LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST

SUBSCRIPTION AGREEMENT

DRAFT
1375 Walnut Street, Suite 10
Boulder, CO 80302
Attention: Andrew Freeman

The undersigned (the “Subscriber”), hereby acknowledges receipt of a copy of the Offering
Memorandum titled “Offering” (the “Offering Memorandum”) delivered or mailed on or about July ___,
2019, by Freeman Capital Management, LLC (“FCM”) relating to the offering of Class A limited liability
company membership interests in FCM-Crossen, LLC, a newly-formed [Colorado] limited liability
company (the “Company”).

The Subscriber hereby subscribes for Class A limited liability company membership
interests of the Company (the “Interests”) corresponding to an investment of $__________ (the “Purchase
Price”), the rights and obligations of which will be governed by Operating Agreement of the Company (the
“Operating Agreement”) in the form delivered to the Subscriber together with this Subscription Agreement.

In order to accept this Subscription Agreement, the Subscriber is required to concurrently

execute a signature page to the Operating Agreement and deliver same to FCM.

Terms and Conditions of Subscription

Section 1. Representations and Warranties of the Subscriber. The Subscriber hereby

represents and warrants to the Company as of the date hereof and the date of acceptance of this subscription
by the Company that:

1.1 The Subscriber has received adequate information necessary to evaluate the merits and
risks related to an investment in the Company and the acquisition of the Interests.

1.2 The Subscriber acknowledges that the Subscriber has had the opportunity to ask questions
and receive additional information from the Company and has been provided with all information regarding
the Company and the offering of the Interests requested by the Subscriber. The Subscriber represents to
the Company that the Subscriber has such knowledge and experience in business and financial matters so
as to permit the Subscriber to understand and appreciate the risks and merits of an investment in the
Interests. The Subscriber is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and knowledgeable decision to
acquire the Interests.

1.3 The Subscriber acknowledges that an investment in the Interests is an illiquid investment
involving significant risk, including the complete loss of the Subscriber’s investment in the Company. The
Subscriber acknowledges that the Interests will be subject to significant restrictions on transferability,
including restrictions arising under the federal and state securities laws. The Subscriber represents and
warrants to the Company that the Subscriber’s acquisition of the Interests is being made for investment
purposes only and that the Subscriber has no plan or intention to effect any distribution, subdivision or other
transfer of the Interests in violation of the federal and state securities laws. The Subscriber represents and
warrants that the Subscriber is acquiring the Interests for investment for the Subscriber’s own account and
not as a nominee or agent for any other person and with no present intention of distributing or reselling
such Interests or any part thereof in any transactions that would be in violation of the Securities Act of
1933, as amended (the “Securities Act”) or any state securities or “blue-sky” laws.
 1.4 The Subscriber acknowledges that the offer and sale of the Interests is being made by the
Company in reliance on an exemption from registration under the Securities Act and various state securities
laws and thus the Interests may not be sold, transferred or assigned without compliance with applicable
federal and state securities laws and the prior consent of the Company and the securities may be required
to be held indefinitely.

1.5 The Subscriber understands (1) that the Interests have not been registered for sale under
the Securities Act or any state securities or “blue-sky” laws in reliance upon exemptions therefrom, which
exemptions depend upon, among other things, the bona fide nature of the investment intent of the Subscriber
as expressed herein, (2) that such Interests must be held and not sold until such Interests are registered under
the Securities Act and any applicable state securities or “blue-sky” laws, unless an exemption from such
registration is available, (3) that the Company is under no obligation to so register such Interests and (4)
that if any certificate evidencing such Interests is ever issued, the certificate will be imprinted with a legend
in the form set forth in Section 3.1 of this Subscription Agreement regarding restrictions on the resale of
such Interests under the Securities Act.

1.6 If the Subscriber is an entity, the Subscriber represents and warrants to the Company that
the Subscriber is duly organized, formed or incorporated, as the case may be, and is validly existing and in
good standing under the laws of the Subscriber’s jurisdiction of organization, formation or incorporation,
and that the Subscriber has all the requisite power and authority to execute, deliver and perform the
Subscriber’s obligations under this Subscription Agreement and the Operating Agreement, and to subscribe
for and purchase Interests hereunder. If the Subscriber is an individual, the Subscriber represents and
warrants to the Company that the Subscriber is of legal age in the Subscriber’s state of residence and has
legal capacity to execute, deliver and perform its obligations under this Subscription Agreement and the
Operating Agreement. The Subscriber’s purchase of Interests and the Subscriber’s execution, delivery and
performance of this Subscription Agreement and the Operating Agreement have been authorized by all
necessary corporate or other action on the Subscriber’s behalf, and this Subscription Agreement and the
Operating Agreement are the Subscriber’s legal, valid and binding obligations, enforceable against the
Subscriber in accordance with their respective terms.

1.7 The Subscriber represents and warrants to the Company that the execution and delivery of
this Subscription Agreement and the Operating Agreement, the consummation of the transactions
contemplated hereby and thereby, and the performance of the Subscriber’s obligations hereunder and
thereunder do not and will not conflict with, or result in any violation of or default under, any provision of
any charter, by-laws, trust agreement, operating agreement or other governing instrument applicable to the
Subscriber, or any agreement or other instrument to which the Subscriber is a party or by which the
Subscriber or any of the Subscriber’s properties are bound, or any permit, franchise, judgment, decree,
statute, order, rule or regulation applicable to the Subscriber or to the Subscriber’s business or properties.

1.8 If the Subscriber is an entity, the Subscriber has a principal office at the address set forth
on the signature page to this Subscription Agreement under the Subscriber’s name, or, if the Subscriber is
a natural person, the Subscriber resides at the address set forth on the signature page to this Subscription
Agreement under the Subscriber’s name.

1.9 If the Subscriber will beneficially own 10% or more of the outstanding Interests or any
class of outstanding Interests in the Company following the Company’s acceptance of this Subscription
Agreement, the Subscriber is not an “investment company” as defined in the Investment Company Act of
1940, as amended (the “Investment Company Act”), and the Subscriber itself is not relying on Section 3(c)
(1) or Section 3(c)(7) of the Investment Company Act as an exemption from classification as an investment
company.

1.10 The Subscriber is not aware of any circumstances that would require the Company to treat
the Subscriber as more than “one person” for purposes of Section 3(c)(1) of the Investment Company Act.

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 1.11 The Subscriber (check one): ____ is a “benefit plan investor”/____ is not a “benefit plan
investor” (as that term is used under the federal regulations codified at 29 CFR §2510.3-101, et seq., as the
same may be modified, amended and restated from time to time, which describe the circumstances under
which an entity in which an ERISA-covered plan invests will be deemed to hold Plan Assets for purposes
of Subtitle A and Parts 1 and 4 of Subtitle B of Title I of ERISA and Code Section 4975) subject to ERISA.
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the regulations adopted pursuant thereto.

1.12 Check here ____ if any of the following is true: (i) the Subscriber has been formed,
organized, reorganized, capitalized or recapitalized for the purpose of acquiring the Interests, (ii) the
Subscriber’s capital commitment is more than 40% of the Subscriber’s total assets or, if the Subscriber is a
private investment fund with binding, unconditional capital commitments from the Subscriber’s partners or
members, more than 40% of the Subscriber’s committed capital, (iii) the Subscriber’s stockholders,
partners, members or other beneficial owners have and will have individual discretion as to their
participation or non-participation in the Subscriber’s purchase of Interests in the Company or in particular
investment made by the Company, and (iv) the Subscriber is a participant-directed defined contribution
plan;

1.13 The Subscriber represents and warrants to the Company that the Subscriber is not a Non-
U.S. Person, or, if the Subscriber is a Non-U.S. Person, then the Subscriber shall have so notified the
Company in writing at least five business days prior to the date hereof. A “Non-U.S. Person” means any
of the following: (i) a citizen of a country other than the United States, (ii) an entity organized under the
laws of a jurisdiction other than those of the United States or any state, territory or possession of the United
States, (iii) a government other than the government of the United States or of any state, territory or
possession of the United States, or (iv) a representative of, or entity controlled by, any person or entity
referred to in any of the foregoing clauses (i) through (iii). Upon request of the Company, the Subscriber
shall provide to the Company a certificate, in form and substance satisfactory to the Company, certifying
as to the representations contained in this Section 1.13.

1.14 The Subscriber acknowledges that due to anti-terrorism and anti-money laundering
regulations, the Company, and/or any other manager, officer, employee or agent acting on behalf of the
Company may require further documentation verifying the Subscriber’s identity and the source of funds
used to purchase the Interests subscribed for hereby before this Subscription Agreement can be processed
or accepted. To comply with applicable U.S. legislation and regulations, including but not limited to the
International Anti-Money Laundering and Financial Anti-Terrorism Abatement Act of 2001 (Title III of
the USA PATRIOT Act), the Subscriber agrees that all payments by the Subscriber to the Company and all
distributions to the Subscriber from the Company will only be made in the Subscriber’s name and to and
from a bank account of a bank based or incorporated in or formed under the laws of the United States or a
bank that is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311
et seq.), as amended, and the regulations promulgated thereunder by the U.S. Department of the Treasury,
as such regulations may be amended from time to time. The Subscriber further agrees to provide the
Company at any time during the term of the Company with such information or certification as the
Company determines to be necessary or appropriate to verify compliance with the anti-terrorism and anti-
money laundering regulations of any applicable jurisdiction or to respond to requests for information
concerning the identity of the Subscriber or that of any person directly or indirectly controlling or owning
an interest in the Subscriber from any governmental authority, self-regulatory organization or financial
institution in connection with the Company’s compliance procedures with respect to anti-terrorism and anti-
money laundering regulations and to update such information as necessary. Such information may include,
but not be limited to, the name, address, telephone number, date of birth, and Social Security or taxpayer
identification number of any such individual person, or of the beneficial owners of any entity, if the
Subscriber is an entity. Identity may be verified using a current valid passport or other such current valid
government-issued identification (e.g., a driver's license). In addition, the Subscriber certifies that neither
the Subscriber nor any person directly or indirectly controlling or owning any interest in the Subscriber is

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identified as a specially designated national or blocked person, or as affiliated with any such person, entity
or organization on any list maintained by governmental authorities relating to anti-terrorism or anti-money
laundering, including but not limited to lists maintained by the United States Treasury Department's Office
of Foreign Asset Control.

1.15 The Subscriber understands that the information contained herein may be disclosed to the
United States Government by the Company.

1.16 The Subscriber has never filed for or been involved as a debtor in bankruptcy proceedings
and there are no suits pending or judgments outstanding against the Subscriber which, in one case or in the
aggregate, could impair the Subscriber’s ability to remain the direct holder of the Subscriber’s Interest in
the Company.

1.17 The Subscriber shall advise the Company as soon as possible after the Subscriber becomes
aware that any representation or warranty contained herein becomes incorrect or incomplete after the date
hereof but prior to the acceptance of this Subscription Agreement by the Company.

1.18 The Subscriber acknowledges that the Subscriber is required to be an “accredited investor”
as defined in Regulation D promulgated under the Securities Act to purchase the Interests. The Subscriber
represents and warrants to the Company that the Subscriber is an “accredited investor” for one or more of
the following reasons (the Subscriber, including any prospective co-owner, should initial all that apply):

_____(a) The Subscriber is an individual (not a partnership, corporation, etc.) whose

individual net worth, or joint net worth with the Subscriber’s spouse, presently exceeds $1,000,000,
excluding the value of the Subscriber’s primary residence.

In calculating net worth the Subscriber may include equity in personal property and real
estate (excluding the value of your principal residence), cash, short-term investments, stock and
securities. Equity in personal property and real estate should be based on the fair market value of
such property less debt secured by such property.

_____(b) The Subscriber is an individual (not a partnership, corporation, etc.) who

had an income in excess of $200,000 in each of the two calendar years immediately preceding the
current year, or joint income with the Subscriber’s spouse in excess of $300,000 in each of those
years (in each case including foreign income, tax exempt income and full amount of capital gains
and losses but excluding any income of other family members and any unrealized capital
appreciation) and has a reasonable expectation of reaching the same income level in the current
year.

_____(c) The Subscriber is a bank, a savings and loan association, insurance

company, registered investment company, registered business development company, licensed
small business investment company (“SBIC”), or employee benefit plan within the meaning of
Title 1 of ERISA and (a) the investment decision is made by a plan fiduciary which is either a bank,
savings and loan association, insurance company or registered investment advisor, or (b) the plan
has total assets in excess of $5,000,000 or is a self-directed plan with investment decisions made
solely by persons that are accredited investors.

_____(d) The Subscriber is a private business development company as defined in

Section 202(a)(22) of the Investment Advisors Act of 1940.

_____(e) The Subscriber is a corporation, limited liability company, partnership,

Massachusetts Business Trust or similar business entity in each case not formed for the specific
purpose of acquiring the Interests and with total assets in excess of $5,000,000.

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 _____(f) The Subscriber is a trust with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the Interest, where the purchase is directed by a
“sophisticated person” as defined in Rule 506(b)(2)(ii) promulgated under the Securities Act.

_____(g) The Subscriber is an entity all the equity owners of which are “accredited
investors” (as such term is defined in Rule 501(a) as promulgated under the Securities Act) within
one or more of the above categories. If relying upon this category alone, each equity owner of the
undersigned shall provide such additional representations as may be requested by the Company.

1.19 The Subscriber agrees to provide the Company with such additional information as
the Company may request in order to support the above representation of “accredited investor”
status, including, without limitation, an Investor Questionnaire in the form provided by the
Company. Any information provided by the Subscriber in such Investor Questionnaire or in
response to a request pursuant to this paragraph shall constitute a representation and warranty by
the Subscriber under this Subscription Agreement.

1.20 The Subscriber has not been subject to any Disqualifying Event (as defined in Appendix A
attached hereto) under Regulation D Rule 506(d) of the Securities Act and is not subject to any proceeding
or even that could result in any such Disqualifying Event.

1.21 The Subscriber agrees and is aware that: (i) the Company has limited financial and
operating history, (ii) no federal or state agency has passed upon the Interests or made any findings or
determination as to the fairness of this investment, and (iii) there are substantial risks of loss of investment
incidental to the purchase of Interests.

Section 2. Representations and Warranties of the Company.

2.1 As of the date on which the Company issues the Interests to the Subscriber, the Company
represents and warrants to the Subscriber that the Company (A) is or will be duly organized, validly existing
and in good standing under the laws of Colorado, and (B) the Company has or will have full power and
authority to conduct its business as it is currently being conducted, and as currently contemplated to be
conducted, and to own its assets.

Section 3. Restrictions.

3.1 Legend. The Subscriber understands and agrees that if any certificate for the Interests shall
be issued, the certificate shall bear the following legend, or a similar legend to the same effect, until (i) such
Interests shall have been registered under the Securities Act and effectively been disposed of in accordance
with a registration statement that has been declared effective; or (ii) in the opinion of counsel for the
Company such Interests may be sold without registration under the Securities Act and any applicable state
securities laws:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”),
AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR
OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY
THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A
FAVORABLE OPINION OF ITS COUNSEL AND/ OR SUBMISSION TO THE
COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO
COUNSEL FOR THE COMPANY, TO THE EFFECT THAT ANY SUCH TRANSFER
SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.”

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 3.2 Operating Agreement. The Subscriber agrees and acknowledges that the Interests are or
will be subject to certain restrictions, including restriction on transfer, pursuant to the Operating Agreement
of the Company. The Subscriber acknowledges that the Subscriber will read and understand the transfer
restriction provisions of the Operating Agreement prior to the Subscriber’s execution of the Operating
Agreement. The Subscriber acknowledges that pursuant to the Operating Agreement, FCM will hold the
Class B limited liability company membership interests of the Company, which Class B interests will
provide FCM with a return of 30% of the profits of the Company after the Subscriber and the other investors
in the Company receive back their investment capital and a 7% preferred return. The Subscriber
acknowledges that the Operating Agreement will not give the Subscriber the right to receive a distribution
in kind of an interest in any real property owned by the Company, including in order to facilitate the
execution by the Subscriber of a tax-deferred exchange under Section 1031 of the Internal Revenue Code
of 1986, as amended.

Section 4. Miscellaneous.

4.1 Indemnification of Company. The Subscriber acknowledges that the Company is relying
on the representations and warranties made by the Subscriber herein and thus the Subscriber agrees to
indemnify and hold harmless the Company, its promoters, managers, employees, agents and affiliates and
each other person, if any, who controls any thereof within the meaning of Section 15 of the Securities Act
or Section 20(a) of the Securities Exchange Act of 1934, as amended, against any loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably
incurred in investigating, preparing or defending against any litigation commenced or threatened or any
claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by
the Subscriber to comply with any covenant or agreement made by the Subscriber herein.

4.2 (The Subscriber to Complete)

(a) The Subscriber has employed an offeree representative to assist or advise the
Subscriber in connection with evaluating the risks of the prospective investment.

_____ Yes _____ No (check one)

(b) If the answer to paragraph 3.2(a) is “Yes”, the Subscriber’s offeree representative is:

Name: ____________________________________________________
Address: _________________________________________________
Occupation: ______________________________________________

4.3 This subscription is irrevocable by the Subscriber upon execution and delivery to the
Company of this Subscription Agreement, and the Subscriber’s execution and delivery of the Operating
Agreement. The Subscriber agrees to pay the full Purchase Price to the Company for the Interest subscribed
to hereunder within seven business days after receipt of written notice from the Company requesting
payment. The Subscriber understands that the Company does not intend to request such payment unless
and until subscription agreements for at least 70% of the Interests have been received and accepted by the
Company. If the Company has not received and accepted subscription agreements for at least 70% of the
Interests by November 30, 2018, the Subscriber understands that this Subscription Agreement will be
terminated by the Company and the Subscriber will be released from all obligations hereunder; provided,
however, that FCM may, in its sole discretion, extend this deadline.

4.4 If the Company has not closed on the property located at 500-502 Crossen Avenue, Elk
Grove Village, Illinois 60007 by August 30, 2019, the Subscriber understands that (i) this Subscription
Agreement will be terminated, (ii) the Subscriber will be released from all obligations hereunder, and (iii)
the Company shall return to the Subscriber any funds constituting the Purchase Price that the Company

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received from the Subscriber, without interest or deduction; provided, however, that FCM may, in its sole
discretion, extend this deadline.

4.5 The Subscriber does hereby irrevocably constitute and appoint FCM, with full power of
substitution, as the Subscriber’s true and lawful attorney-in-fact, in the Subscriber’s name, place, and stead
to make, execute, sign, acknowledge, record, and file, on behalf of the Subscriber and on behalf of the
Company, (a) a Certificate of Formation, Articles of Organization (or equivalent), a Certificate of Doing
Business Under an Assumed Name (or equivalent), and any other certificates or instruments which may be
required to be filed by the Company or its members under the laws of the State of Colorado, Illinois or any
other jurisdiction whose laws may be applicable; (b) a Certificate of Cancellation of the Company and such
other instruments of documents as may be deemed necessary or desirable by FCM upon the termination of
the Operating Agreement; and (c) any and all such other instruments as may be deemed necessary or
desirable by FCM to carry out fully the provisions of the Operating Agreement of the Company in
accordance with its terms. The foregoing grant of authority: (x) is a Special Power of Attorney coupled
with an Interest, is irrevocable, and shall survive the Subscriber’s death or incapacity; (y) may be exercised
by FCM on behalf of me; and (z) shall survive the Subscriber’s delivery of an assignment of the whole or
any portion of the Subscriber’s Interests.

4.6 The Subscriber understands that FCM shall have the right to accept or reject this
Subscription Agreement in whole or in part in its sole and absolute discretion.

4.7 If any provision of this Subscription Agreement is invalid or unenforceable under any
applicable law, then such provision shall be deemed inoperative to the extent that it may conflict therewith
and shall be deemed modified to conform with such applicable law. Any provision hereof that may be held
invalid or unenforceable under any applicable law shall not affect the validity or enforceability of any other
provisions hereof, and to this extent the provisions hereof shall be severable.

4.8 This Subscription Agreement shall be governed by the laws of the State of Colorado.

4.9 The representations, warranties, and agreements herein contained are made and given to
induce the Company to sell and issue the Interests to the Subscriber, and each such representation
constitutes a material portion of the consideration therefor.

[Remainder of Page Intentionally Left Blank]

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 IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of
________________, 2019.

Individual Subscriber Please Sign Here: Entity Subscriber Please Sign Here

Entity: _________________________

By: ____________________________
Name: _________________________
By: _____________________________ Title: ___________________________
Name: ___________________________

Individual Subscriber Please Select Ownership:

__ Individual Ownership

__ Joint Tenants With

Right of Survivorship

__ Tenants in Common

Subscriber Address:

SUBSCRIPTION ACCEPTED:

COMPANY:

FCM-CROSSEN, LLC

By: Freeman Capital Management, LLC, its manager

By:
Name:
Title:

Address: 1375 Walnut Street, Suite 10

Boulder, CO 80302

Signature Page to Subscription Agreement

 APPENDIX A

Disqualifying Events

In order to determine if an investor has been subject to any event specified in Rule 506(d)(1) of the
Securities Act or any proceeding or event that could result in any such disqualifying event that would either
require disclosure under the provisions of Rule 506(e) of the Securities Act or result in a disqualification
under Rule 506(d)(1) of the Company’s use of the Rule 506 exemption, an investor will be deemed to be
subject to a “disqualifying event” if the investor would be a beneficial owner of 20% or more of the
Company’s Interests, within the meaning of Rule 506(d) of the Securities Act, and:

(i) has been convicted, within ten years as of the date hereof (or five years, in the case of issuers,
their predecessors and affiliated issuers), of any felony or misdemeanor (i) in connection with the
purchase or sale of any security, (ii) involving the making of any false filing with the U.S. Securities
and Exchange Commission (the “SEC”) or (iii) 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;

(ii) is subject to any order, judgment or decree of any court of competent jurisdiction, entered
within five years as of the date hereof that restrains or enjoins such person from engaging or
continuing to engage in any conduct or practice (i) in connection with the purchase or sale of any
security, (ii)involving the making of any false filing with the SEC, or (iii) 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;

(iii) is subject to 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; or the National Credit Union Administration that either: (A) as of the date
hereof, bars the investor from (1) association with an entity regulated by such commission,
authority, agency, or officer, (2) engaging in the business of securities, insurance or banking, or (3)
engaging in savings association or credit union activities; or (B) constitutes a final order based on
a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct
entered within ten years of the date hereof;

(iv) is subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities
Exchange Act of 1934, as amended or Section 203(e) or (f) of the Investment Advisers Act of 1940,
as amended, that as of the date hereof (A) suspends or revokes such person's registration as a broker,
dealer, municipal securities dealer or investment adviser, (B) places limitations on the activities,
functions or operations of such person; or (C) bars such person from being associated with any
entity or from participating in the offering of any penny stock;

(v) is subject to any order of the SEC entered within five years of the date hereof that presently
orders the investor to cease and desist from committing or causing a violation or future violation
of (A) any scienter-based anti-fraud provision of the federal securities laws, including without
limitation section 17(a)(1) of the Securities Act of 1933, section 10(b) of the Securities Exchange
Act of 1934, section 15(c)(1) of the Securities Exchange Act of 1934 and section 206(1) of the
Investment Advisers Act of 1940, or (B) any other rule or regulation thereunder or Section 5 of the
Securities Act of 1933;

(vi) is, as of the date hereof, suspended or expelled from membership in, or suspended or barred
from association with a member of, a registered national securities exchange or a registered national
or affiliated securities association (including FINRA) for any act or omission to act constituting
conduct inconsistent with just and equitable principles of trade;

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

(viii) is subject to a United States Postal Service false representation order entered within five
years of the date hereof or is presently subject to 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.