Common use of Subscription Clause in Contracts

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ______, 2023, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ________, 20232022, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and InvestorInvestors’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ________, 20232024, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ______, 20232025, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ________, 20232022, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated _________, 20232025, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ______, 20232024, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for, for and agrees to purchase, purchase the Subject Offered number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by with respect to each Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a)) below. (b) Investor understands that the Offered Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ______July 1, 2023, 2025 and its exhibits, as supplemented from time to time (the “Offering Circular”), exhibits as filed with and qualified by the SEC. By subscribing for Securities and July 1, 2025, together with any subsequent post-effective amendments and offering circular supplements accept tenders of funds to pursuant to the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy terms of the Offering Circular and any other information required by Investor to make an investment decision with respect to Circular. As a result, not all investors will receive their Shares on the Subject Offered Sharessame date. (c) This Subscription Agreement subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this Subscription Agreement subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment shall (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, Company in advance, advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchasebuy and, subject to acceptance as provided below, the Subject Offered Shares Company agrees to sell and issue to Investor, such number of shares (the “Shares”) of the Series A Preferred Stock as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered The Shares are being offered have been registered pursuant to the Offering Circular dated ______a Registration Statement on Form S-3, 2023Registration No. 333-227596, and its exhibits, as supplemented from time to time which registration statement (the “Offering CircularRegistration Statement”), ) has been declared effective by the Securities and Exchange Commission and is effective on the date hereof. A final prospectus supplement will be delivered as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shareslaw. (c) This The Company may accept this Subscription Agreement may be accepted at any time for all or rejected any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Series A Preferred Stock, in whole or in part, part for any reason or for no reason, and at any time prior to the Termination DateClosing (as defined below) thereon, notwithstanding prior receipt by the Investor of notice of acceptance of the Investor’s subscription. In the event the Investor’s subscription is rejected, the Investor’s payment will be returned from escrow promptly to the Investor without interest or deduction and this Subscription will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, the Closing with respect to the Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effectsubscription has occurred. (d) The terms Provided that the full Purchase Price and a completed and manually executed copy of this Subscription Agreement shall be binding upon Investor have been tendered and not returned in accordance with Section 2, the closing of Investor’s permitted transfereespurchase of the Shares shall occur on or prior to February 22, heirs2019, successors and assigns which date may be extended by up to five business days by the Company without notice to the Investor (collectivelysuch date, as may be extended, the “TransfereesClosing Date”); provided. Promptly thereafter, however, that for any such transfer the Company shall cause the Shares to be deemed effective, the proposed Transferee shall have executed and delivered to the CompanyInvestor, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee delivery shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without by delivery of physical certificates to Investor, or if so designated, through the consent facilities of The Depository Trust Company’s DWAC system in accordance with the Company, which consent may be withheld by instructions set forth on the Company in its sole and absolute discretionInvestor’s signature page attached hereto under the heading “DWAC Instructions.”

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated __________, 20232022, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and InvestorInvestors’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated __________, 2023, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s Investors’ permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ________, 2023202__, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and InvestorInvestors’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ________, 20232021, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and InvestorInvestors’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchasebuy and, subject to acceptance as provided below, the Subject Offered Shares Company agrees to sell and issue to Investor, such number of shares (the “Shares”) of Common Stock, free of restrictive legend and stop transfer orders, as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered The Shares are being offered have been registered pursuant to the Offering Circular dated ______a Registration Statement on Form S-3, 2023Registration No. 333-248709, and its exhibits, as supplemented from time to time which registration statement (the “Offering CircularRegistration Statement”)) was declared effective by the Securities and Exchange Commission on September 17, 2020, and is effective on the date hereof. A final prospectus supplement (the “Prospectus Supplement”) will be delivered as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shareslaw. (c) This The Company may accept this Subscription Agreement may be accepted at any time for all or rejected any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Common Stock, in whole or in part, part for any reason or for no reason, and at any time prior to the Termination DateClosing (as defined below) thereon, notwithstanding prior receipt by the Investor of notice of acceptance of the Investor’s subscription. In the event the Investor’s subscription is rejected, the Investor’s payment will be returned promptly to the Investor without interest or deduction and this Subscription will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, the Closing with respect to the Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effectsubscription has occurred. (d) The terms Provided the Purchase Price has been delivered to the Company and the Company has filed the Prospectus Supplement to the Registration Statement pursuant to Rule 424(b) with respect to the offer and sale of the Shares, the closing of Investor’s purchase of the Shares pursuant to this Subscription (the “Closing”) shall occur on or prior to the second business day after the date of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectivelythe date of the Closing, the “TransfereesClosing Date”); providedprovided that the Closing Date shall occur on or prior to the third business day after the date of this Subscription if this Subscription is executed after 4:30 p.m. Eastern time. Upon the Closing, however, that for any such transfer the Company shall cause the Shares to be deemed effective, the proposed Transferee shall have executed and delivered to the Investor, which delivery shall be made through the facilities of The Depository Trust Company, ’s DWAC system in advance, an instrument accordance with the instructions set forth on the Investor’s signature page attached hereto under the heading “DWAC Instructions” or otherwise provided in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound writing by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretionInvestor.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Regulation A Offering Circular dated __________, 20232021, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and InvestorInvestors’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchasebuy and, subject to acceptance as provided below, the Subject Offered Shares Company agrees to sell and issue to Investor, such number of shares (the “Shares”) of Common Stock, free of restrictive legend and stop transfer orders, as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered The Shares are being offered have been registered pursuant to the Offering Circular dated ______a Registration Statement on Form S-3, 2023Registration No. 333-220549, and its exhibits, as supplemented from time to time which registration statement (the “Offering CircularRegistration Statement”)) was declared effective by the Securities and Exchange Commission on October 6, 2017, and is effective on the date hereof. A final prospectus supplement (the “Prospectus Supplement”) will be delivered as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shareslaw. (c) This The Company may accept this Subscription Agreement may be accepted at any time for all or rejected any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Common Stock, in whole or in part, part for any reason or for no reason, and at any time prior to the Termination DateClosing (as defined below) thereon, notwithstanding prior receipt by the Investor of notice of acceptance of the Investor’s subscription. In the event the Investor’s subscription is rejected, the Investor’s payment will be returned promptly to the Investor without interest or deduction and this Subscription will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, the Closing with respect to the Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effectsubscription has occurred. (d) The terms Provided the Purchase Price has been delivered to the Company and the Company has filed the Prospectus Supplement to the Registration Statement pursuant to Rule 424(b) with respect to the offer and sale of the Shares, the closing of Investor’s purchase of the Shares pursuant to this Subscription Agreement (the “Closing”) shall be binding upon Investor and Investor’s permitted transfereesoccur on or prior to April 16, heirs, successors and assigns 2019 (collectivelythe date of the Closing, the “TransfereesClosing Date”); provided. Upon the Closing, however, that for any such transfer the Company shall cause the Shares to be deemed effective, the proposed Transferee shall have executed and delivered to the Investor, which delivery shall be made through the facilities of The Depository Trust Company, ’s DWAC system in advance, an instrument accordance with the instructions set forth on the Investor’s signature page attached hereto under the heading “DWAC Instructions” or otherwise provided in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound writing by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretionInvestor.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares Securities set forth on the signature page hereto at the Share Purchase Pricehereto, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares Securities subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares Securities are being offered pursuant to the Regulation A Offering Circular dated ______August 30th, 20232021, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered SharesSecurities, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered SharesSecurities. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Datetermination date of the Offering, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s Investors’ permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for, for and agrees to purchase, purchase the Subject Offered Shares number of Preferred Units set forth on the signature page hereto at the Share Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Preferred Units with respect to each Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a)) below. (b) Investor understands that the Offered Shares Preferred Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ______[ ], 2023, 2025 and its exhibitsexhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on [ ], as supplemented from time to time 2025 (collectively, the “Offering Circular”), as filed with . The Company will accept tenders of funds to purchase the SECPreferred Units. By subscribing for The Company will close on investments on a “rolling basis,” pursuant to the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy terms of the Offering Circular and any other information required by Investor to make an investment decision with respect to Circular. As a result, not all investors will receive their Preferred Units on the Subject Offered Sharessame date. (c) This Subscription Agreement subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Preferred Units that Investor has subscribed for hereunder. The Company will notify Investor whether this Subscription Agreement subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment shall (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Preferred Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, Company in advance, advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for, for and agrees to purchase, purchase the Subject Offered number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by with respect to each Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a)2 below. (b) The Investor understands that the Offered Shares are being offered pursuant to the Regulation A Offering Circular dated ______June 18, 2023, 2018 and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), ) as filed with the SEC. By subscribing for to the Subject Offered SharesOffering, the Investor acknowledges that the Investor has received and reviewed a copy of the Offering Circular and any other information required by the Investor to make an investment decision with respect to the Subject Offered Shares. After the Offering Circular has been qualified by the SEC, Discount Print, Inc., will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon the Investor and Investor’s its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, Company in advance, advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, The Subscriber acknowledges and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ______, 2023, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular this and any other information required subscription (i) is irrevocable and binding on the part of the Subscriber, (ii) is conditioned upon acceptance by Investor to make an investment decision with respect to the Subject Offered Shares. Fund and (ciii) This Subscription Agreement may be accepted or rejected in whole or in part, (for any reason or for no reason, at any time prior to the Termination Date, ) in whole or in part by the Company Fund in its sole and absolute discretiondiscretion at any time. The Company will notify Investor whether Subscriber has received and reviewed, and agrees to be bound by, all the terms and provisions of this Subscription Agreement, the Memorandum, the Fund’s bylaws (as amended, restated and/or supplemented from time to time, the “Bylaws”), the Fund’s declaration of trust (as amended, restated and/or supplemented from time to time, the “Declaration of Trust”), the Amended and Restated Investment Advisory Agreement by and between FS/KKR Advisor, LLC (the “Adviser”) and the Fund (as amended and/or restated from time to time, the “Advisory Agreement”), and the Amended and Restated Administration Agreement by and between the Adviser and the Fund (as amended and/or restated from time to time, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Declaration of Trust and the Advisory Agreement, the “Operative Documents”), each in the form made available to the Subscriber or as otherwise is accepted or rejected. If rejectedavailable to the public, Investorfree of charge, on the U.S. Securities and Exchange Commission’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect(the “SEC”) public ▇▇▇▇▇ website. (db) The Subscriber agrees to purchase Shares for an aggregate purchase price (in U.S. dollars) equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, under the terms and subject to the conditions set forth herein. The minimum initial investment amount for Shares is $2,500, after which additional investments must be in increments of this Subscription Agreement shall be binding upon Investor $500, each subject to the discretion of the Fund’s Placement Agents, KKR Capital Markets LLC and Investor’s permitted transfereesFS Investment Solutions, heirsLLC, successors and assigns which are affiliates of the Adviser (collectivelyincluding, but not limited to, the discretion to accept a lower amount). (c) The Fund has filed or will file a registration statement on Form 10 (as amended from time to time, the “TransfereesRegistration Statement”) for the registration of its common shares with the SEC under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, however, that for any such transfer to be deemed effective, . The Registration Statement is not the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, offering document pursuant to which the proposed Transferee shall acknowledge Fund is conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained in the Operative Documents, together with reports and agree other documents the Fund may file under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), or the Exchange Act from time to be bound by time, in making its investment decisions. The Fund has entered and expects to enter into separate Subscription Agreements (the representations and warranties of Investor and the terms of “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors either on a capital commitment basis or for the immediate payment of cash against the immediate delivery of Shares (the “Immediate Share Issuance Basis”). No transfer This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of this Agreement may Shares to the undersigned and the Other Investors are to be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretionseparate sales.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Regulation A Offering Circular dated _____________, 20232020, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s Investors’ permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchasebuy and, subject to acceptance as provided below, the Subject Offered Shares Company agrees to sell and issue to Investor, such number of shares (the “Shares”) of the Series A Preferred Stock as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered The Shares are being offered have been registered pursuant to the Offering Circular dated ______a Registration Statement on Form S-3, 2023Registration No. 333-227596, and its exhibits, as supplemented from time to time which registration statement (the “Offering CircularRegistration Statement”), ) has been declared effective by the Securities and Exchange Commission and is effective on the date hereof. A final prospectus supplement will be delivered as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shareslaw. (c) This The Company may accept this Subscription Agreement may be accepted at any time for all or rejected any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Series A Preferred Stock, in whole or in part, part for any reason or for no reason, and at any time prior to the Termination DateClosing (as defined below) thereon, notwithstanding prior receipt by the Investor of notice of acceptance of the Investor’s subscription. In the event the Investor’s subscription is rejected, the Investor’s payment will be returned from escrow promptly to the Investor without interest or deduction and this Subscription will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, the Closing with respect to the Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effectsubscription has occurred. (d) The terms Provided that the full Purchase Price and a completed and manually executed copy of this Subscription Agreement shall be binding upon Investor have been tendered and not returned in accordance with Section 2, the closing of Investor’s permitted transfereespurchase of the Shares shall occur on or prior to February 13, heirs2019, successors and assigns which date may be extended by up to five business days by the Company without notice to the Investor (collectivelysuch date, as may be extended, the “TransfereesClosing Date”); provided. Promptly thereafter, however, that for any such transfer the Company shall cause the Shares to be deemed effective, the proposed Transferee shall have executed and delivered to the CompanyInvestor, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee delivery shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without by delivery of physical certificates to Investor, or if so designated, through the consent facilities of The Depository Trust Company’s DWAC system in accordance with the Company, which consent may be withheld by instructions set forth on the Company in its sole and absolute discretionInvestor’s signature page attached hereto under the heading “DWAC Instructions.”

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ______December 6, 2023, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “"Purchase Price”") is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Regulation A Offering Circular dated _______, 20232019, and its exhibitsexhibits (collectively, as supplemented from time to time (the “"Offering Circular”"), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s 's payment shall be returned to Investor without interest and all of Investor’s 's obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s Investors's permitted transferees, heirs, successors and assigns (collectively, the “"Transferees”"); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares Units set forth on the signature page hereto at the Share Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares Units subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares Units are being offered pursuant to the Offering Circular dated ______, 2023, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered SharesUnits, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered SharesUnits. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Statement on Form 1-A, including the Offering Circular dated ______March 5, 20232025, that forms a part thereof, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ______December 3, 20232021, as supplemented September 7, 2022, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and InvestorInvestors’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for, for and agrees to purchase, purchase the Subject Offered number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by with respect to each Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a)) below. (b) Investor understands that the Offered Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ______, 2023, [ ] and its exhibitsexhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on [ ] (collectively, as supplemented from time to time (the “Offering Circular”), as filed with . The Company will close on investments on a “rolling basis,” pursuant to the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy terms of the Offering Circular and any other information required by Investor to make an investment decision with respect to Circular. As a result, not all investors will receive their Shares on the Subject Offered Sharessame date. (c) This Subscription Agreement subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this Subscription Agreement subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment shall (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, Company in advance, advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Pricehereto, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a)2. (b) Investor understands that the Offered Shares are being offered pursuant to the Regulation A Offering Circular dated _____________, 20232022, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Datetermination date of the Offering, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s Investors’ permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ______, 2023202__, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Regulation A Offering Circular dated ____________, 20232020, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and InvestorInvestors’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Regulation A Offering Circular dated ____________, 20232021, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and InvestorInvestors’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees Subject to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions of this Agreement, the Investor agrees to subscribe, and the Company agrees to issue to the Investor, the number of shares of Series B Preferred Stock as set forth hereinabove. The aggregate Series B Preferred Stock, the shares of the Company's common stock, par value $.01 per share, together with associated preferred stock purchase price for the Subject Offered Shares subscribed by Investor rights (the “Purchase Price”"Common Stock"), into which it may be converted, and the subordinated notes for which it may be exchanged (the "Convertible Debentures") is payable are sometimes referred to collectively herein as the Company in the manner provided in Section 2(a)"Securities". (b) The Investor understands that the Offered Shares are being offered pursuant agrees to the Offering Circular dated deliver to American Fronteer Financial Corporation, as placement agent ("AFFC"), (i) $_________ , 2023, and its exhibits, as supplemented from time to time representing the aggregate purchase price of the Shares (the “Offering Circular”"Purchase Price"), as filed with by wire transfer or by the SEC. By subscribing for Investor's check and (ii) a completed and duly executed Accredited Investor Questionnaire, in the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect form attached to the Subject Offered SharesMemorandum. Funds shall be deposited in escrow and shall be released only upon satisfactory evidence of completion of all conditions referred to herein. (c) This Subscription Agreement may be accepted or rejected in whole or in part, The minimum purchase for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect2,500 Shares. (d) The terms Investor hereby acknowledges and agrees that this Agreement is irrevocable and that, except as provided under applicable state securities laws, the Investor is not entitled to cancel, terminate, or revoke this Agreement, and this Agreement shall survive the death or disability of this Subscription Agreement the Investor and shall be binding upon Investor and inure to the benefit of the Investor’s permitted transferees, 's heirs, successors executors, administrators, successors, legal representatives, and assigns (collectivelyassigns. If the Investor is more than one person, the “Transferees”); providedobligations of such Investors hereunder shall be joint and several, howeverand the agreements, that for any such transfer representations, warranties, and acknowledgments herein contained shall be deemed to be deemed effectivemade by and be binding upon each such person and each such person's heirs, the proposed Transferee executors, administrators, successors, legal representatives, and assigns. (e) The Investor acknowledges that this subscription shall have executed and delivered to not be effective until accepted by the Company, in advance, an instrument in form acceptable to . The Investor hereby confirms that the Company has full right in its sole discretion, pursuant discretion to which accept or reject the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent subscription of the CompanyInvestor, which consent may be withheld by provided that, if the Company decides to reject such subscription, the Company must do so promptly and in its sole writing. In the case of a rejection, any payments and absolute discretioncopies of all executed subscription documents (including this Agreement) will be promptly returned to the Investor (without interest).

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Post-Qualification Offering Circular Amendment No. 2 dated ____December __, 20232022, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and InvestorInvestors’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion. (e) The Company may pay commissions to Garden State Securities, Inc. (“GSSI”), a FINRA-member broker-dealer, equal to 10% of the subscription amount hereunder.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated _________, 20232022, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for, for and agrees to purchase, purchase the Subject Offered number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by with respect to each Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a)) below. (b) Investor understands that the Offered Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ______, 2023, [ ] and its exhibitsexhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on [ ] (collectively, as supplemented from time to time (the “Offering Circular”), as filed with . The Company will close on investments on a “rolling basis,” pursuant to the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy terms of the Offering Circular and any other information required by Investor to make an investment decision with respect to Circular. As a result, not all investors will receive their Shares on the Subject Offered Sharessame date. (c) This Subscription Agreement subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this Subscription Agreement subscription is accepted (whether in whole or rejectedin part) or rejected within 5 business days of the Company receiving the Purchase Price. If Investor’s subscription is rejected, Investor’s payment shall (or portion thereof if partially rejected) will be returned to Investor without interest within 5 business days of the Company’s determination and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, Company in advance, advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated _______ , 20232022, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and InvestorInvestors’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ________, 20232025, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchasebuy and, subject to acceptance as provided below, the Subject Offered Shares Company agrees to sell and issue to Investor, such number of shares (the “Shares”) of the Series A Preferred Stock as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered The Shares are being offered have been registered pursuant to the Offering Circular dated ______a Registration Statement on Form S-3, 2023Registration No. 333-227596, and its exhibits, as supplemented from time to time which registration statement (the “Offering CircularRegistration Statement”), ) has been declared effective by the Securities and Exchange Commission and is effective on the date hereof. A final prospectus supplement will be delivered as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shareslaw. (c) This The Company may accept this Subscription Agreement may be accepted at any time for all or rejected any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Series A Preferred Stock, in whole or in part, part for any reason or for no reason, and at any time prior to the Termination DateClosing (as defined below) thereon, notwithstanding prior receipt by the Investor of notice of acceptance of the Investor’s subscription. In the event the Investor’s subscription is rejected, the Investor’s payment will be returned from escrow promptly to the Investor without interest or deduction and this Subscription will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, the Closing with respect to the Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effectsubscription has occurred. (d) The terms Provided that the full Purchase Price and a completed and manually executed copy of this Subscription Agreement shall be binding upon Investor have been tendered and not returned in accordance with Section 2, the closing of Investor’s permitted transfereespurchase of the Shares shall occur on or prior to April 5, heirs2019, successors and assigns which date may be extended by up to five business days by the Company without notice to the Investor (collectivelysuch date, as may be extended, the “TransfereesClosing Date”); provided. Promptly thereafter, however, that for any such transfer the Company shall cause the Shares to be deemed effective, the proposed Transferee shall have executed and delivered to the CompanyInvestor, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee delivery shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without by delivery of physical certificates to Investor, or if so designated, through the consent facilities of The Depository Trust Company’s DWAC system in accordance with the Company, which consent may be withheld by instructions set forth on the Company in its sole and absolute discretionInvestor’s signature page attached hereto under the heading “DWAC Instructions.”

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ______December 15, 20232022, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated _______, 2023, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares Securities set forth on the signature page hereto at the Share Purchase Pricehereto, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares Securities subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares Securities are being offered pursuant to the Regulation A Offering Circular dated _____________, 20232021, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered SharesSecurities, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered SharesSecurities. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Datetermination date of the Offering, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s Investors’ permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Regulation A Offering Circular dated ___________, 20232021, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and InvestorInvestors’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ______April 5, 20232022, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s Investors’ permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ______, 2023, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and InvestorInvestors’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares Units set forth on the signature page hereto at the Share Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares Units subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares Units are being offered pursuant to the Offering Circular dated ______, 2023, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered SharesUnits. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. The undersigned (athe “Purchaser”) Investor hereby irrevocably subscribes for, for on and agrees subject to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor , from SyntheMed, Inc., a Delaware corporation (the “Purchase PriceCorporation”) is payable to ), the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ______, 2023, and its exhibits, as supplemented from time to time number of units (the “Offering CircularUnits”), as filed with set forth on the SECsignature page hereof (the “Purchased Units”). By subscribing for Each Unit shall consist of (i) one common share, $0.001(US) par value per share, in the Subject Offered Sharescapital stock of the Corporation (a “Common Stock”) and (ii) one common share purchase warrant (a “Warrant”). Each Warrant, Investor acknowledges that Investor has received and reviewed a sample copy of which is appended as Annex A, will entitle the Offering Circular holder to purchase one Common Stock up and any other information required by Investor until 5:00 p.m. (Eastern Standard Time) on September 30, 2013 upon payment of the applicable exercise price of $0.20 (US), subject to make an investment decision with respect adjustment as provided in the Warrant certificate. The Purchased Units are being sold to the Subject Offered Shares. Purchaser in consideration for $0.20 (cUS) This per Unit (the “Subscription Agreement may be accepted Price”), and as part of an offering (the “Offering”) of up to 10,000,000 Units. If the maximum number of Units offered is sold, the Corporation will receive gross proceeds of $2,000,000 (US). There is no minimum number of Units being offered, and the Corporation reserves the right to accept or rejected reject subscriptions, in whole or in part, as and when received. ▇▇▇▇▇ Capital Limited (the “Agent”) is serving as a placement agent for any reason or for no reason, at any time prior the Offering pursuant to an agency agreement to be entered into with the Termination Date, by Corporation (the Company in its sole and absolute discretion“Agency Agreement”). The Company will notify Investor whether this Subscription Agreement Offering is accepted being made to investors resident outside the United States pursuant to exemptions from local registration, prospectus or rejectedsimilar requirements. If rejectedThe Offering is being made in reliance upon the exemption from registration under the Securities Act of 1933, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. as amended (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “TransfereesSecurities Act”); provided, howeverprovided by Section 4(2) thereof and/or Regulation D promulgated thereunder and/or in reliance upon Regulation S promulgated under the Securities Act and exemptions from local registration, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretionprospectus or similar requirements.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchasebuy and, subject to acceptance as provided below, the Subject Offered Shares Company agrees to sell and issue to Investor, such number of shares (the “Shares”) of the Series A Preferred Stock as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered The Shares are being offered have been registered pursuant to the Offering Circular dated ______a Registration Statement on Form S-3, 2023Registration No. 333-227596, and its exhibits, as supplemented from time to time which registration statement (the “Offering CircularRegistration Statement”), ) has been declared effective by the Securities and Exchange Commission and is effective on the date hereof. A final prospectus supplement will be delivered as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shareslaw. (c) This The Company may accept this Subscription Agreement may be accepted at any time for all or rejected any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Series A Preferred Stock, in whole or in part, part for any reason or for no reason, and at any time prior to the Termination DateClosing (as defined below) thereon, notwithstanding prior receipt by the Investor of notice of acceptance of the Investor’s subscription. In the event the Investor’s subscription is rejected, the Investor’s payment will be returned from escrow promptly to the Investor without interest or deduction and this Subscription will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, the Closing with respect to the Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effectsubscription has occurred. (d) The terms Provided that the full Purchase Price and a completed and manually executed copy of this Subscription Agreement shall be binding upon Investor have been tendered and not returned in accordance with Section 2, the closing of Investor’s permitted transfereespurchase of the Shares shall occur on or prior to March 11, heirs2019, successors and assigns which date may be extended by up to five business days by the Company without notice to the Investor (collectivelysuch date, as may be extended, the “TransfereesClosing Date”); provided. Promptly thereafter, however, that for any such transfer the Company shall cause the Shares to be deemed effective, the proposed Transferee shall have executed and delivered to the CompanyInvestor, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee delivery shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without by delivery of physical certificates to Investor, or if so designated, through the consent facilities of The Depository Trust Company’s DWAC system in accordance with the Company, which consent may be withheld by instructions set forth on the Company in its sole and absolute discretionInvestor’s signature page attached hereto under the heading “DWAC Instructions.”

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares Units set forth on the signature page hereto at the Share Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares Units subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares Units are being offered pursuant to the Post-Qualification Offering Circular Amendment No. 3 dated ______October 11, 20232024, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered SharesUnits, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered SharesUnits. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ______, 2023, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ______, 20232022, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for, for and agrees to purchase, purchase the Subject Offered number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by with respect to each Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a)) below. (b) Investor understands that the Offered Shares are being offered pursuant to the terms set forth in the Offering Circular Circulate contained in Form 1-A dated ____________, 2023, 2021 as filed with and its exhibits, as supplemented from time to time qualified by the SEC (the “Offering Circular”), as filed with . The Company will accept tenders of funds to purchase the SECShares. By subscribing for The Company will close on investments on a “rolling basis,” pursuant to the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy terms of the Offering Circular and any other information required by Investor to make an investment decision with respect to Circular. As a result, not all investors will receive their Shares on the Subject Offered Sharessame date. (c) This Subscription Agreement subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this Subscription Agreement subscription is accepted (in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment shall (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms None of the rights or privileges under this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld transferred by the Company in its sole and absolute discretioneither party.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares Units set forth on the signature page hereto at the Share Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares Units subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares Units are being offered pursuant to the Post-Qualification Offering Circular Amendment No. 4 dated ______June 4, 20232025, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered SharesUnits, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered SharesUnits. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares Units set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares Units subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares Units are being offered pursuant to the Offering Circular dated ______, 20232024, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered SharesUnits, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered SharesUnits. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares Securities set forth on the signature page hereto at the Share Purchase Pricehereto, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares Securities subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a)2. (b) Investor understands that the Offered Shares Securities are being offered pursuant to the Regulation A Offering Circular dated _____________, 20232022, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered SharesSecurities, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered SharesSecurities. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Datetermination date of the Offering, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s Investors’ permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for, for and agrees to purchase, purchase the Subject Offered number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by with respect to each Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a)2 below. (b) The Investor understands that the Offered Shares are being offered pursuant to the Regulation A Offering Circular dated ______October 25, 2023, 2019 and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), ) as filed with the SEC. By subscribing for to the Subject Offered SharesOffering, the Investor acknowledges that the Investor has received and reviewed a copy of the Offering Circular and any other information required by the Investor to make an investment decision with respect to the Subject Offered Shares. After the Offering Circular has been qualified by the SEC, Discount Print, Inc., will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon the Investor and Investor’s its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, Company in advance, advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ______, 2023202_, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated __________, 2023, and its exhibits, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

Subscription. (a) Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a). (b) Investor understands that the Offered Shares are being offered pursuant to the Offering Circular dated ________, 2023, and its exhibitsexhibits (collectively, as supplemented from time to time (the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares. (c) This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and InvestorInvestors’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.