THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS, NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE OR FOREIGN REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS AGREEMENT OR ENDORSED THE MERITS OF THIS AGREEMENT, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY SECTION 4(2) OF THE SECURITIES ACT AND REGULATION D THEREUNDER, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO US AND OUR COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of the date set forth on the signature page hereto, is by and between Oneder, Inc, A Florida C Corp (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 Common A Units (each, a “Common A Unit” and collectively, the “Common A Units”) at Ten Dollars ($10.00) per Common A 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 Common A Unit, including redemption rights, voting rights, ranking and dilution protections, are as outlined in the Term Sheet..

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 Common A 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 Common A Units set forth on the

signature page hereto at a purchase price of Ten Dollars and 00/100 ($10.00) per Common A 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 Common A Units subscribed for is equal to the number of Common A 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 into the Company’s operating account and following acceptance by the Company hereunder and payment by the Company of its costs and expenses, including organization and Offering expenses and commissions, if any, such funds will be used by the Company for expansion of current operations and development and launch of new products and general corporate purposes, including salaries. 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 Company, unless otherwise agreed to by the Company. The Subscriber shall be required to deliver to the Company the Purchase Price in cash by delivery of a certified check payable to the Company or by wire transfer of immediately available funds to the following account of the Company:

Bank: Bank of America
Name: ONEDER INC Acct #: 89150073681 Routing #:063100277

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

2

(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 Company shall have received the Purchase Price from the Subscriber; 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 Common A Units.

2.4 Own Account. The Subscriber is acquiring the Common A 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 Common A 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 Common A Units, the Subscriber’s investment in the Company will be highly illiquid and will have to be held indefinitely.

3

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 Common A 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 Common A Units hereunder, including, but not limited to, the Risk Factors.

2.9 No Review. The Subscriber understands that the offer and sale of the Common A 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

4

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 Common A Units as a result of any advertisement, article, notice or other communication regarding the Common A 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 Common A 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

5

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 Common A 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 Common A 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 Common A 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 Common A 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.

6

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 Common A 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 Florida on 6th February 2023. The Company’s business address on the date hereof is 200 Biscayne BLVD Way Unit 4110, Miami Florida 33131. 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 Common A Units is restricted and that:

(a) No Registration. The Common A 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 Common A 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 Common A Units or to make any exemption from registration available.

7

(b) Opinion. The right to sell or transfer any of the Common A 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 Common A Units and the Subscriber may not be able to sell the Common A Units. Accordingly, the Subscriber must bear the economic risk of the Subscriber’s investment in the Common A Units for an indefinite period of time.

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

“THIS COMMON A UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THIS COMMON A 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 Common A 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

8

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

1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.

2 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.

9

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 Common A 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

3 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior 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.

4 An “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.

5 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 domestic and international financial transactions on behalf of the senior foreign political figure.

10

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 Common A 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 Common A 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:

200 Biscayne BLDV WAY, Unit 4110 Miami, Florida, 33131

With a copy to the third-party administrator:

Industry FinTech Inc 20900 NE 30th Ave Suite 510
Aventura, FL 33180

If to the Subscriber:

11

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.

12

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.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

13

The undersigned Subscriber hereby agrees to purchase _________ Common A Units, at an aggregate Purchase Price of US$________ and is tendering such amount pursuant to the provisions of Section 1.3 hereof.

Date: _____________

Signature of Subscriber

Print Name of Subscriber

Residence/Domicile:

Social Security/Taxpayer Identification Number(s):

_____________________________

The Company hereby accepts the foregoing subscription for _______ Common A Units as of ______________.

ONEDER, INC

By:
Name: Anthony Puntoriero Title: CEO

EXHIBIT A TERM SHEET

SUMMARY OF PRINCIPAL TERMS FOR
PRIVATE PLACEMENT
OF UP TO
$3,000,000 OF COMMON A UNITS

ONEDER, INC

a Florida corporation

The terms and conditions set forth herein are subject to change and this non-binding term sheet (the “Term Sheet”) does not constitute an offer to purchase securities. The terms and conditions set forth herein are indicative only and subject to change based on market conditions. Moreover, the terms and conditions set forth are subject to customary legal review and due diligence review. Neither this Term Sheet nor any discussion or negotiation of the proposed transaction constitutes an agreement or obligation on the part of any person to purchase or sell securities of Oneder, Inc or enter into any agreement to purchase securities of the company.

ISSUER:
TYPE OF SECURITY:

Oneder, Inc, a Florida corporation (the “Company”).

The Company intends to offer its non-voting Common A Units up to 300,000 Units (the “Common A Units”) at Ten Dollars ($10.00) per Common A Unit in an aggregate amount of up to $3,000,000 (the “Series A Preferred Offering”) to investors (each, an “Investor” and together, the “Investors” or the “Common A Units Holders”), pursuant to the terms and conditions of a subscription agreement to be entered into by each Investor and the Company (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”). The Company reserves the right to raise more than $3,000,000 and offer more 300,000 Units in the Offering in its sole discretion without notice to Investors.

Capitalized terms used but not otherwise defined in this Term Sheet shall have the meaning set forth in the Subscription Agreement.

The purchase price shall be Ten Dollars and 00/100 ($10.00) per Unit (“Per Unit Price”). The minimum individual investment amount in the Offering is $50,000 for 5,000 Units.

The Common A Unit Offering will be an exempt private placement under federal and state securities laws and regulations. The Company may accept funds in this Offering in one or more Closings (defined below).

PURCHASE PRICE; MINIMUM/MAXIMUM INVESTMENT AMOUNTS:

THE OFFERING:

CLOSINGS:

CONDITIONS PRECEDENT TO CLOSE:

Each closing of a purchase and sale of the Common A Units shall be consummated on such date(s) as the Company accepts an Investor’s offer to purchase the Common A Units as evidenced by the Company’s counter-execution of the signature page to the Subscription Agreement for each such Investor and the return of a fully executed Subscription Agreement to the relevant Investor (each, a “Closing” and collectively, the “Closings”).

On or prior to the date of each Closing, the following shall have occurred: (i) the Investor shall have paid to the Company the Purchase Price by a bank cashier’s check or by wire transfer of immediately available U.S. funds; (ii) the Investor shall have delivered to the Company a dated and executed signature page to the Subscription Agreement, with all blanks properly completed; (iii) the Investor shall have delivered to the Company a dated completed and signed Accredited Investor Questionnaire, with all blanks properly completed; and (iv) the Purchaser shall have thoroughly reviewed the Subscription Agreement and the Risk Factors, the Term Sheet, and the Operating Agreement, each as attached to the Subscription Agreement.

The Company will use the proceeds of the Offering for general corporate and working capital purposes and investments in real estate and non-real estate opportunities as determined in the sole discretion of the Company as more particularly described in the Executive Business Plan Summary.

The Common A Units shall have no maturity date and will remain outstanding unless the Units are repurchased or mandatorily redeemed as set forth herein.

The Company will provide an unaudited financial report at the end of each fiscal year to its Members.

In the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or otherwise, after payment or provision for payment of the debts and other liabilities of the Company, the Series A Preferred Members shall be entitled to receive, before the Common Members or other classes of preferred units of the Company ranking junior thereto, out of the remaining net assets of the Company, the amount each Series A Preferred Member Capital Account in the Common A Units plus any accrued and unpaid Preferred Return through the date of payment. After such payment shall have been made in full to the Series A Preferred Members, or funds or assets necessary for such payment shall have been set aside in trust for the account of the Series A Preferred Members, so as to be and continue to be available therefor, the Series A Preferred Members shall be entitled to no further participation in such distribution of the assets of the Company.

USE OF PROCEEDS:

MATURITY:

FINANCIAL REPORT:

LIQUIDATION PREFERENCE:

VOTING RIGHTS:

SELLING COMPENSATION:

TRANSFER RIGHTS:

INVESTORS:

The Common A Units have pro rata voting rights based on the Investor’s percentage ownership. The Investors will have no managerial rights or voice in the Company.

The Company may utilize broker dealers or a placement agent to assist in raising the capital in connection with this Offering and in such event the Company would be paying standard compensation fees and expenses of any such broker dealer or placement agent.

Except as set forth in the Operating Agreement of the Company, no Common A Unit Holder may transfer its Units or any rights or interests therein without the prior consent of the Company, which consent may be withheld in the Company’s sole discretion.

Each Investor is required to be “accredited” as such term is defined under Securities and Exchange Commission Rule 501 of Regulation D. Each Common A Unit Holder will be required to execute a Subscription Agreement and an Accredited Investor Questionnaire and provide any other documentation which may be required for the Company to comply with the Jumpstart our Business Startups Act or the JOBS Act. In addition, Investors should have funds other than those invested in the Company adequate to meet their personal needs and contingencies and must be knowledgeable and experienced in financial and business matters generally. The manager of the Company may, in his sole discretion, decline to admit any prospective investor regardless of whether such person meets the foregoing suitability requirements.

This Term Sheet merely constitutes a statement of the intentions with respect to the transactions described herein and is not a legally binding document and the terms of the proposed transaction and information produced by the Company (whether written or verbal) shall remain confidential.

The Company and the Investors will each bear their own legal and other expenses with respect to the transactions contemplated herein.

The Units will be restricted as to transferability under state and federal laws regulating securities. The issuance of the Units will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other similar state statutes, in reliance upon exemptions from the registration requirements contained therein. Accordingly, the Units will be “restricted securities” as defined in Rule 144 of the Securities Act. As “restricted securities,” an Investor must hold them indefinitely and may not dispose or otherwise sell them without registration under the Securities Act and any applicable state securities laws unless exemptions form registrations are available. Moreover, in the event an Investor

NON-BINDING TERM SHEET; CONFIDENTIALITY:

EXPENSES:

RESTRICTIONS ON TRANSFER:

desires to sell or otherwise dispose of any of the Units, the Investor will be required to furnish the Company with an opinion of counsel acceptable to us that the transfer would not violate the registration requirements of the Securities Act or applicable state securities laws. Any certificate or other document evidencing the Securities will be imprinted with a conspicuous legend stating that the Securities have not been registered under the Securities Act and state securities laws, and referring to the restrictions on transferability and sale of the Units. In addition, the Company’s records concerning the Units will include “stop transfer notations” with respect to such Units.

[Remainder of Page Intentionally Left Blank]

EXHIBIT B RISK FACTORS

EXHIBIT B

CERTAIN RISK FACTORS

An investment in the Units offered hereby is highly speculative and involves a high degree of risk. An investment should be made only by investors who can afford the loss of their entire investment. Each prospective investor, prior to making an investment decision, should carefully consider the following Risk Factors in addition to, and in conjunction with, all of the other information provided in and with the Subscription Package to which these Risk Factors are attached and any other information provided to the prospective investor by the Company, including the other Exhibits attached thereto. The Risk Factors reflected below are not intended to be an exhaustive list of all risks involved, but merely a representative listing of certain of those risks currently contemplated by the Company

RISKS RELATED TO THE COMPANY AND THE MANAGER

We are a recently formed developmental stage company with no operating history and we have not yet generated any revenues or achieved profitability.
We are a developmental stage operation with no operating history upon which investors may base an evaluation of our potential future performance. As a result, there can be no assurance that we will be able to develop consistent revenue sources, or that our operations will become profitable even if we are able to invest the funds raised in this Offering in accordance with our business plans. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by entities in the early stages of development. Such risks include, but are not limited to, an evolving business model, developing the business plan, developing the business infrastructure and the management of growth. As development stage companies, we are also subject to risks and or levels of risk that are often greater than those encountered by companies with established operations and relationships. There can be no assurance that we will be successful in meeting these challenges and addressing such risks and the failure to do so could have a materially adverse effect on our business, results of operations and financial condition.

Day-to-day managerial control of the Company is vested in the management team, and the management team has very broad

management authority. The investors will NOT have the ability to participate in the management of the Company. Therefore, purchasers of the Units ability to participate in decisions made by the Company will be very restricted and holders of the Units may not agree with all decisions of its management.

Control of the Company is vested in the management team, and the management team is entitled to be compensated.
Full day-to-day management control over the Company rests with the management team, and the Investors lack any managerial control over the Company or investments. Therefore, our success is largely dependent on the management team for the day-to-day management of the business and investments. In addition, the management team, and consequently the Company, is currently dependent on the continued service and active advisory efforts of the management team. The

. All references to “we”, “our”, “us” and the

“Company” refer to Oneder, Inc, a Florida corporation.

Investors will have no rights in the day-to-day decision making of the Company and have no

voting rights.

The Company is a managed by its management team.

loss of the management team’s services, including if any services of the management team were to cease or lapse for any reason, may cause the Company to be adversely affected. The management team can be compensated and hire any staff as the management team deems appropriate and be compensated at the management team’s sole discretion in ordinary course of business to consummate and operate business While the management team intends that such services be provided at competitive market rates, such compensation was not determined through arm’s-length negotiation.

The Company’s success is dependent exclusively on the experience and industry knowledge of the management team.

The Company is dependent entirely on the efforts of the management team for strategic business direction, development and real estate and non-real estate investment experience. In addition, the success of the Company will be largely dependent on the management team for the day-to-day management of the business. The loss of its services, including the officers and other employees of the management team, may have a material adverse effect on the Company. Furthermore, the management team does not necessarily have direct experience in managing a vehicle of this kind and as a result their ability to be an effective management team of the Company or otherwise operate the business in a manner that maximizes profitability for the Company is questionable.

Our management team may have conflicts of interests.

Various actual or potential conflicts of interest may exist among our management team on one hand, and the Company on the other hand. These conflicts of interests may relate to management of the Company, the business, the Company’s affiliates, other investments and various other opportunities and scenarios that may arise in the future with the management team, including the right to control the Company, and the operation and disposition of the Company’s assets, the time, energy and investment opportunities that may be presented to the management team outside their duties with the Company.

Our management team may allocate time to other businesses.

Our management team members are contractors at present and not currently required to devote 100% of their time to Company affairs, which may result in a conflict of interest in allocating time between the Company’s operations and other businesses.

The Company may have a need for additional financing or change in business plan if the full offering amount is not raised.
The establishment of the business may cost more than that which is being raised in this Offering. There is no assurance that the Company will raise $3,000,000 let alone any monies needed in excess of that to accomplish the business plan. As such, the Company may have a need for additional financing. There can be no assurance that additional financing will be available or, if available, that it would be obtainable on acceptable terms. If the Company requires any such financing and is unable to procure it, then the Business may then have to curtail the scope of its amenities or change the planned scope of its operations, or otherwise adjust its business plan.

Local economic downturn and regional and national economic softness could materially and adversely affect our economic performance.
The economic performance of our investment in any real estate or other investments is subject to all of the risks related to adverse changes in national, regional and local economic and market conditions, including inflation, unemployment, and interest rates. Economic conditions could affect the extent and timing of our investment activities and the availability of investments, negatively impacting the Company’s ability to carry out its business or cause it to incur losses.
In the future there may be additional periods of relatively weak economic performance that could reduce demand in the marketplace for our products and services which may have a negative effect on our financial success.

Economic events may adversely impact our business and results of operations.

We are susceptible to weakness in the economy of the U.S. and around the world that could be harmful to our financial position and results of operations. Many parts of the world including the United States are undergoing economic instability. The impacts of instability in the world, downward credit rating of the United States, financial market weakness, lower consumer confidence, terrorist attacks and the United States’ participation in military actions may further exacerbate current economic conditions. In such events, it may reduce demand for our Business, thereby decreasing our potential revenues and negatively affecting our operating results.

Continued disruptions in the financial markets and uncertain economic conditions could adversely affect the value of our investments.
Disruptions in the financial markets and uncertain economic conditions could adversely affect the values of our investments through our ownership of the Company. In the recent past, turmoil in the capital markets has constrained equity and debt capital available for investment in real estate, resulting in fewer buyers seeking to acquire properties and possible increases in capitalization rates and lower property values. Furthermore, declining economic conditions could negatively impact real estate fundamentals and result in declining values in the real estate in which we invest for the Business. As a result, the values of our investments could decrease below the amount we invest; and we may not generate sufficient income to continue the Business as a going concern.

Our operating revenue may be insufficient to fund our operations.

If the business does not generate income sufficient to meet operating expenses, including debt service and capital expenditures, the Company’s income and ability to make payments to the Investors will be adversely affected. Income from the business may be adversely affected by the general economic climate, local conditions, a reduction in demand, or competition from other businesses. Increases in operating costs due to inflation and other factors may not be directly offset by increased revenue.

Our insurance policies may not provide adequate levels of coverage against all claims and we may incur losses that are not covered by our insurance.

We may maintain insurance of the type and in amounts that we believe is commercially reasonable and that is available to businesses in our industry but the management team may decide to elect not have insurance if management team determines that such insurance is not in the best interests of the Company in the management team’s sole discretion. We believe that the policy specifications and insured limits are adequate for foreseeable losses with terms and conditions that are reasonable and customary for similar properties and that our Business is insured within industry standards. Nevertheless, market forces beyond our control could limit the scope of the insurance coverage that we can obtain in the future or restrict our ability to buy insurance coverage at reasonable rates. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any deductible and/or self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.

In the event of a substantial loss, the insurance coverage that we carry may not be sufficient to pay the full value of our financial obligations or the replacement cost of any lost investment. As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future revenues from the property. Additionally, we could remain obligated for performance guarantees in favor of third-party property owners or for their debt or other financial obligations and we may not have sufficient insurance to cover awards of damages resulting from our liabilities. If the insurance that we carry does not sufficiently cover damages or other losses, our business, financial condition and results of operations could be harmed.

In addition, there are types of losses we may incur that cannot be insured against or that we believe are not commercially reasonable to insure. For example, we maintain business interruption insurance, but there can be no assurance that the coverage for a severe or prolonged business interruption at our Business would be adequate. Moreover, we believe that insurance covering liability for violations of wage and hour laws is generally not available. These losses, if they occur, could have a material adverse effect on our business, financial condition and results of operations

Accidents or injuries in connection with our operations may subject us to liability, and accidents or injuries could negatively impact our reputation and attendance, which would harm our business, financial condition and results of operations.

There are inherent risks of accidents or injuries at our properties or in connection with our operations, including injuries from premises liabilities such as slips, trips and falls. If accidents or injuries occur at any of our properties, we may be held liable for costs related to the injuries. We maintain insurance of the type and in the amounts that we believe are commercially reasonable and that are available to businesses in our industry, but there can be no assurance that our liability insurance will be adequate or available at all times and in all circumstances. There can also be no assurance that the liability insurance we have carried in the past was adequate or available to cover any liability related to previous incidents. Our business, financial condition and results of operations could be harmed to the extent claims and associated expenses resulting from accidents or injuries exceed our insurance recoveries.

We may need to raise additional capital, which may not be available on favorable terms, if at all, and which may cause dilution to our then existing investors, restrict our operations or adversely affect our ability to operate our business.
We may need to raise additional funds through equity financing or through other means. We may be unable to obtain additional financing on favorable terms, or at all, and any additional financings could result in additional dilution to our then existing investors, or restrict our operations or adversely affect our ability to operate our business. If we raise funds by issuing equity securities, the percentage ownership of our then investors will be reduced. If we raise funds by issuing debt, the ability of our then existing investors to receive distributions may be adversely affected and we may be subject to additional covenants and restrictions.

Our inability to raise additional capital may result in us not being able fully fund our operations and to otherwise execute our business plan.
We may require additional capital in the future and may seek to raise it through the private sale of debt or equity securities, debt financing or short-term loans, or a combination of the foregoing. We may also seek to satisfy indebtedness without any cash outlay through the private issuance of debt or equity securities. We currently do not have any binding commitments for, or readily available sources of, additional capital and may not be able to secure any additional capital we may need on terms favorable to us, if at all. We cannot give you any assurance that we will be able to secure the additional capital we may require to continue our operations. To the extent we require additional capital and cannot raise it, we may have to limit our then-current operations and curtail all or certain portions of our business objectives and plans. In addition, should our costs and expenses prove to be greater than currently anticipated, or should we change our current business plan in a manner that will increase or accelerate our anticipated costs and expenses (such as through acquisitions), the depletion of our working capital would be accelerated, intensifying our need for additional capital. If we are unable to obtain the additional capital needed it would have a material adverse effect upon us and may affect our ability to execute our business plan.

We may not be able to obtain additional financing on terms that are not unduly expensive or burdensome to us or disadvantageous to our existing Investors.
Even if we are able to raise additional cash or working capital through the private sale of debt or equity securities, debt financing or short-term loans, or the satisfaction of indebtedness without any cash outlay through the private issuance of debt or equity securities, the terms of such transactions may be unduly expensive or burdensome to us or disadvantageous to our existing Investors. For example, we may be forced to sell or issue our securities at significant discounts to market, or pursuant to onerous terms and conditions, including the issuance of preferred equity with disadvantageous dividend, voting or veto, conversion, redemption or liquidation provisions; the issuance of convertible debt with disadvantageous interest rates and conversion features; the issuance of warrants with cashless exercise features; the issuance of securities with anti-dilution provisions; and the grant of registration rights with significant penalties for the failure to quickly register. If we raise debt financing, we may be required to secure the financing with all or a portion of our business assets, which could be sold or retained by the creditor should we default in our payment obligations.

Investments in the Company should be considered long term investments.

Investors must be prepared to hold their Units for an indefinite and extended period of time since the Manager expects that the Company’s investments may take several years to mature and Investors have limited withdrawal rights in the discretion of the Manager. It is anticipated that a substantial portion of the Company’s investments will consist of investments for which there is no public market and/or which are completely illiquid. Accordingly, there can be no assurance as to when or if distributions from the proceeds from a liquidity event with respect to an investment will be made.

The Offering is not registered with the SEC or state securities authorities and there will be no regulatory review or approval of the sale of the Limited Company Interests.
The Offering of the Units will not be registered with the SEC under the Securities Act or the securities agency of any state and no such agency will review or pass upon the sale of the Company Interests. The Unit sare being offered in reliance on certain exemption from the registration provisions of the Securities Act and state securities laws applicable only to offers and sales to investors meeting the suitability requirements set forth in the Subscription Package to which these Risk Factors are attached. No governmental regulatory agency has or will review or pass upon the sale of the Company Interests. As such, prospective investors will not have the benefit of review by the SEC or any state securities regulatory authority. Therefore, you are assuming the task and the risks of assessing the adequacy of disclosure and the fairness of the terms of this Offering on your own, or in conjunction with your personal advisors.

(a) If we fail to comply with state, federal and international securities laws we may be subject to a rescission action.

The Units are being offered, and will be sold, to investors in reliance upon certain exemptions from the registration requirements provided in the Securities Act and state securities laws, or “Blue-Sky” laws. If we fail to comply with the requirements of these exemptions, it is possible that investors may be entitled to seek rescission of their purchase of the Company Interests, if they so desire. It is possible that one or more investors seeking rescission would succeed. This might also occur under the applicable “Blue-Sky” laws and regulations in states where the Units will be offered without registration or qualification pursuant to a private offering or other exemption. If a number of investors were successful in seeking rescission, we would face significant financial demands, which could adversely affect us as a whole.

Our failure to comply with federal, state and relevant international securities law and regulations in connection with this Offering could subject us to enforcement actions and impair our ability to raise capital in the future.
We are relying upon exemptions from the registration provisions of federal, state and relevant international securities laws in this Offering. In relying upon such exemptions we have the burden of providing compliance with such laws for this Offering. If for any reason we fail to comply, we may, among other things, subject the Company to both investigations and administrative actions by federal, state or foreign agencies or actions for rescission or for damages. Such actions, if commenced, could have a material adverse effect on our ability to raise necessary capital in the future. While we endeavor to fully comply with all such laws, there is no assurance that any non-compliance will not have material adverse effect on us.

Your investment in the Company is a long-term investment.

Investors should be aware of the long-term nature of their investment in the Company. Prospective investors will be required to represent in writing that they are purchasing the Units for their own account for long-term investment and not with a view towards resale or distribution. Accordingly, purchasers of the Units must be willing and able to bear the economic risk of their investment for an indefinite period of time.

Investors will have a limited ability to liquidate their investment in the Company Interests.

The Units have not been registered under the Securities Act or any state securities law, and may not be resold, including, but not limited to, an assignment for value. The Units may only be resold in the event of such registration or pursuant to an exemption therefrom. It is likely that investors will not be able to liquidate their investment in the event of an emergency.

To satisfy the requirements of applicable securities laws there is limited transferability and liquidity in the Company Interests.
To satisfy the requirements of certain exemptions from registration under the Securities Act, and to conform to applicable state securities laws, each investor must acquire the Units for investment purposes only and not with a view towards distribution. Consequently, certain conditions of the Securities Act may need to be satisfied prior to any sale, transfer, or other disposition of the Company Interests. Some of these conditions may include a minimum holding period, availability of certain reports, including financial statements from us, limitations on the percentage of securities sold, and the manner in which they are sold. We can prohibit any sale, transfer or disposition unless we receive an opinion of counsel provided at the holder’s expense, in a form satisfactory to us stating that the proposed sale, transfer or other disposition will not result in a violation of applicable federal, state or foreign securities laws and regulations.

Our securities have no public market and no assurance can be given that any public market will ever develop, or if developed that any such market will be sustained.

The Units have not been registered under the Securities Act, and are being offered in reliance upon exemptions from the registration requirements thereunder in a manner that is intended to comply with the requirements of Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, and are only being offered hereunder to “accredited investors” as defined in the Securities Act. The Units cannot be sold, transferred, pledged, hypothecated, assigned or otherwise disposed of, and unless they are registered under the Securities Act, or if in the opinion of counsel, satisfactory to the Company , such sale, transfer, pledge, hypothecation, assignment or disposition is exempt from such registration requirements. The Company has no current intent to file a registration statement with respect to the Units and the Company has not made any representations with respect to the future filing of any registration statement or with respect to effectuating any public offering for the Company Interests. There is currently no trading market for the Units and it is not anticipated that a trading market will ever develop. Accordingly, even in the absence of the foregoing restrictions on transfer, it is unlikely that an investor will be able to readily dispose of the Units or pledge the Units as collateral for a loan. Consequently, the Units are suitable only for long-term investment by persons with no need for liquidity and who can absorb the loss of their entire investment.

There is currently no public or private trading market for the Company Interests.

Because there is no public or private trading market for the Units and no such market is expected to develop, the liquidity and transferability of the Units will be adversely affected. The Units cannot be sold unless they are registered under the Securities Act or are exempt therefrom. There can be no assurances that we will ever register the Units for resale under federal, state or foreign securities laws. Consequently, you may not be able to liquidate your Units in the event of an emergency or for any other reason. Accordingly, this investment is designed for investors with no need for liquidity and who can afford to bear the risk of losing their entire investment.

The Investors are subject to restrictions on transferability and there is a lack of public market for the Company Interests.
The Units are subject to significant restrictions on transferability and resale and may not be transferred or resold except as permitted under the Company Agreement, the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom. Additionally, the Units are not registered under the Securities Act or qualified under the “Blue-Sky” laws of any state or jurisdiction, nor do we have any current intention to seek registration. Currently there is no trading market for the Units and as a result, all Investors should assume the Units are illiquid.

The purchase of Units in the Company is a speculative investment.

Our goals are highly speculative and there is no assurance that we will be able to meet any of them. Our ability to achieve our objectives may be determined by factors beyond our control and that cannot be predicted at this time. Consequently, there can be no assurance that our efforts to start and expand our business operations will prove to be sufficient to enable us to generate the funds require to operate our business. Investors who purchase Units in the Company should be aware that they may not earn a substantial return on their investment and may, in fact lose their investment entirely.
There can be no assurance that you will realize a return on your investment.
No assurance can be given that you will realize a return on your investment or that you will not lose your entire investment. For this reason, you should read the Subscription Package to which these Risk Factors are attached and all other exhibits attached thereto carefully. Additionally, you should consult with your own personal legal and financial advisors prior to making any investment decision.

We can provide no assurances or certainty as to an investment in the Company being profitable.

There is no assurance that cash flow or profits will be generated by our investments. The lack of cash flow or profits will negatively affect our ability to meet our goals. Neither the Manager nor any of its affiliates is obligated to provide the Investors with a guarantee against a loss on their investment or negative cash flows and neither the Manager nor its affiliates has or intends to provide such a guarantee.

The offering price for the Units was determined arbitrarily.

The offering price for the Units has been determined solely by the Company. The determination of the offering price was arbitrary and bears no inherent relationship to the Company’s assets, book value, net income or any other recognized measure of value. The offering price does not

necessarily indicate the current value of the Units offered hereby and should not be regarded as an indicator of any future performance thereof.

An investment in the Company may not qualify as an appropriate investment for retirement plans.
There are special considerations that apply to pension or profit sharing trusts or IRA’s investing in the securities of the Company and thus you should consult with your financial and retirement plan advisors prior to investing any money from your retirement plan. If you are investing the assets of a Pension, Profit Sharing, 401(k), Keogh, or other qualified Retirement Plan, or the assets of an IRA in the Company, you could incur liability or subject the plan to taxation if:

(i) Your investment is not consistent with your fiduciary obligations under ERISA under the Internal Revenue Code.

(ii) Your investment is not made in accordance with the documents and instruments governing your plan or IRA, including your plans investment policy.

(iii) Your investment does not satisfy the prudence and diversification requirements of Section 40 (a) (1)(B) and 404 (A) (1)(C) of ERISA.

(iv)  Your investment impairs the liquidity of the plan.

(v)  Your investment produces “unrelated business taxable income” for the plan or IRA.

(vi)  You will not be able to value the assets of the plan annually in accordance with

ERISA requirements.

(vii) Your investment creates a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.

Our assets may be Plan Assets for ERISA purposes, which could subject us to additional restrictions on our ability to operate our business.
ERISA and the Internal Revenue Code may apply what is known as the look-through rule to this investment. Under the look-through rule, the assets of an entity in which a qualified plan or IRA has made an equity investment may constitute assets of the qualified plan or IRA. A fiduciary of a qualified plan or IRA should consult with its advisors and carefully consider the effect of that treatment if that were to occur. We may only accept less than 25% of the gross proceeds of the Offering from Qualified Plans and IRAs.

[Remainder of Page Intentionally Left Blank]