Common use of Subscription Clause in Contracts

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Class A Common Stock (the “Securities”), of XTI Aircraft CompanyNext Thing Technology Inc., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights and preferences of the Securities Class A Common Stock are as set forth in the Company’s amended and restated Restated Certificate of Incorporation which appears Incorporation, filed as an Exhibit 2.1 to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares shares of Common Stock (the “Securities”), of XTI Aircraft CompanyHowloo, Inc. a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 3.79 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $496.49. The rights and preferences of the Securities common stock are as set forth in the Company’s amended Amended and restated Restated Certificate of Incorporation which appears Incorporation, the amendments thereto, and the Company’s Bylaws, found as an Exhibit Exhibits 2.1 – 2.3 to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 1,978,891 (the “Maximum Offering”), plus certain bonus shares that may be issued to certain investors as set forth in the Offering Statement. The Company may accept subscriptions until November 1, 2016on a continuous basis, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Class [TBD] Common Stock Bits (the “Securities”)) of Building Bits Properties I, of XTI Aircraft CompanyLLC, a limited liability company organized under the laws of Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 1.00 per share Bit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is [$1,000]. The rights and preferences of the Securities Class [TBD] Common Bits are as set forth in the Operating Agreement and Class [TBD] Bit Designation of the Company’s amended and restated Certificate of Incorporation which appears , as an Exhibit to the Offering Statement filed with the SEC covering Securities and Exchange Commission (“SEC”) as an exhibit to the SecuritiesCompany’s Offering Statement (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an Offering Circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the XX,XXX,XXX (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016[DATE], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 X,XXX,XXX Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase purchase, through the platform operated by Public Holdings, Inc. (the “Platform”), the number of Shares of Common Stock (Securities at the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) price set out forth on the signature cover page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate Operating Agreement of Incorporation the Company (the “Operating Agreement”), which appears is filed as an Exhibit exhibit to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing subscribing to this Subscription AgreementOffering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) This Subscription Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company at its sole discretiondiscretion and for any reason or no reason, notwithstanding prior receipt by the Purchaser of notice of acceptance of this subscription. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest deduction, offset or interest, and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “the Maximum Offering”), as provided in the Offering Statement. The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each each, a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock Series Interests (the “Securities”), of XTI Aircraft CompanyYSMD Series Buttonwood 19-3 LLC, a registered series of a Delaware corporation series limited liability company (the “Company”) set out on the signature page hereto), at a purchase price of $1 5.00 per share membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $20, or 4 Units. The rights and preferences of the Securities membership interest are as set forth in the Company’s amended Operating Agreement of YSMD, LLC and restated Certificate of Incorporation which appears the respective series designation, filed as an Exhibit Exhibits to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyFan Owned Club, Inc., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 10 per share (the “Per Security Price”), ) or subject to the discretion of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights and preferences of the Securities Common Stock are as set forth in the Company’s amended and restated Certificate of Incorporation which appears Incorporation, as an Exhibit amended, included in the Exhibits to the Offering Statement Form C of the company filed with the SEC covering (the Securities“Form C”). (b) Subscriber understands that the Securities are being offered pursuant to a Form C (the “Form C”), filed with the SEC as part of the Form C. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Form C and Offering Statement of Statement, including the Company filed with the SEC Exhibits thereto, and any other information required by the Subscriber to make an investment decision. Copies of all SEC filings can also be viewed via following the link on the Company’s website to all documents filed with SEC. (c) This Subscription Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 107,000 shares of Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”)) or until the maximum number of shares under the Offering are sold. Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Class A Common Stock (the “SecuritiesCommon Stock”)) of GolfSuites 1, of XTI Aircraft CompanyInc., a Delaware corporation Corporation, (the “Company”) set out on the signature page hereto), at a purchase price of $1 per share listed on the subscription agreement signature page below (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is also listed on the subscription agreement signature page below. The Class A Common Stock is being subscribed for under this Subscription Agreement are also referred to as the “Securities.” The rights and preferences of the Securities Common Stock are as set forth in the Company’s amended Amended and restated Restated Certificate of Incorporation which appears Incorporation, as an Exhibit amended included exhibits to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 6,000,000 shares of Common Stock (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock Units (the “Securities”), of XTI Aircraft CompanyCalTier Fund I, LP, a Delaware corporation Limited Partnership (the “Company”) set out on the signature page hereto), at a purchase price of $1 5 per share Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500 for U.S. Persons and $100,000 for non-U.S. Persons. The rights and preferences of the Securities Unit are as set forth in the Company’s amended and restated Certificate of Incorporation which appears Limited Partnership Agreement filed as an Exhibit A to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). This agreement is revocable up to 30 days after the subscriber signs the agreement, after which this agreement will be irrevocable. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Limited Partnership Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016[_____________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 150,000 Securities are received and have been committed for at least 30 days (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). However, for any Subscriber the Closing Date will be at least thirty days after such Subscriber executes this Subscription Agreement. (e) At any time and for any reason up to the later of (i) the date the Minimum Offering has been received or (ii) 30 days from executing this Subscription Agreement, Subscriber may revoke their subscription in entirety. If Subscriber’s subscription is revoked, Subscriber’s payment will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyFuture Pearl Labs, Inc. dba “Bobacino”, a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 [__] per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is [_] shares. The rights and preferences of the Securities Common Stock are as set forth in the Company’s amended Amended and restated Restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated November [_], 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 20,000,000(the [___] (the “Maximum Offering”). The Company may accept subscriptions until November 1______, 20162021, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock Series Interests (the “Securities”), of XTI Aircraft CompanyYSMD Series 2340 Hilgard LLC, a registered series of a Delaware corporation series limited liability company (the “Company”) set out on the signature page hereto), at a purchase price of $1 5.00 per share membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100, or 20 Units. The rights and preferences of the Securities membership interest are as set forth in the Company’s amended Operating Agreement of YSMD, LLC and restated Certificate of Incorporation which appears the respective series designation, filed as an Exhibit Exhibits to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees a. Subject to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights hereof, Subscriber hereby agrees to subscribe for and preferences purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Securities are as set forth in Purchase Price, the Company’s amended Acquired Shares (such subscription and restated Certificate of Incorporation which appears as an Exhibit issuance, the “Subscription”). b. On or prior to the Offering Statement filed with the SEC covering the Securities. (b) By executing this date on which any Other Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreementif any, a copy of the Offering Statement of the Company filed is entered into, after consultation with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion shall notify the Company of the number of Securities Additional Acquired Shares constituting “Acquired Shares” hereunder that Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted shall elect and be obligated to purchase on the Closing Date as provided herein, which notice shall include the allocation of Class A Acquired Shares and Series B Acquired Shares constituting the “Acquired Shares” (whether in whole or in partincluding the Additional Acquired Shares) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment to be purchased hereunder (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate the “Total Acquired Shares”); provided that the maximum number of Securities sold shall not exceed 20,000,000(the Class A Acquired Shares to be purchased hereunder (the “Maximum OfferingShare Number”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended together with any additional shares of Class A Common Stock to be issued by the Company pursuant to all Other Subscription Agreements, if any, in its sole discretion in accordance with applicable SEC regulations for such other period required the aggregate, does not exceed 19.9% of the Company’s outstanding shares of Class A Common Stock and Class C Common Stock (as defined below), on a combined basis, on the date hereof, and, to sell the extent the Maximum Units Share Number would be exceeded by issuing all Acquired Shares as shares of Class A Common Stock, Subscriber shall instead be obligated to purchase, and the Company shall be obligated to issue to Subscriber, that number of Series B Acquired Shares that, together with the number of Class A Acquired Shares to be purchased hereunder, equals the number of Total Acquired Shares to be purchased hereunder. At such time, Subscriber and the Company shall update and amend Subscriber’s signature page hereto to reflect the number of Acquired Shares to be purchased, and the aggregate Purchase Price to be paid, on the Closing Date as provided herein. c. Notwithstanding anything to the contrary set forth herein, if the Company determines to finance any portion of the Remaining Purchase Price by issuing additional shares of its common stock or preferred stock to one or more additional purchasers (the “Termination DateOther Purchasers”). Providing that subscriptions ) pursuant to any Other Subscription Agreement or otherwise at a price per share less than the Purchase Price payable by Subscriber hereunder, then Subscriber’s Purchase Price shall be reduced to equal the lowest per share purchase price to be paid by any such Other Purchaser (including on an as-converted basis for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion shares of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”Series B Preferred Stock). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. A standard subscription (a"Subscription") The undersigned (“Subscriber”) hereby irrevocably subscribes may be purchased by paying the requisite subscription fee. A Subscription may also be obtained through the grant of a complimentary Subscription or by a promotional Subscription provided by CMIE. A Subscription provides validity to only One User Account and the same needs to be mentioned at the time of subscribing. A Subscription is for a finite period of time and agrees to purchase it grants the subscriber a fixed number of Shares Hits. Hits are consumed when Information is accessed through the Service. The Subscription (and consequently it’s validity) ends when either the period of Common Stock (time has expired or all the “Securities”)Hits have been consumed, whichever comes earlier. An IP-based subscription can be availed only by Research or Educational Institutions. Everything mentioned above with respect to a Subscription also applies to an IP-based subscription, however, the User Account associated with this subscription will be deemed to be the ’Primary User’ and will be responsible for administering and managing the subscription for the Service. The Primary User will provide to CMIE a list of XTI Aircraft Company, valid IP addresses. Everybody accessing this Service from the valid range of IP addresses will be deemed to be ’Secondary Users’ and will be bound by the terms of this Agreement. All Secondary Users will access the Service from any address from within the list of valid IP addresses provided to CMIE by the Primary User. Secondary Users are deemed to have a Delaware corporation (the “Company”) set out valid subscription based on the signature page hereto, at a purchase price subscription of $1 per share (the “Per Security Price”), upon Primary User only if they access the terms and conditions set forth hereinService over an authorised IP address. The rights subscriber through the Primary User will accept and preferences enforce this agreement on behalf of all Secondary Users accessing this Service from the Securities are as set forth in provided list of valid IP addresses. CMIE will hold the Company’s amended and restated Certificate subscriber through the Primary User liable for any breach on their behalf or on the behalf of Incorporation which appears as an Exhibit to their Secondary Users. Throughout the Offering Statement filed with the SEC covering the Securities. Agreement except for Clause 2. - ’Subscription’ (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”clause), the Company may elect at any time to close all meaning of Primary User and Secondary User will be read as synonymous with the term "User" or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)"You". (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock Series Interests (the “Securities”), of XTI Aircraft Company[SERIES NAME], a Series of Here Collection LLC, a registered series of a Delaware corporation series limited liability company (the “Company”) set out on the signature page hereto), at a purchase price of $1 1.00 per share membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100, or 100 Units. The rights and preferences of the Securities membership interest are as set forth in the Company’s amended Operating Agreement of Here Collection LLC and restated Certificate of Incorporation which appears the respective series designation, filed as an Exhibit Exhibits to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the [___] (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase purchase, and the number of Shares of Common Stock (the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”)Issuer hereby agrees to issue and sell to Subscriber, upon the terms and conditions set forth herein. The rights and preferences payment of the Securities are as set forth in Aggregate Purchase Price, the CompanyAcquired Shares (such subscription and issuance, the “Subscription”). Subscriber understands and agrees that the Issuer reserves the right to accept or reject the Subscriber’s amended and restated Certificate of Incorporation which appears as an Exhibit to subscription for the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription AgreementAcquired Shares for any reason or for no reason, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), its acceptance by the Company at its sole discretion. In additionIssuer, and the Company, at its sole discretion, may allocate same shall be deemed to Subscriber be accepted by the Issuer only when this Subscription Agreement is signed by a portion duly authorized person by or on behalf of the number of Securities Subscriber has subscribed forIssuer. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of the entire subscription by the Issuer, the Subscriber’s payment hereunder will be returned promptly (but not later than two (2) Business Days thereafter) to the Subscriber along with this subscription in its entiretySubscription Agreement, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, and this Subscription Agreement shall have no force or effect. Notwithstanding anything herein to the contrary, except the Issuer understands that although the Acquired Shares are being acquired by the Subscriber pursuant to this Agreement, the Subscriber may arrange for Section 5 hereofsubstituted purchasers (the “Substituted Purchasers”), which shall remain for up to twenty (20) Business Days after Closing, who will be “accredited investors” (as defined above), for a portion of the Acquired Shares in force and effectconnection with the private placement of the Acquired Shares in the United States only in accordance with the provisions of this Agreement and, without limiting the foregoing, only to Substitute Purchasers that satisfy the applicable requirements set forth on Schedule A to this Agreement. Each Substituted Purchaser may purchase Acquired Shares directly from the Subscriber at the Per Share Purchase Price set forth above.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number shares of Shares of Common Stock common stock (the “Securities”), of XTI Aircraft CompanySin City Bad Babies, Inc. a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $60. The rights and preferences of the Securities common stock are as set forth in the Company’s amended and restated Certificate certificate of Incorporation which appears incorporation found as an Exhibit 2.1 to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until November 1, 2016, unless otherwise extended the date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyZergratran, Inc., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 5.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate certificate of Incorporation which appears incorporation, filed as an Exhibit 2.1 to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_______________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 15,000,000 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for 12.1 In consideration of the obligations and agrees responsibilities undertaken by the Proprietor pursuant to purchase Clause 2 hereof and the number authorisation granted to the Subscribers under Clause 3 hereof, each Subscriber shall during the currency of Shares this Agreement pay or ensure that each of Common Stock (the “Securities”)Subscribers will pay or procure to be paid to the Proprietor a subscription amount, raised against each of XTI Aircraft Company, a Delaware corporation (the “Company”) set out on Subscribers by the signature page heretoProprietor, at the rate of 0.25% of the Annual Net Income in such manner as may be directed by the Proprietor. 12.2 Notwithstanding anything contained in Clause 12.1 the maximum subscription payable by each subscriber shall not exceed 5 percent of its Annual Profit Before Tax. 12.3 The Proprietor shall have the right to waive the subscription and the waiving of the subscription by the Proprietor shall be made by written notice from the Proprietor to the Subscribers and shall represent an additional document to this Agreement. A waiver of the subscription shall not affect the validity of any Clause of this Agreement and shall not represent a purchase price waiver of $1 per share (any rights of the “Per Security Price”)Proprietor under this Agreement. 12.4 The Proprietor shall have the right to review from time to time, upon if necessary, in order to fulfill its obligations and responsibilities under Clause 2, the terms and conditions set forth hereinsubscriptions outlined in Clause 12.1 of this Agreement. 12.5 No change in the Use by the Subscriber will be permitted unless prior approval is obtained from the Proprietor. The rights and preferences of the Securities are as set forth change in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required Use by the Subscriber to make an investment decisionbe approved by the Proprietor will be accompanied by a change in the categorisation of the subscriber and the subscription payable. Any change in the Use authorised by the Proprietor shall be subject to the provisions of Clause 4. (c) This Subscription 12.6 The Subscribers shall, along with the remittance of the subscription, payable at par at Mumbai or in such manner as may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), directed by the Company at its sole discretionProprietor, render to the Proprietor the Statement of Computation of the consolidated Annual Net Income and consolidated Annual Profit Before Tax signed by a duly authorised representative of the Subscribers. In additionSuch Statement shall be delivered to the Proprietor along with the payment of the subscription due. 12.7 If the Proprietor so requests, the CompanySubscribers shall, at its sole discretionwithin 30 days of such request, may allocate provide the Proprietor with such additional information and documentation as will enable the Proprietor or an independent auditor appointed by the Proprietor to Subscriber only a portion confirm the contents of the number of Securities Subscriber has subscribed forStatement referred to above. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will Subscribers shall remit any further sums which may be returned determined to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminatebe payable by the Subscribers. (d) 12.8 The aggregate number Subscribers shall at all times during the currency of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1this Agreement, 2016, unless otherwise extended keep true and accurate records and particulars of the operations conducted by the Company Subscribers which may be material for the purpose of determining the sums due to the Proprietor hereunder and the said records and particulars shall be open during normal business hours to inspection by a representative or an independent auditor appointed by the Proprietor upon the Proprietor giving reasonable notice to the Subscribers and such representative shall be free to make copies or extracts from such records insofar as such copies or extracts are relevant to the determination of the sums due to the Proprietor hereunder. 12.9 Insofar as any governmental or other relevant authorities in the Territory shall require the Subscribers to deduct tax from any payments due to the Proprietor under this Agreement, the Proprietor hereby gives its sole discretion consent to such deduction and the Subscribers undertake to make payment of such tax to the relevant authorities; provided, however, that both parties to this Agreement shall use their best endeavours to secure maximum relief or exemption from any such tax in accordance with the provisions of any applicable SEC regulations for such other period required to sell double taxation treaty between the Maximum Units (Republic of India and the “Termination Date”)Territory in respect of all payments made under this Agreement. Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event that any payment of rejection tax is made by the Subscribers pursuant to this Clause the Subscribers shall promptly send to the Proprietor the appropriate Certificate of this subscription in its entirety, or in the event the sale deduction of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force tax and effectall other supporting documentation.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares shares of Common Stock (the “Securities”), of XTI Aircraft CompanyM2i Global, Inc., a Delaware Nevada corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 1.75 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $999.25, or 571 shares of Common Stock, plus an Investor Fee of 2.0%, which makes the total of a minimum subscription to be $1,019.24. The rights and preferences of the Securities Common Stock are as set forth in the Company’s amended Amended and restated Restated Certificate of Incorporation which appears Incorporation, as amended, filed as an Exhibit exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Company will assess a processing fee of 2% of the value of the Securities subscribed for (“Investor Fee”). This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below, and the Broker, DealMaker Securities, LLC will receive commissions on total subscription amount, which includes this fee. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 20,000,000(the 17,142,856 (the “Maximum Offering”)) composed of 14,285,714 shares to be sold by the Company and 2,857,142 shares issued for no additional consideration as Bonus Shares (as defined in the Offering Circular. The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number shares of Shares of Common Stock common stock (the “Securities”), of XTI Aircraft CompanyChicago Hogmollies, Inc. a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $60. The rights and preferences of the Securities common stock are as set forth in the Company’s amended and restated Certificate certificate of Incorporation which appears incorporation found as an Exhibit 2.1 to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until November 1, 2016, unless otherwise extended the date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares shares of Common Stock (the “Securities”), of XTI Aircraft CompanyRemSleep Holdings, Inc., a Delaware Nevada corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 0.06 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the U.S. Securities and Exchange Commission (the “SEC”) as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities the Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 20,000,000(the 50 million (50,000,000) shares of common stock (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a1) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) set out indicated on the signature page hereto, hereto at a purchase price of $1 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities are Share as set forth in the Company’s amended and restated Certificate Memorandum. The minimum subscription is $100,000, provided that the Company may, in its sole discretion, accept subscriptions for less than such amount. The undersigned encloses herewith a check payable to "Energy BioSystems Corporation--Escrow Account" for the full amount of Incorporation the purchase price of the Shares for which appears as an Exhibit the undersigned is subscribing (the "Payment"). The undersigned hereby acknowledges that the actual number of Shares which the undersigned will receive will be equal to the Offering Statement filed with amount of the SEC covering undersigned's subscription divided by the SecuritiesPurchase Price for the Shares as defined in the Memorandum. (b2) By executing this Subscription Agreement, Subscriber acknowledges The undersigned understands that Subscriber has received this Subscription Agreement, a copy all payments by check of the Offering Statement subscription amount provided in Paragraph (1) above shall be delivered to SAMCO Capital Markets, Inc. (the "Placement Agent") and, thereafter, such payment will be deposited as soon as practicable for the undersigned's benefit in a non-interest bearing escrow account. The payment (or, in the case of rejection of a portion of the Company filed with undersigned's subscription, the SEC and any other information required by part of the Subscriber payment relating to make an investment decision. (csuch rejected portion) This Subscription may will be accepted or returned promptly, without interest, if the undersigned's subscription is rejected in whole or in part, . The Placement Agent and the Company expect to hold a closing of the Offering (the "Closing") at any time prior to after subscriptions for 1,000,000 Shares have been accepted and the stockholders of the Company have approved the Offering at a Closing Date (as hereinafter defined), duly called meeting. Upon receipt by the Company at its sole discretion. In additionof the requisite payment for all Shares to be purchased by the subscribers whose subscriptions are accepted (each, a "Purchaser" and, collectively, the Company"Purchasers") at the Closing, at its sole discretionthe Shares so purchased will be issued in the name of each Purchaser, may allocate to Subscriber only a portion and the name of such Purchaser will be registered on the books of the number Company as the record owner of Securities Subscriber has subscribed forsuch Shares. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejectedissue to each Purchaser the stock certificates representing the Shares purchased. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will The Shares may not be returned transferred prior to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminatethe Closing. (d3) The undersigned hereby acknowledges receipt of a copy of the Memorandum, and hereby agrees to be bound thereby upon the (i) execution and delivery to the Company, in care of the Placement Agent, of the signature page to this Subscription Agreement, and (ii) acceptance at the Closing by the Company of the undersigned's subscription (the "Subscription"). (4) The undersigned agrees that the Company may, in its sole and absolute discretion, reduce the undersigned's subscription to any amount of Shares that in the aggregate does not exceed the amount of Shares hereby applied for without any prior notice to or further consent by the undersigned. The undersigned hereby irrevocably constitutes and appoints the Placement Agent and each officer of the Placement Agent, each of the foregoing acting singly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of the undersigned, with full power and authority in the undersigned's name, place and stead, to amend this Subscription Agreement and the Questionnaire, including in each case the undersigned's signature page thereto, to effect any of the foregoing provisions of this Paragraph (4). (5) The undersigned acknowledges that (i) the issuance of the Shares is subject to the approval of the stockholders of the Company at a duly called meeting; (ii) the Company cannot assure the undersigned that it will be able to obtain favorable votes from the required number of Securities sold shall stockholders at the meeting; and (iii) in the event that the Company does not exceed 20,000,000(the “Maximum Offering”)obtain the required stockholder approval, the Company will refund the undersigned's subscription without interest. The Company may accept subscriptions until November 1, 2016, unless otherwise extended by agrees that it will submit the Offering to its stockholders for approval at the 1999 Meeting of Stockholders of the Company in its sole discretion in accordance with applicable SEC regulations which is anticipated to be held on or before May 31, 1999. Upon approval of the Offering by stockholders owning a majority of the outstanding shares entitled to vote at the meeting, and assuming that subscription for such other period the minimum amount required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”)have been received, the Company may elect at any time to close all or any portion of this offering, conduct a closing on various dates at or prior to the Termination Date (each a “Closing Date”)Offering. (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyBUSINESS LINES CORP, a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 5 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 15,000,000 (the “Maximum Offering”). The Company may accept subscriptions until November October 1, 20162018, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 221 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number shares of Shares of Common Stock common stock (the “Securities”), of XTI Aircraft CompanyNew York Bodega Cats, Inc. a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $60. The rights and preferences of the Securities common stock are as set forth in the Company’s amended and restated Certificate certificate of Incorporation which appears incorporation found as an Exhibit 2.1 to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until November 1, 2016, unless otherwise extended the date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number shares of Shares of Class B Common Stock (the “Securities”), of XTI Aircraft CompanyFlower Turbines, Inc. a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 12.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $600.00. The rights and preferences of the Securities common stock are as set forth in the Company’s amended Amended and restated Restated Certificate of Incorporation which appears Incorporation, the amendments thereto, and the Company’s Bylaws, found as an Exhibit Exhibits 2.1 – 2.3 to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 1,000,000 (the “Maximum Offering”), plus certain bonus shares that may be issued to certain investors as set forth in the Offering Statement. The Company may accept subscriptions until November 1, 2016on a continuous basis, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock Series Interests (the “Securities”), of XTI Aircraft CompanySeries A, a Series of YSMD, LLC, a registered series of a Delaware corporation series limited liability company (the “Company”) set out on the signature page hereto), at a purchase price of $1 5.00 per share membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500, or 100 Units. The rights and preferences of the Securities membership interest are as set forth in the Company’s amended Operating Agreement of YSMD, LLC and restated Certificate of Incorporation which appears the respective series designation, filed as an Exhibit Exhibits to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 4,514,621 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyGraze, Inc., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 7.10 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1,001.10. The rights and preferences of the Securities Common Stock are as set forth in the Company’s amended Third Amended and restated Restated Certificate of Incorporation Incorporation, which appears is filed as an Exhibit 2.1 to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 1,056,338 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock membership interests (the “Securities” or “Shares”)) of Series [XXX], a Series of XTI Aircraft CompanyFreeport Holdings Series LLC, a Delaware corporation limited liability company (the “Company”) set out on the signature page hereto), at a purchase price of $1 [XX.XX] per share Share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $[XXX].00 or [XXX] Shares. The rights and preferences of the Securities shares are as set forth in the Company’s Limited Liability Company Agreement of Freeport Holdings Series LLC, dated November 21, 2022, as amended from time to time (the “Operating Agreement”) and restated Certificate the Series Operating Agreement for Series [XXX], each of, or the form of Incorporation which appears is filed as an Exhibit exhibit to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XXX] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the Managing Member the power of attorney described therein). (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder related to such rejected subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the [XXX] (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 [XXX] Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number shares of Shares of Class B Common Stock (the “Securities”), of XTI Aircraft CompanyF▇▇▇▇▇ ▇▇▇▇▇▇▇ Laboratories, Inc. a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 10.67 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $490.82. The rights and preferences of the Securities common stock are as set forth in the Company’s amended Amended and restated Restated Certificate of Incorporation which appears Incorporation, the amendments thereto, and the Company’s Bylaws, found as an Exhibit Exhibits 2.1 – 2.4 to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 937,207, plus up to 187,441 bonus shares (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016on a continuous basis, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number shares of Shares of Common Stock common stock (the “Securities”), of XTI Aircraft CompanySeattle Emerald Haze, Inc. a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $60. The rights and preferences of the Securities common stock are as set forth in the Company’s amended and restated Certificate certificate of Incorporation which appears incorporation found as an Exhibit 2.1 to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until November 1, 2016, unless otherwise extended the date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares shares of Common Stock (the “Securities”), of XTI Aircraft CompanyMedicaMetrix, Inc., a Delaware corporation Corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 5 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $250. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears Incorporation, filed as an Exhibit 2.1 to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 4,000,000 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number shares of Shares of Common Stock common stock (the “Securities”), of XTI Aircraft CompanyNew England Cape Gods, Inc. a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 60 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $60. The rights and preferences of the Securities common stock are as set forth in the Company’s amended and restated Certificate certificate of Incorporation which appears incorporation found as an Exhibit 2.1 to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 95,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, until November 1, 2016, unless otherwise extended the date determined by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Class B Common Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyRyse Inc, a Delaware Canadian corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 1.25 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1,000. The rights and preferences of the Securities Class B Common Shares are as set forth in the Company’s amended and restated Certificate of Incorporation which appears Incorporation, as amended, filed as an Exhibit exhibit to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number value of Securities sold shall not exceed 20,000,000(the $25,000,000 (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, including but not limited to the terms of the Voting Trust Agreement and the Shareholders Agreement. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Subscription. (a) 2.1 The undersigned (“Subscriber”) hereby irrevocably subscribes Units being subscribed for and agrees hereunder form part of a larger offering of up to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) set out on the signature page hereto, 6,250,000 Units at a purchase price of $1 0.40 per share (Unit, for gross aggregate proceeds of up to $2,500,000. The Units are being offered for sale on a best efforts agency basis by the “Per Security Price”)Agent, upon acting as agent, pursuant to the terms of the Agency Agreement. The Subscriber understands that the Units subscribed for will be purchased from the Issuer by the Subscriber and not from the Agent. 2.2 The completion of the Private Placement is not subject to the completion of any minimum aggregate offering or any closing condition other than as set forth herein and in the Agency Agreement. 2.3 Subject to section 7 of this Agreement, the Subscriber hereby confirms its irrevocable subscription for the Units from the Issuer, on and subject to the terms and conditions set forth out in this Agreement, for the Aggregate Subscription Price which is payable as described herein. The rights and preferences Subscriber acknowledges (on its own behalf and, including if applicable, on behalf of each Disclosed Principal) that upon acceptance by the Issuer of this Agreement, this Agreement will constitute a binding obligation of the Securities are Subscriber (including if applicable, each Disclosed Principal) subject to the terms and conditions contained herein. 2.4 The Issuer may, in its absolute discretion, accept or reject the Subscriber’s subscription for Units as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at and the Issuer reserves the right to allot to the Subscriber less than the amount of Units subscribed for under this Agreement. If this subscription is rejected in whole, any time prior cheques or other forms of payment delivered to a Closing Date (as hereinafter defined), by the Company at its sole discretionAgent representing the Aggregate Subscription Price will be promptly returned to the Subscriber without interest or deduction. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether If this subscription is accepted (whether in whole or only in part) or rejected. If Subscriber’s , a cheque representing any refund of the Aggregate Subscription Price for that portion of the subscription for the Units which is rejectednot accepted, Subscriber’s payment (or portion thereof if partially rejected) will be returned promptly delivered to the Subscriber without interest or deduction. The Subscriber acknowledges and agrees that the acceptance of this Agreement will be conditional upon, among other things, the sale of the Units to the Subscriber being exempt from any prospectus and offering memorandum requirements of applicable Securities Laws and the equivalent provisions of securities laws of any other applicable jurisdiction and, to the extent possible, the Subscriber agrees to furnish the Issuer with all of Subscriber’s obligations hereunder shall terminateinformation that is reasonably necessary to confirm same. 2.5 The Agent is hereby authorized, on behalf of the Subscriber (d) The aggregate number and, if applicable on behalf of Securities sold shall not exceed 20,000,000(the “Maximum Offering”others for whom it is contracting hereunder). The Company may accept subscriptions until November 1, 2016to deliver this Agreement and any other documents required to be delivered in connection herewith to the Issuer on or before the Closing and to pay to the Issuer, unless otherwise extended by on behalf of the Company in its sole discretion Subscriber, an amount equal to the subscription price for the Units subscribed for hereunder (net of the applicable cash commission and other amounts payable to the Agent in accordance with applicable SEC regulations for such other period required the Agency Agreement). 2.6 The Private Placement is not, and under no circumstance is to be construed as, a public offering of the Securities. The Private Placement is not being made, and this subscription does not constitute an offer to sell or the Maximum solicitation of an offer to buy the Securities in any jurisdiction where, or to any person whom, it is unlawful to make such an offer or solicitation. 2.7 The issue of the Units (will not restrict or prevent the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at Issuer from obtaining any time to close all other financing or any portion of this offeringfrom issuing additional securities or rights. 2.8 The Issuer will use its commercially reasonable best efforts to, on various dates at or prior to the Termination Date (each a “date which is 30 days following the Closing Date”), file the Registration Statement with the SEC and to have the Registration Statement declared effective by the SEC as soon as practicable and in any event, not later than 120 days following the Closing Date. (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock Class B Membership Interests (the “Securities”), of XTI Aircraft CompanyPrince of Venice, LLC, a Delaware corporation Limited Liability Company (the “Company”) set out on the signature page hereto), at a purchase price of $1 250 per share Membership Interest (the “Per Security Price”)) with a minimum purchase amount of $1,000, upon the terms and conditions set forth herein. The rights and preferences of the Securities Membership Interests are as set forth in the Operating Agreement of the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC Private Placement Memorandum dated December 7, 2016 and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the $1 million (the “Maximum Offering”). The Providing that the Company sells the Minimum Offering amount by March 31, 2017, the Company may accept subscriptions until November 1December 31, 20162018, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities in the amount of $200,000 are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyRTO FINANCE CORP., a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 4 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until November December 1, 20162018, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a ( “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof, at the Closing, the Subscriber hereby irrevocably subscribes agrees to subscribe for and purchase, and the SPAC hereby agrees to purchase issue and sell to Subscriber, upon the number payment of the Purchase Price, the Committed Shares of Common Stock (the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) as set out forth on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securitiesthis Subscription Agreement. (b) By executing Notwithstanding anything to the contrary contained in this Subscription Agreement, if (i) the Subscriber acknowledges that holds any Class A Shares acquired after the date hereof, along with any related Redemption Rights (such shares acquired after the date hereof, the “Eligible Shares”) as of the fifth calendar day after the effectiveness of Westrock’s Registration Statement on Form S-4 and the SPAC’s Proxy Statement; and (ii) the Subscriber has received (1) does not exercise any right to redeem or convert Class A Shares in connection with the redemption conducted by the SPAC in accordance with the SPAC’s organizational documents and final IPO prospectus in conjunction with the Closing (“Redemption Rights”) with respect to such Eligible Shares (including revoking any prior redemption or conversion elections made with respect to such Eligible Shares), (2) does not Transfer such Eligible Shares prior to the Closing Date, (3) does not vote such Eligible Shares with respect to any proposal contained in the SPAC’s proxy statement seeking stockholder approval of the Transactions (the “Proxy Statement”), and (4) notifies the SPAC of purchase price paid for each Eligible Share, then such Eligible Shares shall be “Non-Redeemed Shares”, and the number of Committed Shares the Subscriber is obligated to purchase under this Subscription AgreementAgreement may be reduced by the number of Non-Redeemed Shares. In order to decrease the Committed Shares, a copy the Subscriber must, at least five Business Days prior to the date of the Offering Statement SPAC’s special stockholders meeting to be held pursuant to the Proxy Statement, deliver to the SPAC a certificate in the form attached hereto as Annex A, and shall further, upon the SPAC’s request, promptly provide such additional documents reasonably requested by the SPAC relating to the Eligible Shares. For purposes of this Section 1(b), “Transfer” means any (x) sale, offer to sell, contract or agreement to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Company filed Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the SEC and respect to any relevant securities, (y) entry into any swap or other information required by the Subscriber arrangement that transfers to make an investment decision. (c) This Subscription may be accepted or rejected another, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number economic consequences of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted ownership of any relevant securities, or (whether z) public announcement of any intention to effect any transaction specified in whole or in partclause (x) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”y). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. 5.1 On the terms of and subject to the conditions of this Agreement and relying on the warranties, covenants, indemnities and undertakings contained herein the Subscribers (aor, in the case of Mr Baker at Mr Baker's discr▇▇▇▇▇ ▇▇cuse▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇rtnership Limited ("FHP") or, in the case of any Subscriber which is an investment manager any fund managed by such Subscriber) will subscribe in full in cash for such number of the Subscription Shares as are set opposite their names in the third column of Schedule 2 at the Subscription Price ("Subscription Cash") which price the Subscribers will procure to be paid or pay on or by Admission. 5.2 The undersigned Subscription Shares will be subscribed free from all liens charges and encumbrances of any nature whatsoever. 5.3 The Directors undertake with the Subscribers that they will on or before 7.30 am on the date of Admission allot the Subscription Shares at the Subscription Price to the Subscribers, or to such nominees as they may direct or also, in the case of Mr Baker to FHP or also in the ▇▇▇▇ of any Subscriber which is an investment manager any fund managed by such Subscriber, conditionally only on satisfaction of the condition in Clause 2.1.11 on terms that, upon such allotment becoming unconditional, such shares shall be fully paid and shall rank pari passu in all respects with and be identical to the Ordinary Shares in issue including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. Forthwith after such allotment the Company shall provide the Subscribers and Dresdner Kleinwort Benson with certified copies of th▇ Board resolution allotting the Subscription Shares. 5.4 Each Subscriber severally warrants and undertakes to the Company that the Subscription Cash due from him is, upon this Agreement coming into effect, held by N.M. Rothschild & Sons Limited solely for the purpose of paying the Subscription Cash pursuant to the terms of this Agreement, subject only to this Agreement becoming unconditional and not being terminated. 5.5 The Directors undertake that, subject to the passing of all of the Resolutions, prior to Admission a board meeting of the Company shall be held at which, conditional upon Admission: 5.5.1 the FHP Consultancy Agreement, the Option Agreement and the Service Agreement shall be executed and entered into by the Company; 5.5.2 Mr Baker shall be appointed a dir▇▇▇▇▇ ▇▇ the Company and shall be appointed Executive Chairman; 5.5.3 Mr L Rice shall resign as a director of the Company; 5.5.4 the Subscription Shares and the Placing Shares shall be allotted and issued in accordance with the terms of this Agreement and the Placing Agreement (“Subscriber”) hereby irrevocably subscribes for respectively); and 5.5.5 the Unapproved Option Scheme shall be adopted by the Company. 5.6 Each US Subscriber acknowledges and agrees to purchase that the number Subscription Shares have not been registered under the United States Securities Act of Shares of Common Stock 1933 (the “Securities”), "1933 Act") or the securities laws of XTI Aircraft Company, a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences any state of the Securities United States, and are being offered and sold to the US Subscribers pursuant to an exemption from registration contained in Regulation D under the 1933 Act and applicable state law (and not pursuant to Regulation S under the 1933 Act). Consequently, the Subscription Shares to be issued to the US Subscribers shall be "restricted shares" as that term is defined in Rule 144 under the 1933 Act, and each US Subscriber understands and agrees that the Subscription Shares to be issued to the US Subscribers cannot be offered, sold, delivered, transferred or otherwise disposed of except pursuant to a registration statement under the 1933 Act and applicable state law or in accordance with an opinion of counsel acceptable to the Company that said transaction is exempt from registration under the 1933 Act and applicable state law. Each share certificate (including any successor share certificate) shall bear a legend as set forth below: Form of Legend These shares have not been registered under the United States Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state of the United States. Consequently, these shares cannot be offered, sold, delivered, transferred or otherwise disposed of except pursuant to a registration statement under the 1933 Act and applicable state law or in the Company’s amended and restated Certificate accordance with an opinion of Incorporation which appears as an Exhibit counsel acceptable to the Offering Statement filed with Company that said transaction is exempt from registration under the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC 1933 Act and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed forapplicable state law. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period be required to sell register any purported sale, delivery, transfer, or other disposition that is contrary to the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion terms of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)legend. (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock Series Interests (the “Securities”), of XTI Aircraft Company[SERIES NAME], a Series of Here Collection LLC, a registered series of a Delaware corporation series limited liability company (the “Company”) set out on the signature page hereto), at a purchase price of $1 1.00 per share membership interest (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $100, or 100 Units. The rights and preferences of the Securities membership interest are as set forth in the Company’s amended Operating Agreement of Here Collection LLC and restated Certificate of Incorporation which appears the respective series designation, filed as an Exhibit Exhibits to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ______________, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the [_] (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase, at a purchase the number price of Shares of Common Stock $10.00 per share, shares (the “SecuritiesShares”) of Class B common stock, par value $0.001 per share (the “Common Stock”), of XTI Aircraft CompanyZero Labs Automotive Inc., a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securitiesminimum subscription is $1000.00 (100 Shares). (b) Subscriber understands that the Shares are being offered pursuant to an offering circular dated [_____], 202_ (the “Offering Circular”) included in the offering statement of the Company filed with the SEC (the “Offering Statement”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber he, she or it has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC Circular and Offering Statement, including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription Subscriber’s subscription may be accepted or rejected in whole or in part, by the Company, in its sole discretion, at any time prior to before a Closing Date (as hereinafter defineddefined below), by the Company at its sole discretion. In addition, the Company, at in its sole discretion, may allocate to Subscriber only a portion of the number of Securities Shares for which Subscriber has subscribed forsubscribed. The Company will notify Subscriber whether this his, her or its subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof thereof, if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall will terminate. (d) The aggregate number of Securities Shares sold shall will not exceed 20,000,000(the “Maximum Offering”)1,000,000 Shares. The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the earliest of (i) the 180th day after the date as of which the SEC qualifies the Offering Statement (or such later day as the Company determines, if, in its sole discretion discretion, it extends the offering of the Shares (the “Offering”), (ii) the date as of which all Shares offered by the Offering Circular have been sold and (iii) any such earlier time as the Company may determine in accordance with applicable SEC regulations for its sole discretion, regardless of the number of Shares sold and the amount of capital raised (the earliest of such other period required to sell the Maximum Units (dates, the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offeringthe Offering, on various dates at or prior to before the Termination Date (each each, a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event if the sale of the Securities Shares (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except for this Section 1(e) and Section 5 hereofhereof (and, to the extent relevant thereto, Sections 4 and 6), each of which shall will remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Class B Common Stock (the “Securities”), of XTI Aircraft CompanyAptera Motors Corp., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 10.50 per share Class B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities Class B Common Stock are as set forth in the Company’s amended and restated Restated Certificate of Incorporation which and any description of the Securities that appears as an Exhibit to in the Offering Statement filed with the SEC covering the SecuritiesMaterials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations with respect to such rejected amounts hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 476,190 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until November 1June 30, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units 2024 (the “Termination Date”). Providing that subscriptions for 3,000,000 2,381 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Series B Preferred Stock (the “Securities”), of XTI Aircraft Company6d bytes, inc. dba Blendid, a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 2.22 per share Series B Preferred Share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $999. The Series B Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock, issuable upon conversion of the Series B Preferred Stock are also referred to as the “Securities.” The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit 2.1 to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 24,774,774 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Series A Preferred Stock (the “Securities”), of XTI Aircraft CompanyFuture Labs V, Inc. D/B/A Graze, a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 5.80 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is 87 shares. The rights and preferences of the Securities Series A Preferred Stock are as set forth in the Company’s amended Amended and restated Restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated December 3, 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 20,000,000(the 1,724,138 (the “Maximum Offering”). The Company may accept subscriptions until November 1______, 20162021, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) The minimum aggregate number of Securities sold of 172,414 shares has already been met. As of December 2, 2020 there is a total of 670,055 Series A Preferred Shares outstanding as part of this offering circular. (g) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (individually and/or collectively, the “SubscriberParticipant”) hereby irrevocably subscribes for and agrees applies to purchase the number shares of Shares of restricted Common Stock (the “SecuritiesShares” or the “Common Stock”)) of Trxade Group, of XTI Aircraft CompanyInc., a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon in accordance with the terms and conditions set forth herein. The rights and preferences of of: (1) this Subscription Agreement (the Securities are “Subscription”), which is attached as set forth in Exhibit B to the Company’s amended and restated Certificate of Incorporation Confidential Private Placement Memorandum, dated September 2, 2014 (the “Memorandum”); (2) the Rights Agreement (the “Rights Agreement”), which appears as an Exhibit attached to the Offering Statement filed with Memorandum as Exhibit C, and (3) the SEC covering the Securities.Warrant Agreement (“Warrant Agreement”), attached hereto as Exhibit D. (b) By executing Before this Subscription is considered, the Participant must complete, execute and deliver to the Company the following: (i) This Subscription; (ii) The Certificate of Accredited Investor Status, attached hereto as Exhibit A; (iii) The Rights Agreement, Subscriber acknowledges that Subscriber has received this Subscription attached hereto as Exhibit C; (iv) The Warrant Agreement, a copy attached hereto as Exhibit D, to purchase twenty-five percent (25%) of the Offering Statement total number of shares purchased under 1(b)(v) below, and (v) The Participant’s check in the Company filed with amount of $__________ in exchange for ______________ Shares purchased, or wire transfer sent according to the SEC and any other information required by the Subscriber to make an investment decisionCompany’s instructions. (c) This Subscription is irrevocable by the Participant. (d) This Subscription is not transferable or assignable by the Participant. (e) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended part by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Closing Date (each as defined in Section 1(g) hereof), regardless of whether Participant’s funds have theretofore been deposited by the Company). Participant’s execution and delivery of this Subscription will not constitute an agreement between the undersigned and the Company until this Agreement has been accepted and executed by the Company. In the event this Subscription is rejected by the Company, all funds and documents tendered by the Participant shall be returned and the parties' obligations hereunder, shall terminate. (f) The Company not engaged a placement agent for his Offering. (g) This Offering, as defined in the Memorandum, is scheduled to close no later than September 30, 2014 at 5:00 P.M. Eastern Standard Time (the “Closing Date”), provided, however, that the Company, at its sole election, may extend this offering up to an additional ninety (90) days. The target offering is for up to 2,000,000 shares of Common Stock, but this offering has no prescribed minimum amount and the Company may accept lessor amounts from investors or have multiple closings of this offering, or subsequent closings of the same offering past the Closing Date. (eh) In the event of rejection of this subscription in its entiretyAs described above, or and in the event the sale Warrant Agreement, attached hereto as Exhibit D, Participant shall receive a Warrant to purchase shares of Common Stock of the Securities Company totaling twenty-five percent (or any portion thereof25%) is not consummated for any reasonof the total Shares purchased by Participant. These shares shall have a five (5) year term and an exercise price of one cent ($0.01), this pursuant to the terms and conditions of the Warrant Agreement. ___________ Subscription Agreement shall have no force or effectParticipant’s Initials 1 Trxade Group, except for Section 5 hereof, which shall remain in force and effect.Inc.

Subscription. (a1) The undersigned (“Subscriber”) Subject to the conditions to closing set forth herein, each Purchaser hereby irrevocably subscribes for and agrees to purchase Securities for the aggregate purchase price set forth on the signature page of such Purchaser hereto (the “Subscription Amount”). The Securities to be issued to a Purchaser hereunder shall consist of (i) Shares in an amount equal to the quotient of (x) the Subscription Amount, divided by (y) the Offering Price, rounded down to the nearest whole number, and (ii) a Warrant to purchase such number of shares of Common Stock to be determined based on a ratio of one (1) share of Common Stock for every three and one-third (3-1/3) (the “Warrant Fraction”) Shares purchased hereunder, rounded down to the nearest whole number. The Company shall allocate the Subscription Amount between the Shares and the Warrants prior to the Closing (as defined below) and provide notice to the Purchasers of such allocation. (2) For purposes of this Agreement, the “Offering Price” shall be $1.72, which shall be the sum of (i) the price per Share to be paid by the Purchasers, which shall equal or exceed the last closing bid price of the Common Stock prior to the entering into of this Agreement, plus (ii) the price for the portion of the Warrant relating to such Share to be paid by the Purchasers, which shall be $0.125 multiplied by the Warrant Fraction. The aggregate Offering Price to be paid by a Purchaser shall be rounded up to the nearest whole cent. (3) As soon as possible, but no later than three (3) business days after the date of this Agreement, the Company shall hold the closing of the Offering (the “Closing” and the date of the Closing, the “Closing Date”). Prior to the Closing, each Purchaser shall deliver the applicable Subscription Amount, by wire transfer to such escrow account in accordance with the wire transfer instructions set forth on Schedule A, and such amount shall be held in the manner described in Paragraph (4) below. There is a $9 million minimum subscription amount required for the Closing. (4) All payments for Securities made by the Purchasers will be deposited as soon as practicable for the undersigned’s benefit in an escrow account. Payments for Securities made by the Purchasers will be returned promptly, prior to the Closing, without interest or deduction, if, or to the extent, the undersigned’s subscription is rejected or the Offering is terminated for any reason. (5) Upon receipt by the Company of the requisite payment for all Securities to be purchased by the Purchasers whose subscriptions are accepted, the Company shall, at the Closing and as a condition thereof: (i) issue to each Purchaser a Warrant to purchase such number of shares of Common Stock calculated in accordance with Paragraph (1) above; (ii) deliver to the Purchasers and to ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc., the placement agent for the Offering (the “Placement Agent”), a certificate stating that the representations and warranties made by the Company in Section C of this Agreement were true and correct in all respects when made and are true and correct in all respects on the date of the Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of the Closing Date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing with respect to such date); and (iii) cause to be delivered to the Placement Agent and the Purchasers an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP substantially in the form of Exhibit A hereto and reasonably acceptable to counsel for the Placement Agent. At the closing or as promptly after the Closing as is practicable, the Company shall issue to each Purchaser stock certificates representing the shares of Common Stock purchased at the Closing under this Agreement. (6) Each Purchaser acknowledges and agrees that this Agreement shall be binding upon such Purchaser upon the execution and delivery to the Company, in care of the Placement Agent, of such Purchaser’s signed counterpart signature page to this Agreement unless and until the Company or the Placement Agent shall reject the subscription being made hereby by such Purchaser. (7) Each Purchaser agrees that each of the Company and the Placement Agent may reduce such Purchaser’s subscription with respect to the number of Shares and Warrants to be purchased without any prior notice or further consent by such Purchaser. If such a reduction occurs, the part of Common Stock the Subscription Amount attributable to the reduction shall be promptly returned, without interest or deduction. (8) Each Purchaser acknowledges and agrees that the “Securities”), purchase of XTI Aircraft Company, a Delaware corporation (Shares and Warrants by such Purchaser pursuant to the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon Offering is subject to all the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securitiesthis Agreement. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyFuture Pearl Labs, Inc. dba “Bobacino”, a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 2.39 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is 105 shares. The rights and preferences of the Securities Common Stock are as set forth in the Company’s amended Amended and restated Restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated December [_], 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 2,008,368, which includes up to 334,728 shares issued as “Bonus Shares”, as defined in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016for one year following qualification by the SEC, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock Class A-1 Membership Unit (the “Securities”), of XTI Aircraft CompanyVernafund CF, LLC, a Delaware corporation limited liability company (the “Company”) set out on the signature page hereto), at a purchase price of $1 1,000 per share Class A-1 Membership Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities Class A-1 Membership Units are as set forth in operating agreement and any description of the Company’s amended and restated Certificate of Incorporation which Securities that appears as an Exhibit to in the Offering Statement filed with the SEC covering the SecuritiesMaterials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 1,235 Units (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until November 1August 3, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units 2023 (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are 25 Units received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned investor (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number shares of Shares of Common Series A Preferred Stock (the “Securities”), of XTI Aircraft CompanyManeGain, Inc., a Delaware Texas corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 5.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum number of shares that may be purchased hereunder is 200. The rights and preferences of the Securities Series A Preferred Stock are as set forth in the Company’s amended and restated Certificate of Incorporation which Designation of Series A Preferred Stock of the Company and any description of the Securities that appears as an Exhibit to in the Offering Statement filed with the SEC covering the SecuritiesMaterials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”)1,000,000. The Company may accept subscriptions until November 1, 2016, unless otherwise extended by one year after the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell qualification of the Maximum Units Offering Statement (the “Termination Date”), provided the Minimum Offering has been received prior to one hundred eighty days after the qualification of the Offering Statement. Providing that subscriptions for 3,000,000 100,000 Securities are received prior to the date that is one hundred eighty days after the qualification of the Offering Statement (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof and the provisions of the Offering Memorandum, the Subscriber hereby irrevocably subscribes for and agrees to purchase the number $________ of Shares having a cash purchase of Common Stock $.001 each (the “Securities”"Purchase Price"), of XTI Aircraft Company, a Delaware corporation and hereby tenders (the “Company”a) set out on the signature page hereto, at a purchase price of $1 per share this Subscription Agreement (the “Per Security Price”sometimes herein referred to as "Subscription"), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. ; (b) By executing a check in the amount of the Purchase Price payable to the order of "Networking Partners, Inc.;” (c) a completed Purchaser Questionnaire; and (d) a photocopy of the Subscriber’s country’s driver’s license or passport. The cash payment is sometimes herein referred to as the "Proceeds." In the event the Subscriber does not tender payment of the purchase price when submitting this Subscription Agreement, Subscriber acknowledges that Subscriber has received then this Subscription AgreementAgreement shall be deemed to be a Promissory Note pursuant to which the Subscriber promises to pay the Company the full subscription amount, without interest, as soon as the Company notifies the Subscriber that it has opened a copy bank account in the United States, but such payment shall be made to the Company no later than six months from the date of this Subscription Agreement or the Subscriber is subject to forfeiture of the Shares being purchased. The Proceeds will be deposited into the general operating bank account of the Company. Should this Subscription be rejected, this Subscription shall be rendered void and of no further force and effect and the Company will return to the Subscriber the Proceeds paid herewith within a reasonable period of time. No interest will be paid on the Proceeds. If this Subscription is accepted, but no Closing of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In additiontakes place, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) Proceeds will be returned to the Subscriber without within a reasonable period of time. No interest and all of Subscriber’s obligations hereunder shall terminatewill be paid on the Proceeds. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Class B Common Stock (the “Securities”), of XTI Aircraft CompanyAptera Motors Corp., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 10.50 per share of Class B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $210. The rights and preferences of the Securities are as set forth in the Company’s amended Amended and restated Restated Certificate of Incorporation which appears Incorporation, filed as an Exhibit 2.2 to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. 024-11479), as may be amended from time to time.. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number value of Securities sold shall not exceed 20,000,000(the $38,715,747 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyFuture Pearl Labs, Inc. dba “Bobacino”, a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 2.39 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is 105 shares. The rights and preferences of the Securities Common Stock are as set forth in the Company’s amended Amended and restated Restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated February [_], 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 2,008,368, which includes up to 334,728 shares issued as “Bonus Shares”, as defined in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016for one year following qualification by the SEC, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).

Subscription. AMOUNT OF INVESTMENT: $____________________________________ (a) The undersigned (“SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to purchase the number become a holder (“Noteholder”) of Shares of Common Stock (the “Securities”)promissory notes in CF FUND II, of XTI Aircraft CompanyLLC, a Delaware corporation Pennsylvania limited liability company (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon and to purchase through his, her or its investment the amount of promissory notes (“Promissory Notes”) as indicated above, all in accordance with the terms and conditions set forth herein. The rights of this Subscription Agreement, the Promissory Notes, the Articles of Organization (the “Articles”) and preferences Operating Agreement (“Operating Agreement”) of the Securities are as set forth in the Company’s amended , and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with Circular dated August 1, 2017 (the SEC covering the Securities“Offering Circular”). (b) By executing The Purchaser acknowledges and agrees that this Subscription Agreementsubscription cannot be withdrawn, Subscriber acknowledges that Subscriber has received this Subscription Agreementterminated, or revoked. The Purchaser agrees to become a copy Noteholder and to be bound by all the terms and conditions of the Offering Statement Promissory Notes. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Company filed with the SEC and any other information required Purchaser. This subscription is not transferable or assignable by the Subscriber to make an investment decisionPurchaser, except as expressly provided in the terms and conditions of the actual Promissory Notes. (c) This Subscription subscription may be accepted or rejected in as a whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended part by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”)and absolute discretion. Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”)If this subscription is rejected, the Purchaser’s funds shall be returned to the extent of such rejection. This subscription shall be binding on the Company may elect at any time to close all or any portion only upon its acceptance of the same. (d) Neither the execution nor the acceptance of this offeringSubscription Agreement constitutes the Purchaser as a Noteholder, shareholder or secured creditor of the Company. This is an agreement only to purchase the Promissory Notes on various dates at a when issued basis; and the Purchaser will become a Noteholder (and not a shareholder or prior secured creditor) only after the Purchaser’s funds are duly transferred to the Termination Date (each a “Closing Date”).account of the Company and the Promissory Notes are issued thereupon to the Purchaser. Until such time, the Purchaser shall have only those rights as may be set forth in this Subscription Agreement. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) In The Purchaser’s rights and responsibilities will be governed by the event of rejection terms and conditions of this subscription Subscription Agreement, the Offering Circular, and the Promissory Notes. If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Company will reply upon the information provided in this Subscription Agreement to confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, that will allow the investor to purchase Promissory Notes. (f) Should the process from depositing a Purchaser’s funds into the account of the Company and acceptance as a Noteholder take longer than ninety (90) days, the Purchaser may request in writing to recover his, her or effectits investment funds. If, except for Section 5 hereofupon receipt of such request in writing, which shall remain in force the Company has not yet accepted the Purchaser as a Noteholder, then the Company will return the Purchaser’s funds to the Purchaser and effectrevoke the Subscription Agreement within ten (10) business days of receipt of such request from the Purchaser.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyPlanet Wealth, Inc., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 1.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights herein and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). The minimum subscription is $300. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state of residence for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”)from ▇▇▇▇▇▇ International, of XTI Aircraft CompanyInc., a Delaware Maryland corporation (the “Company”), the number of shares of Series A Preferred Stock (“Series A Preferred Shares”) of the Company, par value $.001 per share, (the “Preferred Stock”) set out forth on the signature page heretohereof, at a purchase price of $1 per share (the “Per Security Purchase Price”), upon ) equal to $1,000.00 per share. This subscription is submitted to you in accordance with and subject to the terms and conditions set forth hereindescribed in this Agreement, the Registration Rights Agreement, of even date herewith (the “Registration Rights Agreement”), the Warrant, of even date herewith (the “Warrant”) and the Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock (the “Articles Supplementary”), relating to an offering (the “Offering”) of up to 15,000 shares of Series A Preferred Shares (the aggregate number of shares sold pursuant to this Agreement is herein referred to as the “Shares”). The rights and preferences undersigned acknowledges that Sheridan Road Capital LLC will receive 7% of the Securities are as set forth proceeds of all Series A Preferred Shares sold by them in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the SecuritiesOffering. (b) By executing Subscription payments should be made payable to “▇▇▇▇▇▇ International, Inc.,” and should be delivered, together with two executed and properly completed copies of this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of . If the Offering Statement of the Company filed with the SEC and any other information required subscription is not accepted in whole or in part by the Subscriber Company, the full or ratable amount, as the case may be, of any subscription payment received will be promptly refunded to make an investment decisionthe subscriber without deduction therefrom or interest thereon. (c) This Subscription may be If this subscription is accepted or rejected by the Company, in whole or in part, at any time prior and subject to a Closing Date (as hereinafter defined)the conditions set forth in Section 2 of this Agreement, by the Company at its sole discretion. In additionshall deliver to the undersigned the Shares subscribed for hereby, dated the Company, at its sole discretion, may allocate to Subscriber only a portion date of the number Closing, and a fully executed copy of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateAgreement. (d) The aggregate number of Securities sold shall undersigned may not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all withdraw this subscription or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)amount paid pursuant thereto except as otherwise provided below. (e) In the event of rejection of this subscription in its entirety, or If any other purchaser in the event Offering obtains more favorable terms from the sale Company than those obtained by the undersigned, the Company hereby agrees to amend the relevant documents to provide the same terms to the undersigned. (f) If and when a closing of the Securities Offering (or any portion thereof“Closing”) is not consummated occurs, the Company will issue to the undersigned Warrants for any reasonthe purchase of 250 shares of common stock of the Company, this Subscription Agreement shall have par value $.001 per share (“Common Stock”), for every Series A Preferred Share purchased by the undersigned. The Company will issue to the undersigned additional Warrants for the purchase of 150 shares of Common Stock for every Series A Preferred Share purchased by the undersigned if, but only if, (i) the Closing occurs, and (ii) the Company fails to replace General Electric Capital Corporation (“GECC”) with another senior creditor no force or effectlater than June 30, except for Section 5 hereof, which shall remain in force and effect2007.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees Subscriber is offering to purchase from the Company the number of Offered Shares of Common Stock set forth on the Subscriber Information Page hereto (the “SecuritiesSubscribed Shares”), of XTI Aircraft Company, a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon in accordance with the terms and conditions set forth hereinprovisions of this Agreement. The rights and preferences of total consideration to be paid for the Securities are Subscribed Shares as set forth in on the Company’s amended and restated Certificate Subscriber Information Page is referred to herein as the “Purchase Price.” The number of Incorporation which appears as Offered Shares set forth on the Subscriber Information Page hereto shall be an Exhibit amount equal to the Offering Statement filed with quotient of the SEC covering Purchase Price divided by the SecuritiesPer Share Purchase Price; provided, if such an amount is not a whole number, the undersigned Subscriber shall decrease the Purchase Price in such an amount necessary to yield the nearest whole number of Subscribed Shares. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription The undersigned Subscriber’s subscription may be accepted or rejected rejected, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole for any or in part) or rejectedno reason whatsoever. If the undersigned Subscriber’s subscription documents are returned to it (and the undersigned Subscriber’s subscription is rejectedrejected by the Company in its entirety), Subscriber’s payment this Agreement shall thereafter be of no force or effect. (c) The obligations of the undersigned Subscriber to purchase and pay for the Subscribed Shares, and of the Company to sell the Subscribed Shares, are subject to the satisfaction at or portion thereof if partially rejected) will prior to the respective closing therefor of the following conditions precedent: the representations and warranties of the Company contained in the Form C and Section 5 hereof, and of the undersigned Subscriber contained in Section 6 hereof, shall be returned to Subscriber without interest true and correct as of such closing in all respects with the same effect as though such representations and warranties had been made as of Subscriber’s obligations hereunder shall terminatesuch closing. (d) The aggregate number Company will use the proceeds of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Offered Shares for funding development, expansion, and growth initiatives, marketing expenses, executive and employee compensation, attraction and retention of key employees, advisors, and consultants, and for general working capital purposes, employee and service provider compensation, vendor service costs and expenses, and costs and fees incurred in connection with this Offering (or any portion thereof) is not consummated for any reasonincluding without limitation legal, this Subscription Agreement shall have no force or effectfinancial, except for Section 5 hereofand tax counsel, which shall remain representation, and related services), and as further set forth in force and effect.the Form C.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyEden Grow Systems Inc., a Delaware corporation Texas Corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 1.00 per share Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities Common Stock are as set forth in the Company’s amended Bylaws and restated Certificate any description of Incorporation which the Securities that appears as an Exhibit to in the Offering Statement filed with the SEC covering the SecuritiesMaterials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. [It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.] (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 1,240,000 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until November 1March 31, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units 2025 (the “Termination Date”). Providing that subscriptions for 3,000,000 50,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock Class A-1 Membership Unit (the “Securities”), of XTI Aircraft CompanyVernafund CF, LLC, a Delaware corporation limited liability company (the “Company”) set out on the signature page hereto), at a purchase price of $1 2,500 per share Class A-1 Membership Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities Class A-1 Membership Units are as set forth in operating agreement and any description of the Company’s amended and restated Certificate of Incorporation which Securities that appears as an Exhibit to in the Offering Statement filed with the SEC covering the SecuritiesMaterials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 1,235 Units (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until November 1August 3, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units 2023 (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are 25 Units received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock membership interests, which we refer to herein as shares (the “Securities”)) of %%NAME_OF_ISSUER%%, of XTI Aircraft Company, a Delaware corporation (the “Company”), a Delaware limited liability company (the “Master LLC”) set out forth on the signature page hereto, hereof at a purchase price of $1 57.50 per share (share. The minimum investment amount is $24,955.00 or 434 shares of the “Per Security Price”), upon Company; provided that the terms and conditions set forth hereinCompany may accept a lower investment amount in its sole discretion. The rights and preferences of the Securities are as set forth in the Company’s amended Limited Liability Company Agreement of StartEngine Private LLC (the “Master Operating Agreement”) and restated Certificate the Limited Liability Company Agreement of Incorporation which appears as an Exhibit to %%NAME_OF_ISSUER%% (the Offering Statement filed “Series Operating Agreement”, and collectively with the SEC covering Master Operating Agreement, the Securities“Operating Agreements”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC Agreement and any other information required by the Subscriber to make an investment decision. (c) Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Series Operating Agreement as if the Subscriber were a party to it (and grants to the Manager and the Liquidating Trustee, if applicable, the power of attorney described therein). (d) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the receipt of funds in accordance with Section 2(a) below and confirmation of accredited investor status in accordance with Section 4(d), the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all (of such rejected portion) of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number amount of Securities sold shall not exceed 20,000,000(the $%%MAX_FUNDING_AMOUNT%% , unless otherwise increased by the Company in its sole discretion (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016%%FUNDING_END_DATE%%, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 434 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock Series A Incentive Units, Series A Performance Units, Series B Incentive Units and Series B Performance Units set forth opposite the Subscriber’s name on the attached Schedule A (the “SecuritiesSubscribed Units”), of XTI Aircraft Company, a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing Together with the execution and delivery of this Subscription Agreement, the Subscriber acknowledges that Subscriber has received this Subscription Agreementshall deliver to the Company: (i) a check to the Company, a copy of payable to the Offering Statement order of the Company filed with in the SEC amount of the Subscription Price in payment for the Subscribed Units; and any other information required (ii) copies of (A) the Operating Agreement, (B) the Amended and Restated Members’ Agreement of the Company dated December 21, 2007, as amended from time to time (the “Members’ Agreement”), and (C) the Restricted Stock Agreement by and between the Company and the Subscriber (the “Restricted Stock Agreement”), each duly executed by the Subscriber. Upon the receipt by the Company of the Subscriber’s check in the amount of the Subscription Price, an executed copy of this Subscription Agreement from the Subscriber, executed copies of the Operating Agreement, the Members’ Agreement and the Restricted Stock Agreement and the execution of this Subscription Agreement by the Company, the Company shall, subject to the terms of such documents, promptly issue the Subscribed Units to the Subscriber to make an investment decisionwithout further action. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior The execution and delivery to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In additionof this Subscription Agreement, the Company, at its sole discretion, may allocate to Subscriber only a portion along with those actions of the number Subscriber set forth in Section 1(b) of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription Subscription Agreement, is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned required to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion occur in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion terms of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement on or before July 11, 2008. Failure to so act by such time shall cause this Subscription Agreement to be null and void and to have no further force or effect, except for Section 5 hereof, which and the Subscriber shall remain in force and effecthave no rights to the Subscribed Units or any rights hereunder.

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (Securities at the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) price set out forth on the signature cover page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate Operating Agreement of Incorporation the Company (the “Operating Agreement”), which appears is filed as an Exhibit exhibit to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing subscribing to this Subscription AgreementOffering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) This Subscription Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretiondiscretion and for any reason or no reason, notwithstanding prior receipt by the Purchaser of notice of acceptance of this subscription. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “the Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each each, a “Closing Date”). (e) In the event of rejection of this subscription in its entiretysubscription, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number shares of Shares of Class AAA Common Stock (the “Securities”), of XTI Aircraft CompanyMode Mobile, Inc., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 0.25 per share of Class AAA Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1,000.00, or 4,000 shares of Class AAA Common Stock. The rights and preferences of the Securities Class AAA Common Stock are as set forth in the Company’s amended Amended and restated Restated Certificate of Incorporation which appears Incorporation, as amended, filed as an Exhibit exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Company will assess a processing fee of 2% of the value of the Securities subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 20,000,000(the 300,000,000 (the “Maximum Offering”) composed of 120,000,000 shares to be sold by the Company, 150,000,000 shares issued for no additional consideration as Bonus Shares (as defined in the Offering Circular), and 30,000,000 shares to be sold by selling securityholders. The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees commits to purchase the number of Shares of Common Stock _____________ shares (the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “CompanyShares”) set out on of Class _________ Stock of the signature page heretoCompany (Class A must subscribe to a minimum of 2,500 shares), at a purchase price of $1 4.00 per share (the “Per Security Price”)share, for a total purchase price of $_____________________, upon the terms and conditions set forth hereinherein (the or this “Subscription”). The rights and preferences total purchase price for the Subscription is payable in the manner provided in Section 3 below. The Shares being subscribed for under this Agreement are sometimes referred to herein as the “Securities.” (b) The Subscriber understands that the Securities are being offered pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering Circular”), as filed with the SEC. A full description of the Securities are as and the Offering is set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit Offering Circular. By subscribing to the Offering Statement filed with Offering, the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber he/she/it has received this Subscription Agreement, and reviewed a copy of the Offering Statement of the Company filed with the SEC Circular and any other information required requested by the Subscriber in writing to make an investment decisiondecision with respect to the Securities. (c) This Subscription may be accepted or rejected rejected, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at in its sole discretion. In addition, the Company, at in its sole discretion, may allocate to the Subscriber only a portion of the number of Securities Subscriber has Shares subscribed for. The Company will notify the Subscriber whether this subscription Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If Subscriber’s subscription the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate. (d) The aggregate maximum number of Securities shares of the Company’s common stock that may be sold in this Offering shall not exceed 20,000,000(the 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum OfferingShares”). The Company may accept subscriptions until November 1, 2016twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other additional period required as may be sought to sell the Maximum Units Shares (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”)Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the set an earlier Termination Date (each a “Closing Date”)and end the Offering. No minimum number of shares is required to be sold. (e) In the event of a rejection of this subscription Subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of aggregate purchase price for the Securities are as set forth Shares with respect to each Subscriber (the “Purchase Price”) is payable in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securitiesmanner provided in Section 2 below. (b) The Subscriber understands that the Shares are being offered pursuant to the Company’s Offering Circular, dated January 8, 2020, and its exhibits (collectively, the “Offering Circular”) as filed with the SEC. By executing this Subscription Agreementsubscribing to the Offering, the Subscriber acknowledges that the Subscriber has received this Subscription Agreement, and reviewed a copy of the Offering Statement of the Company filed with the SEC Circular and any other information required by the Subscriber to make an investment decisiondecision with respect to the Shares. After the Offering Circular has been qualified by the SEC, The Bryn Mawr Trust Company of Delaware, appointed by the Company as escrow agent for the Offering (the “Escrow Agent”), 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 subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to a Closing Date (as hereinafter defined)the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to the Subscriber only a portion of the number of Securities the Shares that the Subscriber has subscribed forfor hereunder. The Company will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If the Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to the Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect, and investors will have their subscription funds promptly refunded without interest thereon or deduction therefrom. (d) The Company may close on investments on a “rolling” basis at its discretion. Funds will remain in escrow until a Closing has occurred. Upon a Closing, the Escrow Agent will release the funds to the Company. In the event that the Offering does not close by the Termination Date, any funds tendered will be promptly returned by the Escrow Agent, without interest or deduction.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Class B Common Stock (the “Securities”), of XTI Aircraft CompanyAptera Motors Corp., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 10.50 per share of Class B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1,000.00. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Restated Certificate of Incorporation which appears Incorporation, filed as an Exhibit 2.1 to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. 024-11479), as may be amended from time to time. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number value of Securities sold shall not exceed 20,000,000(the $38,715,747 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock common stock (the “Securities” or “Common Stock”), of XTI Aircraft CompanyNeoVolta, Inc., a Delaware Nevada corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 1.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1,000. The rights and preferences of the Securities Common Stock are as set forth in the Company’s amended and restated Certificate Articles of Incorporation which appears as an Exhibit and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______________], 2019 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 3,000,000 or 3,500,000 if the Company exercises its over-subscription option to increase the maximum (the “Maximum Offering”). The Company may accept subscriptions until November the earliest of: (1) the date on which the Maximum Offering amount has been sold, 2016(2) six months from the date the Offering Statement is qualified, unless otherwise extended or (3) the date on which this Offering is earlier terminated by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares shares of Common Stock (the “Securities”), of XTI Aircraft CompanyRemSleep Holdings, Inc., a Delaware Nevada corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 0.005 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the U.S. Securities and Exchange Commission (the “SEC”) as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement of the Company filed with the SEC Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities the Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 20,000,000(the 600 million (600,000,000) shares of common stock (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyBuy Smart Storage Solutions, Corp., a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 1,000 per share note (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 5,000 (the “Maximum Offering”). The Company may accept subscriptions until November 1May 31, 20162018, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 221 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. AMOUNT OF INVESTMENT: $____________________________________ (a) The undersigned (“SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to purchase the number become a holder (“Noteholder”) of Shares of Common Stock (the “Securities”)promissory notes in CF FUND II, of XTI Aircraft CompanyLLC, a Delaware corporation Pennsylvania limited liability company (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon and to purchase through his, her or its investment the amount of promissory notes (“Promissory Notes”) as indicated above, all in accordance with the terms and conditions set forth herein. The rights of this Subscription Agreement, the Promissory Notes, the Articles of Organization (the “Articles”) and preferences Operating Agreement (“Operating Agreement”) of the Securities are as set forth in the Company’s amended , and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with Circular dated August 1, 2017 (the SEC covering the Securities“Offering Circular”). (b) By executing The Purchaser acknowledges and agrees that this Subscription Agreementsubscription cannot be withdrawn, Subscriber acknowledges that Subscriber has received this Subscription Agreementterminated, or revoked. The Purchaser agrees to become a copy Noteholder and to be bound by all the terms and conditions of the Offering Statement Promissory Notes. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Company filed with the SEC and any other information required Purchaser. This subscription is not transferable or assignable by the Subscriber to make an investment decisionPurchaser, except as expressly provided in the terms and conditions of the actual Promissory Notes. (c) This Subscription subscription may be accepted or rejected in as a whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended part by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”)and absolute discretion. Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”)If this subscription is rejected, the Purchaser’s funds shall be returned to the extent of such rejection. This subscription shall be binding on the Company may elect at any time to close all or any portion only upon its acceptance of the same. (d) Neither the execution nor the acceptance of this offeringSubscription Agreement constitutes the Purchaser as a Noteholder, shareholder or secured creditor of the Company. This is an agreement only to purchase the Promissory Notes on various dates at a when issued basis; and the Purchaser will become a Noteholder (and not a shareholder or prior secured creditor) only after the Purchaser’s funds are duly transferred to the Termination Date (each a “Closing Date”).account of the Company and the Promissory Notes are issued thereupon to the Purchaser. Until such time, the Purchaser shall have only those rights as may be set forth in this Subscription Agreement. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) In The Purchaser’s rights and responsibilities will be governed by the event of rejection terms and conditions of this subscription Subscription Agreement, the Offering Circular, the Promissory Notes, the Articles and Operating Agreement. If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Company will reply upon the information provided in this Subscription Agreement to confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, that will allow the investor to purchase Promissory Notes. (f) Should the process from depositing a Purchaser’s funds into the account of the Company and acceptance as a Noteholder take longer than ninety (90) days, the Purchaser may request in writing to recover his, her or effectits investment funds. If, except for Section 5 hereofupon receipt of such request in writing, which shall remain in force the Company has not yet accepted the Purchaser as a Noteholder, then the Company will return the Purchaser’s funds to the Purchaser and effectrevoke the Subscription Agreement within ten (10) business days of receipt of such request from the Purchaser.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyMiso Robotics, Inc., a Delaware corporation Corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 4.97 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities Common Stock are as set forth in the Company’s amended Eights Amended and restated Restated Certificate of Incorporation which and any description of the Securities that appears as an Exhibit to in the Offering Statement filed with the SEC covering the SecuritiesMaterials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations with respect to such rejected amounts hereunder shall terminate. (d) The aggregate number value of Securities sold shall not exceed 20,000,000(the $4,878,045 not including investor fees (the “Maximum Oversubscription Offering”). The Company may accept subscriptions until November 1April 30, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units 2025 (the “Termination Date”). Providing that subscriptions for 3,000,000 $25,000 worth of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) Subscriber understands that a processing fee of 3.5% of the value of the Securities will be assessed on the Subscription. This processing fee shall count towards the per investor limit set out in Section 4(e) below. (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, except heirs, successors and assigns (collectively, “Transferees”); provided that for Section 5 hereofany such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall remain in force be acknowledge, agree, and effectbe bound by the representations and warranties of Subscriber as set forth herein and the terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyEpilog Imaging Systems, Inc., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 1.40 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $250. The rights and preferences of the Securities Common Stock are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [December XX, 2020] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 20,000,000(the 3,571,429, excluding the 357,142 shares that may be issued as “Bonus Shares” (as defined in the Offering Circular) (the “Maximum Offering”). The Company may accept subscriptions until November 1______, 20162021, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 $51,750 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Class A Common Stock (the “Securities”), of XTI Aircraft CompanyNext Thing Technology Inc., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 6.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $498. The rights and preferences of the Securities Class A Common Stock are as set forth in the Company’s amended and restated Restated Certificate of Incorporation which appears Incorporation, filed as an Exhibit 2.1 to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. 024-12260), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The Company is up to 10,000,000 shares of Class A Common Stock, consisting of 8,560,000 shares of Class A Common Stock sold by the Company and 1,440,000 shares of Class A Common Stock sold by selling shareholders, plus up to 2,000,000 shares of Class A Common Stock to be issued as bonus shares by the Company. The aggregate number of Securities sold issued shall not exceed 20,000,000(the 12,000,000 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase purchase, and the number of Shares of Common Stock (the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”)Issuer hereby agrees to issue and sell to Subscriber, upon the terms and conditions set forth herein. The rights and preferences payment of the Securities are as set forth in Aggregate Purchase Price, the CompanyAcquired Shares (such subscription and issuance, the “Subscription”). Subscriber understands and agrees that the Issuer reserves the right to accept or reject the Subscriber’s amended and restated Certificate of Incorporation which appears as an Exhibit to subscription for the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription AgreementAcquired Shares for any reason or for no reason, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), its acceptance by the Company at its sole discretion. In additionIssuer, and the Company, at its sole discretion, may allocate same shall be deemed to Subscriber be accepted by the Issuer only when this Subscription Agreement is signed by a portion duly authorized person by or on behalf of the number of Securities Subscriber has subscribed forIssuer. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of the entire subscription by the Issuer or the termination of this subscription in its entiretyaccordance with the terms hereof, or in the event Subscriber’s payment hereunder will be returned promptly (but not later than two (2) Business Days thereafter) to the sale of the Securities (or any portion thereof) is not consummated for any reasonSubscriber along with this Subscription Agreement, and this Subscription Agreement shall have no force or effect. Notwithstanding anything herein to the contrary, except the Issuer understands that although this Subscription Agreement is presented on behalf of the Subscriber as purchaser, the Subscriber may arrange for substituted purchasers (the "Substituted Purchasers"), who will be “accredited investors” (as defined above), for the Acquired Shares in connection with private placement of the Acquired Shares in the United States only in accordance with the provisions of this Agreement and, without limiting the foregoing, specifically Schedule A to this Agreement. It is further understood that the Subscriber agrees to purchase or cause to be purchased the Acquired Shares, and that this commitment is not subject to the Subscriber being able to arrange Substituted Purchasers. Each Substituted Purchaser shall purchase Acquired Shares directly from the Issuer at the Per Share Purchase Price set forth below, and to the extent that Substituted Purchasers purchase Acquired Shares, the obligation of the Subscriber to do so will be reduced by the number of Acquired Shares purchased by the Substituted Purchasers directly from the Issuer. Any reference in this Agreement hereafter to "subscriber" shall be taken to be a reference to the Subscriber, as the initial committed purchaser, and to the Substituted Purchaser, if any. No subscription agreement to be entered into with a Substituted Purchaser shall include the registration rights set forth in Section 5 hereof, which shall remain in force 7(d) and effect(e) hereof unless otherwise consented to by the Issuer.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of [QUANTITY] Membership Shares of Common Stock (the “Securities”), of XTI Aircraft Kansas City Breweries Company, a Delaware corporation LLC (the “Company”) set out on ), a Limited Liability Company, organized under the signature page heretostate of Kansas, at a purchase price of $1 0.25 per share Membership Unit (the “Per Security PriceUnit”), upon the terms and conditions set forth herein. The Securities being subscribed for under this Subscription Agreement and any other security that may be issuable upon conversion or exercise of the Securities are also referred to as the “Securities.” The rights and preferences of the Securities are as set forth in the Company’s amended Operating Agreement and restated Certificate any description of Incorporation which the Securities that appears as an Exhibit to in the Offering Statement filed with the SEC covering the SecuritiesMaterials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement Memorandum of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 2,140,000 Membership Shares of Common Stock (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units 05/20/2020 (the “Termination Date”). Providing that subscriptions for 3,000,000 200,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyWing Zone Labs, Inc., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 5.61 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is 89 shares of Common Stock. The rights and preferences of the Securities Common Stock are as set forth in the Company’s amended Amended and restated Restated Certificate of Incorporation which appears included as an Exhibit exhibit to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2022] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 20,000,000(the 2,139,037 shares, composed of up to 1,782,531 shares sold for cash consideration and up to 356,506 issued as “Bonus Shares” as defined in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until November 1______, 20162023, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Series B Preferred Stock (the “Securities”), of XTI Aircraft CompanyMonogram Orthopaedics, Inc., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 6.27 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is 40 shares. The rights and preferences of the Securities Series B Preferred Stock are as set forth in the Company’s amended Amended and restated Restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated August [XX], 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 20,000,000(the 4,784,689 (the “Maximum Offering”). The Company may accept subscriptions until November 1______, 20162021, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“the "Subscriber”") hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft Companyfrom Contact Gold Corp., a Delaware Nevada corporation (the “"Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”"), upon the terms and conditions set forth herein. The rights and preferences , such number of shares (the "Shares") of the Securities are Company's common stock, $0.001 par value per Share, as set forth in on the Company’s amended and restated Certificate of Incorporation which appears as signature page hereto, for an Exhibit aggregate purchase price (the "Purchase Price") equal to the Offering Statement filed with product of (x) the SEC covering aggregate number of Shares the SecuritiesSubscriber has agreed to purchase and (y) the purchase price per share (the "Subscription Price") as set forth on the signature page hereto. (b) The Subscriber understands that the Shares are being offered pursuant to an offering circular dated May 13, 2019 (the "Offering Circular") filed with the SEC as part of the Offering Statement on Form 1-A (the "Offering Statement"). By executing this Subscription Agreement, the Subscriber acknowledges that Subscriber it has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber's subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to the Subscriber only a portion of the number of Securities the Shares that the Subscriber has subscribed for. The Company will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If the Subscriber’s 's subscription is rejected, the Subscriber’s 's payment (or portion thereof if partially rejected) will be returned to the Subscriber without interest and all of the Subscriber’s 's obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 4 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyEpilog Imaging Systems, Inc., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 1.40 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $250. The rights and preferences of the Securities Common Stock are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [November XX, 2020] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 20,000,000(the 3,571,429, excluding the 357,142 shares that may be issued as “Bonus Shares” (as defined in the Offering Circular) (the “Maximum Offering”). The Company may accept subscriptions until November 1______, 20162020, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 $51,750 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Non-Voting Common Stock (the “Securities”), of XTI Aircraft CompanyCalTier, Inc., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 6.75 per share Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $189.00, or 28 shares. The rights and preferences of the Securities Non-Voting Common Stock are as set forth in the Company’s amended and restated Certificate of Incorporation which appears filed as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [_]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 444,444 (the “Maximum Offering”). This does not include shares that may be issued as “Bonus Shares” as described in the Offering Statement for no additional consideration. The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) a. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “SecuritiesStock”) of Wholly Broken Series LLC. (the “Issuer”), of XTI Aircraft a Limited Liability Company, a Delaware corporation (organized under the “Company”) set out on state of New York, for the signature page hereto, at a purchase price principal amount of $1 per share (the “Per Security Price”)$ , upon the terms and conditions set forth herein. The Securities being subscribed, under this Offering Agreement herein, to a security interest through the purchase of Common Stock (“Stock”), also referred to as the “Securities.” The rights and preferences of the Securities are as set forth in the CompanyIssuer’s amended Articles or Bylaws and restated Certificate any description of Incorporation which the Securities that appears as an Exhibit to in the Offering Statement filed with the SEC covering the SecuritiesMaterials is qualified in its entirety by such document. (b) b. By executing this Subscription Offering Agreement, Subscriber acknowledges that Subscriber has received this Subscription Offering Agreement, a copy of the Offering Statement Memorandum of the Company Issuer filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) c. This Subscription may be accepted or rejected in whole or in part, part at any time prior to a Closing Date (as hereinafter defined), ) by the Company Issuer (also referred to as a Creator) at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company Issuer will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest interest, and all of Subscriber’s obligations hereunder shall terminate. (d) d. The aggregate number principal amount of Securities sold shall not exceed 20,000,000(the $4,300,000.00 (the “Maximum Offering”). The Company Issuer may accept subscriptions until November 1September 30, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units 2023 (the “Termination Date”). Providing that subscriptions for 3,000,000 $430,000.00 Securities are received (the “Minimum Target Offering”), the Company Issuer may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing Date”). (e) e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Offering Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) Buyer hereby irrevocably subscribes purchases the Securities from the Company and the Company hereby sells and issues the Securities to the Buyer. In full payment for and agrees the Securities, the Buyer has delivered to purchase USA, upon receipt of the number Securities, a check payable to USA or wire transfer of Shares immediately available funds in the amount of $65,000. USA has delivered to Buyer a certificate representing the Buyer's interest in the 260,000 shares of USA Common Stock duly registered in the name of Buyer. No later than thirty days after the date hereof, USA shall at its cost and expense prepare and file a Registration Statement filed on Form S-3 ("Registration Statement") with the “Securities”Securities and Exchange Commission ("SEC") registering all of the Securities for resale by the holder under the Securities Act of 1933, as amended ("33 Act"). In the event that Form S-3 is unavailable and/or inappropriate for such a registration, of XTI Aircraft Company, the Company shall use such other form as is available and appropriate for such a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon the terms and conditions set forth hereinregistration. The rights and preferences Registration Statement shall be prepared as a "shelf" Registration Statement under Rule 415. Thereafter, the Company will use its best efforts to have the Registration Statement declared effective by the SEC within ninety days from the date hereof. The Company shall use its best efforts to have the Registration Statement maintained effective until the earlier of (i) one year from the effective date thereof, or (ii) the date that all of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit resold pursuant to the Offering Registration Statement or otherwise. In the event that the Registration Statement to be filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In additionis not declared effective by the SEC within ninety days from the date hereof, then the Company, at its sole discretion, may allocate to Subscriber only Company will pay Buyer as liquidated damages for such failure and not as a portion penalty three percent (3%) of the number Purchase Price ("Liquidated Damages Amount"). Such payment of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted the liquidated damages shall be made to Buyer in cash, within five (whether in whole or in part5) or rejected. If Subscriber’s subscription is rejectedcalendar days of demand; provided, Subscriber’s however, that the payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold such liquidated damages shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by relieve the Company in from its sole discretion in accordance with applicable SEC regulations for such other period required obligations to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of register the Securities (or any portion thereof) is not consummated for any reason, pursuant to this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectAgreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock common stock, par value $0.00001 per share (the “Securities”), of XTI Aircraft CompanyFuture Cardia, Inc., a Delaware corporation Nevada corporation, (the “Company”) set out on the signature page hereto), at a purchase price of $1 3.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of holder of the Securities are as set forth in the Company’s amended Article of Incorporation, as amended, and restated Certificate of Incorporation which appears filed as an Exhibit exhibits to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”) and any other information required by in this Subscription Agreement. (b) Subscriber understands that StartEngine Primary LLC (“StartEngine Primary”), which is serving as the Subscriber to make an investment decisionCompany’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 5,000,000 shares, excluding the 1,000,000 shares that may be issued for no additional consideration as “Bonus Shares” (as defined in the Offering Statement) (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanySugarfina Corporation, a Delaware C corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 10.35 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $507.15. The rights and preferences of the Securities Common Stock are as set forth in the Company’s amended and restated Certificate of Incorporation which appears and Bylaws filed as an Exhibit Exhibits to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated December 31, 2020, as supplemented (the “Offering Circular”), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 2,750,000 shares of Common Stock, including 250,000 bonus shares (the “Maximum Offering”). The There is no minimum required offering amount and the Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Class B Common Stock (the “Securities”), of XTI Aircraft CompanyAptera Motors Corp., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 10.50 per share of Class B Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1,000.00. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Restated Certificate of Incorporation which appears Incorporation, filed as an Exhibit 2.1 to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. 024-11479), as may be amended from time to time. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number value of Securities sold shall not exceed 20,000,000(the $39,352,814 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees Pursuant to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon the terms and subject to the conditions set forth herein, each Subscriber hereby agrees to irrevocably subscribe for and purchase, and the Company hereby agrees to irrevocably issue and sell to such Subscriber, upon the payment of the Purchase Price, the Firm Shares set forth opposite such Subscriber’s name on Schedule A attached hereto. The rights time and preferences date of such payment are hereinafter referred to as the Securities are as “Closing Date.” Moreover, each Subscriber hereby agrees to irrevocably subscribe for and purchase up to the total number of Additional Shares at the Purchase Price, set forth in opposite such Subscriber’s name on Schedule A attached hereto, and the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit Company shall have the right (but not the obligation) to sell up to the Offering Statement filed with total number of Additional Shares at the SEC covering the Securities. (b) By executing Purchase Price. The Company may exercise this Subscription Agreementright once, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, by giving an irrevocable written notice (the “Option Exercise Notice”) to each Subscriber; provided, that such Option Exercise Notice shall be delivered no later than 20 days following the Closing Date. The Option Exercise Notice shall specify the aggregate number of Additional Shares to be purchased (at any time prior a price per share equal to a the Purchase Price), which number shall not exceed an aggregate of 300,000 Preferred Shares. If the number of Additional Shares to be purchased on the Option Closing Date (as hereinafter defined)defined below) as set forth in the Option Exercise Notice is less than 300,000 Preferred Shares, by the Subscribers, in their sole and absolute discretion, shall be entitled to allocate the Additional Shares to be purchased among the Subscribers; provided, that if such alternate allocations are not delivered to the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or least one business day prior to the Termination Date (each a “Option Closing Date”). (e) In , such allocations shall be made pro rata based on the event of rejection of this subscription in its entirety, or in aggregate Purchase Price set forth opposite each Subscriber’s name on Schedule A attached hereto. Each Subscriber and the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement Company shall have no force or effectup to ten calendar days from the date of such notice to complete such purchase and sale and such purchase and sale date may not be earlier than the Closing Date. Such day, except for Section 5 hereofif any, which shall remain in force and effectthat Additional Shares are to be purchased is referred to herein as the “Option Closing Date.”

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock Units (the “Securities”), of XTI Aircraft CompanyCalTier Fund I, LP, a Delaware corporation Limited Partnership (the “Company”) set out on the signature page hereto), at a purchase price of $1 5 per share Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $500 for U.S. Persons and $100,000 for non-U.S. Persons. The rights and preferences of the Securities Unit are as set forth in the Company’s amended and restated Certificate of Incorporation which appears Limited Partnership Agreement filed as an Exhibit A to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). This agreement is revocable up to 30 days after the subscriber signs the agreement, after which this agreement will be irrevocable. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Limited Partnership Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) At any time and for any reason up to 30 days from executing this Subscription Agreement, Subscriber may revoke their subscription in entirety. If Subscriber’s subscription is revoked, Subscriber’s payment will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 20,000,000(the 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016[_____________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). However, for any Subscriber the Closing Date will be at least 30 days after such Subscriber executes this Subscription Agreement. (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in [a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock [___] LPI Bonds (the “Securities”), of XTI Aircraft CompanyLODE Payments International LLC, a Delaware corporation Limited liability company (the “Company”) set out on the signature page hereto), at a purchase price of $1 1,000 per share LPI Bond (the “Per Security Price”), upon the terms and conditions set forth herein. The LPI Bonds being subscribed for under this Subscription Agreement are also referred to together as the “Securities.” The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement of the Company filed with the SEC covering the Securities(Offering Statement) under “Securities Being Offered”. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of or other offering materials posted on the Company filed with the SEC platform and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 50,000 LPI Bonds (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock common stock (the “Securities” or “Common Stock”), of XTI Aircraft CompanySoliton, Inc., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 5.00 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1,000. The rights and preferences of the Securities Common Stock are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated November 28, 2018 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 3,000,000 (the “Maximum Offering”). The Company may accept subscriptions until November the earliest of: (1, 2016, unless otherwise extended by ) the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell date on which the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.Offering amount has been sold,

Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof, the Subscriber hereby irrevocably subscribes for and agrees to purchase contribute to the number capital of Shares the Company an amount in cash equal to the amount of Common Stock (the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) set out on the signature page hereto, at a aggregate purchase price of $1 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Companyaccompanying Subscriber Profile, attached hereto (the “Aggregate Purchase Price”) and further agrees to be bound by the terms of this Subscription Agreement. The accompanying Subscriber Profile shall be considered an integral part of this Subscription Agreement. The Aggregate Purchase Price shall be payable in immediately available funds to such accounts as are designated by the Board. If a Subscriber’s amended subscription is accepted, the Subscriber will be required to fund the full Subscription Amount set forth in the attached Subscriber Profile. The Board will notify the prospective Subscriber whether it is eligible to subscribe for Units, and restated Certificate will provide wiring instructions for payment of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securitiesforegoing amounts. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date Agreement shall not become binding unless (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether i) this subscription is accepted by the Company’s Board (whether in whole or in partthe “Board”), on behalf of the Company as indicated by its signature on this Subscription Agreement; and (ii) or rejectedsuch additional closing conditions as the Board shall require are satisfied. This subscription shall not be deemed accepted by the Company until this Subscription Agreement is signed by a duly authorized person of the Board. If Subscriber’s this subscription is rejectedaccepted, this Subscription Agreement shall become effective as between the Company and the Subscriber’s payment . If this subscription is rejected by the Board on behalf of the Company, this Subscription Agreement and the Questionnaire (or portion thereof if partially rejectedas that term is defined below) will be returned to the Subscriber without interest as soon as reasonably practicable, and all this subscription shall be rendered void and of Subscriber’s obligations hereunder shall terminate. (d) no further force or effect. The aggregate number Subscriber hereby agrees that, notwithstanding the execution by the Subscriber of Securities sold a counterpart of this Subscription Agreement, the Subscriber shall not exceed 20,000,000(the be a stockholder (a “Maximum OfferingStockholder”). The ) in the Company may accept subscriptions until November 1, 2016, unless otherwise extended this subscription has been accepted by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), Board on behalf of the Company may elect at any time as provided in Section 2 hereof, and the Units to close all or any portion of this offering, on various dates at or prior be acquired by the Subscriber shall not be transferred to the Termination Date (each a “Closing Date”). (e) In Stockholder unless and until the event of rejection acceptance of this subscription in its entirety, or in by the event the sale Board on behalf of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Company as provided in Section 5 2 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock Class B Units (the “Securities”), of XTI Aircraft CompanySolaris Renewable Equity A, LLC, a Delaware corporation Colorado limited liability company (the “Company”) set out on the signature page hereto), at a purchase price of $1 10 per share Class B Unit (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities Class B Units are as set forth in the Company’s amended Operating Agreement and restated Certificate any description of Incorporation which the Securities that appears as an Exhibit to in the Offering Statement filed with the SEC covering the SecuritiesMaterials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC SEC, the Operating Agreement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number value of Securities sold shall not exceed 20,000,000(the $900,000.00 (the “Maximum OfferingOffering Amount”). The Company may accept subscriptions until November 130th of April, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units 2025 (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities $350,000 Class B Units are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof, at the Closing, Subscriber hereby irrevocably subscribes agrees to subscribe for and purchase, and the Issuer hereby agrees to purchase issue and sell to Subscriber, upon the number payment of the Purchase Price, the Committed Shares as set forth on the signature page of Common Stock (this Subscription Agreement. Subscriber acknowledges and agrees that, as a result of the “Securities”)Domestication, the Subscribed Shares that will be issued pursuant hereto shall be shares of XTI Aircraft Company, common stock in a Delaware corporation (the “Company”) set out on the signature page hereto, at and not shares in a purchase price of $1 per share (the “Per Security Price”Cayman Islands exempted company), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing Notwithstanding anything to the contrary contained in this Subscription Agreement, if (i) Subscriber acknowledges that holds any of the Issuer’s Class A ordinary shares, par value $0.0001 per share, together with any related Redemption Rights (as defined below) (before giving effect to the Domestication, the “Class A Ordinary Shares”) as of the fifth calendar day after the effectiveness of the Issuer’s Registration Statement on Form S-4 with respect to the Transaction, (such shares held as of such date, the “Eligible Shares”); and (ii) Subscriber has received (1) does not exercise any right to redeem or convert Class A Ordinary Shares in connection with the redemption conducted by the Issuer in accordance with the Issuer’s organizational documents and final IPO prospectus in conjunction with the Closing (“Redemption Rights”) with respect to such Eligible Shares (including revoking any prior redemption or conversion elections made with respect to such Eligible Shares), (2) does not Transfer such Eligible Shares prior to the Closing Date, (3) does not vote such Eligible Shares with respect to any proposal contained in the Issuer’s proxy statement seeking shareholder approval of the Transactions (the “Proxy Statement”), and (4) notifies the Issuer of the purchase price paid for each Eligible Share, then such Eligible Shares shall be “Non-Redeemed Shares”, and the number of Committed Shares Subscriber is obligated to purchase under this Subscription Agreement may be reduced by the number of Non-Redeemed Shares. Subscriber shall not purchase any Eligible Shares at a price per share that exceeds the Redemption Price (as defined in the Transaction Agreement). In order to decrease the Committed Shares, a copy Subscriber must, at least five Business Days prior to the date of the Offering Statement Issuer’s extraordinary general meeting of shareholders to be held pursuant to the Proxy Statement, deliver to the Issuer a certificate in the form attached hereto as Annex A, and shall further, upon the Issuer’s request, promptly provide such additional documents reasonably requested by the Issuer relating to the Eligible Shares. For purposes of this Section 1(b), “Transfer” means any (x) sale, offer to sell, contract or agreement to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Company filed Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the SEC and respect to any relevant securities, (y) entry into any swap or other information required by the Subscriber arrangement that transfers to make an investment decision. (c) This Subscription may be accepted or rejected another, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number economic consequences of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted ownership of any relevant securities, or (whether z) public announcement of any intention to effect any transaction specified in whole or in partclause (x) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”y). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Class A Voting Common Stock (the “Securities”), of XTI Aircraft CompanyCalled Higher Studios, Inc., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 5.52 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is 18 shares. The rights and preferences of the Securities Class A Voting Common Stock are as set forth in the Company’s amended Amended and restated Restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated July [XX], 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (cd) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 20,000,000(the 905,800 (the “Maximum Offering”). The Company may accept subscriptions until November 1______, 20162021, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units Offering (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Non-Voting Common Stock (the “Securities”), of XTI Aircraft CompanyCalTier, Inc., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 6.75 per share Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $189.00, or 28 shares. The rights and preferences of the Securities Non-Voting Common Stock are as set forth in the Company’s amended and restated Certificate of Incorporation which appears filed as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. 024-12371), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 444,444 (the “Maximum Offering”). This does not include shares that may be issued as “Bonus Shares” as described in the Offering Statement for no additional consideration. The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft CompanyStartEngine Crowdfunding, Inc., a Delaware corporation Corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 1.60 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences minimum subscription is $500.80. The of the Securities Common Stock are as set forth in the Company’s amended Seventh Amended and restated Restated Certificate of Incorporation which appears as an Exhibit and Bylaws included in the Exhibits to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription agreement may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 34,500,000 (including 5,750,000 Bonus Shares) (the “Maximum Offering”). Of this amount, 6,900,000 Securities, including 1,150,000 Bonus Shares, are being sold by certain of the Company’s existing stockholders (collectively, the “Selling Stockholders”). The term “Bonus Shares” is defined in the Offering Circular. The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or offering for such subscriptions submitted prior to the Termination Date on various dates (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) 1.1 The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase the that number of Shares of Common Stock (the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) as is set out forth on the signature cover page heretoof this Subscription Agreement at the price per Class of Share shown on the cover page of this Subscription Agreement, at a purchase for the aggregate price shown on the cover page of $1 per share (this Subscription Agreement, which is tendered herewith, on the “Per Security Price”), upon basis of the representations and warranties and subject to the terms and conditions set forth hereinin this Subscription Agreement (collectively, the “Subscription”). The rights and preferences of the Securities Shares are those described as set forth such in the Company’s Offering Memorandum prepared by the Corporation dated September 30, 2016 (the “Offering Memorandum”), as may be amended and restated Certificate of Incorporation which appears as an Exhibit from time to time. 1.2 The Subscriber acknowledges that the Shares have been offered to the Offering Statement filed with Subscriber as part of an offering by the SEC covering the SecuritiesCorporation of additional Shares to other subscribers. (b) By executing 1.3 All dollar amounts referred to in this Subscription Agreement, including the schedules, appendices, certificates and attached hereto, are in lawful money of Canada, unless otherwise indicated. 1.4 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Corporation. The Subscriber acknowledges and agrees that this Subscription Agreement and any other documents delivered in connection herewith will be held by or on behalf of the Corporation, and that the aggregate price will be held by or on behalf of the Corporation. In the event that this Subscription is not accepted by the Corporation for whatever reason, which the Corporation expressly reserves the right to do, the Corporation will return the aggregate price to the Subscriber has received at the address of the Subscriber as set forth on the cover page of this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required or as otherwise directed by the Subscriber to make an investment decision. (c) This Subscriber, without interest or deduction. If this Subscription may be is accepted or rejected in whole or only in part, at any time prior to the Subscriber understands that a Closing Date (as hereinafter defined), by cheque representing the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number aggregate price for that portion of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription the Subscription that is not accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned promptly delivered to the Subscriber at the address of the Subscriber as set forth on the cover page of this Subscription Agreement, or as otherwise directed by the Subscriber, without interest and all of Subscriber’s obligations hereunder shall terminateor deduction. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Series A Preferred Stock (the “Securities”), of XTI Aircraft CompanyOncolyze, Inc, a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 3.2063 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $496.98. The rights and preferences of the Securities Series A Preferred Stock are as set forth in the Company’s amended Amended and restated Restated Certificate of Incorporation which appears filed as an Exhibit exhibit to the Offering Statement of the Company filed with the SEC covering (the Securities“Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated February [__], 2023 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 5,146,119 shares of Series A Preferred Stock (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock [___] LODE Bonds (the “Securities”), of XTI Aircraft CompanyLODE Payments International LLC, a Delaware corporation Limited liability company (the “Company”) set out on the signature page hereto), at a purchase price of $1 1,000 per share LODE Bond (the “Per Security Price”), upon the terms and conditions set forth herein. The LODE Bonds being subscribed for under this Subscription Agreement are also referred to together as the “Securities.” The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement of the Company filed with the SEC covering the Securities(Offering Statement) under “Securities Being Offered”. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of or other offering materials posted on the Company filed with the SEC platform and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the 500,000 LODE Bonds (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Class A Common Stock (the “Securities”), of XTI Aircraft CompanyMax International, Inc. a Delaware Utah corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 8.333352 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The Class A Common Stock being subscribed for under this Subscription Agreement is also referred to as the “Securities.” The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Conversion dated February 16, 2023 and the Articles of Incorporation which appears dated February 16, 2023 filed as an Exhibit Exhibits 2.1 and 2.2, respectively, to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC (the “Offering Statement” and the offering of the Securities as described therein, the “Offering”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This The parties acknowledge that, concurrently with Subscriber's subscribing to the Offering and executing this Subscription Agreement, Subscriber has also agreed to be party to a Statement of Account (Custody), between Subscriber and North Capital Private Securities Corporation, as custodian for the Securities (“North Capital” or “Custodian” and with such agreement being the “Custody Agreement”). By executing this Subscription Agreement, the Subscriber is agreeing, for the benefit of the Company, that all Securities being acquired as part of the Offering shall be held by and in the name of North Capital, as custodian for the Subscriber, under the terms of the Custody Agreement, and that the books and records of the Company will reflect the Custodian as the holder of record of such Securities, with the Subscriber being the beneficial owner thereof. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed 20,000,000(the 3,599,992 shares of Class A Common Stock (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company and North Capital (a “Transfer Instrument”), each in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement and the Custody Agreement, including the Transferee’s agreement that (A) such Securities through an account with the Custodian and (B) that the Custodian will be the holder of record of the Securities on the books and records of the Company. The Company will provide a sample Transfer Instrument upon request of the Subscriber sent to the Company’s Secretary by written notice sent in accordance with Section 7.

Subscription. (a) The undersigned (“Subscriber”) As of the date written above, the Subscriber hereby irrevocably subscribes for and agrees to purchase the from Holdco such number of Shares of Common Stock (the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) as is set out forth on the signature page heretoof this subscription agreement (the “Subscription Agreement”) at the Purchase Price and on the terms provided for herein. The Subscriber further acknowledges and agrees that: a. On or prior to the closing of the Business Combination, Holdco intends to enter into subscription agreements (the “Other Subscription Agreements” and together with this Subscription Agreement, the “Subscription Agreements”) with certain other investors (the “Other Subscribers” and together with the Subscriber, the “Subscribers”), pursuant to which such Other Subscribers will agree to subscribe for and purchase from Holdco, and Holdco desires to issue and sell to the Other Subscribers at a purchase price the Closing, additional Shares of $1 Series A Preferred Stock at the Purchase Price per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences shares of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In additionOther Subscribers, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing DateOther Subscribed Shares”). (e) In b. Holdco intends that the event terms of rejection such Other Subscription Agreements will be the same as this Subscription Agreement. Should the terms of this subscription in its entiretythe Other Subscriptions Agreements differ materially from the terms herein, or in should the event the sale terms of the Securities Offering change materially, the Subscriber will be advised of such differences or changes (or any portion thereofthe “Modified Terms”) is not consummated for any reason, this Subscription Agreement and shall have no force the opportunity to either (i) agree to purchase the Shares on the Modified Terms or effect(ii) terminate the Subscriber’s subscription for the Shares. Notice of such Modified Terms shall be provided to the Subscriber by ▇▇▇▇▇▇ in writing, except and the Subscriber shall provide written notice of its decision to either accept the Modified Terms for Section 5 hereof, which shall remain in force and effectthe purchase of the Shares or terminate its subscription.

Subscription. (a) The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft Companyfrom Northwest Horizon Corporation, a Delaware Nevada corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security PriceCorporation”), upon subject to the terms and conditions set forth herein. The rights and preferences , that number of shares of the Securities are Corporation’s common stock (the “Shares”) set forth on the Subscription Agreement Face Page (the “Face Page”), at the subscription price of US$0.10 (the “Subscription Price”) per Share for a total investment as set forth on the Face Page and the Corporation agrees to accept such subscription for Shares in accordance with the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit terms hereof. The Subscriber agrees to pay to the Offering Statement filed with Corporation the SEC covering Subscription Price for the Securities. Shares subscribed for hereunder by delivering to the Corporation, concurrent upon the execution of this private placement subscription agreement (b) By executing this “Agreement”), a certified cheque, bank draft or money order for the full amount of the Subscription Agreement, Price for the Shares subscribed for hereunder. The Subscriber hereby acknowledges that Subscriber has received this Subscription Agreement, a copy the acceptance of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber subscription is subject to make an investment decision. (c) This Subscription may be accepted rejection or rejected allotment, in whole or in part, at any time prior by the Corporation. The Subscriber acknowledges that the Shares subscribed for hereunder form part of a larger private placement (the “Private Placement”) of up to a Closing Date (as hereinafter defined)maximum of US$60,000.00. Unless otherwise indicated, references in this Agreement to “$” or “dollars” refer to the currency of the United States of America. No fractional shares of the Corporation will be issued. The Subscriber acknowledges that the Shares are being sold by the Company at its sole discretion. In additionCorporation in Alberta, British Columbia, Ontario, the CompanyUnited States of America (the “US”) and in other jurisdictions where it is legal to do so. Subject to the terms hereof, at the subscription will be effective upon its sole discretion, may allocate to Subscriber only a portion of acceptance by the number of Securities Subscriber has subscribed forCorporation. The Company will notify Subscriber whether this Private Placement is not subject to minimum aggregate subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s level, and, upon closing, all subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) proceeds will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended retained by the Company in its sole discretion Corporation in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”)terms hereof. Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company Subscription proceeds may elect at any time to close all be accepted in one or any portion more closings of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale Private Placement. The closing of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectPrivate Placement will be subject to receipt of all applicable regulatory approvals.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Class B Non-Voting Common Stock (the “Securities”), of XTI Aircraft CompanyModVans Inc., a Delaware corporation (the “Company”) set out on the signature page hereto), at a purchase price of $1 {{share_price}} per share of Class B Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. There is no minimum subscription. The rights and preferences of the Securities Class B Non-Voting Common Stock are as set forth in the Company’s amended and restated Certificate of Incorporation which appears of the Company, included as an Exhibit 2.1 to the Offering Statement of the Company filed with the SEC covering (the Securities. “Offering Statement”). Subscriber understands that the Securities are being offered pursuant to an offering circular (bthe “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement of the Company filed with the SEC including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) This Subscription . The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) . The aggregate number of Securities sold shall not exceed 20,000,000(the {{maximum_offering_shares}} (the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion termination of the Offering in accordance with applicable SEC regulations for such other period required to sell the Maximum Units its terms (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) . In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.