SUBSCRIPTION TERMS

(Terms of the Purchase of Common Units pursuant to your Participation Election)

Participation Offeree: {full_name}

Email Address: {email}

The Participation Offeree agrees that its purchase of Common Units pursuant to its Participation Election shall be on the following terms:

  1. Definitions.  Capitalized terms used herein but not otherwise defined in these subscription terms (these “Subscription Terms”) shall have the meanings ascribed to them in the Confidential Participation Notice, or, if not defined in the Confidential Participation Notice, in the Operating Agreement.
  2. Subscription and Acceptance.
  1. On the terms and subject to the conditions hereof, the Confidential Participation Notice and the Participation Offeree’s Participation Election, the Participation Offeree hereby agrees to:
  1. make capital contributions to the Company, in respect of such Participation Offeree’s Participation Election in exchange for the issuance of Common Units, in amount as determined in accordance with the Participation Offeree’s Participation Election, by the Company to such Participation Offeree, at such time as is specified by the Board, anticipated to be on or about March 31, 2023  (the “Closing”); and
  2. become a Member of the Company (if not already a Member) and be bound by all the provisions of the Operating Agreement, as from time to time in effect.

The Common Units being issued by the Company to the Participation Offeree on the terms and conditions set out herein and in the Confidential Participation Notice and the Participation Offeree’s Participation Election are referred to in these Subscription Terms as the “Subscription Securities.”

  1. Representations and Warranties of the Company.  The Company represents and warrants to the Participation Offeree, as of the date hereof and as of the Closing, that:
  1. The Company is a limited liability company duly formed, legally existing and in good standing under the laws of the State of Delaware.  
  2. The Company has all requisite limited liability company power and authority to carry out all of the terms and provisions of the Confidential Participation Notice and Participation Election to be carried out by it, and to conduct its business. The performance by the Company of the transactions contemplated by the Confidential Participation Notice and the Participation Election has been duly authorized by all necessary action on its behalf.
  3. The Subscription Securities, when issued and upon payment of the purchase price therefor, will be duly authorized, validly issued and non-assessable.
  1. Representations and Warranties of the Participation Offeree.  The Participation Offeree represents and warrants, as of the date hereof and as of each Closing, that:
  1. Such Participation Offeree has full legal capacity, power and authority to execute and deliver the Participation Election and the Operating Agreement and to perform its obligations hereunder and thereunder. The Participation Election has been, and on or before the date hereof, the Operating Agreement will be, duly executed and delivered by such Participation Offeree and the Participation Election is, and on and after the date hereof, the Operating Agreement will be, the legal, valid and binding obligation of the Participation Offeree enforceable against it in accordance with the terms hereof.
  2. Such Participation Offeree has been advised that the Subscription Securities have not been registered under the Securities Act or any state securities laws and, therefore, none of those securities can be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Such Participation Offeree is aware that the Company is under no obligation to effect any such registration with respect to any such securities or to file for or comply with any exemption from registration. Such Participation Offeree is purchasing the Subscription Securities to be acquired by such Participation Offeree hereunder for its own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act.  
  3. Such Participation Offeree has such knowledge and experience in financial and business matters that the Participation Offeree is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. Such Participation Offeree understands that no federal or state agency has passed upon this investment or the Company, nor has any such agency made any finding or determination of fairness of this investment. Such Participation Offeree is an accredited investor as that term is defined in Regulation D under the Securities Act.
  4. Such Participation Offeree has had and continues to have an opportunity (i) to question, and to receive information from the Company concerning the Company and such Participation Offeree’s investment in the Company and (ii) to obtain any and all additional information necessary to verify the accuracy of any information which such Participation Offeree deems relevant to make an informed investment decision as to the purchase of the Subscription Securities.
  5. Such Participation Offeree acknowledges that the Company is effecting the Issuance in reliance upon such Participation Offeree’s representations and warranties in these Subscription Terms.
  1. Miscellaneous.
  1. Entire Agreement.  These Subscription Terms, together with the Confidential Participation Notice and the Participation Offeree’s Participation Election, and the other agreements referred to herein and therein set forth the entire understanding among the parties hereto with respect to the subject matter thereof.  
  2. Notices.  Any notices and other communications required or permitted in connection with the Issuance will be effective if in writing and delivered to the address referred to in Section 22.2 of the Operating Agreement.
  3. Amendment.
  1. These Subscription Terms can be amended or modified only by an instrument in writing signed by each of the Company and the Participation Offeree.
  2. No failure or delay by any party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided will be cumulative and not exclusive of any rights or remedies provided by law.
  1. Successors; Assignment.  The Confidential Participation Notice, the Participation Election and these Subscription Terms will bind and inure to the benefit of the Company and the Participation Offeree and each of their respective successors, assigns and heirs.  No Participation Offeree may assign any of such Participation Offeree’s rights hereunder or thereunder.
  2. Survival.  All covenants, agreements, representations and warranties made herein will survive the Closing hereof and transfer of any Subscription Securities.
  3. Operating Agreement.  The Participation Offeree hereby acknowledges receipt of a copy of the Operating Agreement and agrees to join, become a party to and be bound by the terms and provisions of the Operating Agreement and acknowledges and agrees that the Subscription Securities shall be subject to such Operating Agreement.
  1. Governing Law; Disputes.
  1. Governing Law.  The Confidential Participation Notice, the Participation Election and these Subscription Terms shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.
  2. Consent to Jurisdiction.  The Participation Offeree, by its making a Participation Election, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon the Confidential Participation Notice, the Participation Election or these Subscription Terms or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that the Confidential Participation Notice, the Participation Election or these Subscription Terms or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon the Confidential Participation Notice, the Participation Election or these Subscription Terms or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise.  The Participation Offeree hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address referred to in Section 22.2 of the Operating Agreement is reasonably calculated to give actual notice.
  3. Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, THE PARTICIPATION OFFEREE HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THE CONFIDENTIAL PARTICIPATION NOTICE, THE PARTICIPATION ELECTION OR THESE SUBSCRIPTION TERMS OR THE SUBJECT MATTER HEREOF OR THEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. THE PARTICIPATION OFFEREE ACKNOWLEDGES THAT THIS SECTION 6.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE COMPANY IS RELYING IN CONDUCTING THE ISSUANCE. THE PARTICIPATION OFFEREE AGREES THAT THE COMPANY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 6.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
  4. Reliance.  The Participation Offeree acknowledges that it has been informed by the Company that the provisions of this Section 6 constitute a material inducement upon which such the Company is relying in entering into the transactions contemplated by the Confidential Participation Notice and the Participation Offeree’s Participation Election.




PARTICIPATION ELECTION

(Less than Entire Participation Portion)

Participation Offeree: {full_name}

Email Address: {email}

The undersigned would like to purchase {purchase_units} UNITS in connection with the Issuance described in the Participation Notice, at a price per Common Unit of $3.44 and on the other terms and conditions set forth in the Subscription Terms included herewith, which amount is less than the undersigned’s Entire Participation Portion of Common Units.

The undersigned hereby declines to acquire any additional Common Units which may become available in connection with the Issuance described in the Participation Notice and hereby irrevocably waives all rights with respect to any rights to acquire such additional Common Units in connection with such Issuance.

Date: {date}

Signed: {signature}