ALPINE FAMILY ENTERTAINMENT PARKS 1, LLC SUBSCRIPTION AGREEMENT

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1 Exhibit C ALPINE FAMILY ENTERTAINMENT PARKS 1, LLC SUBSCRIPTION AGREEMENT 1

2 SUBSCRPTION AGREEMENT FOR ALPINE FAMILY ENTERTAINMENT PARKS 1, LLC INSTRUCTIONS In considering this investment, investors should rely on their own examination of the issuer and the offering. Investors are directed to the Confidential Offering Memorandum (the Memorandum ) tendered by the Company along with this Subscription Agreement. The Company will rely on the investor s representations in this document in accepting this subscription. Alpine Family Entertainment Parks 1, LLC (the Company ) and the undersigned Investor(s) (the Investor ) hereby agree as follows. Section 1. The Offering 1.1 Nature of the Offering. The Company is offering 9,000,000 Class A Membership Units (hereinafter Units ) representing $9,000,000 in invested capital at a price of $1.00 per unit. Unless the Company has received and approved subscriptions for the purchase of at least one hundred thousand (100,000) Units, the offering will terminate and the funds will be returned to the investors, without interest or deduction. In that event, if the Investor s subscription has already been accepted, the Investor s funds will be returned and the Subscription Agreement will be cancelled. 1.2 Offerees. The Offering is being made to qualified investors. The Company and the Investor agree that any delivery to the Investor of documents relating to the Offering prior to determination by the Company of the Investor s qualification as a qualified investor will not constitute an offer of securities until such determination is made. Section 2. The Subscription 2.1 Subscription and Agreement to Purchase. The Investor hereby irrevocably subscribes for and agrees to purchase the number of Membership Units indicated above his or her signature at a purchase price of $1.00 per Membership Unit, upon the terms and conditions of the Offering set forth in this Agreement and in the Memorandum. 2.2 Company s Acceptance or Rejection of Subscription. The Company may accept this Subscription up to ten days after its tender for all or any portion of the Membership Units subscribed for, which will not be deemed issued until this Subscription Agreement has been executed by the Investor and countersigned by the Company. The Company reserves the right to reject this Subscription, in whole or in part, for any reason and at any time prior to its acceptance, and return the Investor s payment in an amount proportionate to the extent of the rejection, without interest or deduction. 2.3 Termination of the Agreement. If the Company rejects this Subscription in full, or if the sale of the Membership Units is not consummated by the Company for any reason, this Subscription Agreement and the accompanying Alpine Family Entertainment Parks 1, LLC Operating Agreement ( the Operating Agreement ) will thereafter have no force or effect and the Company will promptly return to the Investor the entire purchase price, without interest or deduction. Section 3. Acceptance and Release of Offering Proceeds Offering Proceeds will be segregated by the Company in a separate non-interest bearing account until a minimum of $100,000 has been received by the Company. At that point, the funds will be released to the Company for all production and other business operations, the Investors will be admitted as Members of the Company, and the Company will deliver promptly to the Investors fully executed copies of the Operating Agreement. Offering Proceeds received after the minimum has been raised will be placed immediately in the Company s operating account(s) and may be spent by the Company without further delay. 1

3 Section 4. Investor Representations and Warranties In order to induce the Company to issue the Membership Units, the Investor acknowledges, represents and warrants to the Company the following General Warranty of Facts Represented. The Investor represents and warrants that the information relating to him stated herein is true and complete as of the date hereof and will be true and complete as of the date on which the Investor s purchase of Membership Units becomes effective. If, prior to the completed purchase and sale of such Membership Units, there should be any change in such information or if any of such information becomes incorrect or incomplete, the Investor agrees to notify the Company and supply the Company promptly with corrective information. 4.2 Authority. The Investor has full power and authority to enter into this Agreement. If the Investor is a corporation, partnership, trust, or other entity, it is authorized and qualified to be an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. 4.3 Investment Intent. The Investor is acquiring the Member ship Units for his or her own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to resale or distribution. 4.4 The Investor s Financial Ability and Understanding. The Investor has the financial ability to bear the economic risk of this investment and has adequate means for providing for current needs and contingencies without resort to this investment. The Investor, or his or her purchaser representative if any, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and the Investor has had the opportunity to seek independent advice regarding its suitability and legal and tax implications. 4.5 Offering Materials and Information. The Investor has received and read the Memorandum and the exhibits included therein and fully understands them, either on his own or with the assistance of purchaser representatives or other advisors. The Investor has had reasonable opportunity to inquire of the Company as to the terms and conditions of the Offering and the business and operations of the Company. The Investor agrees to keep the Memorandum and all other offering materials entirely confidential, both during this Offering and thereafter, and to refrain from sharing them or their substance with anyone not privy to this transaction, with the exception of the Investor s legal, tax and financial advisors for the sole purpose of receiving their advice about this Offering. In the event that the Investor s subscription is not accepted, Investor agrees to: (i) keep completely confidential any and all documents received from the Company, not copy such documents in paper, electronic, or other form, and not share them or their substance with any other person, except legal and financial advisors; (ii) return all of said documents to the Company, including any physical copies in his or her possession or the possession of advisors; (iii) delete any digital copies of such documents that are under his or her control, regardless of where they reside (hard drive, thumb drive, server, disk, or other storage media of any kind); and (iv) if requested by the Company, confirm in writing or by that he or she has fulfilled the foregoing obligations. 5. Indemnification The Investor hereby agrees to indemnify and hold harmless the Company and its managers, officers, owners, employees, agents, and attorneys against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities), whether or not resulting in any liability or whether incurred by the indemnified party in an action or proceeding between the indemnitor and indemnified party or between the indemnified party and any third party to which any such indemnified party may become subject, insofar as such losses, claims, demands, liabilities and expenses (a) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by the Investor and contained herein, or (b) arise out of or are based upon any breach by the Investor of any representation, warranty, or agreement made by the Investor herein. 6. Documents 6.1 Documents Tendered. The Investor herewith tenders signed copies of the following documents: (a) The Alpine Family Entertainment Parks 1, LLC Subscription Agreement (b) The Alpine Family Entertainment Parks 1, LLC Operating Agreement 2

4 (c) Check payable in the amount of $1.00 per Unit being purchased. 7. Miscellaneous Provisions 7.1 Integrated Agreement. This Subscription Agreement, together with the Operating Agreement, constitutes the entire agreement between the parties and supersedes all prior oral and written agreements between the parties. This Subscription Agreement may only be changed, waived, discharged, or terminated by a statement in writing signed by the party to be charged. 7.2 Binding Effect. This Subscription Agreement is binding upon and inures to the benefit of the parties and their respective heirs, executors, personal representatives, successors and assigns. If the undersigned Investor is more than one person, their obligation will be joint and several and the agreements, representations, warranties and acknowledgments herein contained will be deemed binding upon each such person and his or her heirs, executors, personal representatives, successors, and assigns. This Agreement is not transferable or assignable by the Investor. 7.3 Survival of Representations, Warranties and Agreements. The representations, warranties and agreements contained herein will survive the issuance of the Membership Units purchased pursuant to this Agreement. 7.4 Severability. In the event any parts of this Subscription Agreement are found to be void or unenforceable, the remaining provisions of this Subscription Agreement are nevertheless binding with the same effect as though the void or unenforceable parts were deleted. 7.5 Notices. All notices and other communications required or permitted by this Subscription Agreement shall be in writing and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service, costs prepaid; (b) sent by facsimile or with confirmation of transmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested. 7.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Execution may be by physical or electronic signature. Delivery of signature pages by scanning and ing or by facsimile shall be binding on both parties. 7.7 Governing Law and Jurisdiction. This Subscription Agreement will be deemed to have been made and delivered in Delaware, and shall be governed by and construed and interpreted in accordance with the laws of the of the State of Delaware. (SIGNATURE PAGES FOLLOWS) 3

5 SIGNATURE PAGE FOR INDIVIDUAL INVESTORS (If signing for a company or entity, please use separate signature page for Entity Investors.) Check manner in which the Membership Units are to be held: Individual Ownership Tenants in Common (Both parties should sign.) Joint Tenants with Right of Survivorship. (Both parties should sign.) Community Property Primary Investor s Residence Address: City: State/Province: Zip: Tel: Cell: Fax: Social Security/Insurance Number: Number of Membership Units Subscribed for: at $1.00 per unit. ALL INDIVIDUAL INVESTORS MUST SIGN, PRINT NAME AND DATE BELOW FOR THE COMPANY: The foregoing Subscription Agreement is hereby accepted by the undersigned. Alpine Family Entertainment Parks 1, LLC By: Alpine Entertainment Inc., Manager By: Benjamin C. Foster, Manager 4

6 SIGNATURE PAGE FOR ENTITY INVESTORS (If signing as an Individual, please use separate signature page for Individual Investors.) Name of Entity: Address of Principal Office: Telephone: Fax: Social Security/Insurance or Taxpayer Identification Number: Type of Entity: Limited Partnership; General Partnership; Corporation; IRA; Employee Benefit Plan; Trust; LLC; Other If Other, please Indicate: Date and State of formation or incorporation: Describe the business of the Entity: Executive officers or trustees authorized to act with respect to investments by the Entity: Name Position Number of Membership Units Subscribed for: at $1.00 per Unit. FOR THE INVESTOR: Title: FOR THE COMPANY: The foregoing Subscription Agreement is hereby accepted by the undersigned. Alpine Family Entertainment Parks 1, LLC By: Alpine Entertainment Inc., Manager By: Benjamin C. Foster, Manager 5

CIRCOM DEVELOPMENT CORPORATION CONVERTIBLE PROMISSORY NOTE SUBSCRIPTION AGREEMENT

CIRCOM DEVELOPMENT CORPORATION CONVERTIBLE PROMISSORY NOTE SUBSCRIPTION AGREEMENT Circom Development Corporation 6511 119 th Avenue East Puyallup, Washington 98372 Gentlemen: The undersigned ( Investor