1 SUBSCRIPTION AGREEMENT OFFERING OF SHARES OF COMMON STOCK OF HOSPITALITY REALTY CORPORATION THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DE VELOP FOLLOWING THIS OFFERING. THE SHARES OF COMMON STOCK (THE “SHARES”) OF HOSPITALITY REALTY CORPORATION (THE “COMPANY”) SUBJECT TO THIS SUBSCRIPTION AGREEMENT (THIS “SUBSCRIPTION AGREEMENT”) ARE SECURITIES WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURI TIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS . THE SECURITIES HAVE N OT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OT HER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED (COLLECTIVELY A “TRANSFER”) TO ANY PERSON AT ANY TIME IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. OTHER THAN IN THE E VENT OF AN EFFECTIVE REGISTRATION STATEMENT OR AS REQUIRED BY LAW, THE COMPANY MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, APPROVE OR DISAPPROVE SUCH TRANSFER. THE SECURITIES MAY ONLY BE PURCHASED BY PERSONS WHO ARE “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT). THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THIS SUBSCRIPTION AGREEMENT, ANY PRIVATE PLACEMENT MEMORANDUM OR ANY OF THE OTH ER MATERIALS AVAILABLE ON THE COMPANY’S WEBSITE OR TRANSFER.LY (COLLECTIVELY, THE “OFFERING MATERIALS”) OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND 2 OTHER PROFES SIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT. THE OFFERING MATERIALS MAY CONTAIN FORWARD - LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS P LAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD - LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD - LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD - LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD - LOOKING STATEMENTS, WHICH SP EAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD - LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. TH E INFORMATION CONTAINED IN THE OFFERING MATERIALS MAY CHANGE OR VARY AFTER THE LAUNCH DATE. THE COMPANY UNDERTAKES TO MAKE AVAILABLE TO EVERY INVESTOR DURING THE COURSE OF THIS TRANSACTION AND PRIOR TO SALE OF SECURITIES THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING AND TO OBTAIN ANY APPROPRIATE ADDITIONAL INFORMATION NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THE OFFERING MATERIALS. THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED. THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPA RED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY. THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PO RTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE. 3 AMOUNT OF INVESTMENT (i nsert amount not less than $50,000): $ ___________ to purchase ________ Shares (not less than four (4) shares) at $12,500 per Share Send the total amount of your investment (the “Subscription Amount”) by bank wire transfer or ACH bank processing to the C ompany as follows: 1 st Century Bank 1875 Century Park East #100 Los Angeles, California 90067 Routing No. 122243761 for credit to Hospitality Realty Corp. Account No. 6013021621 1. SUBSCRIPTION (a) The undersigned (the “Purchaser”) hereby subscribes to purchase the number of Shares in the Company inserted above, for the aggregate price inserted above, all in accordance with the terms and conditions of the Offering Materials, as the same may be amended or supplemented from time to time. The rights of the Shares are as set forth in the Company’s Articles of Incorporation, attached as Exhibit B to the Private Placement Memorandum dated August 20, 2019. (b) By executing this Subscription Agreement, Purchaser acknowledges that Purchaser has received this Subscrip tion Agreement, a copy of the Offering Materials and any other information required by the Purchaser to make an investment decision. (c) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated or revoked. The Purchaser a grees to become a shareholder of the Company if the Company, in its sole and absolute discretion, accepts any portion of this subscription. This subscription is not transferable or assignable by the Purchaser. (d) This subscription may be accepted or rejected in whole or in part by the Company in its sole and absolute discretion. In addition, the Company, at its sole discretion, may allocate to the Purchaser only a portion of the number of Shares the Purchaser has s ubscribed for. The Company will notify the Purchaser whether this subscription is accepted (whether in whole or in part) or rejected. If this subscription is rejected, the Purchaser’s funds shall be returned to the extent of such rejection, without interes t, charge or deduction and all of the Purchaser’s obligations hereunder shall terminate . This subscription shall be binding on the Company only upon acceptance by the Company and to the extent of such acceptance. (e) The aggregate number of Shares sold shall not exceed 100 (the “Maximum Offering”). The Company may accept subscriptions until December 31, 2019, unless otherwise extended by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date 4 (each a “Closing Date”). (f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) is not consummated for any rea son, this Subscription Agreement shall have no force or effect, except for Section 8(j) hereof, which shall remain in force and effect. (g) Neither the execution nor the acceptance of this Subscription Agreement alone constitutes the Purchaser as a shareholde r of the Company. This is an agreement to purchase the Shares on a when issued basis; and the Purchaser will become a Shareholder only when the Purchaser’s funds are transferred to the operating account of the Company and after all other procedural requir ements of the offering of the Shares (this “Offering”) have been completed. Until that time, the Purchaser shall have only the rights set forth in this Subscription Agreement. (h) The Purchaser’s rights and responsibilities will be governed by the terms and c onditions of this Subscription Agreement and the Memorandum. The Company will rely upon the information provided b y th e P u rchase r in this Subscription Agreement to confirm that the Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulati on D promulgated under the Securities Act. 2. GENERAL REPRESENTATIONS AND WARRANTIES By executing this Subscription Agreement, Purchaser (and, if Purchaser is purchasing the Shares subscribed for hereby in a fiduciary capacity, the person or persons for whom Purchaser is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of the Purchaser’s respective Closing Date(s) as follows: (a) I have received and read the Offering Materials, including the section titled “Risk Factors” in the Private Placement Memorandum related to the Offering, and I am familiar with the proposed business, operations, properties and financial condition of the Company. I understand that the Company is subject to all the risks that apply to early - stage companies, whether or not those risks are explicitly set out in the Offering Materials. I have relied solely upon the Offering Materials and independent investigations made by me or my represent ative with respect to my investment in the Shares. I had the opportunity to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and had the opportunity to review the Company’s operations an d facilities. I also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. No oral or written representations beyond the Offering Materials have been made to m e or been relied upon by me. (b) I understand that the Company has no prior financial and operating history. I have been furnished with such financial and other information concerning the Company and its business as I consider necessary in connection with the investment in the Shares. I have been given the opportunity to discuss any questions and concerns with representatives of the Company. 5 (c) I acknowledge that the price of the Shares was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. I further acknowledge that future offerings of Shares may be made at lower valuations, with the result that my investment will bear a lower valuation. (d) I am purchasing the Shares for my own account (or for a trust if I a m a trustee), for investment purposes only and not with a view or intention to resell or distribute the same. I have no present intention, agreement or arrangement to divide my participation with others or to resell, assign, transfer or otherwise dispose o f all of part of the Shares, or to do so after the passage of a certain amount of time. (e) I or my investment or other professional advisors have such knowledge and experience in financial and business matters such that I can evaluate the risks of the prospe ctive investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel and/or advisors regarding the tax considerations of purchasing the Shares an d investing in the Company. (f) I have carefully reviewed and understand the risks of investing in the Shares, as set forth in the Offering Materials. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I acknowledge and agree that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will ever exist. I further acknowledge that my financial condition is suc h that I am not under any present necessity or constraint to dispose of the Shares to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity i n my investment and can afford to lose my entire investment in the Shares. (g) I have been advised that the Shares have not been registered under the Securities Act or qualified under any state securities laws, on the basis, among others, that no public offer ing of the Shares is being effected and the Shares will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of Section 4(a)(2) of the Securities Act or under the Rules and Regulations of th e Securities and Exchange Commission. (h) I have all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on my part required for the lawful exec ution and delivery of this Subscription Agreement and other agreements required hereunder (including internal authorizations) have been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Subscription Agreement and ot her agreements required hereunder will be my valid and binding obligations, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting en forcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies. (i) I represent that I am an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. I represent and warrant that my responses in Section 5 hereto concerning me are true and correct. I represent that, to the extent I had any questions 6 with respect to my status as an accredited investor, or the application of the investment limits, I had s ought professional advice. (j) There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement bind ing upon Purchaser. The undersigned will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out - of - pocket expenses) arising in connection with any such claim. All information which I have furnished in this Subscription Agreement, concerning myself, my financial position, and my knowledge of financial and business matters is correct, current and compete and does not fail to omit a material fact with respect thereto. 3. PURCHASE PROCEDURE The purchase price for the Shares shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Purchaser shall deliver a signed copy of this Subscription Agreement ( which may be executed and delivered electronically), along with payment for the aggregate purchase price of the Shares via cashier’s check, wire transfer, or electronic funds transfer via ACH to an account designated by the Company on page 3 of this Subscr iption Agreement, or by any combination of such methods. 4. PATRIOT ACT AND ANTI - MONEY LAUNDERING REPRESENTATIONS (a) The undersigned represents that all evidence of identity provided is genuine and all related information furnished is accurate. (b) The undersigned agrees to provide any information deemed necessary by the Company, in its sole and absolute discretion, to com ply with any applicable anti - money laundering and anti - terrorist financing program(s) and related responsibilities. The Undersigned acknowledges that the Company may require additional information about the Underlying Investor (defined below) and/or any pe rson or entity representing the Underlying Investor in order to comply with applicable law. The undersigned agrees promptly to provide any such information required by law. (c) You MUST initial either (i) or (ii) below : (i) __________________ The unders igned is acquiring the Shares for its own account, risk and beneficial interest, and, additionally: • is not acting as agent, representative, intermediary/nominee or in any similar capacity for any other person; • does not have any intention or obligation to sell, distribute, assign or transfer all or a portion of the Shares to any other person; and 7 • no other person will have a beneficial or economic interest in the Shares, or any portion thereof; or (ii) __________________ The undersigned is an investor intermediary investing in its own name on behalf of other investors, which, for these purposes , may include, without limitation, an introducing firm, an asset aggregator, a nominee or a fund of funds; and, additionally: • is subscribing for Shares as a record owner in its capacity as ( circle one of the following ) [agent / representative / nominee] on behalf of one or more investors (“Underlying Investors”), and agrees that the representations, warranties and covenants made in this Subscription Agreement are made by it on behalf of itself and the Underlying Investors; and • has all requisite power a nd authority from the Underlying Investors to execute and perform the obligations under this Subscription Agreement; • has carried out investor identification procedures with regard to all Underlying Investors; and • has established the identity of all Und erlying Investors, holds evidence of such identities and will make such information available to the Company upon request. (d) The undersigned understands that the Company prohibits any investment in the Company by or on behalf of the following persons (each , a “Prohibited Investor”): • A person, country, territory or entity whose name appears on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; • A foreign shell bank (a bank without a physical presence in any country a nd as defined in the U.S.A. PATRIOT Act); • A “senior foreign political figure”, or any “immediate family” member or “close associate” of a senior foreign political figure. (A “senior foreign political figure” is defined as a senior official in the executi ve, legislative, administrative, military or judicial branches of a non - U.S. government (whether elected or not), a senior official of a major non - U.S. political party, or a senior executive of a non - U.S. government - owned corporation. In addition, a “senio r foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. “Immediate family” of a senior foreign political figure typically includes the figure’s parent s, siblings, spouse, children and in - laws. A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial U.S. and non - U.S. financial transactions on behalf of the senior foreign political figure); and • Any other person or entity that the Company in its sole and absolute discretion determines to be a Prohibited Investor. The undersigned represents and warrants that neither the Underlying Investor, nor any person controlling, controlled by, or under comm on control with it, nor any person having a beneficial interest in it, is a Prohibited Investor. The undersigned agrees promptly to notify the Company of any change in information affecting this representation. 8 (e) The undersigned acknowledges that if the U nderlying Investor is, or the Company reasonably believes that the Underlying Investor is, a Prohibited Investor, the Company may be obligated to freeze the investment, including by segregating the assets constituting the investment in accordance with appl icable regulations or by prohibiting distributions to the Purchaser, or the investment may be immediately redeemed by the Company, and neither the undersigned nor the Underlying Investor shall have any claim against the Company, its directors, officers, ot her employees, agents, representative or any of their affiliates, for any form of damages as a result of the aforementioned actions. The undersigned further acknowledges that as part of the Company’s responsibility for protection against money laundering, the Company and its appointed agents may require additional information including detailed verification of the identity of the Purchaser. The undersigned agrees that, upon request of the Company, it will provide such information as the Company may require to satisfy applicable anti - money laundering laws and regulations, including without limitation, the Underlying Investor’s anti - money laundering policies and procedures, background documentation relating to its directors, trustees, settlors and beneficial o wners, and audited financial statements, if any. 5. INVESTOR ELIGIBILITY AND SUITABILITY STANDARDS This Offering is being made in reliance on exemptions from the registration and qualification requirements of the Securities Act and applicable state securiti es laws. The Company will accept subscriptions to purchase Shares only from persons who are “accredited investors” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. An “accredited investor” is defined by Rule 501 (a) of Regulation D as ( you MUST initial in the space(s) provided, as applicable to you ): ___ 1. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in exces s of $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in the current year; ___ 2. Any natural person whose individual net worth or joint net worth, with that person’s spouse, at the time of their purcha se exceeds $1,000,000, excluding the value of such person’s primary residence; ___ 3. Any bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934 (the “Exchange Act”); any insurance company as defined in Section 2(13) of the Exchange Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company (SBIC) licensed by the U.S. Small Business Administration under Secti on 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is ei ther a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self - directed plan, with investment decisions made solely by persons who are a ccredited investors; 9 ___ 4. Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940; ___ 5. Any organization described in Section 501(c)(3)(d) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; ___ 6. Any director or executive officer, or general partner of the issuer of the securities bei ng sold, or any director, executive officer or general partner of a general partner of that issuer; ___ 7. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is dire cted by a sophisticated person as described in Section 506(b)(2)(ii); or ___ 8. Any entity in which all the equity owners are accredited investors as defined above. 6. VERIFICATION OF ACCREDITED INVESTOR STATUS After the Purchaser fully completes, executes and delivers this Subscription Agreement and remits the full Subscription Amount in accordance with the requirements hereof, the Purchaser will be contacted by Verify Investor, LLC (“Verify Investor”), which ha s been appointed by the Company as its exclusive agent, to verify the Purchaser’s accredited status through a secure on - line process. The Company will pay all expenses associated with this verification; there is no charge to the Purchaser. Verification of accredited investor status is mandatory and cannot be waived. Any Purchaser who declines to have his or her accredited investor status verified, or whose accredited investor status is not verified by Verify Investor, will not be permitted to invest in the Company. The Purchaser understands and agrees as follows: (a) as required by Rule 506(c) of Regulation D under the Securities Act, all Purchasers in this Offering must have their accredited investor status verified before the Purchaser’s subscription can b e reviewed and accepted; (b) third - party verification of a Purchaser’s accredited investor status is mandatory and cannot be waived; (c) the Company will identify a third - party verification service for this Offering, which will be the exclusive means of verifyi ng a Purchaser’s accredited investor status; (d) the expenses for verification of accredited investor status are the personal responsibility and obligation of the Purchaser unless the Company has made other arrangements; (e) it is the responsibility of the Purchaser alone to cooperate with all requests for documentation necessary for the third - party verification of accredited investor status; and (f) any Purchaser who does agree to submit all documentation required to comply with Rule 50 6(c) and have such person’s accredited investor status verified, or whose accredited investor status is not verified by Verify Investor (or any other agent appointed by the Company), shall not be allowed to invest in the Company, in which case the amount o f such Purchaser’s subscription shall be returned without interest. 10 7. AGREEMENT TO REFRAIN FROM RESALE The Purchaser agrees not to Transfer any Shares unless and until prior to any such action: (a) A registration statement on Form S - 1 under the Securities Act (or any other form appropriate for the purpose under the Act or any form replacing any such form) with respect to the securities proposed to be so disposed of shall be then effective and such disposition shall have been appropriately qualified to the exten t required, in accordance with applicable state securities laws; or (b) (i) The Purchaser shall have furnished the Company with a detailed explanation of the proposed disposition, (ii) the Purchaser shall have furnished the Company with an opinion of the Purchaser's counsel in form and substance satisfactory to the Company to the effect that such disposition will not require registration of such securities under the Securities Act or qualification of such securities under any other securities laws, and (ii i) counsel for the Company shall have concurred in such opinion and the Company shall have advised the Purchaser of such concurrence. Notwithstanding the foregoing, the Company may approve or disapprove any such Transfer in its sole and absolute discretion if in its opinion such Transfer would not be lawful; or (c) Unless such Transfer is required by operation of law or valid court order, including without limitation estate laws and domestic relations orders. 8. MISCELLANEOUS (a) CHOICE OF LAW: This Subscription Agreement will be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law. (b) ENTIRE AGREEMENT : This Subscription Agreement constitutes the entire agreement between and among the parti es and may be amended only by written agreement between and among all parties. (c) BINDING ARBITRATION : Any dispute, claim or controversy arising out of or relating to this Subscription Agreement or the breach, termination, enforcement, interpretation or vali dity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in County of Los Angeles, State of California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures or pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdi ction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. (d) TERMINATION OF AGREEMENT: If this subscription is rejected, in whole or in part, by the Company, then, to the extent rejected, (i) this Subscription Agreement shall be null and void and of no further force and effect; (ii) no party shall have any rights against any other party; and (iii) the Company shall promptly request that the Escrow Agent return the funds delivered with this Subscription Agreement without interest, charge or deduction. 11 (e) TAXES. There is no discussion of the Federal or state income tax considerations arising from investment in the Company set forth in the Memorandum. The Federal income tax c onsiderations to the Purchaser of investment in the Company will depend on individual circumstances. There can be no assurance the Internal Revenue Code of 1986, as amended (the “Code”), or the Regulations under the Code will not be amended in a manner adv erse to the interests of the Purchaser or the Company. All Purchasers are strongly advised to obtain independent advice regarding the tax consequences of the purchase of the Shares and an investment in the Company under Federal and applicable state tax law s, or the tax laws of other jurisdictions for Purchasers subject to other tax jurisdictions. (f) DULY AUTHORIZED. If the Purchaser is a corporation, limited liability company, partnership, trust or other entity, the individuals signing in its name and on its behalf are duly authorized to execute and deliver this Subscription Agreement on behalf of such entity, and the purchase of the Shares by such entity will not violate any law or agreement by which it is bound. (g) SHARES WILL BE RESTRICTED SECURITIES. The Pur chaser understands that the Shares will be "restricted securities" as that term is defined in Rule 144 under the Securities Act and, accordingly, the Shares must be held indefinitely unless they are subsequently registered under the Securities Act and, to the extent required, under applicable state securities laws, or exemptions from such registration are available. In the event of any such resale, the Company may require an opinion of counsel satisfactory to the Company. The Purchaser understands that t he Company is under no obligation to register any of the Shares under the Securities Act or to qualify any of the Shares under any state securities laws. (h) STOCK CERTIFICATES TO CONTAIN RESTRICTIVE LEGEND. Any stock certificate or other document issued to evidence ownership of the Shares will bear standard, restrictive legends notifying prospective purchasers of the Transfer restrictions set forth above, and the Company will not permit the Transfer of any Shares or recognize the Transfer of any Shares on th e books and records of the Company in violation of such restrictions. (i) SUCCESSORS. This Subscription Agreement and the representations, warranties and agreements contained herein shall be binding on the Purchaser's directors, officers, other employees, agents, successors, assigns, heirs, legal representatives and other affiliates and shall inure to the benefit of the r espective successors and assigns of the Company and its directors, officers, other employees, agents, representatives and other affiliates. If the Purchaser is more than one person, the obligations of all of them shall be joint and several, and the represe ntations and warranties contained herein shall be deemed to be made by and to be binding upon each such person and his/her/its respective heirs, executors, administrators, successors and assigns. (j) INDEMNIFICATION. The representations, warranties and covena nts made by the Purchaser herein shall survive the closing of this Subscription Agreement. The Purchaser shall indemnify and defend the Company and its directors, officers, other employees, agents, representatives and other affiliates from and against any and all liability, damage, cost or expense (including attorneys’ fees) arising out of or in connection with: (i) Any inaccuracy in, or breach of, any of the Purchaser’s representations, 12 warranties, covenants or agreements set forth in this Subscription Agree ment or any other document or writing delivered to the Company; (ii) Any Transfer by the Purchaser of all or any of the Shares in violation of this Subscription Agreement or applicable law; or (iii) Any action, suit, proceeding or arbitration alleging any of the foregoing. (k) CHANGES IN INFORMATION . I will notify the Company promptly of any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscription. 9. FORM OF OWNERSHIP Please indicate th e form in which you will hold title to your interest, please consider carefully. Once your subscription is accepted, a change in the form of title constitutes a Transfer of the Shares and will therefore be restricted by the terms of the Securities Act and this Subscription Agreement. Purchasers should seek the advice of an attorney in deciding in which of the forms to take ownership of the Shares because different forms of ownership can have varying gift tax, estate tax, income tax and other consequences. ( ) INDIVIDUAL OWNERSHIP (one signature required). ( ) COMMUNITY PROPERTY (one signature required if interest held in one name, i.e., managing spouse; two signatures required if interest held in both names). ( ) JOINT TENANTS WITH RIGHT TO SURVIVORSHIP (not as tenants in common)(both or all parties must sign). ( ) TENANTS IN COMMON (both or all parties must sign). ( ) GENERAL PARTNERSHIP (fill out all documents in the name of the partnership, by a partner authorized to sign). ( ) LIMITED PARTNERSHIP (fill out all documents in the name of the limited partnership by a general partner authorized to sign, and include a copy of the Certificate of Limited Partnership – LP1). ( ) LIMITED LIABILITY COMPANY (fill out all documents in the name of the limited liability company by the manager or managing member authorized to sign and include a copy of the Articles of Organization – LLC - 1.) ( ) CORPORATION (fill out all documents in the name of the corporation, by the President and Secretary, and include a certified corporate resolution authorizing the signature). ( ) TRUST (fill out all documents in the name of the trust, by the trustee, and include a copy of the instrument creating the trust and any other documents necessary to show that the investment by the trustee is authorized). The date of the trust must appear on the notarial where indicated. 13 ( ) IRA or KEOGH plan (fill out all documents in the name of the IRA or Keogh plan, by the beneficiary). The documents must also be executed by the custodian of the plan. 14 10. IDENTIFYING INFORMATION Individual purchaser(s): Name of Purchaser : Social Security No.: - - Date of Birth: / / Name of Co - Purchaser : Social Security No.: - - Date of Birth: / / Name of Co - Purchaser : Social Security No.: - - Date of Birth: / / Family Trust purchaser: Exact name of Family Trust: Federal Tax Identification No. Address (including City, State, and Zip) Please print in the space below the EXACT name the Purchaser desires on the account and the address for any correspondence and notices. Exact Name(s) Street Address City, State, and Zip Code Email Address Phone Number 15 Corporate purchaser: Name of Corporation: Federal Tax Identification No. State and date of incorporation Partnership or other business entity purchaser: Name of Partnership or other business entity: Federal Tax Identification No. State and date of organization For corporation, business trust, investment company, partnership or other business entity: Fiscal year end: Principal place of business Phone number of business What is the entity’s net worth, on a consolidated basis, according to its most recent audited financial statement? Company Pension or Profit Sharing Plan purchaser: Exact Name of the Plan: Name(s) of the Trustee(s): Trustee’s State Residency: Federal Tax Identification No. State and date of organization Describe and set forth the value of the assets of the Plan or Trust: ________________________ 16 Please identify the person(s) with investment control over the Plan or Trust assets and that person’s state of residence. Please identify the person(s) responsible for the ministerial duties of administering the Plan or Trust (the Trustee) and that person’s state of residence. [Signature Page to Subscription Agreement follows ] 17 [ Signature Page to Subscription Agreement ] FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the Purchaser, intending to be legally bound, has executed this Subscription Agreement this day of , 2019. Name of Entity (if applicable)(printed or typed) Purchaser Signature Co - Purchaser Signature Name and title (if applicable) of person signing Name and title (if applicable) of person signing Co - Purchaser Signature Co - Purchaser Signature Name and title (if applicable) of person signin