Universal Subscription Agreement – U.S. Investors Only

|  Your Investment

Class S

➤ Upfront Selling Commission (up to 3.5%) and Distribution and Servicing Fee (0.75%)

➤ $25,000 minimum initial investment

Investment Type

Select one

Additional

Investment

Class D

➤ Upfront Selling Commission (up to 3.5%) and Distribution and Servicing Fee (0.25%)

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➤ $25,000 minimum initial investment

➤ No Upfront Selling Commission or Distribution and Servicing Fee

➤ $25,000 minimum initial investment

|  Form of Ownership

 2A 

Individual

Individual with Transfer on Death*

Joint Tenants with Right of Survivorship

Joint Tenants with Transfer on Death*

Community Property

Tenants in Common

Taxable Trust

Uniform Gift/Transfer to Minors

State of

Personal Holding

Company or Personal

Investment Vehicle

Entity (select type below)

Yes  

Select One ➤ 

Yes  

Yes  

Politically Exposed Person means (a) a prominent public figure who is a natural person currently or formerly entrusted with a senior public role or function (e.g., a senior official in the executive, legislative, military, administrative, or judicial branches of government); (b) an Immediate Family Member, which includes as the spouse/partner, parent, grandparent, sibling, child, step-child, or in-law of a prominent public figure; or (c) a known close associate, which includes those individuals that are widely- and publicly-known to maintain a close relationship to the prominent public figure. An “Immediate Family Member” means a spouse, a minor child, or a child residing in the same residence as an employee or director of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or any affiliate of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

A Marijuana-Related Business includes: 1) an individual or entity directly involved in the manufacturing, production, sale or distribution of marijuana, whether for medicinal, recreational, or any other use; 2) an individual or entity that derives a substantial source of wealth, compensation, revenue or income from marijuana-related activity (e.g., service providers that cater largely to Marijuana-Related Businesses, commercial lessors that lease property to Marijuana-Related Businesses, etc.); or 3) an individual or entity that is directly and predominantly involved in supplying products, equipment or material intended or designed for use in furtherance of the manufacturing, production, sale, use or distribution of marijuana (e.g., marijuana LED grow-lights, marijuana grow tents, hydroponics, etc.).

A Virtual Currency Business includes: an individual or entity engaged in issuing (putting into circulation) a virtual currency, and who has the authority to redeem (to withdraw from circulation) such virtual currency. A Virtual Currency Exchanger is an individual or entity engaged in the exchange of virtual currency for real currency, funds, or other virtual currency.

Transfer on Death Beneficiary Information (Individual or Joint Account with rights of survivorship only. Beneficiary date of birth required. Whole percentages only; must equal 100%. Availability remains subject to applicable state law.). 

  Primary

  Secondary

  Primary

  Secondary

  Primary

  Secondary

  Primary

  Secondary

|  Investor Information

Co-Investor Name (Co-Investor / Co-Trustee / Co-Executor / Co-Authorized Signatory Information, if applicable)

Name (first, middle, last)

Date of Birth

Tax ID Number (SSN/EIN)

Residential Street Address

City

State

ZIP

Title

Email Address

Phone Number

Country

Occupation

Source of Wealth

Source of Funds

Nature of Business

Are you any of the following with respect to, or which is managed by, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or any of its affiliates?

 If yes, please complete the following:

You are AUTOMATICALLY enrolled in the Company’s Distribution Reinvestment Plan unless you check the box below.

 Only complete the following information if you do not wish to enroll in the Distribution Reinvestment Plan ⮟

If I am, or am acting (directly or indirectly) on behalf of, (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA, (ii) a “plan” within the meaning of Section 4975(e)(1) of the Code, (iii) a plan or employee benefit plan that is not subject to ERISA or Section 4975 of the Code but is subject to any local, state, federal or other governmental laws substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) or (iv) any other entity or account that is deemed under applicable law to hold the assets of such an “employee benefit plan” or a “plan” described in (i),(ii) or (iii) above (each of the foregoing described in clauses (i), (ii) and (iii) referred to as a “Plan”), then I hereby represent and warrant to and agree with the Company that:

The decision to invest my assets in the Company was made by fiduciaries independent of the Company, which parties are duly authorized to make such investment decisions and who have concluded, after consideration of their fiduciary duties under applicable law, that the investment of my assets in the Company is prudent and made in accordance with the governing documents of the applicable Plan and such documents do not prohibit the investment contemplated herein, and such parties and I have not relied on any advice or recommendation of the Company or any of its respective partners, members, employees, stockholders, officers, directors, agents, representatives or affiliates, unless such advice or recommendation would not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code;

None of the Company or any of its respective partners, members, employees, stockholders, officers, directors, agents, representatives or affiliates have exercised any discretionary authority or control with respect to my investment in the Company, nor have the Company, or any of its respective partners, members, employees, stockholders, officers, directors, agents, representatives or affiliates rendered investment advice to me based upon my investment policies or strategy, overall portfolio composition or diversification, unless such action would not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code;

(a) I have been informed of and understand the investment objectives and policies of the Company; (b) I am in compliance with the provisions of Section 404 of ERISA or any Similar Law relating to fiduciary duties, including any applicable requirement for diversifying the investments of an employee benefit plan; (c) I have given appropriate consideration to the facts and circumstances relevant to the investment by me in the Company and have determined that such investment is reasonably designed, as part of my portfolio of investments, to further the purposes of the relevant plan(s); and (d) my investment in the Company is permissible under the documents governing the investment of my plan assets and under ERISA or Similar Law;

The terms of the Company agreements comply with my governing instruments and applicable laws governing me; and

My investment in the Company will not result in a non-exempt “prohibited transaction” under Section 406 of ERISA, Section 4975 of the Code or a violation of any applicable Similar Law.

In connection with the Company’s efforts to comply with applicable laws concerning money laundering and related activities, I represent, warrant and agree that:

I am not (nor is any person or entity controlled by, controlling or under common control with me, or any of my beneficial owners) any of the following:

A person or entity listed in the Annex to Executive Order 13224 (2001) issued by the President of the United States, which is posted on the website of the U.S. Department of Treasury (▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇).

Named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC), which is posted on the website of the U.S. Department of Treasury (▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇) under “OFAC/SDN List.”

A person or entity resident in, or whose subscription funds are transferred from or through an account in, a foreign country or territory that has been designated as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force.

A person or entity resident in, or in the case of an entity organized or chartered under the laws of, a jurisdiction that has been designated by the Secretary of the U.S. Treasury under Sections 311 or 312 of the U.S.A. Patriot Act and the regulations promulgated thereunder as warranting special measures due to money laundering concerns. For updates, see the website of the U.S. Department of Treasury (▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇).

A foreign shell bank (See U.S.A. Patriot Act and related regulations for definition).

A senior foreign political figure. This restriction on senior foreign political figures also applies to any immediate family member of such Figure or close associate of such Figure (See U.S.A. Patriot Act and related regulations for definition).

No consideration that I have contributed or will contribute to the Company:

Shall originate from, nor will it be routed through, a foreign shell bank or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction.

Has been or shall be derived from, or related to, any activity that is deemed criminal under U.S. law.

Shall cause the Company to be in violation of the U.S. Bank Secrecy Act and all other federal anti-money laundering regulations.

I understand and agree that if at any time it is discovered that any of the representations in this Section 9 are incorrect, or if otherwise required by applicable law related to money laundering and similar activities, the Company, in its sole discretion and notwithstanding anything to the contrary in the Company agreements, may undertake appropriate actions to ensure compliance with applicable law, including but not limited to freezing, segregating or redeeming my investment in the Company.

I further understand that the Company may release confidential information about me and, if applicable, any underlying beneficial ownership, to proper authorities if the Company, in its sole discretion, determines that it is in the best interests of the Company in light of applicable law concerning money laundering and similar activities.

I agree to provide to the Company any additional information that the Company deems necessary or appropriate to ensure compliance with all applicable laws concerning money laundering and similar activities. I shall promptly notify the Company if any of the representations in this Section 7 cease to be true and accurate. I agree to call the Company if I need more information about Section 7 or if I am unsure whether any of the categories apply to me.

You should not expect to be able to sell your investment in the Company regardless of how the Company performs.

You have completed Schedules I and/or II attached hereto, as applicable, and agree to provide such information and execute and deliver such documents regarding yourself and any other beneficial owners as the Company may reasonably request from time to time to substantiate your status as an accredited investor or a qualified client, as applicable, or to otherwise determine your eligibility to purchase the investment in the Company, to verify the accuracy of your representations and warranties herein or to comply with any law, rule or regulation to which the Company may be subject, including compliance with anti-money laundering laws and regulations.

You have received and read the Offering Document and your deemed acknowledgments, representations and warranties set forth therein are true and accurate.

You are a United States person for U.S. federal income tax purposes which means (i) an individual who is a citizen of the United States or a resident alien for U.S. federal income tax purposes; (ii) a corporation, an entity treated as a corporation or an entity treated as a partnership, in each case created or organized in or under the laws of the United States or any state or political subdivision thereof or therein (including the District of Columbia); (iii) an estate, the income of which is subject to United States federal income taxation regardless of its source; or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or (b) such trust was in existence on August 20, 1996 and was treated as a domestic trust on August 19, 1996 and such trust has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

You represent that neither the Investor nor anyone who is treated as a beneficial owner of the investment hereby being purchased by the Investor under Rule 506(d) or Rule 506(e) of the United States Securities Act of 1933, as amended (the “Securities Act”) has been subject to any of the specified events on Appendix C during the time periods specified therein.

You have received, read and understood, and agree to each and every term of the Company’s subscription agreement, including any accompanying supplement (collectively, the “Subscription Agreement”) and any additional information you deem appropriate in connection with your investment in the Company.

All of the information that is required to be provided by you in this Subscription Agreement is true, accurate and complete in all respects.

You make and affirm all of the certifications, representations, warranties, agreements, acknowledgments and undertakings set forth in the Subscription Agreement.

You agree to be bound by the terms of this Subscription Agreement and the Offering Document on the date first set forth below.

  Investor Representative Signature

  Date

Wire Transfer

Individuals, Joint Tenants, Power of Attorney

· Valid government issued ID (e.g. passport, driver’s license, etc.)

· Copy of address verification (utility bill, mortgage bill, bank reference letter)

· Source of wealth/source of funds

Personal Holding Company

· Documentation showing formation of the entity (e.g. Certificate of Incorporation, etc.)

· Identification of layers of organizational structure down to ultimate individual owner(s)

· Authorized Signatory list, including name and country of domicile

· Certification for Beneficial Owners and Key Controller of Legal Entity Customers (Complete Appendix A)

^○   Documentation requirements for individuals apply to each beneficial owner and key controller identified

Trust

· First and signature pages of Trust Agreement

· Documentation identifying the Trustee/Protector (can be Trust Agreement)

^○   Documentation requirements for individuals apply to each Trustee/Protector identified

^○   A formation document is required for any corporate Trustee/Protector identified

· Documentation identifying the Grantor/Settlor/Donor (can be Trust Agreement)

^○   Documentation requirements for individuals apply to each Grantor/Settlor/Donor/Active Beneficiary identified

Partnership

· Documentation showing formation of the entity (e.g. Partnership Agreement, etc.)

· Identification of layers of organizational structure down to Ultimate Beneficial Owner(s) holding 10% or more of the equity interests

· Certification for Beneficial Owners and Key Controller of Legal Entity Customer (Complete Appendix A)

· Documentation requirements for individuals apply to each beneficial owner and key controller identified

Private Corporation, Company or Limited Liability Company

· Documentation showing formation of the entity (e.g. Copy of Certificate of Incorporation, or corporate resolution, or certificate of Good Standing, or Copy of Articles of Incorporation, or Business License.)

· Identification of layers of organizational structure down to Ultimate Beneficial Owner(s) holding 10% or more

· Certification for Beneficial Owners and Key Controller of Legal Entity Customers (Complete Appendix A)

^○   Documentation requirements for individuals apply to each beneficial owner and key controller identified

^○   ID documentation for each identified beneficial owner and Key Controller

Pension Fund

· Documentation showing formation of the entity (e.g. Trust Agreement, etc.)

· Proof of regulation, if applicable Certification for Beneficial Owners and Key Controller of Legal Entity Customers (Complete Appendix A)

^○   Documentation requirements for individuals apply to each beneficial owner and key controller identified

· Identification of the Plan Sponsor, including documentation showing formation of the entity (e.g. Certificate of Incorporation, etc.)

· Pension Fund Questionnaire

· Copy of IRS Letter or Copy of IRS form 5500 or Copy of Plan document

· Documentation showing formation of the entity (e.g. Certificate of Incorporation, etc.)

· Fund structure

· Investment Adviser: Full legal name and proof of regulation

· Certification for Beneficial Owners and Key Controller of Legal Entity Customers (Complete Appendix A) – {Not required if fund is managed by a SEC Registered Investment Adviser}

^○   Documentation requirements for individuals apply to each beneficial owner and key controller identified

· Full legal name of entity performing KYC on fund’s investors

· Collective Investment Scheme Questionnaire

· Collective Investment Scheme Sanctions Questionnaire

· Copy of IRS Determination Letter for 501(c)(3)

· Documentation showing formation of the entity (e.g. Certificate of Incorporation, etc.)

· Certification for Beneficial Owners and Key Controller of Legal Entity Customers (complete Appendix A)

^○   Only identification of one key controller is required. Documentation requirements for individuals apply to the key controller identified

· Constitutional documentation evidencing the establishment or appointment as a SWF OR publicly available information

· Certification for Beneficial Owners and Key Controller of Legal Entity Customers (complete Appendix A)

^○   Only identification of one key controller is required. Documentation requirements for individuals apply to the key controller identified

· Documentation establishing the Sovereign Wealth Fund is 100% state owned

· Copy of Limited Partnership Agreement or Copy of Certificate of Formation

· Identification of layers of organizational structure down to Ultimate Beneficial Owner(s) holding 10% or more

· Certification for Beneficial Owners and Key Controller of Legal Entity Customers (Complete Appendix A)

^○   Documentation requirements for individuals apply to each beneficial owner and key controller identified

· Financial Crimes Compliance Questionnaire (“FCCQ”) (*Onshore financial institutions only)

· Regulatory Agency and Registration Number from an approved low-risk jurisdiction or Non-U.S. Financial Institution Certification Form as applicable

· Documented website research or alternative informational source evidencing the investor is a department or agency of an approved low-risk jurisdiction or of any political subdivision of such a jurisdiction

· Eligible Introducer Letter or AML Representation Letter

· Ticker symbol

· Name and location of Primary exchange where shares are listed

Each individual, if any, who owns, directly or indirectly, 10 percent or more of the equity interests of the legal entity customer (e.g., each natural person that owns 10 percent or more of the shares of a corporation); and

An individual with significant responsibility for managing the legal entity customer (e.g., a Chief Executive Officer, Chief Financial Officer, Managing Member, General Partner, President, Vice President, or Treasurer).

☐   Beneficial Owner Not Applicable (Check this box and skip to Section B (Key Controller) if there is no individual that meets the definition of a Beneficial Owner stated above.)

Beneficial Owner #1

Identification Number

Country of Issuance

Issuance Date

Expiration Date

An executive officer or senior manager (e.g., a Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President or Treasurer; with regards to a pooled investment vehicle, a portfolio manager, commodity pool operator, commodity trading advisor, or general partner); or

Any other individual who regularly performs similar functions.

Appendix B  |  Politically Exposed Persons (“PEP”) Questionnaire

(This page to be completed only if ‘Yes’ to 2(A)(i)

Conviction, within the ten year period ending on the date hereof, of any felony or misdemeanor:

In connection with the purchase or sale of any security;

Involving the making of any false filing with the Securities and Exchange Commission (the “SEC”); or

Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;

Any order, judgment or decree of any court of competent jurisdiction, entered within the five year period ending on the date hereof, that, at this date, restrains or enjoins you from engaging or continuing to engage in any conduct or practice:

In connection with the purchase or sale of any security;

Involving the making of any false filing with the SEC; or

Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;

A final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission (the “CFTC”); or the National Credit Union Administration that:

On the date of this letter, bars you from:

Association with an entity regulated by such commission, authority, agency or officer;

Engaging in the business of securities, insurance or banking; or

Engaging in savings association or credit union activities; or

Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, Manipulative, or deceptive conduct entered within the ten year period ending on the date hereof;

An order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (15 U.S.C.78o(b) or 78o-4(c)) or section 203(e) or (f) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3(e) or (f)) that, as of the date hereof:

Suspends or revokes your registration as a broker, dealer, municipal securities dealer or investment adviser;

Places limitations on your activities, functions or operations; or

Bars you from being associated with any entity or from participating in the offering of any ▇▇▇▇▇ stock;

Any order of the SEC entered within the five-year period ending on the date hereof that, as of the date hereof, orders you to cease and desist from committing or causing a violation or future violation of:

Any scienter-based anti-fraud provision of the federal securities laws, including without limitation section 17(a)(1) of the Securities Act of 1933 (the “Securities Act”), section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and rule 10b-5 thereunder, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act of 1940, or any other rule or regulation thereunder; or

Section 5 of the Securities Act.

Suspension or expulsion from membership in, or suspension or bar from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;

Filing (as a registrant or issuer), or being or being named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within the five-year period ending on the date hereof, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, as of the date hereof, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or

A United States Postal Service false representation order entered within the five year period ending on the date hereof, or, as of the date hereof, a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

☐  You have been subject to such an event but, prior to the date hereof, (i) the court or regulatory authority that entered the relevant order, judgment or decree has advised in writing (whether contained in the relevant judgment, order or decree or separately to the SEC or its staff) that disqualification under paragraph (d)(1) of Rule 506 under the Securities Act should not arise as a consequence of such order, judgment or decree or (ii) the SEC has issued an exemption from paragraph (d)(1) of Rule 506 with respect to such event. You shall provide a copy of such written advice or exemption to:

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