SUBSCRIPTION AGREEMENT

Transcription

1 SUBSCRIPTION AGREEMENT Name of Investor: Home Town Farms LLC 9921 Carmel Mountain Road #157 San Diego, CA Re: Membership Units in Home Town Farms LLC (the "Units") Investor: 1. Subscription. The undersigned hereby tenders this subscription and subscribes to purchase of Membership Interest (the "Units") of Home Town Farms LLC (the "Company") in the amount indicated below, pursuant to the terms of this Subscription Agreement. The undersigned further sets forth information upon which the Company may rely to determine the suitability of the undersigned to purchase said Units. The undersigned understands that the Units are being offered in a private offering, being made pursuant to certain securities law exemptions which depend in part upon the accuracy and truthfulness of the information provided by the undersigned. In connection with this subscription, the undersigned represents and warrants that the personal, business and financial information contained herein is complete and accurate, and presents a true statement of the undersigned's financial condition. 2. Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: (i) The undersigned is purchasing the Units subscribed for herein for investment purposes, for the undersigned's own account only, with no intention or view to distributing the Units or any participation or interest therein. (ii) The undersigned has been provided a copy of the Operating Agreement and the first Amendment in the form attached, has carefully reviewed the Operating Agreement and understands that the rights and privileges of the undersigned s interest in the Company and in the Units will be governed by the Operating Agreement. (iii) The undersigned has received a copy of the Investment Memorandum, Due Diligence list and Financials, and has reviewed them carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned's investment, and to make an informed decision and protect the undersigned s own interests relating thereto; or the undersigned has utilized the services of the purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the Page 1 of 10

2 undersigned's investment, and to make an informed decision and protect the undersigned s own interests relating thereto. (iv) The undersigned has a preexisting personal or business relationship with the managers or other members of the Company. (v) The undersigned has evaluated the risks of this investment in the Company and has determined that the investment is suitable for him or her. The undersigned has adequate financial resources for an investment of this character, and at this time the undersigned could bear a complete loss of his or her investment. The undersigned understands that any investment in the Company is subject to significant risks and that there is no readily available market in which to sell the units. The undersigned understands that any projections contained in the investment memorandum, due diligence list and financials are mere estimates and may not reflect the actual results of the Company's operations. (vi) The undersigned is an Accredited Investor as that term is defined in the Securities Act of 1933, as amended. The undersigned has checked the appropriate box which applies to him or her: INDIVIDUAL INVESTORS MUST INITIAL AT LEAST ONE OF THE FOLLOWING STATEMENTS: (a) (initial) I certify that I am an Accredited Investor" because I have an individual net worth, or my spouse and I have a combined individual net worth, of at least $1,000,000. For purposes of this paragraph, "net worth" means the excess of total assets at fair market value (excluding the undersigned s primary residence) over total liabilities (other than indebtedness secured by the undersigned s primary residence). (b) (initial) I certify that I am an Accredited Investor because I had individual income in excess of $200,000 in each of the two most recent years or joint income with my spouse in excess of $300,000 in each of those years, and have a reasonable expectation of reaching the same income level in the current year. For purposes of this Questionnaire, "individual income" means adjusted gross income as reported for federal income tax purposes less any income attributable to a spouse or property owned by a spouse; increased by the following amounts: (I) the amount of tax exempt interest received; (ii) the amount of losses claimed as a limited partner in a limited partnership; (iii) any deduction claimed for depletion; (iv) amounts contributed to an IRA or Keogh retirement plan; (v) alimony paid; and (vi) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code. TRUSTS THAT ARE ACCREDITED MUST INITIAL AT LEAST ONE OF THE FOLLOWING STATEMENTS: (a) (initial) On behalf of the trust, I hereby certify that the trust has a net worth of at least $5,000,000. On behalf of the trust, I also certify that the trust was not formed for the specific purpose of investing in the Company and that the investment in the Company is directed by a Person who has such knowledge and experience in Page 2 of 10

3 financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment. (b) (initial) On behalf of the trust, I hereby certify that all beneficial owners of equity in the trust qualify as Accredited Investors as defined under item 2(vi)(a) or 2(vi)(b) above. (Investors qualifying by this section must also initial item 2(vi)(a) or 2(vi)(b) above and may be required to furnish additional information.) COMPANIES, CORPORATIONS, OR OTHER ENTITIES THAT ARE ACCREDITED, WHICH ARE NOT TRUSTS, MUST INITIAL AT LEAST ONE OF THE FOLLOWING STATEMENTS: (a) (initial) On behalf of the investor, I hereby certify that the investor has a net worth of at least $5,000,000. (b) (initial) On behalf of the investor, I hereby certify that all equity owners of the investor qualify as Accredited Investors as defined under item 2(vi)(a) or 2(vi)(b) above. (Investors qualifying by this section must also initial item 2(vi)(a) or 2(vi)(b) above and may be required to furnish additional information.) (vii) The undersigned understands that the Units are not being registered under the Securities Act of 1933, as amended (the 1933 Act ), on the ground that the issuance thereof is exempt under Section 4(2) of the 1933 Act as a transaction by an issuer not involving any public offering, and that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned's representations and warranties, and those of the other subscribers. (viii) The undersigned understands that the Units are not being registered under the securities laws of certain states on the basis that the issuance is exempt as an offer and sale not involving a public offering in such state. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned's representations and warranties and those of other subscribers. The undersigned covenants not to sell, transfer or otherwise dispose of the Units unless such Units have been registered under the applicable state securities laws, or an exemption from registration is available. (ix) The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units and it not likely that any public market for the Units will develop; (b) it may not be possible to liquidate the investment readily; (c) the undersigned must bear the economic risk of his or her investment in the units for an indefinite period of time because the Units have not been registered under the 1933 Act or state law and, therefore, cannot be sold unless they are subsequently registered under the 1933 Act and applicable state law or an exemption from such registration is available; (d) a legend as to the restrictions on transferability of the Units referred to herein will be imprinted on the document evidencing the Units, and (e) a notation in the appropriate records of the Company will be made with respect to any restrictions on transfer of the Units. (x) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units have been made within the state indicated below his Page 3 of 10

4 signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. (xi) The undersigned has relied solely upon independent investigations made by him or his purchaser representative with respect to the units subscribed for herein, and no oral or written representations have been made to the undersigned. (xii) The undersigned agrees not to transfer or assign this subscription or any interest therein. (xiii) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. (xix) If the undersigned is a partnership, corporation, or trust, it has been duly formed, validly exists, has full power and authority to make this investment and enter into this Subscription Agreement, and had not been formed for the specific purpose of investing in the Company. This Subscription Agreement and all other document executed in connection with this Subscription Agreement and all other documents executed in connection with this subscription for the Units are valid, binding and enforceable agreements of the undersigned. (xx) The undersigned meets any additional suitability standards and/or financial requirements which may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and he or she is not a minor. 3. Operating Agreement. The undersigned hereby agrees to be bound by the terms and conditions of the Company s operating agreement (the Operating Agreement ). The Units will be issued, and the undersigned will become a member of the Company, upon the execution and delivery by the Company and the undersigned of both this Agreement and the Operating Agreement. 4. Disclosures and Risk Factors PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS SUBSCRIPTION AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, AGENTS, REPRESENTATIVES OR EMPLOYEES, AS INVESTMENT, LEGAL, TAX OR ACCOUNTING ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN ATTORNEY, ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX, ACCOUNTING AND OTHER RELATED MATTERS CONCERNING THE PURCHASE OF THE UNITS. ANY REPRODUCTION OR DISTRIBUTION OF THIS SUBSCRIPTION AGREEMENT, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS STRICTLY PROHIBITED. THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL TO, OR A SOLICITATION OR AN OFFER TO BUY FROM, ANYONE IN ANY STATE OR IN Page 4 of 10

5 ANY OTHER JURISDICTION IN WHICH SUCH A OFFER OR SOLICITATION IS NOT AUTHORIZED. EXCEPT AS OTHERWISE INDICATED, THIS SUBSCRIPTION AGREEMENT SPEAKS AS OF THE DATE HEREOF. NEITHER THE DELIVERY OF THIS SUBSCRIPTION AGREEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY AFTER THE DATE HEREOF. THIS SUBSCRIPTION AGREEMENT AND OTHER DOCUMENTS GIVEN TO THE INVESTOR CONTAINS CERTAIN INFORMATION ABOUT THE COMPANY'S BUSINESS PROSPECTS AND FINANCIAL PROJECTIONS. THESE ARE ONLY PROSPECTS AND PROJECTIONS BASED UPON THE ASSUMPTIONS SET FORTH IN THIS SUBSCRIPTION AGREEMENT, INVESTMENT MEMORANDUM, DUE DILIGENCE LIST AND FINANCIAL MODELS. PROJECTIONS BY THEIR NATURE ARE UNRELIABLE PREDICTORS OF FUTURE PERFORMANCE AND CANNOT BE RELIED UPON, AND THEY ARE BASED UPON ASSUMPTIONS WHICH THEMSELVES ARE HIGHLY SPECULATIVE. EACH PROSPECTIVE INVESTOR MUST COMPLY WITH ALL LAWS AND REGULATIONS APPLICABLE TO IT IN FORCE IN AND UNDER THE LAWS OF THE UNITED STATES AND THE STATE OF CALIFORNIA AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED TO BE OBTAINED BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE UNITS UNDER THE LAWS AND REGULATIONS APPLICABLE TO IT IN FORCE IN SAID JURISDICTIONS, AND THE COMPANY HAS NO RESPONSIBILITY THEREFOR. THIS SUBSCRIPTION AGREEMENT DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE IN INVESTIGATING THE COMPANY. EACH PROSPECTIVE INVESTOR MUST RELY ON HIS OR HER OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION WITH RESPECT TO THE UNITS. THE CONTENTS OF THIS SUBSCRIPTION AGREEMENT SHOULD NOT BE CONSTRUED BY PROSPECTIVE INVESTORS AS INVESTMENT, TAX OR LEGAL ADVICE. PRIOR TO MAKING AN INVESTMENT DECISION REGARDING THE UNITS, A PROSPECTIVE INVESTOR SHOULD CONSULT HIS OR HER OWN COUNSEL, ACCOUNTANTS AND OTHER ADVISORS AND CAREFULLY REVIEW AND CONSIDER THIS ENTIRE SUBSCRIPTION AGREEMENT. EACH INVESTOR, PRIOR TO HIS OR HER PURCHASE OF THE UNITS OFFERED HEREBY, SHALL HAVE THE OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, A REPRESENTATIVE OF THE COMPANY AT ITS PRINCIPAL OFFICE DURING BUSINESS HOURS, CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING, AND TO OBTAIN ANY ADDITIONAL INFORMATION WHICH THE COMPANY POSSESSES OR CAN ACQUIRE WITHOUT UNREASONABLE EFFORT OR EXPENSE THAT IS NECESSARY TO VERIFY THE ACCURACY OF INFORMATION FURNISHED IN THIS SUBSCRIPTION AGREEMENT. PROSPECTIVE INVESTORS WHO WISH TO OBTAIN ANY SUCH INFORMATION SHOULD CONTACT DAN GIBBS, HOME TOWN FARMS, LLC, SUITE 157, 9921 CARMEL MOUNTAIN RD, SAN DIEGO, CA (858) Page 5 of 10

6 THERE IS NO PUBLIC OR OTHER MARKET FOR THE UNITS OFFERED HEREBY; NOR WILL SUCH A MARKET DEVELOP IN THE FORESEEABLE FUTURE. FOR THESE REASONS, AND BECAUSE THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, AN INVESTOR WILL BE REQUIRED TO RETAIN OWNERSHIP OF THE UNITS AND BEAR THE ECONOMIC RISK OF INVESTMENT IN THE UNITS FOR AN INDEFINITE PERIOD OF TIME. THIS OFFERING IS SUBJECT TO WITHDRAWAL, CANCELLATION OR MODIFICATION WITHOUT NOTICE. THE COMPANY RESERVES THE ABSOLUTE RIGHT TO SELECT THE INVESTORS TO WHOM THE UNITS WILL BE SOLD AND TO REJECT ANY SUBSCRIPTION OR INVESTMENT IN WHOLE OR IN PART. THIS SUBSCRIPTION AGREEMENT INCLUDES CERTAIN INFORMATION OBTAINED FROM TRADE AND STATISTICAL SERVICES AND PUBLICATIONS, AND FROM OTHER SOURCES. ALTHOUGH THE COMPANY HAS OBTAINED THIS INFORMATION FROM SOURCES IT BELIEVES TO BE RELIABLE, THE COMPANY HAS NOT INDEPENDENTLY VERIFIED THIS INFORMATION, AND THERE CAN BE NO ASSURANCE AS TO ITS ACCURACY. THIS SUBSCRIPTION AGREEMENT AND OTHER DOCUMENTS HANDED TO THE INVESTOR FROM HOME TOWN FARMS CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF THE COMPANY, INCLUDING, WITHOUT LIMITATION, STATEMENTS CONCERNING THE COMPANY S STRATEGIC PLANS, THE SCOPE OF THE COMPANY S INTELLECTUAL PROPERTY PROTECTION, ANTICIPATED EXPENDITURES, THE NEED FOR ADDITIONAL FUNDS AND OTHER EVENTS AND CIRCUMSTANCES DESCRIBED IN TERMS OF THE COMPANY S EXPECTATIONS OR INTENTIONS. USE OF THE WORDS "ANTICIPATES," "BELIEVES," "ESTIMATES," "EXPECTS," "INTENDS," "PLANS" AND SIMILAR EXPRESSIONS HEREIN ARE INTENDED TO IDENTIFY FORWARD- LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD- LOOKING STATEMENTS. SUCH FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THE EARLY STAGE OF DEVELOPMENT AND LIMITED OPERATING HISTORY OF THE COMPANY, RISKS RELATED TO THE COMPANY S NEW AND UNCERTAIN TECHNOLOGY AND BUSINESS, COMPETITION, DEPENDENCE ON FURTHER INVESTMENT IN THE COMPANY, PROTECTION OF THE COMPANY S INTELLECTUAL PROPERTY THROUGH PATENTS AND TRADE SECRETS, AND OTHER RISKS DISCUSSED UNDER THE HEADINGS "RISK FACTORS" AND "BUSINESS," AS WELL AS IN THIS SUBSCRIPTION AGREEMENT GENERALLY. ALL OF THESE FORWARD-LOOKING STATEMENTS ARE BASED ON ESTIMATES AND ASSUMPTIONS MADE BY THE COMPANY WHICH ARE INHERENTLY UNCERTAIN. THEREFORE, RELIANCE SHOULD NOT BE PLACED UPON SUCH ESTIMATES AND STATEMENTS. NO ASSURANCE CAN BE GIVEN THAT ANY OF SUCH ESTIMATES OR STATEMENTS WILL BE REALIZED, AND IT IS LIKELY THAT ACTUAL RESULTS WILL DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. Page 6 of 10

7 5. Dilution. Investor Members may incur dilution to the extent that more Units are sold in this Offering than presently anticipated. Specifically, Investor Members face the prospect of substantial dilution that may result from additional capital raising necessary to accomplish the goals and objectives of the Company. The Operating Agreement permits the Managing Members, [with the consent of a Majority Interest of Members (defined in the Operating Agreement as the Percentage Interest of Members which, taken together, exceeds 51% of the aggregate of all Percentage Interests),] to admit Members to the Company on such terms, as the Managing Members deems appropriate, to raise additional capital needed to operate and expand the business. Actual calculation of such dilution can only be made when such capital is raised and the sale is closed. The Company does plan on raising more capital but cannot predict a value for the company or anticipate the cost of additional capital at this time and, if closed, may require substantially different pricing and/or classes of equity participation. The Company at some point in the future will do a reverse stock split. 6. Indemnification. The undersigned hereby agrees to indemnify and hold harmless the Company, and all of its affiliates, attorneys, accountants, employees, officers, directors, shareholders, members, and agents from any liability, claims, costs, damages, losses or expenses incurred or sustained by them as a result of the undersigned's representations and warranties herein being untrue or inaccurate, or because of a breach of this agreement by the undersigned. 7. Taxpayer Identification Number/Backup Withholding Certification. Unless a subscriber indicates to the contrary on the Subscription Agreement, he or she will certify that his taxpayer identification number is correct and, if not a corporation, IRA, Keogh, or Qualified Trust as to which there would be no withholding, he or she is not subject to backup withholding on interest or dividends. If the subscriber does not provide a taxpayer identification number certified to be correct or does not make the certification that the subscriber is not subject to backup withholding, then the subscriber may be subject to twenty percent (20%) withholding on interest or dividends paid to the holder of the units. 8. Assignment. Neither party to this Subscription Agreement may assign this Subscription Agreement without the written consent of all of the other parties hereto. 9. Amendments. This Subscription Agreement may be amended at any time by the written agreement and consent of the parties hereto. 10. Governing Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of California. 11. Disputes. In the event of any dispute among the parties arising out of this Subscription Agreement, shall be subject to binding arbitration conducted by the Judicial Arbitration and Mediation service ( JAMS ) in San Diego County, CA. The prevailing party as determined by the arbitration shall be entitled to recover from the non-prevailing party the reasonable expenses of the prevailing party, including, without limitation, reasonable attorneys fees. Page 7 of 10

8 12. Entire Agreement. This Agreement and the Operating Agreement constitute the entire agreement and understanding among the parties pertaining to the subject matter hereof and supersede any and all prior agreements, whether written or oral, relating thereto. 13. Counterparts. This Subscription Agreement may be executed in two or more counterparts, all of which, when taken together, shall constitute one and the same instrument. 14. The Offer. Home Town Farms, LLC, a California Limited Liability Company is offering for sale up to 22,330,681 Membership Units at a purchase price of $0.07 per Unit. The Company is looking to raise a total of $1,575,000 from "accredited investors" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. The minimum investment by an Investor permitted in the Offering is $25,000 (357,143 Units), unless a smaller purchase is approved by the Company. Only the Company will sell the Units being offered. The Company reserves the right to close the offering at any point, regardless of whether the 22,330,681 memberships units have been sold or not, and the persons whose subscriptions have then been accepted by the company will become members in the Company and will be issued units for the amount subscribed by them. The Company also reserves the right to accept subscriptions for units in excess of 22,330,681. If you purchase Units in this offering, then subject to meeting the qualifications applicable to all investors, you will be permitted to invest in the next capital raise offering ("Next Offering") conducted by the Company. You will be permitted to purchase at least that number of units or other securities offered in the Next Offering which will maintain the same proportionate ownership interest that you own in the Company as of the closing of the Next Offering compared to the proportionate ownership interest that you own in the Company as of the closing of this offering. The Company after Closing round B of this Offering assuming the sale of all 22,330,681Units in this Offering will have a total of 26,584,144 Units outstanding. Total Current Outstanding Units Total Pre-Funding Valuation 4,253,463 $300,000 Total Units Post Offering Post Funding Valuation Price Per Unit Price per Unit Post Earn Back Offered Units 26,584,144 $1,875,000 $0.071 $ ,330,681 Group Round A % of Units Round B % of Units Total Units HTF Founder Group 59.51% 9.52% 2,531,313 Specialty Nutrition Group 19.84% 3.17% 843,771 Round A 20.65% 3.30% 878,379 Round B* 0.00% 63.10% 16,774,158 Managers Earn Back 0.00% 17.14% 4,556,522 Total % % 26,584,144 *Effective price of $0.094 per Unit if managers completes all earn back milestones. Page 8 of 10

9 15. Managers Earn Back Agreement. As part of this offering Home Town Farms has entered into an Earn Back Agreement with Daniel Gibbs and Michael Castro (Managers). 16. Escrow The funds that are invested in Home Town Farms LLC will be broken down into two parts; 10% will be released to the Company upon execution of the agreement and 90% will be held in escrow on mutually agreeable terms until the Company has raised a total of $1,575,000 to start the first Retail Farm. The amount of Units equivalent to the amount of funds held in escrow will also be held in escrow and will be released upon and in portion to the escrow funds released to the Company. Investor will have the ability to get their escrowed money back if Home Town Farms cannot raise the $1,575,000 or for whatever reason farm 1 is not able to be started. The undersigned has (have) executed this Subscription on this day of, 2014 at. (City and state) Signature(1) Signature (2) Print Name(1) Print Name (2) Social Security or Tax ID Number Street Address City, State & Zip Social Security or Tax ID Number Street Address City, State & Zip TOTAL SUBSCRIPTION: Dollar Amount $ Number of Units [THE SIGNATURE PAGE CONTINUES ON THE NEXT PAGE] Page 9 of 10

10 PLEASE MAKE CHECKS PAYABLE TO: HOME TOWN FARMS, LLC Send Check To: Home Town Farms, LLC 9921 Carmel Mountain Road #157 San Diego, CA OR To Wire Funds: Wells Fargo Bank N.A. Wire Routing # Bank ACT# Home Town Farms LLC. Well Fargo Bank mailing address: 420 Montgomery San Francisco, CA MANNER IN WHICH TITLE IS TO BE HELD: Individual Property Separate Property Community Property* Tenants in Common* Join Tenancy with Right to Survivorship* Corporate or partnership** Trust or Fiduciary Capacity (trust documents to accompany this form) Fiduciary of a Minor Other (Please indicate) * Signature of all parties required **In the case of partnership, state names of all partners. SUBSCRIPTION ACCEPTED: Home Town Farms, LLC By: CEO Date [FINAL SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT] Page 10 of 10