financial arrangements among Castle, our Registered Representatives, and our clients. Securities rules allow for us, our Registered Representatives, and our affiliates to earn compensation when we provide brokerage services to you. However, the compensation that we and our Registered Representatives receive varies based upon the product or service you purchase, which may create a financial incentive to recommend investment products and services that generate greater compensation to Castle. This could significantly impact your investment returns. Castle is committed to taking appropriate steps to identify, mitigate and avoid conflicts of interest. Below you will find additional information related to potential conflicts of interest. This information is not intended to be an all-inclusive list of potential conflicts, but generally describes those conflicts that may be material to you as an investor in Castle transactions. In addition to this disclosure, conflicts of interest are disclosed to you in various agreement(s) and disclosure documents and other information we make available to you, including on our website at www.castleplacement.com. How do Your Financial Professionals Make Money? Castle has both salaried personnel and independent contractors. Our salaried personnel (some of whom are registered representatives) receive a salary and discretionary bonus based upon their individual performance and firm performance. Our employees are prohibited from giving advice or making recommendations with respect to securities or investment strategies. Our independent contractors are registered representatives. They receive a portion of upfront fees paid to us, and commissions for the sales of securities issued. Our registered representatives, like our employees, are prohibited from giving advice or making recommendations with respect to securities or investment strategies. All of our employees and independent contractors are agency brokers, not advisors. Compensation is tied directly or derives from sales by us, which significantly makes worse the conflicts of interest described herein. Do You or Your Financial Professionals Have Legal or Disciplinary History Yes. While the firm does not have a legal or disciplinary history, certain registered representatives have a legal or disciplinary history to report. See investor.gov/CRS and brokercheck.finra.org/. CONVERSATION STARTERS: Ask your financial professional: • How are you and your firm compensated? Are there any conflicts? • What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean? • Given my financial situation, should I choose a brokerage service? Why or why not? • How will you choose investments to recommend to me based on my financial situation? • What services do you and your firm offer? • Who is my primary contact person? Is he or she a representative of an investment advisor or broker dealer? Who can I talk to if I have concerns about how this person is treating me? • Help me understand how these fees and costs might affect my investments? 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Alliance Medical Fund I LLC SUBSCRIPTION AGREEMENT

Alliance Medical Fund I LLC 2201 Waukegan Rd. Suite 120

Bannockburn, IL 60015 Dear Sirs:

This Alliance Medical Fund I LLC Subscription Agreement (this “Agreement”) is entered into by and among, Alliance Medical Fund I LLC, a Delaware limited liability company (the “Company”); Alliance Medical Fund I Manager LLC, a Delaware limited liability company (the “Manager”); and the undersigned subscriber (the “Subscriber”). Capitalized terms used but not defined herein shall have the meanings set forth in the LLC Agreement (defined below).

Subscription for a Limited Liability Company Membership Interest; Obligations Under LLC Agreement.

Subject to acceptance by the Manager and the terms and conditions of this Agreement, the Subscriber hereby (i) irrevocably subscribes (“Subscription”) for and agrees to purchase a limited liability company interest in the Company (the “Company Interest”) in the amount set forth on the “Amount of Capital Commitment” line on the Subscriber’s signature page hereto, (ii) agrees to become a member of the Company (“Member”) and be bound by all of the terms of the Limited Liability Company Agreement of Alliance Medical Fund I LLC, substantially in the form separately furnished to the Subscriber (the “LLC Agreement”), and

(iii) agrees to perform all obligations in the LLC Agreement imposed upon a Member with respect to the Company Interest, including making capital contributions (“Contributions”) to the Company in accordance with the terms thereof, including without limitation additional amounts in the case Subscriber is admitted at a Subsequent Closing.

The Subscriber understands that this Subscription, when and if accepted by the Manager, will be irrevocable and will constitute a commitment to contribute to the Company the amount of the Subscription accepted by the Manager (the “Capital Commitment”), plus any additional amounts required to be paid by the Subscriber pursuant to the LLC Agreement if the Subscriber is making this Subscription or increasing the Capital Commitment after the Initial Closing. The Subscriber shall be admitted as a Member at the time this Agreement is accepted and executed by the Manager, which shall be at the Initial Closing or a Subsequent Closing. The Subscriber acknowledges that this Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Company and that it may not

be withdrawn by the Subscriber unless the Manager rejects this Agreement. The Subscriber acknowledges that this Agreement may be accepted or rejected by the Manager, in whole or in part, in its sole discretion on behalf of the Company. The Subscriber acknowledges and understands that if this Subscription is accepted by the Company, the Company Interest issued to Subscriber will be a Class A limited liability company interest or Class B limited liability company interest, or Class C limited liability company interest, depending on the amount of the Capital Commitment and as determined by the Manager in accordance with the LLC Agreement.

The Company and the Subscriber hereby agree that this Agreement shall not become effective against the Company unless and until the Manager has accepted this Agreement by delivering a notice of acceptance to the Subscriber. The Manager, upon acceptance of this Agreement, will forward to the Subscriber a notice of acceptance consisting of the Acceptance of Subscription page attached hereto executed by the Manager. Any partial rejection of the subscription shall be effective upon execution of such acceptance for a smaller Commitment than that originally requested by the Subscriber.

The Company reserves the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Company of any additional documents requested by the Company in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the existence of the Subscriber, the legality of an investment in the Company by the Subscriber, the authority of the person executing this Agreement on behalf of the Subscriber and the enforceability against the Subscriber of its obligations under this Agreement and the LLC Agreement.

The Subscriber understands that the Company has entered into or expects to enter into separate subscription agreements with other investors (“Other Investors”), which agreements are or shall be substantially similar in all material respects to this Agreement (the “Other Subscription Agreements”), providing for the admission of the Other Investors as Members in the Company. This Agreement and the Other Subscription Agreements are separate agreements, and the sale arrangements between the Company and the Other Investors are separate sales. The Subscriber also acknowledges that the Manager may enter into side letters with certain Members (which may include the Subscriber) which amend and supplement certain provisions of the LLC Agreement as it applies to such Members (“Side Letters”).

Execution of LLC Agreement; Initial Payment of Capital Commitment.

If this subscription is accepted, in order to effect the admission of the Subscriber as a Member of the Company, the Subscriber herewith delivers to the Manager a counterpart signature page to the LLC Agreement, duly executed by the Subscriber, and hereby irrevocably authorizes the Manager to (i) annex said

signature pages to the LLC Agreement and (ii) enter Subscriber’s name on Schedule A to the LLC Agreement as holder of the Company Interest.

If this subscription is accepted, the Subscriber will deliver funds to the Company (subject to the terms and provisions of the LLC Agreement) on the date and in the amount designated by the Manager (not to exceed Subscriber’s Commitment) by written notice given to the Subscriber, in payment of its Commitment required thereunder.

Representations, Warranties and Agreements of Subscriber.

In connection with the Subscriber’s Subscription for a Company Interest, the Subscriber hereby represents, warrants, acknowledges and agrees as of the date hereof and through and including each date that this Agreement is accepted in whole or in part by the Manager as follows:

The Company Interest will be held under the following type of ownership [The Subscriber must check the appropriate box set forth below and provide any information requested]:

Individual

Joint Tenants with Rights of Survivorship

Tenants-in-Common

Community Property

Revocable Living Trust with   Grantors

Irrevocable Trust

Partnership or Corporation

Limited Liability Company

Self Directed Individual Retirement Account (“IRA”)

SEP/Keogh/Employee Benefit Plan

Other:

The Company Interest is being purchased by the Subscriber with the Subscriber’s own funds and not with the funds of any other person. Except in the case of a Subscriber that is a Qualified Plan Investor (as described herein), on acceptance of this Agreement by the Manager, no person other than the Subscriber will have any interest, beneficial or otherwise, in the Company Interest. The Subscriber acknowledges that if this Agreement is accepted by the Manager, the Subscriber will become a Member having the rights and obligations described in the LLC Agreement, except that participants in and beneficiaries of any Subscriber that is a Qualified Plan Investor shall benefit as provided in plan documents.

The Subscriber is purchasing the Company Interest for the Subscriber’s own account for investment purposes only and not with a view to the sale or distribution of any part or all thereof by public or private sale or other disposition. The Subscriber understands that there is no market for the Company Interest and that the Company Interest may have to be held for an indefinite period of time. The Subscriber has no intention of selling, granting any participation in or otherwise distributing or disposing of any portion of the Company Interest. The Subscriber does not intend to subdivide the Subscriber’s purchase of the Company Interest with any person.

The Subscriber has been advised as follows: The offering and sale of limited liability company interests in the Company, including the Company Interest, have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or approved or disapproved by the Securities and Exchange Commission (the “Commission”) or by any state securities administrator, or registered or qualified under any state securities law. The Company’s limited liability company interests, including the Company Interest, are being offered and sold in reliance on exemptions from the registration requirements of both the 1933 Act and the securities laws of certain states, and the Company Interest may not be transferred by the Subscriber except in compliance with the LLC Agreement and the registration requirements of such laws or pursuant to exemptions from registration. The Subscriber understands that the Company is relying in part on the Subscriber’s representations as set forth herein for purposes of claiming such exemptions. The Subscriber has no intention of acquiring the Company Interest for resale.

The Subscriber (either alone or with any professional advisers retained by such Subscriber in connection with evaluating the merits and risks of the prospective investment in the Company) is a sophisticated investor and has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company Interest and has the capacity to protect the Subscriber’s own interest in connection with the Subscriber’s proposed investment in the Company Interest. The Subscriber understands that the investment in the Company Interest may be highly speculative, and the Subscriber is able to bear the economic risk of such investment for an indefinite period of time.

The Subscriber acknowledges receipt of the Company’s Confidential Private Placement Memorandum dated April 14, 2022, and as may be amended or restated thereafter (the “Memorandum”), and the LLC Agreement and acknowledges that the Subscriber has been furnished with such financial and other information concerning the Company, the Manager and the business and proposed business of the Company as the Subscriber considers necessary in connection with the Subscriber’s investment in the Company Interest. The Subscriber has carefully reviewed the Memorandum, including all of the risk factors disclosed therein, and the LLC Agreement and is thoroughly familiar with the proposed business,

operations, properties and financial condition of the Company and has discussed or been afforded the opportunity to discuss with (1) the Manager and (2) the Subscriber’s own legal, tax, accounting and other advisers any questions the Subscriber may have had with respect to the terms and conditions of the LLC Agreement and the merits and risks of the Subscriber’s investment in the Company Interest. The Subscriber understands and acknowledges the following:

The risks involved in this offering, including but not limited to the speculative nature of the investment, the Company’s capital being concentrated in Assets managed by Alliance Medical Fund I LLC or one of its affiliates, the significant leverage that may be used to acquire Assets, the long-term nature of an investment in the Company, the conflicts of interest between the Manager and the Company, and the risks of investments in real estate.

The rights and remedies provided to the Manager and the Company in the event the Subscriber fails to make Contributions when due.

The financial hazards involved in this offering, including the risk of losing the Subscriber’s entire investment. and that the Manager and its affiliates will receive substantial compensation in connection with the management of the Company.

The restrictions on liquidity and transfers of the Company Interest.

The tax consequences of this investment, including the possibility of tax exempt investors recognizing unrelated business taxable income.

That (A) the Company has no financial or operating history; (B) no federal, state, local or foreign agency has passed upon the Company Interest or made any finding or determination as to the fairness of this investment; and

(C) prior business performance of the Managing Members and their Affiliates set forth in the Memorandum or in any supplemental disclosures or material thereto are not necessarily indicative of the returns, if any, which may be achieved by the Company.

That the Company will not be registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

That the distribution of the Memorandum and the offer and sale of the Company Interest in certain jurisdictions may be restricted by law. The Memorandum does not constitute an offer to sell or the solicitation of an offer to buy in a state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. Only investors who are both “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act and “qualified clients” (as defined under Rule 205-3 of the Advisers Act) are eligible to purchase a Company Interest. The Company Interest may not be offered or sold,

directly or indirectly, and the Memorandum may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction.

That the Company will be managed by the Manager on the basis of the objectives of the Company as a whole and will not manage the Company on the basis of, or provide advice with respect to, any individual Member and will not consider the investment, tax, or other objectives of any individual Member.

That (A) there may be material differences between the descriptions of Company terms and conditions in the Memorandum and the actual terms and conditions set forth in the LLC Agreement; (B) analyzing the importance of such differences is solely the responsibility of Subscriber; and (C) in the event of such differences, the terms and conditions of the LLC Agreement shall supersede any contrary information set forth in the Memorandum.

Other than as set forth herein or in the LLC Agreement or the Memorandum relating to the Company’s business (and any separate agreement in writing with the Company executed in conjunction with the Subscriber’s subscription for the Company Interest), the Subscriber is not relying upon any other information, representation or warranty by the Company, the Manager or any of their respective agents or representatives in determining to invest in the Company, and the Subscriber understands that the Memorandum is not intended to convey tax or legal advice. The Subscriber has consulted to the extent deemed appropriate by the Subscriber with the Subscriber’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Company Interest and on that basis believes that an investment in the Company Interest is suitable and appropriate for the Subscriber. The Subscriber’s overall Commitment to the Company and other investments which are not readily marketable is not disproportionate to the Subscriber’s net worth, and the Subscriber has no need for immediate liquidity in the Subscriber’s investment in the Company Interest.

Subscriber acknowledges that the Subscriber is subscribing for a Company Interest after investigation of the Company and its prospects. Subscriber is a resident of or domiciled in the state listed in the Subscriber’s permanent address set forth on Attachment A hereto. has been able to ask questions of and receive answers from the Manager or another person acting on behalf of the Company concerning the terms and conditions of this transaction. Subscriber acknowledges and agrees that the Subscriber is not relying upon any representation made by any person except as contained in the Memorandum and the LLC Agreement.

Except as indicated in a writing attached hereto by the Subscriber, no statute, rule, regulation, administrative procedure of general applicability or order of any federal, state or other regulatory agency or other governmental body to which the Subscriber is subject would prohibit the Subscriber from investing in one or more of the investments falling within the investment objectives of the Company.

The Subscriber’s information on Attachment A is complete and accurate.

The Subscriber is an “accredited investor” as defined by Rule 501 of Regulation D under the 1933 Act and has indicated below the category under which the Subscriber qualifies as an accredited investor The Subscriber must check the appropriate box(es) set forth below relating to accredited investor status:

a natural person who (i) has an individual net worth, or joint net worth with that of his or her spouse or spousal equivalent, in excess of $1 million excluding the value of the natural person’s primary residence except for the amount of indebtedness that is secured by the person’s primary residence that exceeds, at the time of his or her purchase of the Company Interest,

the estimated fair market value of the primary residence or (B) the amount of indebtedness outstanding 60 days before the time of his or her purchase of the Company Interest, other than as a result of the acquisition of the primary residence, or (ii) had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse or spousal equivalent in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the coming year.

a revocable trust in which each grantor is a natural person who (i) has an individual net worth, or joint net worth with his or her spouse or spousal equivalent, in excess of $1 million excluding the value of the individual’s primary residence and any indebtedness that is secured by the individual’s primary residence, except for the amount of indebtedness that is secured by the individual’s primary residence that exceeds, at the time of his or her purchase of the Company Interest, (A) the estimated fair market value of the primary residence or (B) the amount of indebtedness outstanding 60 days before the time of his or her purchase of the Company Interest, other than as a result of the acquisition of the primary residence, or (ii) had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse or spousal equivalent in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the coming year.

a self-directed employee benefit plan or individual retirement account, and

the participant who directed that assets of his or her account be invested in the Company (A) has an individual net worth, or joint net worth with his or her spouse or spousal equivalent, in excess of $1 million excluding the value of the individual’s primary residence and any indebtedness that is secured by the individual’s primary residence, except for the amount of indebtedness that is secured by the individual’s primary residence that exceeds, at the time of his or her purchase of the Company Interest, (A) the estimated fair market value of the primary residence or (B) the amount of indebtedness outstanding 60 days before the time of his or her purchase of

the Company Interest, other than as a result of the acquisition of the primary residence, or (B) had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse or spousal equivalent in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the coming year, and (ii) such participant is the only participant whose account is being invested in the Company.

a natural person that is in good standing and holding one of the following securities licenses: Series 7, Series 82, or Series 65.

a natural person that is a knowledgeable employee of the Company or of an affiliated person or entity that manages the investment activities of the Company, as described in Rule 3c-5 of the 1940 Act.

an SEC- or state-registered investment adviser, exempt reporting adviser, or a rural business investment company.

a partnership, a corporation or a Massachusetts or similar business trust that is neither (A) an investment company as defined in section 3(a) of the 1940 Act that is required to be registered under such act nor (B) an investment company as so defined that is exempt from registration pursuant to section 3(c)(1) of such act and [check one or more of the following]:

it was not formed for the specific purpose of acquiring an interest in the Company and has total assets at the time of its Capital Commitment in excess of $5 million.

each of the equity owners therein is a natural person who (i) has an individual net worth, or joint net worth with his or her spouse or spousal equivalent, in excess of $1 million excluding the value of the individual’s primary residence and any indebtedness that is secured by the individual’s primary residence, except for the amount of indebtedness that is secured by the individual’s primary residence that exceeds, at the time of his or her purchase of the Company Interest, (A) the estimated fair market value of the primary residence or (B) the amount of indebtedness outstanding

60 days before the time of his or her purchase of the Company Interest, other than as a result of the acquisition of the primary residence, or (ii) had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse or spousal equivalent in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the coming year.

neither of the above applies (further information may be required to determine eligibility to invest in the Company).

a “family office” or a “family client” of a “family office” with at least

$5,000,000 in assets under management, as each term is defined under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

an entity, including an Indian tribe, governmental body, fund, or entity organized under the laws of a foreign country, that owns “investments,” as defined in Rule 2a51-1(b) under the 1940 Act, in excess of $5,000,000 and you were not formed for the specific purpose of investing in the Company.

an employee benefit plan that is not a self-directed plan and that has total assets in excess of $5 million.

a not-for-profit corporation or other not-for-profit entity (including an endowment, private foundation or charity) with total assets in excess of

$5 million.

none of the above (further information may be required to determine eligibility to invest in the Company).

Subscriber has also completed the accredited investor verification process established by the Manager, by either (i) completing, executing, and delivering the Accredited Investor Verification material attached hereto as Attachment E (“Accredited Investor Verification”) or (ii) by completing the process and making the statements via the online portal maintained by the Company’s administrator. Subscriber understands and acknowledges that (A) the Manager intends to generally solicit and advertise the Company’s offering of the Company Interests to the public under Rule 506(c) of Regulation D promulgated under the 1933 Act and, accordingly, (B) the Manager is relying on the statements made by Subscriber in the Accredited Investor Verification and online portal regarding Subscriber’s status as an accredited investor.

The Subscriber [check one]:

is

is not

a United States person.1

If the Subscriber is a United States person, the Subscriber confirms that the taxpayer identification number (or social security number) shown on Attachment A and Attachment B to this Agreement is true, correct and complete and that the Subscriber is not subject to backup withholding either (A) because the Subscriber has not been notified that it is subject to backup withholding as a result of a failure to report all interest or dividends or (B) because the Internal Revenue Service has notified the Subscriber that the Subscriber is no longer subject to backup withholding. If Subscriber is (i) not a U.S. citizen or resident and has so indicated in this Agreement, or (ii) a U.S. citizen or resident and fails to provide Subscriber’s correct Social Security or taxpayer identification number, Subscriber acknowledges that Subscriber could be subject to United States withholding tax on a portion of Subscriber’s distributive share of the Company’s income.

The Subscriber [check one]:

has

has not

utilized a purchaser representative. If the Subscriber has utilized a purchaser representative, the Subscriber has previously notified the Manager in writing of such fact, specifying that such purchaser representative is acting as the Subscriber’s “purchaser representative” as defined in Rule 501(h) of Regulation D under the 1933 Act.

(i) Subscriber acknowledges that the Company will seek to comply at all times with applicable anti-money-laundering laws and that it is the Company’s policy to cooperate fully with law enforcement agencies. The Subscriber understands and agrees that the Company prohibits the investment of funds by any persons or entities that are acting, directly or indirectly, (1) in contravention of any statute, rule, regulation or other legal requirement to which that person is subject relating to the combating of terrorism or money laundering; (2) on behalf of any person or organization (A) identified as a terrorist, terrorist organization, specially designated national or blocked

1 A “United States person” includes (i) a citizen or resident of the United States; (ii) a corporation, partnership, limited liability company or other entity created or organized in or under the laws of the United States or of any state thereof; (iii) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. fiduciaries have the authority to control all substantial decisions of the trust; or (iv) an estate the income of which is subject to U.S. federal income taxation regardless of its source.

person by any department, agency, division, board, bureau or other instrumentality of the U.S. government, including those persons, entities and organizations included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), which list can be accessed on the Web at https://www.treasury.gov/resource-center/sanctions/Pages/ default.aspx, as such list may be amended from time to time, or (B) residing or having a place of business in a country or territory subject to embargo under laws enforced by OFAC; or (3) for any senior foreign political figure or an immediate family member or a close associate of a senior foreign political figure2 (all such persons described in (1)-(3) are collectively referred to as “Blocked Persons”).

The Subscriber represents, warrants and covenants that none of its Contributions to the Company are or will be directly or indirectly derived from or related to activities that may contravene federal, state or international laws and regulations, including anti-money-laundering laws and regulations. The Subscriber also represents and warrants to, and agrees and covenants with, the Company, as of the date hereof and as of each subsequent date on which the Subscriber acquires any additional interest in the Company, that, to the best of its knowledge, none of (w) the Subscriber, (x) any person or entity controlling, controlled by or under common control with the Subscriber,

(y) any person having a beneficial interest in the Subscriber if the Subscriber is a privately held entity, or (z) any person for which the Subscriber is acting as agent or nominee in connection with this Agreement (those persons covered by (x), (y) and (z) collectively being referred to as “Related Parties”) is a Blocked Person. The Subscriber now holds and will maintain all evidence of such Related Parties’ identities and status for at least five years from the date that the Subscriber no longer has any interest in the Company. The Subscriber acknowledges that, to comply with anti-money-laundering, OFAC and related requirements that are applicable to the Company, the Manager may at any time require such information as the Manager may deem necessary to establish the identity of the Subscriber and any Related Parties and may seek to verify such identity and the source of funds for the Commitment. The Subscriber agrees that, upon demand by the Manager, it will promptly furnish any information, and execute and deliver such documents, as reasonably may be required in the determination of the

2 “Senior foreign political figure” means a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not); a senior official of a major foreign political party; or a senior executive of a foreign government-owned corporation. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. The “immediate family member” of a senior foreign political figure typically includes the senior foreign political figure’s parents, siblings, spouse, children and in-laws. A “close associate” of a senior foreign political figure is a person who is widely and publicly known internationally to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

Company or Manager, to comply with, or to confirm compliance with, any applicable laws or regulations or other obligations of Subscriber or the Company. The Subscriber also understands and agrees that, notwithstanding any provision of this Agreement, the LLC Agreement or the Memorandum to the contrary, the Company may release confidential information about the Subscriber and, if applicable, any underlying beneficial owners of the Subscriber to law enforcement agencies to the extent necessary to ensure compliance with all applicable laws, rules and regulations if the Manager, in its sole discretion, determines that it is in the best interests of the Company in light of the relevant rules and regulations concerning money laundering and similar activities.

The Subscriber understands and agrees that the Company may undertake any actions that the Company deems necessary or appropriate to ensure compliance with applicable laws, rules and regulations established to combat money laundering or terrorism. In the event that any of the representations, warranties or covenants by the Subscriber in this Section 3(p) are no longer true or the Company or Manager no longer believes that it has satisfactory evidence as to their truth, the Company may, in accordance with applicable regulations, (A) prohibit additional Contributions from the Subscriber,

prohibit any withdrawal or transfer of the Subscriber’s Company Interest and segregate the assets in the account of the Subscriber in compliance with governmental regulations, or (C) if legally permissible, cause the withdrawal of the Subscriber from the Company and the redemption of the Subscriber’s Company Interest. The Company or Manager may also be required to report such action and to disclose the Subscriber’s and Related Parties’ identities to OFAC and other government authorities. The Subscriber understands and agrees that any withdrawal proceeds paid to it will be paid to the same account from which the Subscriber’s investment in the Company was originally remitted, unless the Manager, in its sole discretion, agrees otherwise.

The Subscriber further represents and warrants that its subscription funds do not originate from, nor will they be routed through, an account maintained at

a foreign shell bank,3 an “offshore bank” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction.4

Subscriber acknowledges that the Company will rely on the accuracy of these representations and warranties to establish the Company’s compliance with the laws enforced by OFAC, and any other applicable laws, rules, regulations and other legal requirements relating to the combating of money laundering or terrorism. The Subscriber agrees and covenants that it will promptly notify the Company should the Subscriber become aware of any change in the representations contained in paragraphs (i) - (iv) above. Subscriber acknowledges and agrees that the foregoing representations and warranties are subject to Subscriber’s indemnification obligations under this Agreement.

This Agreement constitutes a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms. The Subscriber, if an individual, is over 21 years of age (or the age of majority in the Subscriber’s

3 A “foreign shell bank” is any non-U.S. bank that does not have a physical presence in any location but is NOT a regulated affiliate.

A “regulated affiliate” means a foreign shell bank (a) that is an affiliate of a United States depository institution, United States credit union or foreign bank that maintains a physical presence in the United States or a foreign country, and (b) is subject to supervision by a banking authority in the country regulating such affiliate depository institution, credit union or foreign bank.

A “foreign bank” is any organization (a) that is organized under non-United States law,

(b) engages in the banking business, (c) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, and (d) receives deposits in the regular course of its business; however, the term does NOT include (i) a branch of a foreign bank in the United States, other than a branch in a territory of the United States, Puerto Rico, Guam, American Samoa or the U.S. Virgin Islands; (ii) an insured bank organized under the laws of a territory of the United States, Puerto Rico, Guam, American Samoa or the U.S. Virgin Islands; (iii) a foreign central bank or foreign monetary authority that functions as a central bank; or (iv) an international financial institution of which the United States is a member.

“Physical presence” means a place of business that is maintained by the non-U.S. bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the bank is authorized to conduct banking activities, at which location the non-U.S. bank

employs one or more individuals on a full-time basis, (b) maintains operating records related to its banking activities, and (c) is subject to inspection by the banking authority that licensed the non-

U.S. bank to conduct banking activities.

A foreign shell bank is an “affiliate” of another institution if it is controlled by or under common control with the other institution. “Control” means (i) ownership, control or power to vote 25 percent or more of any class of voting shares or other voting interests of another company, or (ii) control in any manner of the election of a majority of the directors (or individuals exercising similar functions) of another company.

4 A “Non-Cooperative Jurisdiction” means any foreign country or territory that has been designated as non-cooperative with international anti-money-laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering (“FATF”), of which the United States is a member and which designation the United States representative to the group or organization ceases to concur. See http://www.fatf-gafi.org for FATF’s list of Non-Cooperative Jurisdictions.

state of residence, if different). The Subscriber, if not an individual, is empowered and duly authorized to enter into this Agreement (including the power of attorney herein) under any governing document, limited partnership agreement, trust instrument, pension plan, charter, certificate of incorporation, bylaw provision or the like of the Subscriber. The person, if any, signing this Agreement on behalf of the Subscriber is empowered and duly authorized to do so by the governing document or trust instrument, pension plan, charter, certificate of incorporation, bylaw provision, board of directors or stockholder resolution, or the like of the Subscriber. The execution and delivery of this Agreement and the LLC Agreement by the Subscriber, the completion by the Subscriber of the transactions contemplated hereby and thereby, and the performance by the Subscriber of the Subscriber’s obligations hereunder and thereunder will not conflict with, or result in a violation of or default under, any provision of any governing instrument available to the Subscriber, or any agreement or instrument to which the Subscriber is a party or by which it or any of its properties is bound, or any permit, franchise, judgment, decree, statute, rule or regulation applicable to the Subscriber or any of the Subscriber’s properties.

The Subscriber acknowledges that non-public information about the Subscriber given to the Company and the Manager by this Agreement or otherwise disclosed to the Manager through correspondence or conversations, such as the Subscriber’s name, address, telephone number, social security number or taxpayer identification number, assets, bank account information, income, date of birth, and information about the Subscriber’s transactions with the Company, including, but not limited to, account balance, cost basis information, management fees paid and other financial information (the “Protected Information”) may be disclosed (i) to the Company, the Manager, Affiliates of the Manager, attorneys, accountants and auditors in furtherance of the Company’s business; (ii) to third-party service providers that have a need for the Protected Information in connection with providing services to the Company, provided that such persons must agree to protect the confidentiality of the Protected Information and use the Protected Information only for the purposes of providing services to the Company; and (iii) as otherwise permitted by law. The Company restricts access to non-public information about the Subscriber to the personnel of the Manager, Affiliates of the Manager, and the Company who provide services to the Company or those who need access to the Subscriber’s information to service the Company or maintain its books and records. The Company also maintains physical, electronic and procedural controls in keeping with federal and/or state standards to safeguard the Subscriber’s non-public personal information. Subscriber acknowledges and agrees that (i) information relating to the identity of Subscriber and each other Member shall appear on Schedule A to the LLC Agreement and may appear on the financial statements of the Company, and (ii) other Members shall receive such information and may share such information with their advisers and other parties. If a natural person (or an entity that is an “alter ego” of a natural person (e.g., a revocable grantor trust, an IRA or an estate planning vehicle)), the Subscriber acknowledges that it has received, read, and understands the Company’s privacy

policy (contained in the Memorandum) with respect to the Manager’s and the Company’s collection and maintenance of non-public personal information regarding the Subscriber.

The Subscriber [check one]:

is

is not

(i) an “employee benefit plan” as defined in section 3(3) of ERISA (such plans referred to as “ERISA Plans”), (ii) a plan with respect to which section 4975 of the Code applies or (iii) an entity or account that is deemed to be a “benefit plan investor” under the U.S. Department of Labor final plan assets regulation, 29

C.F.R. § 2510.3-101, as it may be amended from time to time (the “Plan Assets Regulation”), as modified by section 3(42) of ERISA, because its underlying assets include “plan assets” by reason of a plan’s investment in the entity, including, by way of example only, a partnership not qualifying as an operating company within the meaning of the Plan Assets Regulation in which 25 percent or more of each class of equity interests is owned by entities described above in this Section 3(s) (such ERISA Plans, plans and persons are referred to herein as “Qualified Plan Investors”). If the Subscriber is a Qualified Plan Investor, Subscriber represents and warrants to the Manager to the effect set forth on Attachment C to this Agreement. The Subscriber acknowledges that for the Company to avoid “plan assets” treatment under ERISA, the Company may, in some circumstances, redeem the Company Interests of certain Qualified Plan Investors in accordance with the LP Agreement, and that the Subscriber will be obligated to cooperate with the Company to help ensure compliance with ERISA.

* If the Subscriber checked the box “is” because it is a Qualified Plan Investor due to clause (iii), the Subscriber hereby certifies that % of the total value of equity interests in the Subscriber is held by “benefit plan investors.”

The Subscriber hereby agrees that any representation, warranty or covenant made hereunder will be deemed to be reaffirmed by the Subscriber at any time the Subscriber makes a Contribution to the Company, and the act of making such Contribution will be evidence of such reaffirmation

None of the Manager or its owners is currently registered with the Commission under the Advisers Act. The Subscriber will not be afforded all protections provided to clients of registered investment advisers under the Advisers Act. The Subscriber agrees that the Manager and Company may provide in any electronic medium (including via email or website access) any disclosure or document that is required by applicable securities laws to be provided to the Subscriber.

The Subscriber has not engaged in a “disqualifying event” as defined within Rule 506 of Regulation D under the 1933 Act, including:

being convicted of a felony or misdemeanor within the last 10 years that was in connection with the purchase or sale of a security, involving the making of a false filing with the Commission or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of securities;

being subject to an order, judgment or decree of any court of competent jurisdiction, entered within the last five years, that restrains or enjoins the Investor from engaging or continuing to engage in any conduct or practice (whether or not appealable or subject to a pending appeal) in connection with the purchase or sale of a security, involving the making of a false filing with the Commission or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of securities;

being subject to a final order of a state securities commission (or any agency or officer of a state performing similar functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or any agency or officer of a state performing similar functions), an appropriate federal banking agency, the Commodities Futures Trading Commission or the National Credit Union Administration that bars the Investor from association with an entity regulated by such commission, authority, agency or officer, or is barred from engaging in the business of securities, insurance or banking or engaging in savings association or credit union activities or whereby such final order is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct and was issued within 10 years of the date of this Agreement;

being subject to a Commission order entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Section 203(e) or (f) of the Advisers Act, that suspends or revokes the Investor’s registration as a broker, dealer, municipal securities dealer or investment adviser, places limitations on the activities, functions or operations in connection with such activities, or bars the Investor from being associated with any entity or from participating in the offering of any penny stock;

being subject to any order of the Commission entered within the last five years that, as of the date of this Agreement, orders the undersigned to cease and desist from committing or causing a violation or future violation of any scienter-based anti-fraud provision of the federal securities laws, including without limitation, section 17(a)(1) of the 1933 Act, section 10(b) of the Exchange Act and 17 C.F.R. § 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Advisers Act, or any other rule or regulation thereunder or section 5 of the 1933 Act;

having been suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliate securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;

having filed (as a registrant or issuer) or having been named as an underwriter in, any registration statement or Regulation A offering statement filed with the Commission that, within the last five years, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, at the time of such sale, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or

being subject to a U.S. Postal Service false representation order entered within five years of the date of this Agreement, or being, as of the date of this Agreement, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the U.S. Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

If the Subscriber engaged in one of the “disqualifying events” described above or as otherwise set forth in Rule 506 of Regulation D, it must inform the Manager and provide information regarding the disqualifying event including the date of such event. If in the future, the Subscriber can no longer make this representation, it must promptly notify the Manager and provide information regarding the disqualifying event including the date of any such event. Subscriber specifically consents to the disclosure of any such disqualifying event to any other Member and third parties as the Manager may deem necessary to ensure the Company can continue to claim the Rule 506 safe harbor.

Subscriber acknowledges and agrees that, with respect Subscriber’s decision to make an investment in the Company Interest, neither the Company nor the Manager has provided any advice to Subscriber, and the Subscriber has consulted to the extent deemed appropriate by the Subscriber with the Subscriber’s own advisers as to the suitability and appropriateness of the Company Interest for the Subscriber. Subscriber also acknowledges that it will not be relying on the Manager or the Company with respect to maintaining its ownership of the Company Interest.

The Subscriber represents and warrants that the Subscriber has not altered or otherwise revised this Agreement in any manner from the version initially received by the Subscriber except for any alterations to this Subscription Agreement that have been clearly marked on or prior to the date of acceptance of this Subscription Agreement or otherwise have been specifically identified in writing and accepted by the Manager on or prior to the date of acceptance of this Subscription Agreement.

The Subscriber understands the meaning and legal consequences of the representations and warranties made by the Subscriber herein, and that the Manager and Company are relying on such representations and warranties in making their determination to accept or reject this Agreement.

Company Representations and Warranties.

The Manager, on behalf of the Company, represents and warrants to the Subscriber that:

The Company is duly formed and validly existing in good standing as a limited liability company under the laws of the state of Delaware. The Company has all requisite power and authority to carry on its business as proposed to be conducted as described in the LLC Agreement. The Manager is duly formed and validly existing as a limited liability company under the laws of the state of Delaware. The Manager has all requisite company power and authority to act as Manager of the Company and to carry out the terms of this Agreement and the terms of the LLC Agreement applicable to it.

The execution, delivery and performance of this Agreement have been authorized by all necessary action on behalf of the Company, and this Agreement is a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. The execution, delivery and performance of the LLC Agreement by the Manager have been authorized by all necessary action on behalf of the Manager and the Company. The LLC Agreement and any Side Letters are legal, valid and binding obligations of the Manager (and the Company, with respect to this Agreement), enforceable against the Manager (and the Company, with respect to this Agreement) in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.

Neither the Company nor anyone acting on its behalf has taken or will take any action that would subject the issuance and sale of the Company Interest to the registration requirements of the 1933 Act nor required to register as an “investment company” under the 1940 Act.

Based on the representations of Subscriber set forth in Section 3 herein and the comparable representations of the Other Investors in the Other Subscription Agreements, the Company is neither required to register the Company Interest (and any other limited liability company interests of the Company offered to Other Investors) under the 1933 Act.

No suit, action, claim, investigation or other proceeding is pending or, to the best of the Company’s or the Manager’s knowledge, is threatened against the Company or the Manager or the Affiliates of either of them which questions the validity of the LLC Agreement or this Agreement or any action taken or to be taken pursuant to the LLC Agreement or this Agreement.

Certificates.

The Subscriber understands and agrees that, unless otherwise determined by the Manager in its discretion, the Company Interest will not be represented by a certificate or similar document subject to Article 8 of the Uniform Commercial Code. If the Manager determines to have the Company Interest be represented by an instrument or certificate, such instrument or certificate may bear such legends as the Company may consider necessary or advisable to facilitate compliance with the 1933 Act or any state securities law, including, without limitation, legends stating that the Company Interest has not been registered under the 1933 Act or registered or qualified under any state securities law and setting forth the limitations on dispositions imposed thereby.

Indemnification.

To the extent permitted by law, the Subscriber hereby agrees to indemnify and defend the Company and the Manager, and each of their respective Affiliates, partners, members, shareholders, directors, managers, officers, employees, and agents, and hold them harmless, from and against any and all claims, liabilities, damages, costs and expenses (including, without limitation, court costs and attorneys’ fees) incurred on account of or arising out of:

Any breach of or inaccuracy in the Subscriber’s representations, warranties or agreements herein, including, without limitation, the defense of any claim based on any allegation of fact inconsistent with any of said representations, warranties or agreements;

Any disposition of any part or all of the Company Interest contrary to any of said representations, warranties or agreements; and

Any action, suit or proceeding based on (i) a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress under the 1933 Act or any other securities law, or

(ii) any disposition of any part or all of the Company Interest.

Power of Attorney.

The Subscriber hereby irrevocably makes, constitutes and appoints the Manager, with full power of substitution and resubstitution, as the true and lawful attorney-in-fact for the Subscriber and in the Subscriber’s name (as the Manager shall determine), place and stead and for the Subscriber’s use and benefit to sign, execute, deliver, certify, acknowledge, swear to, file, record and publish:

The LLC Agreement in substantially the form furnished by the Manager to the Subscriber and the Company’s Certificate of Formation, and any amendments to either of such documents as provided in the LLC Agreement;

Any other certificates, instruments, agreements and documents necessary to qualify or continue the Company as a limited liability company or a partnership

wherein Members have limited liability in the states or other jurisdictions where the Manager deems necessary or advisable;

All conveyances, assignments, documents of transfer or other instruments and documents necessary to effect the assignment of a Company Interest or the dissolution and termination of the Company in accordance with the LLC Agreement; and

All filings and submissions pursuant to any applicable law, regulation, rule, order, decree or judgment that, in the opinion of the said attorney, may be necessary or advisable in connection with the business of the Company.

The power of attorney granted herein is coupled with an interest; shall be irrevocable; shall survive the death, disability or incapacity of the Subscriber; shall be deemed given by each and every assignee and successor of the Subscriber; and may be exercised by said attorney by listing, or attaching a list of, the name of the Subscriber along with the names of other persons for whom said attorney is acting and executing the LLC Agreement and such other certificates, instruments and documents with the signature or signatures of said attorney, or an officer of the Manager on its behalf, acting as such attorney-in-fact for all of the persons whose names are so listed.

General Certification by Subscriber.

All information which the Subscriber has provided to the Company or the Manager concerning the Subscriber and its status, financial position and knowledge and experience of financial, tax and business matters, or, in the case of a Subscriber that is an entity, the knowledge and experience of financial, tax and business matters of the person making the investment decision on behalf of such entity, is correct and complete, to the Subscriber’s knowledge, as of the date set forth herein.

The Subscriber represents that all the information, financial or otherwise, which the Subscriber has furnished to the Company or the Manager in connection with this subscription, or which is set forth herein, including all representations, warranties and agreements contained herein (the “Subscriber Information”), is correct and complete, to the Subscriber’s knowledge, as of the date of this Agreement, and shall be correct and complete at the time such subscription is accepted by the Manager. Subscriber covenants and agrees that if there should be any material change in any Subscriber Information that would cause the Subscriber Information to become untrue or misleading in a material way, the Subscriber will immediately notify the Company and the Manager and furnish such revised or corrected information to the Manager. The Subscriber also covenants and agrees to provide the Manager with any additional information requested from time to time by the Manager as deemed necessary to determine (i) the eligibility of the Subscriber to hold a Company Interest or participate in certain Company investments, (ii) the Company’s or the Manager’s compliance with applicable

regulatory (including tax) requirements or (iii) the Company’s tax status. The Subscriber also agrees to provide the Company all information that otherwise may be reasonably requested by the Manager (and its affiliates) and the Company and its funds and portfolio investments (and their affiliates).

The Subscriber agrees that the representations, warranties and agreements contained in this Agreement, and all other information regarding the Subscriber set forth herein, may be used as a defense in any actions relating to the Company or the offering of the Company Interest, and that it is only on the basis of such representations, warranties, agreements and other information that the Manager may be willing to accept the Subscriber’s subscription for the Company Interest.

Conflicts of Interest.

The attorneys, accountants and other experts who perform services for the Manager may also perform services for the Company and other investment funds managed by an Affiliate of the Manager. It is contemplated that any such dual representation, if commenced, will continue. The Manager may, without the consent of any Member, execute on behalf of the Company any consent to the representation of the Company that counsel may request pursuant to the rules of professional conduct in the applicable jurisdiction. The Manager has retained Counsel (“Counsel”) in connection with the formation of the Company and the offering of the Company Interests and may retain Counsel as legal counsel in connection with the management and operation of the Company, including, without limitation, making, holding, and disposing of investments. Counsel will not represent the Subscriber or any other Member in connection with the formation of the Company or the Manager, the offering of the Company Interests, the management and operation of the Company or any dispute that may arise between any Member, on one hand, and the Manager and/or the Company on the other hand. The Subscriber acknowledges and agrees that Counsel is not providing any advice, opinion, representation, warranty or other assurance of any kind as to any matter to any Member.

All Subscribers acknowledge and agree that certain of them have previously been represented by, are presently represented by or in the future may be represented by Counsel, and to the extent any conflicts of interest exist or arise from such relationship and Counsel’ representation of, or work performed for, the Manager in connection with the formation of the Company and the transactions contemplated hereby, each Subscriber hereby waives any such conflict by executing this Agreement.

All investors acknowledge and agree that the Manager and its Affiliates will be subject to various conflicts of interest in carrying out the Manager’s responsibilities to the Company. Affiliates of the Manager may also be in competition with the Company or its investments. Other such funds may be formed in the future with objectives that are the same as or similar to the Company’s objectives. Investment funds formed in the future by affiliates of the Manager will compete with the Company for investments and for the time and attention of the manager, members, officers and employees of the Manager. Each Subscriber hereby waives any such conflicts of the Manager and its Affiliates by executing this Agreement.

Survival.

The representations, warranties and agreements contained in this Agreement (including any attachments and supplements) shall survive the execution of this Agreement by the Subscriber and acceptance of this Agreement by the Company.

Consent to Receive Electronic Delivery of Reports and Other Communications.

Subject to Subscriber’s consent below, at its discretion, the Company and the Manager may provide to Subscriber (or an agent designated by Subscriber) (i) statements, reports and all other communications relating to (A) the Company and/or (B) Subscriber’s investment in the Company, including capital account information about Company Interests, Commitment, Contribution and withdrawal activity, and annual and other updates of the Company’s consumer privacy policies and procedures and (ii) all communications relating to the Manager (including, if applicable, its privacy policy and any other communication required under the Advisers Act, or otherwise) (collectively, “Company Information”) in electronic form, such as through a file attached to an email sent to the email address provided by the Subscriber, or over a private internet site, in lieu of sending such Company Information as hard copies via fax or mail. For the avoidance of doubt, Subscriber’s consent under this Section 11 to the electronic receipt of Schedule K-1 or other tax information must be confirmed by Subscriber separately by checking the appropriate box in Attachment D to this Agreement). If the Company Information is made available over the internet, the Subscriber may be notified of its availability through an email sent to the email address provided by the Subscriber. Please note also that email messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with without the knowledge of the sender or the intended recipient. The Company and the Manager make no warranties in relation to these matters. Please note that the Company and the Manager reserve the right to intercept, monitor and retain email messages to and from their systems as permitted by applicable law. If Subscriber has any doubts about the authenticity of an email purportedly sent by the Company or the Manager, Subscriber would be required to contact the purported sender immediately. The Manager’s acceptance, on behalf of the Company, of the Subscriber’s Subscription is not conditioned on the Subscriber giving consent to electronic delivery of Company Information. The Subscriber agrees that it will be solely responsible for notifying the Company in writing of any change in its email address and that the Company may not seek to verify or confirm the Subscriber’s email address as provided. If the Subscriber does not have access to the internet or email, the Subscriber should not consent to electronic delivery of Company Information. The Subscriber may revoke its consent to electronic delivery of Company Information at any time upon written notice to the Company and receive all Company Information in paper format. The Subscriber may also request delivery of a paper copy of any Company Information by contacting the Company.

o   By checking this box, the Subscriber hereby agrees to receive Company Information in electronic form, at the Manager’s discretion, in lieu of a separate mailing of paper copies until such time as it no longer has the right to receive Company Information or it revokes its consent in writing.

Successors and Assigns.

The representations, warranties and agreements contained in this Agreement shall be binding on the respective successors, assigns, heirs and legal representatives of the Subscriber, and shall inure to the benefit of the respective successors and assigns of the Company and the Manager.

No Third-Party Beneficiaries; Counterparts.

This Agreement is not intended to confer upon any person, other than the parties hereto, any rights or remedies. This Agreement may be executed online or in separate counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

No Waiver.

No failure by any party hereto to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition hereof.

Governing Law.

This Agreement and the rights and obligations of the parties hereto shall be interpreted and enforced in accordance with and governed by the laws of Delaware applicable to agreements made and to be performed wholly within that jurisdiction, except to the extent superseded by federal law.

Number and Gender.

Whenever the context requires, the use of the singular number shall be deemed to include the plural and vice versa, each gender shall be deemed to include each other gender, and “person” shall be deemed to include a corporation, partnership, trust or other legal entity.

Entire Agreement.

This Agreement, with the LLC Agreement and the provisions of any Side Letter or similar agreement entered into between Manager or the Company and the Subscriber, and all of the exhibits and appendices attached hereto and thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof, and may be amended only by a writing executed by the Subscriber and the Manager.

Severability.

If any provision of this Agreement or the application thereof to any person or in any circumstances shall be held to be invalid, unlawful or unenforceable to any extent, the remainder of this Agreement, and the application of such provision other than to the persons or in the circumstances deemed invalid, unenforceable or unlawful, shall not be affected thereby, and each remaining provision hereof shall continue to be valid and may be enforced to the fullest extent permitted by law.

[Remainder of page intentionally left blank]

SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT

FOR

ALLIANCE MEDICAL FUND I LLC

IN WITNESS WHEREOF, the undersigned Subscriber has executed this Subscription Agreement for the purchase of the Company Interest as of the dates written below.

Individual Investor

(Name of Subscriber)

Investors other than individuals

(Name of Subscriber)



By:

(Signature)

Name:

Title:

Date:

Date:

Co-Investors (spouses, etc.), if

Additional signatories, if applicable

applicable

By:

(Print name of Co-Investor)

Name:

Title:

(Signature)

Date:

Amount of Capital Commitment: $

[Please provide Subscriber Contact Information on Attachment A to this Agreement]

MEMBER SIGNATURE PAGE TO THE LLC AGREEMENT

OF

ALLIANCE MEDICAL FUND I LLC

The undersigned, desiring to become a Member of Alliance Medical Fund I LLC, a Delaware limited liability company, hereby becomes a party to the Limited Liability Company Agreement (the “LLC Agreement”). The undersigned hereby agrees to all the provisions of the LLC Agreement, and agrees that this signature page may be attached to any counterpart copy of the LLC Agreement.

(Signature)

Member’s name and address:

Amount of Capital Commitment:

Member’s Social Security or Federal Tax Identification Number:

Dated:

ACCEPTANCE OF SUBSCRIPTION FOR

ALLIANCE MEDICAL FUND I LLC

The foregoing Subscription Agreement is hereby accepted upon the terms and conditions set forth herein.

Amount of Capital Commitment accepted by the Manager: $

If the Subscription Agreement is executed by the Company and the preceding line is left blank, the Manager has accepted the Subscriber’s subscription for a total Capital Commitment in the amount set forth on the Subscriber’s signature page to the Subscription Agreement.

ATTACHMENT A TO SUBSCRIPTION AGREEMENT

Subscriber Information



Name of Subscriber

Address of Subscriber

Country of Residence / State of Incorporation

Taxpayer Identification Number or Social Security Number

Total Amount of Subscription (in $)

Information pertaining to the financial institution from which the Subscriber’s capital contributions will be paid to the Company

Account Name

Name and Address of Financial Institution

Contact Information



Name of Contact and Position or Title of Contact / Relationship to Subscriber

Address of Contact

Telephone Number

Facsimile Number

E-Mail Address

  Distribution Information

ACH Transfer

Bank/ABA Number

Account Name

Account Number

ATTACHMENT B TO SUBSCRIPTION AGREEMENT

Instructions for Certificate of Non-Foreign Status

Please complete the attached form based upon the Subscriber’s status to certify that the Subscriber is not a foreign person. A Subscriber that is a foreign person for U.S. federal income tax purposes should not complete the Certificate of Non-Foreign Status. If the Subscriber is a disregarded entity or a grantor trust, then the Certificate of Non-Foreign Status should be completed by the Subscriber’s owner.

ATTACHMENT B TO SUBSCRIPTION AGREEMENT

CERTIFICATE OF NON-FOREIGN STATUS

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform a transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by the Subscriber or the Subscriber’s Owner, as applicable, the undersigned hereby certifies the following:

This certification is completed by or on behalf of [circle one that applies] the Subscriber/ the Subscriber’s owner (as referred to herein as the “U.S. Taxpayer”).

The U.S. Taxpayer is not a nonresident alien, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations) for purposes of U.S. income taxation;

If the U.S. Taxpayer is an entity, it is not a disregarded entity as defined in § 1.1445-2(b)(2)(iii);

The U.S. taxpayer identification number (social security number or employer identification number, as applicable) of the U.S. Taxpayer is   ; and

The U.S. Taxpayer’s home address or office address and place of incorporation, as applicable, is:

The U.S. Taxpayer agrees to inform the Company if it becomes a foreign person at any time during the three years immediately following the date of this certificate. The U.S. Taxpayer understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

[signature page follows]

ATTACHMENT B TO SUBSCRIPTION AGREEMENT

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete. If I am signing on behalf of a U.S. Taxpayer that is an entity, I further declare that I have the authority to sign this document on behalf of the U.S. Taxpayer.

Name of U.S. Taxpayer:

Name of Investor (print)

By: Signature, if Investor is an individual

By: Signature, if executing on behalf of entity

Dated:

Name:    Title:

ATTACHMENT C TO SUBSCRIPTION AGREEMENT

Qualified Plan Investor Status

The Subscriber hereby represents and warrants, pursuant to Section 3(s) of the attached Subscription Agreement, that except as otherwise disclosed in writing to the Manager:

the Subscriber is not investing the assets of a participant-directed defined contribution plan and, at the time of the initial investment, neither the Company nor the Manager is a fiduciary or party-in-interest with respect to such Subscriber;

the Subscriber is not investing the assets of an employee benefit plan that is both voluntary and contributory;

the purchase of the Company Interest is in accordance with the documents and instruments governing the plan(s) whose assets the Subscriber is investing;

the Subscriber’s Capital Commitment to purchase the Company Interest does not, in the aggregate, constitute more than 10 percent of the fair market value of the assets of the plan whose assets the Subscriber is investing;

the purchase of the Company Interest will not constitute a prohibited transaction under ERISA, the Code or similar law to which the Subscriber is subject;

the decision to invest in the Company was made by a fiduciary (within the meaning of section 3(21) of ERISA) of the Subscriber that is unrelated to the Company, the Manager or any of their respective employees, representatives or affiliates and which is duly authorized to make such an investment decision on behalf of the Subscriber (“Subscriber Fiduciary”), and the Subscriber and the Subscriber Fiduciary acknowledge and agree that the Subscriber and the Subscriber Fiduciary have not relied on, and are not relying on, the investment advice of the Manager or any of their respective employees, representatives or affiliates with respect to the Subscriber’s decision to invest, or continue or terminate any investment, in the Company;

none of the Manager or the Company or any of their employees, members, stockholders, partners, representatives, agents or Affiliates has exercised any discretionary authority or control with respect to the investment by such Subscriber in the Company, nor have any of the foregoing rendered individualized investment advice to the Subscriber based on the Subscriber’s investment policies or strategy or diversification goals;

the fiduciaries of the Subscriber have made all inquiries necessary to fulfill their fiduciary duties under ERISA or other such law, and have been furnished with any materials they have requested relating thereto, and have been afforded the opportunity to ask and receive answers to any questions and obtain any additional information necessary to fulfill such duties, and have received complete and satisfactory answers to all such questions and inquiries; and

the Subscriber has delivered to the Manager, and from time to time hereafter will deliver to the Manager, in writing, all of the information that the Manager may request in order to avoid violations of any provision of ERISA, the Code or other law to which the Subscriber is subject, and promptly will notify the Manager, in writing, of any change in the information so furnished.

ATTACHMENT D TO SUBSCRIPTION AGREEMENT

Consent to Receive Schedule K-1 Electronically

Alliance Medical Fund I Manager LLC, (the “Manager”) and Alliance Medical Fund I LLC (the “Company”) may, at their discretion, offer the opportunity for Investors of the Company to receive in electronic format in lieu of paper IRS Schedule K-1, “Partner’s Share of Income, Deductions, Credits, Etc.,” and other tax information relating to the Company otherwise required to be provided to you by the Manager in a paper format.

This Consent Statement provides the disclosures required by IRS Revenue Procedure 2012-17 (the “Revenue Procedure”). In accordance with the Revenue Procedure, if you return an executed version of this Consent Statement with your Subscription Agreement for the Company in accordance with the instructions accompanying the Subscription Booklet to which this Consent Statement is attached (including delivery of a PDF version by email), this statement will constitute your consent to receive in an electronic format Schedule K-1s and other tax information from the Manager relating to the Company.

Notice of affirmative consent requirement for electronic delivery of Schedule K-1s and other tax information

In order to receive electronic Schedule K-1s and other tax statements from the Manager relating to the Company (collectively, “tax statements”) via email, you must provide your acknowledgement and consent as set forth in this notice. However, if you would like to receive a paper copy of tax statements, please indicate in this same notice that you are declining the consent to receive tax statements and provide your mailing address.

Scope and duration of consent

Only one consent is required for your investment in the Company. The consent is applicable for the tax year ending December 31, 2022 and for all subsequent years until the consent is withdrawn.

Post-consent request for a paper statement

You may subsequently request a paper copy of any tax statements via email to the Manager. Such request will not be treated as a withdrawal of the consent.

Withdrawal of consent

You may request to withdraw the consent via letter or email to the Manager. The withdrawal of consent will be effective either on the date it is received by the Company or on a subsequent date determined by the Company. The Company will confirm the withdrawal and the date on which it takes effect via email. A withdrawal of the consent does not apply to tax statements furnished electronically to you before the date on which the withdrawal of consent takes effect.

Notice of termination

The consent will terminate for the Company upon your withdrawal from the Company or upon a dissolution or termination of the Company.

Updating information

You must inform the Company of any updated contact information, including email address, mailing address and phone number, as soon as possible.

ATTACHMENT D TO SUBSCRIPTION AGREEMENT

Consent to Receive Schedule K-1 Electronically

The Manager will inform you of any change in its contact information. If your contact information changes, you must promptly notify Manager in writing (electronically or in a paper format) at the following address: Alliance Medical Fund I LLC, 1616 W 12th St, Austin, TX 78703.

Hardware and software requirements

The electronic tax statements will be delivered via email in PDF format in a zip file. You should have appropriate computer hardware/software to access, print, and retain the tax statements. The tax statements may be required to be printed and attached to federal, state, or local income tax returns. Please consult your tax adviser.

By checking this box, I hereby consent to receive Schedule K-1s and other tax statements relating to the Company from the Manager via email for investment in the Company. The consent is applicable for the tax year ending December 31, 2022 and for all subsequent years.

[signature page follows]

ATTACHMENT D TO SUBSCRIPTION AGREEMENT

Consent to Receive Schedule K-1 Electronically

The undersigned has read and understands this Consent Statement and, by signing this document, consents to receive tax statements relating to the Company from the Manager in an electronic format from the date hereof until this Consent Statement is withdrawn.

Name of Investor (print)

By: Signature, if Investor is an individual

By: Signature, if executing on behalf of entity

Name:

Dated:    Title:

ATTACHMENT E TO SUBSCRIPTION AGREEMENT

ACCREDITED INVESTOR VERIFICATION

The limited liability company interests (“Interests”) in Alliance Medical Fund I LLC, a Delaware limited liability company (the “Company”) are being sold only to “accredited investors” (“Accredited Investors”) as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The purpose of the attached Accredited Investor Representation Letter (the “Letter”) is to collect information from you to determine whether you are an Accredited Investor and otherwise meet the suitability criteria established by the Company for investing in the Interests.

As part of verifying your status as an Accredited Investor, you must either access the online portal maintained by the Company’s third-party fund administrator to make certain statements and provide certain supporting information regarding your qualifications as an Accredited Investor or complete, sign, and return the Accredited Investor Representation Letter provided below.

The nature of this Company’s offering of Interests and the requirements of the exemption from registration of the Interests on which the Company is relying impose obligations on the Company to verify that each investor is in fact an Accredited Investor.

All of your statements in the Letter and all required supporting documentation delivered by you or on your behalf in connection with the Letter (collectively, the “Investor Information”) will be treated confidentially. However, you understand and agree that the Company may present the Investor Information to its legal, accounting, and financial advisors and such parties as it deems appropriate to establish that the issuance and sale of the Interests (a) is exempt from the registration requirements of the Securities Act or (b) meets the requirements of applicable state securities laws.

You understand that the Company, the Manager, and counsel engaged on behalf of the Company will rely on your representations and other statements and documents included in the Investor Information in determining your status as an Accredited Investor, your suitability for investing in the Interests, and whether to accept your subscription for the Interests.

The Company reserves the right, in its sole discretion, to verify your status as an Accredited Investor using any other methods that it may deem acceptable from time to time. However, you should not expect that the Company will accept any other such method. The Company may refuse to accept your request for investment in the Interests for any reason or for no reason.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

ALLIANCE MEDICAL FUND I LLC ACCREDITED INVESTOR REPRESENTATION LETTER

Alliance Medical Fund I LLC

c/o Alliance Medical Fund I Manager LLC 2201 Waukegan Rd. Suite 120

Bannockburn, IL 60015

Dear Alliance Medical Fund I Manager:

I am submitting this Accredited Investor Representation Letter (the “Letter”) in connection with the offering of limited liability company interests (the “Interests”) in Alliance Medical Fund I LLC (the “Company”). I understand that the Interests are being sold only to accredited investors (“Accredited Investors”) as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

I hereby represent and warrant to the Company that I qualify as an Accredited Investor on the basis that:

(You must choose Part A OR B below AND check the applicable boxes.)

A.

I am a NATURAL PERSON and:

(An investor using this Part A must check box (1), (2), OR (3).)

[ ]

(1)

Income Test: My individual income exceeded $200,000 in each of the two most recent years or my joint income together with my spouse or spousal equivalent exceeded $300,000 in each of those years;

and

I reasonably expect to earn individual income of at least $200,000 this year or joint income with my spouse or spousal equivalent of at least

$300,000 this year.

To support the representation in A(1) above: (You must check box (a), (b) OR (c).)

[ ]

(a)

I will deliver to the Company copies of Form W-2, Form 1099, Schedule K-1 of Form 1065 or a filed Form 1040 for each of the two most recent years showing my income or my joint income with my spouse or spousal equivalent as reported to the IRS for each of those years. I understand that I may redact such documents to avoid disclosing personally identifiable information, such as Social Security numbers, that is not necessary to confirm annual income.

OR

[ ]

(b)

My salary or my joint salary with my spouse or spousal equivalent is publicly available information that has been reported in a document made available by the

U.S. government or any state or political subdivision thereof (for example, reported in a filing with the Securities and Exchange Commission) and I will deliver to the Company copies of such publicly available materials identifying me or me and my spouse or

spousal equivalent by name and disclosing the relevant

salary information for each of the two most recent years.

OR

[ ]

(c)

In accordance with the procedures described below under the heading “Independent Third-Party Verification,” I will assist in arranging for a registered broker-dealer, SEC-registered investment adviser, licensed attorney, certified public accountant, or a nationally-recognized Accredited Investor verification service approved by the Company to deliver to the Company written confirmation of my status as an Accredited Investor based on my individual income or my joint income together with my spouse or spousal

equivalent.

[ ]

(2)

Net Worth Test: My individual net worth, or my joint net worth together with my spouse or spousal equivalent, exceeds $1,000,000.

For these purposes, “net worth” means the excess of:

my total assets at fair market value (including all personal and real property, but excluding the estimated fair market value of my primary residence)

minus

my total liabilities.

For these purposes, “liabilities”:

exclude any mortgage or other debt secured by my primary residence in an amount of up to the estimated fair market value of that residence; but

include any mortgage or other debt secured by my primary residence in an amount in excess of the estimated fair market value of that residence.

I confirm that my total individual liabilities, or my total joint liabilities together with my spouse or spousal equivalent, do not exceed

$ . I represent that all liabilities necessary to determine my individual net worth, or my joint net worth together with my spouse or spousal equivalent, for the purpose of determining my status as an Accredited Investor are reflected in the dollar amount in the preceding sentence.

In addition, I confirm that I have not incurred any incremental mortgage or other debt secured by my primary residence in the 60 days preceding the date of the Letter, and I will not incur any incremental mortgage or other debt secured by my primary residence prior to the date of the closing for the sale of the Interests. I agree to promptly notify the Company if, between the date of the Letter and the date of the closing for the sale of the Interests, I incur any incremental mortgage or other debt secured by my primary residence. (NOTE: If the representation in the first sentence of this paragraph is untrue or becomes untrue prior to

the date of the closing for the sale of the Interests, you may still be able to invest in the Interests. However, you must first contact the Company

for additional instructions on how to calculate your net worth for purposes of this offering.)

To support the representations in A(2) above: (You must check box (a) OR (b).)

[ ]

(a)

I will deliver to the Company:

Copies of bank statements, brokerage statements, other statements of securities holdings, certificates of deposit, tax assessments, and/or appraisal reports issued by independent third parties that show my individual assets or my joint assets together with my spouse or spousal equivalent;

and

A copy of a consumer credit report for me (or copies of consumer credit reports for me and my spouse or spousal equivalent) issued by TransUnion, EquiFax or Experian.

I understand that each document described in paragraphs (i) and (ii) above must be dated no earlier than three months prior to the date of the closing for the sale of the Interests. I understand that I may redact any of these documents to avoid disclosing personally identifiable information, such as Social Security numbers, that is not necessary to confirm net worth.

OR

[ ]

(b)

In accordance with the procedures described below under the heading “Independent Third-Party Verification,” I will assist in arranging for a registered broker-dealer, SEC-registered investment adviser, licensed attorney, certified public accountant, or a nationally-recognized Accredited Investor verification service approved by the Company to deliver to the Company written confirmation of my status as an Accredited Investor based on my individual net worth or my joint net worth together with my spouse or spousal equivalent.

[ ]

(3)

Company Insider or Verifiable Professional:

[ ] I am a director, executive officer, knowledgeable employee of the Company, or manager of the Company or a director, executive officer, or manager of the Manager.

[ ] I hold and maintain in good standing with a verifiable professional certification, designation, or credential as designated by the SEC via Commission Order or, any one of the following securities licenses: Series 7, Series 65, Series 82.

B.

I am a LEGAL ENTITY that is:

(An investor using this Part B must check at least one box below. NOTE: An investor that checks any of boxes B(1) through B(12) must contact the Company for additional instructions.)

[ ]

(1)

A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.

[ ]

(2)

A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.

[ ]

(3)

An insurance company as defined in the Securities Act.

[ ]

(4)

An investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”).

[ ]

(5)

A business development company as defined in Section 2(a)(48) of the Investment Company Act.

[ ]

(6)

A private business development company as defined in the Investment Advisors Act of 1940.

[ ]

(7)

A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or 301(d) of the Small Business Investment Act of 1958.

[ ]

(8)

An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the Interests, with total assets in excess of $5,000,000.

[ ]

(9)

A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of

$5,000,000.

[ ]

(10)

Or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA,

(ii) a plan described in Section 4975(e)(1) of the Code or (iii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Keogh plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or U.S. entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act and in which 25% or more of the value of any class of equity interests is held by a benefit plan investor (including an entity which is deemed to hold the assets of any employee benefit plan or Non-ERISA Plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101.

For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interests held by a person (other than such a plan or entity) who has discretionary authority or control with

respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such

assets, or any affiliates of such person, is disregarded.

[ ]

(11)

Or is acting on behalf of, an employee benefit plan that is subject to ERISA or is a plan described in Section 4975(e)(1) of the Code (including a trust described in Section 401(a) of the Code which forms part of a plan, or a plan described in Section 403(a) of the Code, which trust or plan is exempt from tax under Section 501(a) of the Code, an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an Archer MSA described in Section 220(d) of the Code, a health savings account described in Section 223(d) of the Code, or a Coverdell education savings account described in Section 530 of the Code), or are an entity deemed to hold the assets of any such plan or plans, if the investment decision is made by a plan fiduciary, as defined in such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, the investment decisions are made solely by persons that are Accredited Investors.

[ ]

(12)

Any of the following entities:

[ ] A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, whose purchase is directed by a “sophisticated” person as described in Section 506(B)(b)(2)(ii) of the Code; and/or limited liability companies with $5 million in assets, SEC- and state-registered investment advisers, exempt reporting advisers, and rural business investment companies (RBICs); or

[ ] Indian tribes, governmental bodies, funds, and entities organized under the laws of foreign countries, that own “investments,” as defined in Rule 2a51-1(b) under the Investment Company Act, in excess of

$5,000,000 and that was not formed for the specific purpose of investing in the securities offered; or

[ ] “Family Offices” with at least $5,000,000 in assets under management and their “family clients,” as each term is defined under the Investment Advisers Act.

[ ]

(13)

An entity in which all of the equity owners are Accredited Investors.

(NOTE: If box (13) is checked, each equity owner of the entity must individually complete and submit to the Company its own copy of the Letter.)

SUPPORTING DOCUMENTATION

I understand that the Company may request additional supporting documentation from me in order to verify my status as an Accredited Investor and I hereby agree to promptly provide any such additional supporting documentation.

I further understand that, even if I complete and execute the Letter and provide all additional supporting documentation requested by the Company, the Manager may in its sole discretion refuse to accept my subscription for the Interests for any reason or for no reason.

RELIANCE ON REPRESENTATIONS; INDEMNITY

I understand that the Company, the Manager, and their respective counsels are relying upon my representations in the Letter and upon the supporting documentation to be delivered by me or on my behalf in connection with the Letter (collectively, the “Investor Information”). I agree to indemnify and hold harmless the Company, the Manager, and their respective officers, managers, partners, shareholders, members, directors, employees, and agents, and any person who controls any of the foregoing, against any and all loss, liability, claim, damage and expense (including reasonable attorneys’ fees) arising out of or based upon any misstatement or omission in the Investor Information or any failure by me to comply with any covenant or agreement made by me in the Investor Information.

SHARING OF INVESTOR INFORMATION

I understand and agree that the Company may present the Investor Information to its legal, accounting, and financial advisors and such parties as it deems appropriate to establish that the issuance and sale of the Interests (a) is exempt from the registration requirements of the Securities Act or (b) meets the requirements of applicable state securities laws.

INVESTOR’S SIGNATURE

Individual(s):

Print Name

Entity:

Print Name of Entity

Signature

Signature

Print Name of joint Investor, if applicable

Title or Capacity

Signature of joint Investor, if applicable

Date:

Date:

SPOUSE’S OR SPOUSAL EQUIVALENT’S SIGNATURE

(NOTE: The investor’s spouse need only sign the Letter if the investor is a natural person proving its Accredited Investor status based on joint income or joint net worth with such spouse under Part A(1)(a) or Part A(2)(a) above. A spouse who signs the Letter makes all representations set out in the Letter, including those relating to joint income or joint net worth, as applicable, on a joint and several basis.)

Spouse or Spousal Equivalent:

Print Name

Signature

Date:

UNITED STATES INTERNAL REVENUE SERVICE FORM W-9

[See attached]
Type of Offering
Subscription Agreement *
I acknowledge that I have read the Subscription Agreement.

Basic Info

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Subscriber Name *
Type of Shares: Common

Investment Amount: $ USD

E-signature (Type Full Legal Name as Displayed Below)
E-signature (Type Full Legal Name as Displayed Below)

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If you are an accredited investor, check the "I am an accredited investor" box.
Accredited Investor
I am an accredited investor

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Investor Information
Investing As *
Title *
Name *
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Investors must be at least 18 years old.
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Identity Check

Our FINRA Broker Dealer is required to keep on file a form that accurately describes who you are. This is "Know Your Client" information.

Document for Identity Check *
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Client Relationship Summary (CRS) Document

Castle Placement, LLC. (“Castle”, “we”, or “us”) is a registered with the Securities and Exchange Commission as a broker-dealer and member of FINRA/SIPC. This disclosure includes information about Castle’s services, fees and costs, and conflicts of interest that we are required to provide to you, as a retail investor. PLEASE RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS Investment products offered through Castle are not insured by the FDIC or any other federal government agency, are not deposits or other obligations of, or guaranteed by, a bank or any bank affiliate, and are subject to investment risks, including possible loss of the principal amount invested. Investments in equity crowdfundings and private placements are extremely illiquid, and your entire investment amount could be lost. Castle does not make recommendations of securities to investors The company issuing securities is Castle’s client If you are an investor, you are not a customer or client of Castle Brokerage and investment advisory services differ, and that it is important for you to understand these differences. We are not an investment advisor and do not provide investment advisory services, portfolio management, or advice or recommendations about your overall investment portfolio or the types of account(s) you should have. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers. What Investment Services and Advice can you Provide Me? We do not provide any investment services, advice or recommendations to you. Castle Investment Offerings: Our equity crowdfunding and private placement brokerage services include Regulation A+ broker/dealer services, Regulation Crowdfunding broker/dealer services, Regulation D broker/dealer services, and other investment banking services. All transactions are done on an agency basis by Castle. Castle’s client is the issuer and Castle gets paid its fee from the issuer. Castle Brokerage Services: Castle’s brokerage services include a variety of investment banking services. We do not provide you with investment recommendations. Castle acts in its capacity as a broker/dealer on behalf of its client, the issuer. We do not have a fiduciary obligation to you as an investor. Limits on Monitoring and Investment Discretion: Castle does not exercise discretionary investment authority for you (i.e., make decisions to buy or sell your investments without your direction) or monitor your investments for you. Accordingly, you are responsible for reviewing your investments to make sure your investments are appropriate for you, taking into consideration your current financial situation, existing investment portfolio, age, target returns, investment goals, and risk tolerance. Castle does not make recommendations of securities to investors. The company issuing securities is Castle’s client. If you are an investor, you are not a customer or client of Castle. Do you Provide Investment Services, Advice, or Recommendations to Me? No. We do not provide recommendations. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide you. Here is an example to help you understand what this means: Compensation we receive from issuers of securities when we sell certain investments. We only offer agency brokerage services to retail investors, including executing transactions in private placements and other exempt offerings under Reg CF, Reg A+, and Reg D, for issuers we represent. We do not offer investment services, advice or recommendations. We do not open brokerage accounts for investors. For further clarification, as a retail investor that is considering or actually does invest in a transaction listed on Castle’s website or otherwise marketed by us, you are not our client. Our client is the issuer of the securities. Any services provided by Castle to retail investors are done so on behalf of our client, the issuer of these securities. Since retail investors in these securities are not clients of Castle and do not have accounts with Castle, Castle does not obtain any investor’s specific investment profile or circumstances (current investment portfolio, income, expenses, dependents, health, goals, risk tolerance, return objectives, other obligations/liabilities, etc.). Therefore, Castle is not in a position to, and does not, make any recommendations as to whether these securities are appropriate for a specific investor or in a specific investor’s best interest. Further, any advertisements, emails and/or any other communication received by retail investors in connection with offerings contain information and representations from the Issuer – they are not recommendations by Castle to purchase these securities or representations made by Castle, and they are not a call to action for you to invest. Your decision to invest is yours alone, with the help of your professional and legal advisors. Limitations to these offerings include: they are extremely risky and you could lose your entire investment; they are illiquid and speculative; they may not be suitable for you; the required minimum investment may be high; some offerings are only available to accredited investors or are subject to other restrictions; and fees and expenses are higher than other investments, and will reduce your return of and/or on your investment. Other risks are described more fully on our website, and in the offering materials for each investment. A particular risk to our business model is that we do not offer a diversified menu of private investments; we narrowly focus on offering securities of issuers for which we serve as managing dealer or placement agent, and the scope of our product offering is therefore limited compared to a broker that is offering you recommendations or advice. Our brokerage business is narrowly focused on the sale of securities issued by the companies that we represent. We are an issuer’s agent, which means that unless we have a written agreement with you to the contrary, we are not your agent and we do not give advice or make recommendations about specific securities, types of securities or investment strategies involving securities to you. To the extent that a solicitation or call to action is deemed to be a recommendation under U.S. law or regulation, you should be aware that we are inherently conflicted with your interests, and you should seek advice from an investment advisor or a broker who will act as your agent. What Fees Will I Pay? Brokerage Services: The primary fees you pay for Castle’s brokerage services are “transaction-based” fees. These fees are typically called “commissions” or “brokerage fees”. These fees vary depending on the investment product you select, the capacity in which we act, and the size of the transaction, and are charged up-front when you purchase the investment. You pay fees in connection with your investments, directly or indirectly through the issuer (or its sponsor) that has retained us, through which you make your investment. These fees vary depending on the issuer and type of security. Review the offering materials for each offering for a full discussion of fees and costs. Since we are the agent of the issuers, and are compensated by the issuers, we have a conflict of interest in that we have an incentive to sell you securities from which we stand to profit most. Certain securities pay us, as broker, higher fees than others, and this creates an incentive for us to sell you securities on which we receive higher fees. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. If you lose money on your investment, the fees paid will increase those losses. Contact us for more information if you have questions about fees or expenses related to a product or service. We do not provide advice or recommendations about securities, investment strategies, or investment accounts. If you seek such advice, you should establish a relationship with an investment advisor or broker to serve as your agent. If a solicitation or call to action were deemed to be a recommendation under U.S. law or regulations, then we would be subject to Regulation BI and we would be required to act in your best interest and not put our interest ahead of yours. The way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they could affect your investment results. Description of Other Fees and Costs: None What are Your Legal Obligations to Me when Providing Recommendations? How else does your Firm Make Money and what Conflicts of Interests do you Have? Castle does not make any recommendations whatsoever regarding your investment. All of our activities are done in a broker-dealer capacity. We are not an investment adviser and we do not provide investment advisory services. A conflict of interest is a situation in which Castle engages in a transaction or activity where our interest is materially averse to your interest. Potential conflicts of interest may exist when we provide services to you. The mere presence of a conflict of interest does not imply that harm to your interests will occur, but it is important that we acknowledge the presence of such conflicts. Moreover, our regulatory obligations require that we establish, maintain, and enforce written policies and procedures reasonably designed to address potential conflicts of interest associated with any recommendations to you. We take these obligations very seriously. It is important for investors to understand that the investor is not a customer or client of Castle, and Castle does not make recommendations of securities to investors. Furthermore, when someone invests in one of our transactions Castle receives a success fee (a percentage of the amount invested) from the issuer. This creates an inherent conflict of interest for Castle, and the investor should consider this when making his or her investment decision. Typically, our conflicts of interest are the result of compensation structures and other financial arrangements among Castle, our Registered Representatives, and our clients. Securities rules allow for us, our Registered Representatives, and our affiliates to earn compensation when we provide brokerage services to you. However, the compensation that we and our Registered Representatives receive varies based upon the product or service you purchase, which may create a financial incentive to recommend investment products and services that generate greater compensation to Castle. This could significantly impact your investment returns. Castle is committed to taking appropriate steps to identify, mitigate and avoid conflicts of interest. Below you will find additional information related to potential conflicts of interest. This information is not intended to be an all-inclusive list of potential conflicts, but generally describes those conflicts that may be material to you as an investor in Castle transactions. In addition to this disclosure, conflicts of interest are disclosed to you in various agreement(s) and disclosure documents and other information we make available to you, including on our website at www.castleplacement.com. How do Your Financial Professionals Make Money? Castle has both salaried personnel and independent contractors. Our salaried personnel (some of whom are registered representatives) receive a salary and discretionary bonus based upon their individual performance and firm performance. Our employees are prohibited from giving advice or making recommendations with respect to securities or investment strategies. Our independent contractors are registered representatives. They receive a portion of upfront fees paid to us, and commissions for the sales of securities issued. Our registered representatives, like our employees, are prohibited from giving advice or making recommendations with respect to securities or investment strategies. All of our employees and independent contractors are agency brokers, not advisors. Compensation is tied directly or derives from sales by us, which significantly makes worse the conflicts of interest described herein. Do You or Your Financial Professionals Have Legal or Disciplinary History Yes. While the firm does not have a legal or disciplinary history, certain registered representatives have a legal or disciplinary history to report. See investor.gov/CRS and brokercheck.finra.org/. CONVERSATION STARTERS: Ask your financial professional: • How are you and your firm compensated? Are there any conflicts? • What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean? • Given my financial situation, should I choose a brokerage service? Why or why not? • How will you choose investments to recommend to me based on my financial situation? • What services do you and your firm offer? • Who is my primary contact person? Is he or she a representative of an investment advisor or broker dealer? Who can I talk to if I have concerns about how this person is treating me? • Help me understand how these fees and costs might affect my investments? If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me? • How might your conflicts of interest affect me, and how will you address them? • As a financial professional, do you have any disciplinary history? For what type of conduct? For additional information about our brokerage services or to obtain an updated copy of this Client Relationship Summary, please visit our website at www.castleplacement.com, call us at (212) 418-1180 or contact us in writing at Castle Placement, LLC, Attn: Compliance, 1460 Broadway, New York, NY 10036. CASTLE PLACEMENT, LLC - Member FINRA/SIPC
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THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED BY RULE 506(c) OF REGULATION D UNDER THE U.S. SECURITIES ACT. ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

Q5ID, Inc.

SUBSCRIPTION AGREEMENT FOR UNITS
(SUBSCRIBERS RESIDENT IN THE U.S., CANADA, AND CERTAIN JURISDICTIONS
OUTSIDE OF NORTH AMERICA)

This Subscription Agreement (“Agreement”) is made by the undersigned subscriber (“Subscriber”) to subscribe for shares of Q5ID, Inc., an Oregon corporation (the ‎‎“Company”), and is to confirm the Subscriber’s agreement to purchase from the Company, subject to the terms and conditions set forth herein, that number of Units of the Company (each, a “Unit”) set out above the Subscriber’s name on the execution pages hereof at the price of $2.80 per Unit (the “Purchase Price”). Subject to section 1.9, each Unit consists of one share of the Company’s common stock, priced at $2.80 per share (each a “Unit Share”) and two common share purchase warrants: (i) one warrant (the “$6.00 Warrant”) which shall entitle the holder thereof to acquire one share of the Company’s common stock (each a “Warrant Share”) at a price of $6.00; and (ii) one warrant (the “$4.00 Warrant”) which shall entitle the holder thereof to acquire one Warrant Share at a price of $4.00. Each of the $6.00 Warrants and $4.00 Warrants, (each a “Warrant”) will be issued to Subscriber for no additional consideration, and shall be exercisable as follows: (i) the $6.00 Warrants shall be exercisable until the date which is two years from the Initial Closing Date (as defined below) (the “$6.00 Expiry Date”); and (ii) the $4.00 Warrants shall be exercisable until the date which is one year Initial Closing Date (as defined below) (the “$4.00 Expiry Date”). The provisions of the Warrants and the attributes and characteristics of the Warrants will be substantially as described herein and, otherwise will be set out in the Warrant Certificates (as defined herein) and contain such terms and provisions (including standard adjustment provisions).

Castle Placement, LLC (“Castle”) is acting as one of the placement agents in connection with this Offering (as defined herein). In connection with Subscriber’s purchase hereunder, Castle will be acting as placement agent, and will be referred to herein as the “Agent”. This subscription is part of a larger offering (the “Offering”) of up to 7,500,000 Units for gross proceeds of up to $21,000,000. The Company has granted the agents in the Offering an option to increase the size of the Offering by up to an additional 1,125,000 Units (the “Additional Securities”) at the Purchase Price, exercisable no later than two (2) Business Days prior to the Initial Closing Date or in the event of an Additional Closing Date, such Additional Closing Date, subject to a maximum of 1,125,000 Units.

In the event a Liquidity Event (as defined herein) has not occurred on or before June 30, 2025, the Company hereby agrees to issue to the Subscribers, for no additional consideration, such number of Common Shares equal to 10% of the aggregate number of Units issued hereunder (the “Penalty Securities”).

The Subscriber agrees to be bound by the terms and conditions set forth in this Subscription Agreement including without limitation the terms, representations, warranties, covenants, certifications and acknowledgements set forth in the applicable schedules attached thereto. The Subscriber further agrees, without limitation, that the Company may rely upon the Subscriber’s representations, warranties, covenants, certifications and acknowledgments contained in such documents.

SUBSCRIPTION

Irrevocable Commitment to Purchase Units. Subject to the conditions set forth in Section ‎‎1.6 below, Subscriber irrevocably commits to purchase from the Company the number of Units set out above the Subscriber’s name on the execution pages hereof.‎

Purchase Price. The purchase price for the Units is $2.80 per Unit for an aggregate purchase price set out above the Subscriber’s name on the execution pages hereof. ‎

Stock Purchase Warrants. Each Warrant shall entitle the holder thereof to acquire one Warrant Share (as defined herein). Each Unit includes two Warrants: one $6.00 Warrant and one $4.00 Warrant, each exercisable prior to the $6.00 Expiry Date or the $4.00 Expiry Date, as applicable (and as each such term is defined herein). The provisions of the Warrants and the attributes and characteristics of the Warrants will be substantially as described herein and, otherwise will be set out in the Warrant Certificates (as defined herein) and contain such terms and provisions (including standard adjustment provisions), in substantially the form attached as Exhibit A-1 and Exhibit A-2. In this ‎Agreement, the Shares and the Warrants are collectively referred to as the “Offered Securities” and/or “Securities” and “Purchased Securities” refers to Offered Securities purchased by a Subscriber.‎

Early Exercise Incentive. Each Warrant will include a provision which will provide for the issuance of additional Common Shares for exercises of such Warrant at any time prior to 6 months before the applicable Expiry Date (the “Early Exercise Incentive”). This Early Exercise Incentive will operate to award an additional number of Common Shares equal to 20% of the number of Common Shares underlying the Warrant. The Early Exercise Incentive will only be available to holders who exercise the Warrants by paying the exercise price in cash, and not for exercises pursuant to the net exercise provisions of such Warrants. The Early Exercise Incentive is more specifically described in the form of Warrants attached as Exhibit A-1 and Exhibit A-2.

Issuance of Purchased Securities. Subject to the satisfaction of the conditions set forth in ‎Section 1.6 below, the Company will issue the Purchased Securities to Subscriber. ‎

Conditions to Purchase. The purchase of the Shares by Subscriber and the issuance of the ‎Shares and Warrant by the Company is conditioned on the following:‎

Subscriber has fully and accurately completed and signed the following documents (the ‎‎“Subscription Documents”) which are included in this Agreement:‎

‎Accredited Investor Representation and Verification Letter (Schedule 2.5);‎

Spousal Consent (Exhibit B) (if Subscriber is an individual and is married or ‎a member of a domestic partnership); and

‎Joinder Agreement (Exhibit C) (if Subscriber is a New Shareholder pursuant to Section 4 of this Agreement).

Subscriber has complied with such other accredited investor verification processes as specified by the Agent.

The Company’s acceptance, in its sole discretion, of this Agreement and the ‎Subscription Documents by providing Subscriber with a countersigned copy of ‎this Agreement. ‎

Closing. The Offered Securities are being offered as part of the Offering that has an initial closing date of October 31, 2022 (the “Initial Closing Date”) or such other initial closing date as may be agreed to by the Agent and the Company, and other subsequent closing dates thereafter as determined by the Company and the Agent (each, an “Additional Closing” at an “Additional Closing Date”), with such Additional Closings taking place no later than December 31, 2022. No minimum amount is required to be raised on the Initial Closing Date or on Additional Closing Dates. Each closing (a “Closing”) will be held at the offices of Schwabe Williamson & Wyatt PC, 1211 SW Fifth Avenue, Suite 1900, Portland, OR 97204 or such other location as determined by the Company and the Agent. Provided the conditions in Section 1.6 are satisfied, ‎closing of the Offering and issuance of Purchased Securities to Subscriber will occur ‎simultaneously with each Closing, as applicable, and issuance ‎of the Purchased Securities to Subscribers for which the Company has accepted ‎signed subscription agreements. ‎

Payment. Subscriber will pay the aggregate Purchase Price for the Purchased Securities by delivering to the Agent a certified check or wire transfer or other form of payment acceptable to the Agent.

Change in Terms in Connection with Additional Closing(s). It is a term and condition of the issuance of Units that in the event that the Company sells Units to any other purchaser as part of the Offering at a subsequent Additional Closing, and the pricing or other terms of such sale are more favorable from an economic standpoint as compared with the terms of the sale of Units to Subscriber hereunder, the Company will make an adjustment or adjustments to the subscription evidenced hereby to provide for equivalent terms in favor of Subscriber. By way of example, such adjustments may include: (a) in the event that the price per Unit Share in such Additional Closing is lower than the price per Unit Share set forth herein, the Company shall automatically issue, for no additional consideration, to Subscriber such additional number of Unit Shares necessary to achieve the same overall price per Unit Share as the price per Unit Share used in such subsequent sale to such other purchaser or purchasers; or (b) in the event that the number or terms of Warrants issued in connection with such Additional Closing are more favorable than the number or terms of Warrants issued in connection with this Agreement, the Company will, for no additional consideration, provide for the exchange of the Warrants issued to Subscriber for replacement Warrants in an additional proportional amount and/or on such equivalent more favorable terms as the issuance to such other purchaser or purchasers. In all such cases, the Company shall exercise its reasonable good faith discretion with the input of the Agent in determining whether the terms of any such subsequent sale of Units in the Offering is more favorable from an economic standpoint than the terms of the sale of Units to Subscriber hereunder. For the avoidance of doubt, the Company shall have no obligation to Subscriber to make adjustments to account for non-economic terms that may be offered to other investors, such as a right to nominate board members or the granting of board observer rights to certain investors.

Definitions. For the purposes of this Agreement:

“Canadian Purchaser” shall mean any purchaser of Offered Securities that is subject to the securities laws of any province or territory of Canada.

“Common Shares” or “Shares” means the shares of common stock of the Company.

“Liquidity Event” means the occurrence of a financing to raise minimum gross proceeds of $10,000,000 together with one of the following:

the Company completing a Public Offering Transaction; or

the Company completing an RTO/Merger Transaction.

“Public Offering Transaction” means a bona-fide public offering of Common Shares or comparable equity securities by the Company or an affiliated entity pursuant to a prospectus or registration statement filed with one or more securities commissions in Canada, the United States and/or the United Kingdom and resulting in the listing of such securities on (i) a recognized stock exchange in Canada, (ii) a national United States stock exchange or (iii) a recognized stock exchange in the United Kingdom.

“Resulting Issuer” means the listed corporation resulting from the completion of an RTO/Merger Transaction.

“Resulting Issuer Securities” means any equity security of a Resulting Issuer that is comparable to the Common Shares.

“RTO/Merger Transaction” means a reverse takeover, statutory amalgamation, merger, statutory arrangement, business combination, share exchange, qualifying transaction or similar transaction involving the Company or an affiliated entity and a reporting issuer in a province of Canada or a public company in any jurisdiction and in which, in all cases, results in a class of Common Shares or equity securities of the Company or an affiliated entity (or the equity securities of a successor issuer) being listed and posted for trading on (i) a recognized stock exchange in Canada, (ii) a national United States stock exchange or (iii) a recognized stock exchange in the United Kingdom.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

REPRESENTATIONS, WARRANTIES, AND COVENANTS OF ‎SUBSCRIBER

Subscriber (whether such Subscriber is a U.S. Purchaser or a Canadian Purchaser) represents, warrants, and covenants to the Company as follows: ‎

Status.‎

If Subscriber is an individual, Subscriber is the age of majority in the jurisdiction where the Subscriber is resident and in any event, at least 18 years of age.‎

If Subscriber is an individual, Subscriber is a bona fide resident and domiciliary of the ‎State or Province specified on the signature page of this Agreement and has no ‎present intention of becoming a resident of any other State, Province or ‎jurisdiction. ‎

If Subscriber is a business entity or trust, Subscriber is duly organized and validly ‎existing under the laws of the State, Province or jurisdiction specified on the signature page of this ‎Agreement.‎

Authority. Subscriber has full power and authority to sign and deliver this Agreement and to ‎perform all of Subscriber’s obligations under this Agreement.‎

Binding Obligation. This Agreement is the legal, valid, and binding obligation of Subscriber, ‎enforceable against Subscriber in accordance with its terms, except as enforceability ‎may be limited by bankruptcy, insolvency, or other similar laws of general application ‎or by general principles of equity.‎

No Conflicts. The signing and delivery of this Agreement by Subscriber and the performance ‎by Subscriber of all of Subscriber’s obligations under this Agreement will not:‎

if Subscriber is a business entity or trust, conflict with Subscriber’s articles of ‎incorporation, bylaws, articles of organization, operating agreement or trust ‎documents (as applicable); ‎

breach any agreement to which Subscriber is a party, or give any person the right to ‎accelerate any obligation of Subscriber;‎

violate any law, judgment, or order to which Subscriber is subject; or

require the consent, authorization, or approval of any person, including but not limited ‎to any governmental body.‎

Accredited Investor. Subscriber is an ‎‎“accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act. ‎Subscriber has completed the Accredited Investor Representation and Verification Letter in the form attached as Schedule 2.5, which indicates which category of accredited investor that ‎Subscriber comes within. The information on Schedule 2.5, and all information provided to the Agent in connection with the accredited investor verification process is accurate in all material ‎respects as of the date hereof. ‎

Private Placement Memorandum. Subscriber has received a copy of, has had a reasonable ‎time to review, and has reviewed, the Confidential Private Placement Memorandum ‎dated August 15, 2022, including all risk factors contained therein and all exhibits thereto (the ‎‎“PPM”). Subscriber has had an opportunity to consult with legal counsel regarding this ‎document.‎

Speculative Investment. Subscriber understands that:‎

the Securities are a speculative investment and involve a high degree of risk of loss of ‎Subscriber’s investment;

Subscriber may be unable to liquidate Subscriber’s investment in the Securities because ‎the Securities are subject to substantial transfer restrictions and because no public ‎market exists for the Securities; and

there is a risk that insufficient funds may be raised on the Closing to fund the Company’s objectives and that further closings may or may not take place after the Closing. Subscriber further acknowledges that the Company may complete additional financings at prices, on terms and in amounts as may be determined by the Company, from time to time in the future and that such future financings may have a dilutive effect on current shareholders, including the Subscriber but there is no assurance that such financings will be available on reasonable terms or at all.

Sophistication.‎

Subscriber has the knowledge and experience in financial and business matters ‎necessary to make Subscriber capable of evaluating the merits and risks of an ‎investment in the Securities.‎

Subscriber has had the opportunity to ask questions and receive answers concerning the ‎Company and the terms and conditions of the purchase of the Securities, and to ‎obtain any additional information deemed necessary by Subscriber to evaluate the ‎merits and risks of an investment in the Securities. Subscriber has obtained all of ‎the information desired in connection with the Securities.‎

Non-Reliance. In deciding whether to enter into this Agreement, Subscriber has relied solely on ‎the information, statements, and representations contained in this Agreement and in the PPM. Subscriber has not relied on any information provided ‎by, or on any statements or representations made by, the Company or any officer or ‎authorized representative of the Company, other than the information, statements, and ‎representations contained in this Agreement and in the PPM.‎

Investment Intent.‎

Subscriber is acquiring the Securities solely for Subscriber’s own account, for ‎investment, and not with a view to or for resale in connection with any ‎distribution of the Securities.‎

Subscriber has no oral or written agreement or plan to sell, transfer, or pledge or ‎otherwise dispose of the Securities to any person.‎

Subscriber understands that Subscriber must bear the economic risk of owning the ‎Shares for an indefinite period of time.‎

Transfer and Securities Law Restrictions.‎

Subscriber is aware that the Offered Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and that the Offered Securities may not be offered or sold without registration under the U.S. Securities Act or compliance with the requirements of an exemption from such registration requirements and the applicable securities laws of any state of the United States and acknowledges that the Company has no present intention of filing a registration statement under the U.S. Securities Act in respect of the Offered Securities‎.

The Purchased Securities will be “restricted securities” as defined in Rule 144 under the U.S. Securities Act and will bear the following legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ''U.S. SECURITIES ACT'') OR ANY APPLICABLE STATE SECURITIES LAWS, AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) AGREES THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER, DIRECTLY OR INDIRECTLY, THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO THE CORPORATION; (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE U.S. SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE U.S. SECURITIES ACT (IF AVAILABLE); OR (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE OF (B) OR (C) ABOVE PURSUANT TO ANY APPLICABLE STATE SECURITIES LAWS AND (2) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY PURSUANT TO SUBPARAGRAPH (B) ABOVE, FURNISH TO THE CORPORATION OR CORPORATION’S COUNSEL SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED BY THE CORPORATION TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.”

The Purchased Securities may not be resold unless registered under the U.S. Securities Act and applicable securities laws of any state of the United States or sold pursuant to an exemption from such registration requirements, including Rule 144, and an opinion letter of legal counsel is delivered to the Company and its transfer agent, if any; provided however that in connection with any sale or disposition of Purchased Securities pursuant to Rule 144 of the U.S. Securities Act or pursuant to any other exemption under the U.S. Securities Act such that the purchaser acquires freely tradable shares, the Company shall cause, at its sole expense, its legal counsel to issue appropriate opinion letters for the purposes of the Company or its transfer agent, if any, issuing replacement certificates representing such securities without restrictive legends.

Subscriber understands and agrees that the Warrants may not be exercised unless (i) the Warrant Shares are registered under the U.S. Securities Act and any applicable securities laws of any state of the United States or (ii) the person seeking to exercise the Warrants was the original Purchaser of the Warrants (as part of the Units) under a Subscription Agreement and, at the time of such exercise, such person reaffirms the representations and warranties made by such person in the Subscription Agreement and herein, or (iii) exemptions from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States are available and the person seeking to exercise the Warrants has delivered an opinion of counsel of recognized standing to such effect reasonably satisfactory to the Company.

Subscriber understands that the Shares will be subject to certain transfer and other ‎restrictions set forth in the Shareholders’ Agreement, dated May 1, 2019, between ‎the Company and the Company’s Shareholders (the “Shareholders’ ‎Agreement”). ‎The Company may place conspicuously upon each certificate representing the Shares a legend substantially in the following form, the terms of which are agreed to by Subscriber:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN A SHAREHOLDERS’ AGREEMENT DATED MAY 1, 2019 AMONG THE COMPANY AND ITS SHAREHOLDERS.”

Tax Matters.   Subscriber understands and agrees that there may be material tax consequences to the Subscriber of an acquisition, disposition, exercise, or conversion of any of the Offered Securities; the Company gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under federal, state, local or foreign tax law of the Subscriber’s acquisition or disposition of Purchased Securities.

No Assignment. Subscriber will not assign or delegate any of Subscriber’s rights or obligations ‎under this Agreement to any person.‎

Placement Agents.

(a)   Castle. Subscriber understands and acknowledges that the Company and Agent have entered into a engagement letter agreement (the “Engagement Agreement”) in connection with the Offering and the Company will compensate Agent in the form of commissions and fees and expense reimbursement for its services in connection with the Offering. Pursuant to the terms of the Engagement Agreement, Agent will receive compensation in connection with the Offering as follows: (i) cash commissions equal to 4% of the amount invested by participants in the Offering identified by Agent (ii) cash commissions equal to 2% of the amount invested by new participants in the Offering identified by Agent and the Company; (iii) a one-time cash commission of $5,000 in connection with investments by certain shareholders of the Company; and (iv) share purchase warrants to acquire such number of Shares equal to 2% of the shares of Common Stock sold pursuant to the Offering to all participants (excluding certain shareholders of the Company.

(b)   Other Placement Agents. Subscriber understands and acknowledges that the Company has entered into agreements with other placement agents in connection with the Offering and the Company will compensate such placement agents in the form of commissions and fees and expense reimbursement for its services in connection with the Offering. As part of such agreements, placement agents, other than Castle, may also be paid by the Company in connection with the Subscriber’s subscription hereunder. Such fees may include the issuance of share purchase warrants to acquire Shares.

Sources of Funds. The funds representing the aggregate subscription price for the Purchased Securities which will be advanced by the Subscriber hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, and the Purchaser acknowledges that the Company and the Agent may in the future be required by law to disclose the Subscriber's name and other information relating to this Subscription Agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to such legislation. To the best of the Subscriber’s knowledge, none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a Person who has not been identified to the Subscriber. The Subscriber shall promptly notify the Company and the Agent if the Subscriber discovers that any of such representations ceases to be true, and shall provide the Company and the Agent with appropriate information in connection therewith. Notwithstanding that the Subscriber may be purchasing Purchased Securities as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Company or the Agent in order to comply with the foregoing.

ADDITIONAL ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND ‎COVENANTS OF CANADIAN PURCHASERS

If Subscriber is a Canadian Purchaser, Subscriber acknowledges, represents, warrants ‎and covenants to the Company as follows:‎

Accredited Investor. Subscriber has completed Schedule 3.1, and ‎Subscriber’s representations, warranties and certifications in Schedule 3.1 are ‎accurate in all material respects as of the date hereof. ‎

Not a Reporting Issuer. The Company is not a reporting issuer as that term is defined in ‎applicable Canadian securities legislation nor will it ‎become a reporting issuer in any ‎jurisdiction of Canada or elsewhere following completion of this ‎offering and, as a ‎result:‎

The Company will not be subject to the continuous disclosure requirements of such ‎securities ‎legislation, including the requirements relating to the production ‎and filing of audited ‎financial statements and other financial information, ‎and

any applicable hold periods under applicable Canadian securities legislation may ‎never expire, ‎and the Securities may be subject to restrictions on resale for ‎an indefinite period ‎of time.‎

Restrictions on Resale. There are restrictions on the Subscriber’s ability to resell the ‎Securities and it is the responsibility of ‎the Subscriber to find out what those ‎restrictions are and to comply with such restrictions before ‎selling any of the ‎Securities.‎

Canadian Legend. Upon the issuance thereof, and until such time as the same is no ‎longer required under the applicable ‎securities laws and regulations, any certificates ‎representing the Securities will bear a ‎legend pursuant to applicable Canadian ‎securities legislation.‎

Prospectus Exemption. The Company has advised the Subscriber that the Company is ‎relying on an exemption from the requirements to ‎provide the Subscriber with a ‎prospectus and to sell the Securities through a person registered to sell securities, ‎under Canadian provincial securities legislation, and as a consequence of acquiring the ‎Securities pursuant to such ‎exemption, certain protections, rights and remedies ‎provided by the applicable securities ‎legislation including the various provincial ‎securities acts, including statutory rights of rescission or ‎damages, will not be ‎available to Subscriber.‎

No Review. No securities commission or similar regulatory authority has reviewed or ‎passed on the merits of any of the Securities.‎

No Insurance. There is no government or other insurance covering any of the Securities.‎

Not in the United States. The Subscriber is not in ‎the United States.&l

The number of Shares of Class A Non-Voting Common Stock the undersigned hereby irrevocably subscribes for is:		_____________________ (Number of Shares)
The aggregate purchase price (based on a purchase price of $2.00 per share for the Class A Non-Voting Common Stock the undersigned hereby irrevocably subscribes for is (minimum of $250.00):		$_____________________ (Aggregate purchase price)
The Shares being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of:
	___________________________________________ (The name in which the Shares will be held.)

The number of Securities of Class A Common Stock the undersigned hereby irrevocably subscribes for is:		_____________ (print number of Securities)
The aggregate purchase price (based on a purchase price of $1.00 per share for the Class A Common Stock the undersigned hereby irrevocably subscribes for is:		$_____________ (print aggregate purchase price)
The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of:
	___________________________________________ (print name of owner or joint owners)

The number of Securities of Non-Voting Common Stock the undersigned hereby irrevocably subscribes for is:		_____________ (print number of Securities)
The aggregate purchase price (based on a purchase price of $0.25 per share for the Non-Voting Common Stock the undersigned hereby irrevocably subscribes for is:		$_____________ (print aggregate purchase price)
The Securities being subscribed for (including any Additional Shares as described in the Form C) will be owned by, and should be recorded on the Company’s books as held in the name of:
	___________________________________________ (print name of owner or joint owners)

The number of Securities of Class B Units the undersigned hereby irrevocably subscribes for is:		_____________ (print number of Securities)
The aggregate purchase price (based on a purchase price of $2.50 per share for the Class B Units the undersigned hereby irrevocably subscribes for is:		$_____________ (print aggregate purchase price)
The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of:
	______________________________________ (print name of owner or joint owners)

	WATER ON DEMAND, INC.



	Name: J. Riggs Eckelberry
	Title: Chief Executive Officer

CERTIFICATE OF		(the “Corporation”)
	(Name of Corporation)

Individual Investor (Name of Subscriber)	Investors other than individuals (Name of Subscriber)
	By:
(Signature)
	Name:
	Title:
Date:	Date:
Co-Investors (spouses, etc.), if	Additional signatories, if applicable
applicable
	By:
(Print name of Co-Investor)	Name:
	Title:
(Signature)	Date:
Amount of Capital Commitment: $

Subscriber Information
Name of Subscriber
Address of Subscriber

Country of Residence / State of Incorporation		Taxpayer Identification Number or Social Security Number
Total Amount of Subscription (in $)
Information pertaining to the financial institution from which the Subscriber’s capital contributions will be paid to the Company
Account Name
Name and Address of Financial Institution

Contact Information
Name of Contact and Position or Title of Contact / Relationship to Subscriber
Address of Contact

Telephone Number		Facsimile Number
E-Mail Address

A.	I am a NATURAL PERSON and: (An investor using this Part A must check box (1), (2), OR (3).)
	[ ]	(1)	Income Test: My individual income exceeded $200,000 in each of the two most recent years or my joint income together with my spouse or spousal equivalent exceeded $300,000 in each of those years; and I reasonably expect to earn individual income of at least $200,000 this year or joint income with my spouse or spousal equivalent of at least $300,000 this year. To support the representation in A(1) above: (You must check box (a), (b) OR (c).)
			[ ]	(a)	I will deliver to the Company copies of Form W-2, Form 1099, Schedule K-1 of Form 1065 or a filed Form 1040 for each of the two most recent years showing my income or my joint income with my spouse or spousal equivalent as reported to the IRS for each of those years. I understand that I may redact such documents to avoid disclosing personally identifiable information, such as Social Security numbers, that is not necessary to confirm annual income. OR
			[ ]	(b)	My salary or my joint salary with my spouse or spousal equivalent is publicly available information that has been reported in a document made available by the U.S. government or any state or political subdivision thereof (for example, reported in a filing with the Securities and Exchange Commission) and I will deliver to the Company copies of such publicly available materials identifying me or me and my spouse or spousal equivalent by name and disclosing the relevant

for additional instructions on how to calculate your net worth for purposes of this offering.)
To support the representations in A(2) above: (You must check box (a) OR (b).)
			[ ]	(a)	I will deliver to the Company: Copies of bank statements, brokerage statements, other statements of securities holdings, certificates of deposit, tax assessments, and/or appraisal reports issued by independent third parties that show my individual assets or my joint assets together with my spouse or spousal equivalent; and A copy of a consumer credit report for me (or copies of consumer credit reports for me and my spouse or spousal equivalent) issued by TransUnion, EquiFax or Experian. I understand that each document described in paragraphs (i) and (ii) above must be dated no earlier than three months prior to the date of the closing for the sale of the Interests. I understand that I may redact any of these documents to avoid disclosing personally identifiable information, such as Social Security numbers, that is not necessary to confirm net worth.
					OR
			[ ]	(b)	In accordance with the procedures described below under the heading “Independent Third-Party Verification,” I will assist in arranging for a registered broker-dealer, SEC-registered investment adviser, licensed attorney, certified public accountant, or a nationally-recognized Accredited Investor verification service approved by the Company to deliver to the Company written confirmation of my status as an Accredited Investor based on my individual net worth or my joint net worth together with my spouse or spousal equivalent.
	[ ]	(3)	Company Insider or Verifiable Professional: [ ] I am a director, executive officer, knowledgeable employee of the Company, or manager of the Company or a director, executive officer, or manager of the Manager. [ ] I hold and maintain in good standing with a verifiable professional certification, designation, or credential as designated by the SEC via Commission Order or, any one of the following securities licenses: Series 7, Series 65, Series 82.
B.	I am a LEGAL ENTITY that is:

(An investor using this Part B must check at least one box below. NOTE: An investor that checks any of boxes B(1) through B(12) must contact the Company for additional instructions.)
[ ]	(1)	A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.
[ ]	(2)	A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.
[ ]	(3)	An insurance company as defined in the Securities Act.
[ ]	(4)	An investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”).
[ ]	(5)	A business development company as defined in Section 2(a)(48) of the Investment Company Act.
[ ]	(6)	A private business development company as defined in the Investment Advisors Act of 1940.
[ ]	(7)	A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or 301(d) of the Small Business Investment Act of 1958.
[ ]	(8)	An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the Interests, with total assets in excess of $5,000,000.
[ ]	(9)	A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000.
[ ]	(10)	Or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Keogh plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or U.S. entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act and in which 25% or more of the value of any class of equity interests is held by a benefit plan investor (including an entity which is deemed to hold the assets of any employee benefit plan or Non-ERISA Plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interests held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such

		assets, or any affiliates of such person, is disregarded.
[ ]	(11)	Or is acting on behalf of, an employee benefit plan that is subject to ERISA or is a plan described in Section 4975(e)(1) of the Code (including a trust described in Section 401(a) of the Code which forms part of a plan, or a plan described in Section 403(a) of the Code, which trust or plan is exempt from tax under Section 501(a) of the Code, an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an Archer MSA described in Section 220(d) of the Code, a health savings account described in Section 223(d) of the Code, or a Coverdell education savings account described in Section 530 of the Code), or are an entity deemed to hold the assets of any such plan or plans, if the investment decision is made by a plan fiduciary, as defined in such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, the investment decisions are made solely by persons that are Accredited Investors.
[ ]	(12)	Any of the following entities: [ ] A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interests, whose purchase is directed by a “sophisticated” person as described in Section 506(B)(b)(2)(ii) of the Code; and/or limited liability companies with $5 million in assets, SEC- and state-registered investment advisers, exempt reporting advisers, and rural business investment companies (RBICs); or [ ] Indian tribes, governmental bodies, funds, and entities organized under the laws of foreign countries, that own “investments,” as defined in Rule 2a51-1(b) under the Investment Company Act, in excess of $5,000,000 and that was not formed for the specific purpose of investing in the securities offered; or [ ] “Family Offices” with at least $5,000,000 in assets under management and their “family clients,” as each term is defined under the Investment Advisers Act.
[ ]	(13)	An entity in which all of the equity owners are Accredited Investors. (NOTE: If box (13) is checked, each equity owner of the entity must individually complete and submit to the Company its own copy of the Letter.)

INVESTOR’S SIGNATURE Individual(s): Print Name		Entity: Print Name of Entity
Signature		Signature
Print Name of joint Investor, if applicable		Title or Capacity
Signature of joint Investor, if applicable
Date:		Date:

No compensation was received for providing the testimonials contained herein; may not be representative of the experience of other clients and investors; do not guarantee future performance or success; and are advertisements of Castle Placement, LLC.

No compensation was received for providing the testimonials contained herein; may not be representative of the experience of other clients and investors; do not guarantee future performance or success; and are advertisements of Castle Placement, LLC.

Greg Lippmann – Founder, LibreMax Capital

I have worked with Ken Margolis (one of the best bosses I ever had) and Richard Luftig for decades and hold them in the highest possible regard. Castle Placement’s deal flow aligns perfectly with LibreMax’s investment philosophy – opportunistic, contrarian, special situations, etc.

Erik Conrad – President, inCommercial Property Group

Tony Ettinger – Senior Advisor, KCK Financial Services

Peter McMillan – Co-Founder, Pacific Oak Companies

Robert Bevis – CEO, LIVES Training Institute

Renata Black – CEO, EBY

Joe Gillas – President, Impact Fisheries

Max Wieder – Celcy Technologies – Client

Bill McQueen – Quarter Horse Capital – Investor

With such limited time nowadays to take in the news - I have literally narrowed it down to these "What’s Happening. A View from the Castle." I only logon to Linkedin for this update, and then I’m gone - keep 'em coming!

Dominic O’Dierno – Vice President, Q5iD, Inc. – Client

Chaz Guinn – CEO, Revolve Capital – Investor

Chris Ricciardi – CEO, Edly Inc. – Client

Gavin Evans – Director, EAT GROUP

Matt Belcher – CEO, CalTier Realty

We are an innovation real estate investment platform that is disrupting how ordinary people access multifamily opportunities. Castle Placement has been with us every step of the way and contributed significantly to our success. They are our trusted advisor, investment bank, and partner.

Stephen Johnson – Managing Director, Invesco Private Capital

Eric Fretz – Entrepreneurship Faculty Lecturer, University of Michigan

The CPGO Competition was great as always. I really appreciate you creating this space for the teams. They really seem to rise to the occasion and get a lot out of it. I very much enjoy this partnership and the growth and engagement it fosters for my students!! Thanks!

Michael Ballard – CEO, CCS Growth Partners

Bill Bymel – CEO, First Lien Capital

Jeffrey Collé – Developer, Estates by Jeffrey Collé

Rob Kramer – Managing Member, Offroad Capital Partners

Duncan Ramage – Partner, Forum Equity Partners

Mark Seigel – President, Veritas Financial Partners

Tim Nesler – Managing Director, Marengo Real Estate Investments

Rajesh Gandhi – Chairman, Choron Group

Greg Lippmann – Founder, LibreMax Capital

I have worked with Ken Margolis (one of the best bosses I ever had) and Richard Luftig for decades and hold them in the highest possible regard. Castle Placement’s deal flow aligns perfectly with LibreMax’s investment philosophy – opportunistic, contrarian, special situations, etc.

Erik Conrad – President, inCommercial Property Group

Tony Ettinger – Senior Advisor, KCK Financial Services

Peter McMillan – Co-Founder, Pacific Oak Companies

Robert Bevis – CEO, LIVES Training Institute

Renata Black – CEO, EBY

Joe Gillas – President, Impact Fisheries

Max Wieder – Celcy Technologies – Client

Bill McQueen – Quarter Horse Capital – Investor

With such limited time nowadays to take in the news - I have literally narrowed it down to these "What’s Happening. A View from the Castle." I only logon to Linkedin for this update, and then I’m gone - keep 'em coming!

Dominic O’Dierno – Vice President, Q5iD, Inc. – Client

Chaz Guinn – CEO, Revolve Capital – Investor

Chris Ricciardi – CEO, Edly Inc. – Client

Gavin Evans – Director, EAT GROUP

Matt Belcher – CEO, CalTier Realty

We are an innovation real estate investment platform that is disrupting how ordinary people access multifamily opportunities. Castle Placement has been with us every step of the way and contributed significantly to our success. They are our trusted advisor, investment bank, and partner.

Stephen Johnson – Managing Director, Invesco Private Capital

Eric Fretz – Entrepreneurship Faculty Lecturer, University of Michigan

The CPGO Competition was great as always. I really appreciate you creating this space for the teams. They really seem to rise to the occasion and get a lot out of it. I very much enjoy this partnership and the growth and engagement it fosters for my students!! Thanks!

Michael Ballard – CEO, CCS Growth Partners

Bill Bymel – CEO, First Lien Capital

Jeffrey Collé – Developer, Estates by Jeffrey Collé

Rob Kramer – Managing Member, Offroad Capital Partners

Duncan Ramage – Partner, Forum Equity Partners

Mark Seigel – President, Veritas Financial Partners

Tim Nesler – Managing Director, Marengo Real Estate Investments

Rajesh Gandhi – Chairman, Choron Group

Connect with Castle

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Forward Looking Statements

CONTACT US

No compensation was received for providing the testimonials contained herein; may not be representative of the experience of other clients and investors;
do not guarantee future performance or success; and are advertisements of Castle Placement, LLC.

No compensation was received for providing the testimonials contained herein; may not be representative of the experience of other clients and investors;
do not guarantee future performance or success; and are advertisements of Castle Placement, LLC.