SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of the date set forth on the signature page hereto, is by and between TOWNBRIDGE CAPITAL LLC, a Delaware limited liability company (the “Company”), and the subscriber identified on the signature page hereto (the “Subscriber”).

WHEREAS, the Company and the Subscriber are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Section 4(2), Section 4(6) and/or Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”);

WHEREAS, the Company is offering up to Three Hundred Thousand (300,000) of its non- voting Series C Preferred Units (each, a “Series C Preferred Unit” and collectively, the “Series C Preferred Units”) at Ten Dollars ($10.00) per Series C Preferred Unit in an aggregate amount of up to Three Million U.S. Dollars and 00/100 (US$3,000,000.00) (the “Offering Amount”), to be sold on a “best efforts” basis in a private placement offering (the “Offering”) as more particularly described in the term sheet attached as Exhibit A hereto (the “Term Sheet”) and below; provided that the Company may, in its sole discretion increase the Offering Amount without notice to the Subscriber; and

WHEREAS, terms of the Series C Preferred Unit, including redemption rights, voting rights, ranking and dilution protections, are as outlined in the Term Sheet and set forth in detail in the Company’s Fourth Amended and Restated Operating Agreement, dated as of July 22, 2024, attached as Exhibit B hereto (the “Operating Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and the Subscriber hereby agree as follows:

1. Subscription For Series C Preferred Units; Purchase Price.

1.1 Purchase. The Subscriber, intending to be legally bound, hereby irrevocably agrees to subscribe for and agrees to purchase up to that number of Series C Preferred Units set forth on the signature page hereto at a purchase price of Ten Dollars and 00/100 ($10.00) per Series C Preferred Unit (“Per Unit Price”). This subscription is submitted to the Company in accordance with and subject to the terms and conditions described in this Agreement.

1.2 Purchase Price. The aggregate purchase price for the Series C Preferred Units subscribed for is equal to the number of Series C Preferred Units subscribed for multiplied by the Per Unit Price and is set forth on the signature page hereto (the “Purchase Price”).

1.3 Subscription Proceeds. All subscription proceeds received and accepted will be deposited directly to the administrative account set up by the authorized 3rd party administrator, Industry FinTech Inc (“Administrator”). The Administrator shall release the subscription proceeds to the Company following acceptance by the Company hereunder and payment of authorized and approved costs and expenses, including organization and Offering expenses. The Company shall use such funds for current operations and general corporate purposes. The Company may use proceeds of the Offering immediately upon each Closing.

1.4 Payment. Payment of the Purchase Price shall be due and payable upon execution and delivery of this Agreement by the Subscriber to the Administrator in cash by electronic ACH payment, certified check, credit card or wire transfer to the instructions listed in the attached Payment Authorization Agreement.

1.5 Acknowledgements. By executing this Agreement, the Subscriber acknowledges that (i) the Subscriber has been informed of various matters relating to the Company, including but not limited to, this Agreement, the Term Sheet, the Operating Agreement, the Risk Factors attached as Exhibit C hereto (the “Risk Factors”) and the Series C Preferred Units (together, the “Offering Documents”); (ii) that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D, which definition is attached as Exhibit D attached hereto; and (iii) that the Subscriber is not and has not been the subject of any “bad actor disqualifying event,” as described in the excerpt of Rule 506(d) attached hereto as Exhibit E (a “Bad Actor Disqualifying Event”).

1.6 Closing; Conditions to Closing. Closing on the purchase and sale of the Series C Preferred Units shall be consummated on such date as the Company accepts the Subscriber’s offer to purchase the Series C Preferred Units as evidenced by the Company’s counter-execution of the signature page to this Agreement, the Company’s execution of the Series C Preferred Units issued to the Subscriber and the return of a fully executed Series C Preferred Units to the Subscriber (“Closing”). On or prior to the date of each Closing, the following shall have occurred:

(a)  The Subscriber shall have thoroughly reviewed the Offering Documents;

(b)  The Subscriber shall have delivered to the Company a dated and executed

signature page to this Agreement, with all blanks properly completed;

(c) The Subscriber shall have delivered to the Company a dated completed and signed Accredited Investor Questionnaire attached as Exhibit F hereto and Bad Actor Questionnaire attached as Exhibit G hereto, each with all blanks properly completed;

(d)  The Administrator shall have received the Purchase Price from the Subscriber for the benefit of the Company; and

(e)  Any other conditions to Closing set forth in this Agreement shall have been

satisfied or waived.

2. Subscriber Representations and Warranties as to Suitability Standards.

The Subscriber hereby represents and warrants that:

2.1 Investment Decision. The Subscriber and the Subscriber’s advisors (which advisors do not include the Company or its principals, representatives or counsel) have such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Company, of protecting the Subscriber’s interests in connection therewith and making an informed investment decision.

2.2 Information Furnished. The Subscriber has been furnished with or has had access to any and all material documents and information regarding the Company and its intended business as it, he or she desires, including but not limited to the Offering Documents, as well as the opportunity to ask questions of the Company’s management. The Subscriber hereby acknowledges that the Company has made available to the Subscriber prior to any investment in the Company all information requested by the Subscriber and deemed by the Subscriber to be reasonably necessary to enable the Subscriber to evaluate the risks and merits of an investment in the Company. The Subscriber, after a review of this information and other information obtained, is aware of the speculative nature of any investment in the Company.

2.3 Financial Information. The Subscriber is not relying on any financial information, including without limitation financial projections or oral representations in making the decision to purchase the Series C Preferred Units.

2.4 Own Account. The Subscriber is acquiring the Series C Preferred Units for the Subscriber’s own account, not on behalf of other persons, and for investment purposes only and not with a view to resale or distribution, transfer, assignment, resale or subdivision of Series C Preferred Units. The Subscriber understands that, due to the restrictions referred to in Section 5 below, and the lack of any market existing or to exist for Series C Preferred Units, the Subscriber’s investment in the Company will be highly illiquid and will have to be held indefinitely.

2.5 Economic Risk. The Subscriber can bear the economic risk of the investment in the Company without impairing the Subscriber’s ability to provide for itself, himself or herself and/or his or her family (as applicable) in the same manner that the Subscriber would have been able to provide prior to making an investment in the Company. The Subscriber understands that he, she or it may continue to bear the economic risk of the investment in the Company for an indefinite period of time.

2.6 Subscriber’s Commitments. The Subscriber’s overall commitment to investments which are not readily marketable is not disproportionate to the Subscriber’s net worth, the Subscriber’s investment in the Series C Preferred Units will not cause such overall commitment to become excessive, and the investment is suitable for the Subscriber when viewed in light of the Subscriber’s other securities holdings and the Subscriber’s financial situation and needs.

2.7 Adequate Means. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal contingencies.

2.8 Newly Formed; Risk Factors. The Subscriber recognizes that the Company is newly formed and that any investment in the Company involves substantial risk, and the Subscriber has evaluated and fully understands all risks in the Subscriber’s decision to purchase Series C Preferred Units hereunder, including, but not limited to, the Risk Factors.

2.9 No Review. The Subscriber understands that the offer and sale of the Series C Preferred Units have not been submitted to, reviewed by, nor have the merits of this investment been endorsed or approved by any state or federal agency, commission, authority or self-regulatory organization.

2.10 Company’s Businesses. The Subscriber understands the businesses in which the Company is engaged or proposes to be engaged in and the risks associated therewith.

2.11 Individual Subscriber. If the Subscriber is an individual, the Subscriber is at least eighteen (18) years of age and a bona fide resident and domiciliary (not a temporary or transient resident) of the state or country indicated on the signature page hereof and the Subscriber has no present intention of becoming a resident of any other state or jurisdiction.

2.12 Non-Individual Subscriber. If the Subscriber is not an individual, the Subscriber is domiciled in the state or country indicated on the signature page hereof, has no present intention of becoming domiciled in any other state or jurisdiction and is an “Accredited Investor” or an “Institutional Investor” as defined under the “Blue Sky” or securities laws or regulations of the state in which it is domiciled, as applicable.

2.13 Local Standards. The Subscriber otherwise meets any special suitability standards applicable in the Subscriber’s state or country of residence or domicile.

2.14 Accredited Investor. The Subscriber is an “accredited investor” as that term is defined and used under Regulation D and which definition is set forth on Exhibit C attached hereto and represents that the information provided in the Accredited Investor Questionnaire, attached as Exhibit E hereto, and any exhibits attached thereto, are true and correct.

2.15 Bad Actor Disqualifying Event. The Subscriber represents and warrants that as of the date hereof, the Subscriber is not and has not been the subject of any Bad Actor Disqualifying Event that would require disclosure in the Company’s offering documents, and represents that the information provided in the Bad Actor Questionnaire, attached hereto as Exhibit F hereto, and any exhibits attached thereto are true and correct, and hereby agrees to promptly notify the Company if the undersigned becomes aware of a Bad Actor Disqualifying Event after the date of this Agreement and through the termination date of the Offering.

2.16 True and Correct. All of the written information pertaining to the Subscriber which the Subscriber has heretofore furnished to the Company, and all information pertaining to the Subscriber which is set forth in this Agreement, including all representations and warranties made by the Subscriber, is correct and complete as of the date hereof and, if there should be any material change in such information hereafter, the Subscriber shall promptly furnish such revised or corrected information to the Company. The Subscriber otherwise meets any special suitability standards applicable to the Subscriber’s state of residence.

2.17 No Inconsistent Oral Statements or Written Materials. The Subscriber has not been furnished with any oral representation or oral information or written materials in connection with the Offering that is in any way contrary to or inconsistent with, statements made in this Agreement and the attachments hereto.

2.18 Communication of Offer. The Subscriber is not purchasing the Series C Preferred Units as a result of any advertisement, article, notice or other communication regarding the Series C Preferred Units published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

3. Representations, Warranties and Agreements of the Subscriber.

The Subscriber hereby represents, warrants and agrees as follows:

3.1 Organization and Standing of the Subscriber. If the Subscriber is an entity, such Subscriber is a corporation, partnership or other entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate power to own its assets and to carry on its business.

3.2 Authority; Enforceability. The Subscriber has the requisite power and authority to enter into and perform this Agreement and to purchase the Series C Preferred Units being sold to it hereunder. The execution, delivery and performance of this Agreement by the Subscriber and the consummation by it of the transaction contemplated hereby has been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of the Subscriber or its board of directors, stockholders, partners, members, as the case may be, is required. This Agreement and other agreements delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by the Subscriber and constitutes, or shall constitute when executed and delivered, valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity; and the Subscriber has full corporate power and authority necessary to enter into this Agreement and such other agreements and to perform its obligations hereunder and under all other agreements entered into by the Subscriber relating hereto.

3.3 No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby or relating hereto do not and will not (i) result in a violation of the Subscriber’s charter documents or bylaws or other organizational documents or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which the Subscriber is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Subscriber or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on the Subscriber). The Subscriber is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or to purchase the Series C Preferred Units in accordance with the terms hereof, provided that for purposes of the representation made in this sentence, the Subscriber is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.

3.4 No Governmental Review. The Subscriber understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

3.5 Securities Registration. The Subscriber understands that the Series C Preferred Units has not been registered under the Securities Act or related laws and regulations or any other applicable securities laws of any other jurisdiction (collectively, the “Securities Laws”). The Subscriber understands that it, he or she has no rights whatsoever to request, and that the Company is under no obligation whatsoever to furnish, a registration of the Series C Preferred Units under the Securities Laws.

3.6 Confidentiality. The Subscriber understands and hereby acknowledges and agrees that all of the information appearing herein and otherwise provided to the Subscriber in connection with the purchase of the Series C Preferred Units made hereby is confidential and that the Subscriber and the Subscriber’s representatives and agents may not disclose such information to any person that is not a party to the transactions contemplated hereby.

3.7 Investment Company Act. The Subscriber understands that the Company has not been registered as an investment company under the Investment Company Act in reliance upon an exemption from registration provided by Section 3(c)(1) thereunder (which exemption is generally available only to an issuer, the securities of which are beneficially owned by not more than 100 persons as defined in the Investment Company Act). The Subscriber hereby further represents and warrants that it is not a participant-directed defined contribution plan.

3.8 Additional Information. The Subscriber understands that that he, she or it may, at the Company’s discretion, and in compliance with the Jumpstart Our Business Startups Act legislation enacted by the President of the United States on April 5, 2012, be required to provide current financial and other information to the Company to enable it to determine whether he, she or it is qualified to purchase the Series C Preferred Units.

4. Representations, Warranties and Agreements of the Company.

The Company hereby represents, warrants and agrees as follows:

4.1 Organization and Standing. The Company was organized under the laws of the State of Delaware on September 24, 2019. The Company’s business address on the date hereof is 5511 Reynolds Road, Austin TX 78749. The Company has the requisite limited liability company power to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted.

4.2 Authorization and Power. The Company has the requisite limited liability company power and authority to execute and perform this Agreement. This Agreement has been duly executed and delivered by the Company and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

5. Transfer Restrictions.

5.1 General. The Subscriber represents that he/she/it understands that the sale or transfer of the Series C Preferred Units is restricted and that:

(a) No Registration. The Series C Preferred Units has not been registered under the Securities Act or the laws of any other jurisdiction by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws, and that the Company’s reliance on such exemptions is predicated on the accuracy and completeness of the Subscriber’s representations, warranties, acknowledgments and agreements herein. The Series C Preferred Units cannot be sold or transferred by the Subscriber unless subsequently registered under applicable law or an exemption from registration is available. The Company is not required to register the Series C Preferred Units or to make any exemption from registration available.

(b) Opinion. The right to sell or transfer any of the Series C Preferred Units will be restricted as described in this Agreement which include restrictions against sale or transfer in violation of applicable securities laws, the requirement that an opinion of counsel be furnished that any proposed sale or transfer will not violate such laws and other restrictions and requirements.

(c) No Public Market. There will be no public market for the Series C Preferred Units and the Subscriber may not be able to sell the Series C Preferred Units. Accordingly, the Subscriber must bear the economic risk of the Subscriber’s investment in the Series C Preferred Units for an indefinite period of time.

5.2 Legend. The Subscriber acknowledges that the certificates representing the Series C Preferred Units, if issued by the Company, will bear the a legend substantially in the form of the following:

“THIS SERIES C PREFERRED UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THIS SERIES C PREFERRED UNITS, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE LENDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THE BORROWER, IS AVAILABLE.”

5.3 Sale Requirements. The Subscriber agrees that he/she/it will not offer to sell, sell or transfer the Series C Preferred Units or any part thereof or interest therein without registration under the Securities Act and applicable state securities laws or without providing to the Company an opinion of counsel acceptable to the Company that such offer, sale or transfer is exempt from registration under the Securities Act and under applicable state securities laws or otherwise in violation of this Agreement, the Operating Agreement or any of the Company’s other governing documents.

6. Representations and Warranties Regarding Verification of Subscription Funds.

Before making the following representations and warranties, the Subscriber should check the Office of Foreign Assets Control (“OFAC”) website at <http://www.treas.gov/ofac> with respect to federal regulations and executive orders administered by OFAC which prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals which are listed on the OFAC website. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth below. The Subscriber agrees to promptly notify the Company should the Subscriber become aware of any change in the information set forth in these representations.

The Subscriber represents and warrants that:

6.1 OFAC List Countries. The amounts invested by the Subscriber in the Company in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at <http://www.treas.gov/ofac>. In addition, the OFAC Programs prohibit dealing with individuals2 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists;

6.2 OFAC List Entity. To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs;

6.3 Account Freeze. The Subscriber understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of the Subscriber, either by prohibiting additional subscriptions from the Subscriber, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations;

6.4 Suspension of Redemption Right. The Subscriber acknowledges that the Company may, by written notice to the Subscriber, suspend the redemption rights, if any, of the Subscriber if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company’s service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs;

6.5 Senior Foreign Political Figure. To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a senior foreign political figure3, or any immediate family member4 or close associate5 of a senior foreign political figure, as such terms are defined in their respective footnotes;

6.6 Foreign Banks. If the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Subscriber receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate; and

6.7 Notification of Changes. The Subscriber understands, acknowledges and agrees that if the Subscriber becomes aware of any change in the information set forth in these representations that the Subscriber shall promptly notify the Company of such changes.

7. Subscription Irrevocable by Subscriber but Subject to Rejection by the Company.

7.1 Irrevocable by Subscriber. This Agreement is not, and shall not be, revocable by the Subscriber.

7.2 Company Termination or Withdrawal. The Company, in its sole discretion, has the right to terminate or withdraw the Offering at any time, to accept or reject subscriptions in other than the order in which they were received, to reject any subscription in whole or in part, to allot to the Subscriber less than the value of Series C Preferred Units subscribed for, and to return without interest the amount paid by the Subscriber.

7.3 Not Binding. The Subscriber understands and agrees that this Agreement is not binding upon the Company until the Company accepts it, which acceptance is at the sole discretion of the Company and is to be evidenced by the Company’s completion, execution and delivery of this Agreement, fully executed, to the relevant Subscriber.

7.4 Company Rejection. In the event of rejection of this subscription in whole (but not in part), or if the sale of the Series C Preferred Units subscribed for by the Subscriber is not consummated by the Company for any reason (in which event this Agreement shall be deemed to be rejected), this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription shall thereafter have no force or effect and the Company shall promptly cause to be returned to the Subscriber the Purchase Price remitted by the Subscriber, without interest thereon or deduction therefrom. If this subscription is accepted in part, the Company shall promptly cause to be returned to the Subscriber that portion of the Purchase Price remitted by the Subscriber which represents payment for the Series C Preferred Units for which this subscription was not accepted, without interest thereon or deduction therefrom.

8. Indemnification.

The Subscriber hereby indemnifies and holds harmless the Company, its members, managers, officers, directors, agents, employees, advisors, affiliates and successors from and against all liability, damage, claims, losses, costs and expenses (including reasonable attorneys’ fees) which it may incur by reason of the failure of the Subscriber to fulfill any of the terms and conditions of this Agreement, or by reason of any breach of the representations and warranties made by the Subscriber herein or in any document provided by the Subscriber to the Company or any of its affiliates.

9. Miscellaneous.

9.1 Notices. All notices, demands, requests, consents, approvals and other communications that may or are required to be given by either party to the other party hereunder shall be deemed to be sufficient if in writing and (i) delivered in person, (ii) delivered and received by facsimile, if a confirmatory mailing in accordance herewith is also made, (iii) duly sent by registered mail return receipt requested and postage prepaid, or (iv) duly sent by overnight delivery service, in each case as addressed to such party at the address set forth below:

If to the Company, to:

TOWNBRIDGE CAPITAL LLC 5511 REYNOLDS ROAD AUSTIN, TX 78749

With a copy to the 3rd Party Administrator: Industry FinTech Inc

20900 NE 30th Ave, Suite 510 Aventura, FL 33180

If to the Subscriber:

To the address listed on the Signature Page

All notices, demands, requests, consents, approvals and other communications shall be deemed to have been received (i) at the same time it was personally delivered, (ii) on the receipt of delivery by facsimile if accompanied by a confirmatory mailing, (iii) five (5) days after mailing via registered mail return receipt requested whether signed for or not, to the foregoing persons at the addresses set forth above or (iv) the next day when sent by overnight delivery service. The above shall constitute service despite rejection or other refusal to accept or inability to deliver because of changed address for which no notice has been received.

9.2 Construction; Governing Law. All issues and questions concerning the construction, validity and interpretation of this Agreement and all matters pertaining hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

9.3 Consent to Jurisdiction. THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LITIGATED SOLELY IN THE VENUE AND JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF DELAWARE. THE PARTIES HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY COURT LOCATED WITHIN THE STATE OF DELAWARE, WAIVE PERSONAL SERVICE OF PROCESS AND AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO THE PARTIES AT THE ADDRESS STATED IN THE NOTICE PROVISIONS OF THIS AGREEMENT, AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT. THE PREVAILING PARTY(IES) IN ANY SUCH ACTION OR PROCEEDING SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS’ FEES AND COSTS FROM THE OTHER PARTY(IES).

9.4 Waiver of Jury Trial. THE PARTIES HERETO, HAVING BEEN REPRESENTED BY COUNSEL, EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY EITHER PARTY OR ANY SUCCESSOR OR ASSIGN OF EITHER PARTY (a) UNDER THIS AGREEMENT OR ANY RELATED AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THIS AGREEMENT OR (b) ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH PARTY AGREES THAT IT WILL NOT ASSERT ANY CLAIM AGAINST THE OTHER PARTY ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

9.5 Construction. In construing this Agreement, the singular shall be held to include the plural, the plural shall include the singular, the use of any gender shall include every other and all genders, and captions and paragraph headings shall be disregarded.

9.6 Severability. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, section or sections, or subsection or subsections had not been inserted.

9.7 Section Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of any provisions of this Agreement.

9.8 Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile transmission) and by the several parties hereto in separate counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

9.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated hereby and supersedes all prior agreements, understandings, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended or modified in any way except by a written instrument executed by each of the parties.

The undersigned Subscriber hereby agrees to purchase ________ Series C Preferred

Units, at an aggregate Purchase Price of US$  ________ to the provisions of Section 1.3 hereof.

Date:

Residence/Domicile:

and is tendering such amount pursuant

Signature of Subscriber

Print Name of Subscriber

Number and Street City/State/Zip

Country

Social Security/Taxpayer Identification Number(s):

The Company hereby accepts the foregoing subscription for _________ Series C Preferred Units

TOWNBRIDGE CAPITAL LLC

By:
Name: Aaron Levy 

Title: Manager