Common use of Subscriber Representations Clause in Contracts

Subscriber Representations. By executing this Agreement, the Subscriber hereby represents and warrants to the Company as follows: (a) The Subscriber has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of the Subscriber, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Subscriber has been advised that the Omnibus Team Unit Instrument (and the Subscriber’s beneficial interest therein) and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act (“Regulation CF”). The Subscriber understands that neither the Omnibus Team Unit Instrument (nor the Subscriber’s beneficial interest therein) nor the underlying securities may be resold or otherwise transferred unless they are registered or exempt from registration under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply. Subscriber further understands and agrees that its beneficial interest in the Omnibus Team Unit Instrument and the securities to be acquired by the Subscriber thereunder shall be subject to further the terms and conditions set forth in the Omnibus Team Unit Instrument, including without limitation the transfer restrictions set forth in Section 5 of the Omnibus Team Unit Instrument. (c) The Subscriber is purchasing its beneficial interest in the Omnibus Team Unit Instrument and the securities to be acquired by the Subscriber thereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. The Subscriber understands that the Omnibus Team Unit Instrument (and the Subscriber’s beneficial interest therein) and the underlying securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Subscriber’s representations as expressed herein. (d) The Subscriber has, and at all times under this Agreement will maintain, a custody account in good standing with the custodian and trustee pursuant to a valid and binding custody account agreement. (e) The Subscriber acknowledges, and is making the Subscription and purchasing its beneficial interest in the Omnibus Team Unit Instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF. (f) The Subscriber acknowledges that (i) the Subscriber has received all the information the Subscriber has requested from the Company and (ii) such information is necessary or appropriate for deciding whether to make the Subscription and acquire its beneficial interest in the Omnibus Team Unit Instrument and the underlying securities. (g) The Subscriber has had an opportunity to (i) ask questions and receive answers from the Company regarding the terms and conditions of the Omnibus Team Unit Instrument (and the Subscriber’s beneficial interest therein) and the underlying securities, and (ii) to obtain any additional information necessary to verify the accuracy of the information given to the Subscriber. In deciding to make the Subscription and purchase its beneficial interest in the Omnibus Team Unit Instrument, the Subscriber is not relying on the advice or recommendations of the Company, the Portal or any other third-party, and the Subscriber has made its own independent decision that an investment in the Omnibus Team Unit Instrument and the underlying securities is suitable and appropriate for the Subscriber. The Subscriber understands that no federal, state or other agency has passed upon the merits or risks of an investment in the Omnibus Team Unit Instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of such investment. (h) The Subscriber understands and acknowledges that as the holder of a beneficial interest in the Omnibus Team Unit Instrument, the Subscriber shall have no voting, information or inspection rights with respect to the Company, aside from any disclosure requirements the Company is required to make under relevant securities regulations, regulations, or as provided in the Omnibus Team Unit Instrument and any proxy agreement. (i) The Subscriber understands and acknowledges that the Company has entered into, or expects to enter into, separate subscription agreements substantially similar in all material respects to this Agreement with other subscribers, and that such subscribers shall also hold pro rata beneficial interests (based on their respective subscription amounts) in the Omnibus Team Unit Instrument. (j) The Subscriber understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for the Omnibus Team Unit Instrument, the underlying securities or any other class of the Company’s. (k) Subscriber is not (i) a citizen or resident of a geographic area in which the purchase or holding of the Omnibus Team Unit Instrument and the underlying securities is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of State’s Debarred Parties List or other applicable sanctions lists. Subscriber hereby represents and agrees that if Subscriber’s country of residence or other circumstances change such that the above representations are no longer accurate, Subscriber will immediately notify Company. Subscriber further represents and warrants that it will not knowingly sell or otherwise transfer any interest in the Omnibus Team Unit Instrument or the underlying securities to a party subject to U.S. or other applicable sanctions. (l) The Subscriber further acknowledges that it has read, understood, and had ample opportunity to ask Company questions about its business plans, “Risk Factors,” and all other information presented in the Company’s Form C and the offering documentation filed with the SEC. (m) The Subscriber understands the substantial likelihood that the Subscriber will suffer a TOTAL LOSS of all capital invested, and that Subscriber is prepared to bear the risk of such total loss. (n) The Subscriber understands and agrees that its beneficial interest in the Omnibus Team Unit Instrument does not entitle the Subscriber, as a holder of such interest, to vote, execute consents, or to otherwise represent the interests thereunder. The Subscriber acknowledges and agrees that the custodian and trustee shall vote, execute consents, and otherwise make elections pursuant to the terms of the Omnibus Team Unit Instrument in its sole and absolute discretion. (o) The Subscriber understands and agrees that, except as otherwise agreed by the Company in its sole discretion, the Subscriber will not be entitled to exchange its beneficial interest in the Omnibus Team Unit Instrument for a Team Unit Instrument in registered form or other form of security instrument not otherwise contemplated by this Agreement. (p) If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation, subscription and payment for, and continued ownership of, its beneficial interest in the Omnibus Team Unit Instrument and the underlying securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction, including (i) the legal requirements within its jurisdiction for the Subscription and the purchase of its beneficial interest in the Omnibus Team Unit Instrument; (ii) any foreign exchange restrictions applicable to such Subscription and purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of its beneficial interest in the Omnibus Team Unit Instrument and the underlying securities. The Subscriber acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Omnibus Team Unit Instrument (and the Subscriber’s beneficial interest therein) and the underlying securities. (q) If the Subscriber is a corporate entity: (i) such corporate entity is duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to enter into this Agreement; (ii) the execution, delivery and performance by the Subscriber of the Agreement is within the power of the Subscriber and has been duly authorized by all necessary actions on the part of the Subscriber; (iii) to the knowledge of the Subscriber, it is not in violation of its current charter or bylaws, any material statute, rule or regulation applicable to the Subscriber; and (iv) the performance the Agreement does not and will not violate any material judgment, statute, rule or regulation applicable to the Subscriber; result in the acceleration of any material indenture or contract to which the Subscriber is a party or by which it is bound, or otherwise result in the creation or imposition of any lien upon the Subscription Amount.

Subscriber Representations. By executing this Agreement, the Subscriber hereby represents and warrants to the Company Company, the Custodian, and to the Nominee as follows: (a) The Subscriber has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of the Subscriber, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Subscriber hereby acknowledges that, upon the final forty-eight hours (48 hours) prior to the Closing, the Subscription is irrevocable and, if the Subscriber is a natural person, shall survive the Subscriber’s death, disability or other incapacity. The Subscriber hereby acknowledges that the Company has complete discretion to accept or to reject this Agreement in its entirety, either directly or through its agents, and shall have no liability for any rejection of this Agreement. (c) The Subscriber has been advised that the Omnibus Team Unit Instrument (Company’s Shares and the Subscriber’s beneficial interest therein) and the underlying securities Beneficial Interest therein have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act and the regulations thereunder (“Regulation CF”). The Subscriber understands that neither the Omnibus Team Unit Instrument Company’s Shares (nor the Subscriber’s beneficial interest Beneficial Interest therein) nor the underlying securities may be resold or otherwise transferred unless they are registered or exempt from registration under the Securities Act and applicable state securities laws or pursuant to and in compliance with Rule 501 of Regulation CFCrowdfunding, in which case certain state transfer restrictions may apply. The Subscriber further understands and agrees that its beneficial interest in the Omnibus Team Unit Instrument and the securities to be acquired by the Subscriber thereunder Beneficial Interest shall be subject to further the same terms and conditions as set forth in the Omnibus Team Unit Instrument, including without limitation the transfer restrictions set forth in Section 5 of the Omnibus Team Unit Instrument. (cd) No “bad actor” disqualification event is applicable to the Subscriber or, to the Subscriber’s knowledge, any person, with respect to such Subscriber as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, listed in the first paragraph of Rule 506(d)(1), except for a disqualification event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. (e) The Subscriber is entering into this Agreement and purchasing its beneficial interest in the Omnibus Team Unit Instrument Beneficial Interest and the securities to be acquired by the Subscriber thereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. The Subscriber understands that the Omnibus Team Unit Instrument Company’s Shares (and the Subscriber’s beneficial interest Beneficial Interest therein) and the underlying securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Subscriber’s representations as expressed herein. (df) The Subscriber has, and at all times under this Agreement its Beneficial Interest shall be custodied by the Custodian, will maintain, a custody account in good standing with the custodian and trustee Custodian pursuant to a the Custody Agreement or an otherwise valid and binding custody account agreement. (eg) The Subscriber acknowledges, and is making the Subscription and purchasing its beneficial interest in the Omnibus Team Unit Instrument Beneficial Interest in compliance with, with the investment limitations set forth in Rule 100(a)(2) of Regulation CFCrowdfunding, promulgated under Section 4(a)(6)(B) of the Securities Act. (fh) The Subscriber acknowledges that (i) the Subscriber has received all the information the Subscriber has requested from the Company and (ii) such information is necessary or appropriate for deciding whether to make the Subscription and acquire its beneficial interest Beneficial Interest in the Omnibus Team Unit Instrument and the underlying securitiesShares. (gi) The Subscriber has had an opportunity to (i) ask questions of, and receive answers from from, the Company regarding this Agreement, the terms and conditions of contained in the Omnibus Team Unit Instrument with respect to the Company’s Shares (and the Subscriber’s beneficial interest therein) and the underlying securitiesBeneficial Interest), and (ii) to obtain any additional information necessary to verify the accuracy of the information given to the Subscriber. In deciding to make the Subscription and purchase its beneficial interest in the Omnibus Team Unit InstrumentBeneficial Interest, the Subscriber is not relying on the advice or recommendations of the Company, the Nominee, the Portal or any other third-partythird party (except for its own independent professional advisers), and the Subscriber has made its own independent decision that an investment in the Omnibus Team Unit Instrument and Beneficial Interest in the underlying securities Company’s Shares is suitable and appropriate for the Subscriber. The Subscriber understands that no federal, federal or state or other agency has passed upon the merits or risks of an investment in the Omnibus Team Unit Instrument and Beneficial Interest in the underlying securities Company’s Shares or made any finding or determination concerning the fairness or advisability of such investment. (hj) The Unless otherwise specified in Exhibit A: the Subscriber understands and acknowledges that as the holder of a beneficial interest in the Omnibus Team Unit InstrumentBeneficial Interest, the Subscriber shall have no voting, information or inspection rights with respect to the Company, aside from except with respect to any disclosure requirements reports or filings the Company is required to make under relevant securities regulationsby law. In the event any voting, regulationsinformation or inspection rights with respect to the Company or the Shares must be exercised by the holder of the Shares, they will be exercised by the Nominee acting on behalf of all beneficial holders of the Shares. The Subscriber understands that the Nominee shall not exercise independent discretion when voting the Shares (and the Subscriber’s Beneficial Interest) and, instead shall vote the Shares consistently with the Proxy (as defined in Exhibit A). Neither Nominee nor any of its affiliates nor any of their respective officers, partners, equity holders, managers, officers, directors, employees, agents or representatives shall be liable to Subscriber for any action taken or omitted to be taken by it when voting the Company’s Shares, or as provided in the Omnibus Team Unit Instrument and any proxy agreementconnection herewith or therewith, except for damages caused by its or their own gross negligence, recklessness or willful misconduct. (ik) The Subscriber understands and acknowledges that the Company has entered into, or expects to enter into, separate subscription agreements substantially similar in all material respects to this Agreement with other subscribers, and that such subscribers shall also hold pro rata beneficial interests (based on their respective subscription amounts) in the Omnibus Team Unit Company’s Shares in accordance with the terms of the Instrument. (jl) The Subscriber understands that the Company has no public market now exists for obligation or current intention to register any of the securities issued by the Company, or to take action so as to permit resales pursuant to the Securities Act. Even if and that when the Company has made no assurances that securities become freely transferable, a public market will ever exist may never develop for the Omnibus Team Unit Instrument, the underlying securities Company’s Shares or any other class of the Company’s’s securities or any Beneficial Interests therein. Consequently, the Subscriber understands that the Subscriber must bear the economic risks of its investment in the Shares (via the Instrument) for an indefinite period of time. (km) The Subscriber agrees that it shall not sell, assign, pledge, give, transfer or otherwise dispose of its investment, or make any offer or attempt to do any of the foregoing, except pursuant to Rule 501 of Regulation Crowdfunding. (n) The Subscriber is not (i) a citizen or resident of a geographic area in which the purchase or holding of the Omnibus Team Unit Instrument and Beneficial Interest in the underlying securities Company’s Shares is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of State’s Debarred Parties List or other applicable sanctions lists. The Subscriber hereby represents and agrees that if Subscriber’s country of residence or other circumstances change such that the above representations are no longer accurate, the Subscriber will shall immediately notify the Company, the Nominee, and the Custodian. The Subscriber further represents and warrants that it will not knowingly sell or otherwise transfer any interest in Shares (including but not limited to the Omnibus Team Unit Instrument or the underlying securities Subscriber’s Beneficial Interest therein) to a party subject to U.S. or other applicable sanctions. (lo) The Subscriber further acknowledges that it has read, understood, and had ample opportunity to ask the Company questions about its business plans, “Risk Factors,” and all other information presented in the Company’s Form C and the offering documentation filed with the SEC. (m) The Subscriber understands the substantial likelihood that the Subscriber will suffer a TOTAL LOSS of all capital invested, and that Subscriber is prepared to bear the risk of such total loss. (n) The Subscriber understands and agrees that its beneficial interest in the Omnibus Team Unit Instrument does not entitle the Subscriber, as a holder of such interest, to vote, execute consents, or to otherwise represent the interests thereunder. The Subscriber acknowledges and agrees that the custodian and trustee shall vote, execute consents, and otherwise make elections pursuant to the terms of the Omnibus Team Unit Instrument in its sole and absolute discretion. (o) The Subscriber understands and agrees that, except as otherwise agreed by the Company in its sole discretion, the Subscriber will not be entitled to exchange its beneficial interest in the Omnibus Team Unit Instrument for a Team Unit Instrument in registered form or other form of security instrument not otherwise contemplated by this Agreement.C. (p) If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation, subscription and payment for, and continued ownership of, its beneficial interest in the Omnibus Team Unit Instrument and the underlying securities Beneficial Interest will not violate any applicable securities or other laws of the Subscriber’s jurisdiction, including (i) the legal requirements within its jurisdiction for the Subscription and the purchase of its beneficial interest in the Omnibus Team Unit InstrumentBeneficial Interest; (ii) any foreign exchange restrictions applicable to such Subscription and purchase; ; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of its beneficial interest in the Omnibus Team Unit Instrument and the underlying securitiesBeneficial Interest. The Subscriber acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Omnibus Team Unit Instrument Company’s Shares (and the Subscriber’s beneficial interest Beneficial Interest therein) and the underlying securities). (q) If the Subscriber is a corporate an entity: (i) such corporate entity is duly incorporatedformed, validly existing and in good standing under the laws of the state of its incorporationformation, and has the power and authority to enter into this Agreement; (ii) the execution, delivery and performance by the Subscriber of the Agreement is within the power of the Subscriber and has been duly authorized by all necessary actions on the part of the Subscriber; (iii) to the knowledge of the Subscriber, it is not in violation of its current charter or bylawsorganizational documents, any material statute, rule or regulation applicable to the Subscriber; and (iv) the performance the Agreement does not and will not violate any material judgment, statute, rule or regulation applicable to the Subscriber; result in the acceleration of any material indenture or contract to which the Subscriber is a party or by which it is bound, or otherwise result in the creation or imposition of any lien upon the Subscription Amount. (r) The Subscriber acknowledges that the Subscriber understands the meaning and legal consequences of the representations and warranties made by the Subscriber herein, and that the Company is relying on such representations and warranties and covenants in making the determination to accept or reject this Agreement.

Subscriber Representations. By executing this Agreement, the The Subscriber hereby represents and warrants to the Company as followsthat: (a) The Subscriber has full legal capacity, power and authority to execute and deliver Subscriber's representations in this Agreement are complete and accurate to perform its obligations hereunderthe best of the Subscriber's knowledge, and the Company and any sales agent may rely upon them. The Subscriber will notify the Company and any such agent immediately if any material change occurs in any of this information before the sale of the Shares. (b) The Subscriber hereby agrees that he does not have the right to cancel this Subscription Agreement, which shall survive the death, disability, or the cessation of existence as a legal entity, of the Subscriber. Further, the Subscriber agrees that he does not have the right, and will not attempt, to transfer his interest herein. (c) The Subscriber shall indemnify and hold the Issuer harmless from all costs and expenses, including reasonable attorney's fees, incurred by the Issuer as a result of a breach hereof by the Subscriber. Further, all of the representations and warranties of the Subscriber contained herein and all information furnished by the Subscriber to the Issuer are true, correct and complete in all respects, and the Subscriber agrees to notify the Issuer immediately of any change in any representation, warranty or other information set forth herein. (d) This Agreement constitutes when fully executed and delivered by the Company will constitute a legal, valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms. The Subscriber, except as limited by bankruptcyif it is a partnership, insolvency joint venture, corporation, trust or other laws entity, was not formed or organized for the specific purpose of general application relating to acquiring the Shares. The purchase of the Shares by the Subscriber, if it is an entity investor, is a permissible investment in accordance with the Subscriber's Articles of Incorporation, by-laws, partnership agreement, declaration of trust or affecting the enforcement of creditors’ rights generally other similar charter document, and general principles of equity. (b) The Subscriber has been advised that duly approved by all requisite action by the Omnibus Team Unit Instrument (entity's owners, directors, officers or other authorized managers. The person signing this document and all documents necessary to consummate the Subscriber’s beneficial interest therein) and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) purchase of the Securities Act (“Regulation CF”). The Subscriber understands that neither the Omnibus Team Unit Instrument (nor the Subscriber’s beneficial interest therein) nor the underlying securities may be resold or otherwise transferred unless they are registered or exempt from registration under the Securities Act and applicable state securities laws or pursuant Shares has all requisite authority to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply. Subscriber further understands and agrees that its beneficial interest in the Omnibus Team Unit Instrument and the securities to be acquired by the Subscriber thereunder shall be subject to further the terms and conditions set forth in the Omnibus Team Unit Instrument, including without limitation the transfer restrictions set forth in Section 5 of the Omnibus Team Unit Instrument. (c) The Subscriber is purchasing its beneficial interest in the Omnibus Team Unit Instrument and the securities to be acquired by the Subscriber thereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. The Subscriber understands that the Omnibus Team Unit Instrument (and the Subscriber’s beneficial interest therein) and the underlying securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy sign such documents on behalf of the Subscriber’s representations as expressed herein. (d) The Subscriber has, and at all times under this Agreement will maintain, a custody account in good standing with the custodian and trustee pursuant to a valid and binding custody account agreementif it is an entity investor. (e) The In connection with this offering the Subscriber acknowledges, has received a prospectus which the Subscriber has reviewed and is making familiar with the Subscription and purchasing its beneficial interest in the Omnibus Team Unit Instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CFcontents of. (f) The Subscriber acknowledges that (i) the Subscriber has received all the information the Subscriber has requested from the Company and (ii) such information is necessary or appropriate for deciding whether to make the Subscription and acquire its beneficial interest was offered these securities in the Omnibus Team Unit Instrument and the underlying securitiesState of __________. (g) The Subscriber has had an opportunity to (i) ask questions and receive answers from the Company regarding the terms and conditions of the Omnibus Team Unit Instrument (and the Subscriber’s beneficial interest therein) and the underlying securities, and (ii) to obtain any additional information necessary to verify the accuracy of the information given to the Subscriber. In deciding to make the Subscription and purchase its beneficial interest in the Omnibus Team Unit Instrument, the Subscriber is not relying on the advice or recommendations of the Company, the Portal or any other third-party, and the Subscriber has made its own independent decision that an investment in the Omnibus Team Unit Instrument and the underlying securities is suitable and appropriate for the Subscriber. The Subscriber understands that no federal, state or other agency has passed upon the merits or risks of an investment in the Omnibus Team Unit Instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of such investment. (h) The Subscriber understands and acknowledges that as the holder of a beneficial interest in the Omnibus Team Unit Instrument, the Subscriber shall have no voting, information or inspection rights with respect to the Company, aside from any disclosure requirements the Company is required to make under relevant securities regulations, regulations, or as provided in the Omnibus Team Unit Instrument and any proxy agreement. (i) The Subscriber understands and acknowledges that the Company has entered into, or expects to enter into, separate subscription agreements substantially similar in all material respects to this Agreement with other subscribers, and that such subscribers shall also hold pro rata beneficial interests (based on their respective subscription amounts) in the Omnibus Team Unit Instrument. (j) The Subscriber understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for the Omnibus Team Unit Instrument, the underlying securities or any other class of the Company’s. (k) Subscriber is not (i) a citizen or resident of a geographic area in which the purchase or holding of the Omnibus Team Unit Instrument and the underlying securities is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of State’s Debarred Parties List or other applicable sanctions lists. Subscriber hereby represents and agrees that if Subscriber’s country of residence or other circumstances change such that the above representations are no longer accurate, Subscriber will immediately notify Company. Subscriber further represents and warrants that it will not knowingly sell or otherwise transfer any interest in the Omnibus Team Unit Instrument or the underlying securities to a party subject to U.S. or other applicable sanctions. (l) The Subscriber further acknowledges that it has read, understood, and had ample opportunity to ask Company questions about its business plans, “Risk Factors,” and all other information presented in the Company’s Form C and the offering documentation filed with the SEC. (m) The Subscriber understands the substantial likelihood that the Subscriber will suffer a TOTAL LOSS of all capital invested, and that Subscriber is prepared to bear the risk of such total loss. (n) The Subscriber understands and agrees that its beneficial interest in the Omnibus Team Unit Instrument does not entitle the Subscriber, as a holder of such interest, to vote, execute consents, or to otherwise represent the interests thereunder. The Subscriber acknowledges and agrees that the custodian and trustee shall vote, execute consents, and otherwise make elections pursuant to the terms of the Omnibus Team Unit Instrument in its sole and absolute discretion. (o) The Subscriber understands and agrees that, except as otherwise agreed by the Company in its sole discretion, the Subscriber will not be entitled to exchange its beneficial interest in the Omnibus Team Unit Instrument for a Team Unit Instrument in registered form or other form of security instrument not otherwise contemplated by this Agreement. (p) If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation, subscription and payment for, and continued ownership of, its beneficial interest in the Omnibus Team Unit Instrument and the underlying securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction, including (i) the legal requirements within its jurisdiction for the Subscription and the purchase of its beneficial interest in the Omnibus Team Unit Instrument; (ii) any foreign exchange restrictions applicable to such Subscription and purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of its beneficial interest in the Omnibus Team Unit Instrument and the underlying securities. The Subscriber acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Omnibus Team Unit Instrument (and the Subscriber’s beneficial interest therein) and the underlying securities. (q) If the Subscriber is a corporate entity: (i) such corporate entity is duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to enter into this Agreement; (ii) the execution, delivery and performance by the Subscriber of the Agreement is within the power of the Subscriber and has been duly authorized by all necessary actions on the part of the Subscriber; (iii) to the knowledge of the Subscriber, it is not in violation of its current charter or bylaws, any material statute, rule or regulation applicable to the Subscriber; and (iv) the performance the Agreement does not and will not violate any material judgment, statute, rule or regulation applicable to the Subscriber; result in the acceleration of any material indenture or contract to which the Subscriber is a party or by which it is bound, or otherwise result in the creation or imposition of any lien upon the Subscription Amount.

Subscriber Representations. By executing this Agreement, the Subscriber hereby represents and warrants to the Company as follows: (a) The Subscriber has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of the Subscriber, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Subscriber has been advised that the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement (and the Subscriber’s beneficial interest therein) and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act (“Regulation CF”)Act. The Subscriber understands that neither the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement (nor the Subscriber’s beneficial interest therein) nor the underlying securities may be resold or otherwise transferred unless they are registered or exempt from registration under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply. Subscriber further understands and agrees that its beneficial interest in the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement and the securities to be acquired by the Subscriber thereunder shall be subject to further the terms and conditions set forth in the Omnibus Team Unit InstrumentSeries Seed Preferred Stock Investment Agreement, including without limitation the transfer restrictions set forth in Section 5 of the Omnibus Team Unit InstrumentSeries Seed Preferred Stock Investment Agreement. (c) The Subscriber is purchasing its beneficial interest in the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement and the securities to be acquired by the Subscriber thereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. The Subscriber understands that the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement (and the Subscriber’s beneficial interest therein) and the underlying securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Subscriber’s representations as expressed herein. (d) The Subscriber has, and at all times under this Agreement will maintain, a custody account in good standing with the custodian and trustee pursuant to a valid and binding custody account agreement. (e) The Subscriber acknowledges, and is making the Subscription and purchasing its beneficial interest in the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act. (f) The Subscriber acknowledges that (i) the Subscriber has received all the information the Subscriber has requested from the Company and (ii) such information is necessary or appropriate for deciding whether to make the Subscription and acquire its beneficial interest in the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement and the underlying securities. (g) The Subscriber has had an opportunity to (i) ask questions and receive answers from the Company regarding the terms and conditions of the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement (and the Subscriber’s beneficial interest therein) and the underlying securities, and (ii) to obtain any additional information necessary to verify the accuracy of the information given to the Subscriber. In deciding to make the Subscription and purchase its beneficial interest in the Omnibus Team Unit InstrumentSeries Seed Preferred Stock Investment Agreement, the Subscriber is not relying on the advice or recommendations of the Company, the Portal or any other third-party, and the Subscriber has made its own independent decision that an investment in the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement and the underlying securities is suitable and appropriate for the Subscriber. The Subscriber understands that no federal, federal or state or other agency has passed upon the merits or risks of an investment in the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement and the underlying securities or made any finding or determination concerning the fairness or advisability of such investment. (h) The Subscriber understands and acknowledges that as the holder of a beneficial interest in the Omnibus Team Unit InstrumentSeries Seed Preferred Stock Investment Agreement, the Subscriber shall have no individual voting, information or inspection rights with respect to the Company, aside from any disclosure requirements the Company is required to make under relevant securities regulations, regulations, or as provided in the Omnibus Team Unit Instrument and any proxy agreement. (i) The Subscriber understands and acknowledges that the Company has entered into, or expects to enter into, separate subscription agreements substantially similar in all material respects to this Agreement with other subscribers, and that such subscribers shall also hold pro rata beneficial interests (based on their respective subscription amounts) in the Omnibus Team Unit InstrumentSeries Seed Preferred Stock Investment Agreement. (j) The Subscriber understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for the Omnibus Team Unit Instrument, the Series Seed Preferred Stock Investment Agreement or underlying securities or any other class of the Company’ssecurities. (k) Subscriber is not (i) a citizen or resident of a geographic area in which the purchase or holding of the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement and the underlying securities is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of State’s Debarred Parties List or other applicable sanctions lists. Subscriber hereby represents and agrees that if Subscriber’s country of residence or other circumstances change such that the above representations are no longer accurate, Subscriber will immediately notify Company. Subscriber further represents and warrants that it will not knowingly sell or otherwise transfer any interest in the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement or the underlying securities to a party subject to U.S. or other applicable sanctions. (l) The Subscriber further acknowledges that it has read, understood, and had ample opportunity to ask Company questions about its business plans, “Risk Factors,” and all other information presented in the Company’s Form C and the offering documentation filed with the SEC. (m) The Subscriber understands the substantial likelihood that the Subscriber will suffer a TOTAL LOSS of all capital invested, and that Subscriber is prepared to bear the risk of such total loss. (n) The Subscriber understands and agrees that its beneficial interest in the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement does not entitle the Subscriber, as a holder of such interest, to vote, execute consents, or to otherwise represent the interests thereunder. The Subscriber acknowledges and agrees that the custodian and trustee shall vote, execute consents, and otherwise make elections pursuant to the terms of the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement in its sole and absolute discretion. (o) The Subscriber understands and agrees that, except as otherwise agreed by the Company in its sole discretion, the Subscriber will not be entitled to exchange its beneficial interest in the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement for a Team Unit Instrument Series Seed Preferred Stock Investment Agreement in registered form or other form of security instrument not otherwise contemplated by this Agreement. (p) If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation, subscription and payment for, and continued ownership of, its beneficial interest in the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement and the underlying securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction, including (i) the legal requirements within its jurisdiction for the Subscription and the purchase of its beneficial interest in the Omnibus Team Unit InstrumentSeries Seed Preferred Stock Investment Agreement; (ii) any foreign exchange restrictions applicable to such Subscription and purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of its beneficial interest in the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement and the underlying securities. The Subscriber acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Omnibus Team Unit Instrument Series Seed Preferred Stock Investment Agreement (and the Subscriber’s beneficial interest therein) and the underlying securities. (q) If the Subscriber is a corporate entity: (i) such corporate entity is duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to enter into this Agreement; (ii) the execution, delivery and performance by the Subscriber of the Agreement is within the power of the Subscriber and has been duly authorized by all necessary actions on the part of the Subscriber; (iii) to the knowledge of the Subscriber, it is not in violation of its current charter or bylaws, any material statute, rule or regulation applicable to the Subscriber; and (iv) the performance the Agreement does not and will not violate any material judgment, statute, rule or regulation applicable to the Subscriber; result in the acceleration of any material indenture or contract to which the Subscriber is a party or by which it is bound, or otherwise result in the creation or imposition of any lien upon the Subscription Amount.

Subscriber Representations. In addition to the information contained in this Subscription Agreement, you acknowledge that Fortress Net Lease REIT may request additional information from you and/or your Financial Advisor, or completion of a supplement to this Subscription Agreement to determine eligibility to purchase Shares. Please refer to the Terms and Conditions included on Annex A for additional Subscriber acknowledgments. Except in the case of fiduciary accounts, you may not grant any person a power of attorney to make the representations on your behalf. By executing this Subscription Agreement, the Subscriber hereby represents you (for yourself and warrants any co-investor, and, if you are signing on behalf of an entity, on behalf of and with respect to the Company entity and its shareholders, partners, beneficiaries, members or other beneficial owners), represent, warrant and agree as follows: follows (a) The Subscriber has full legal capacityas used below, power the terms “you” and authority “your” refer to execute you and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of the your co-Subscriber, enforceable if any, or if you are signing on behalf of an entity, such entity): 1) if you elected to invest in accordance with its terms, except as limited by bankruptcy, insolvency Class B Shares or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Subscriber has been advised that the Omnibus Team Unit Instrument (and the Subscriber’s beneficial interest therein) and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Class C Shares in Section 4(a)(6) of the Securities Act 1 (“Regulation CF”). The Subscriber understands Your Investment” – SHARE CLASS SELECTION) above, you understand, acknowledge and agree that neither (x) during the Omnibus Team Unit Instrument (nor the Subscriber’s beneficial interest therein) nor the underlying securities may be resold or otherwise transferred unless they are registered or exempt from registration under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CFInitial Share Offering Period, in which case certain state transfer restrictions may apply. Subscriber further understands and agrees that its beneficial interest in the Omnibus Team Unit Instrument and the securities to be acquired by the Subscriber thereunder shall be subject to further the terms and conditions set forth in the Omnibus Team Unit Instrument, including without limitation the transfer restrictions set forth in Section 5 of the Omnibus Team Unit Instrument. (c) The Subscriber is purchasing its beneficial interest in the Omnibus Team Unit Instrument and the securities to be acquired by the Subscriber thereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. The Subscriber understands that the Omnibus Team Unit Instrument (and the Subscriber’s beneficial interest therein) and the underlying securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Subscriber’s representations as expressed herein. (d) The Subscriber has, and at all times under this Agreement will maintain, a custody account in good standing with the custodian and trustee pursuant to a valid and binding custody account agreement. (e) The Subscriber acknowledges, and is making the Subscription and purchasing its beneficial interest in the Omnibus Team Unit Instrument in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF. (f) The Subscriber acknowledges event that (i) any Class B investor, either on its own or together with a group of commonly advised investors (as determined by the Subscriber Adviser in its discretion), has received all invested, in the information aggregate, at least $25 million in Shares, the Subscriber has requested from the Company Class B Shares held by such Class B investor will automatically convert to Class C Shares and (ii) any Class C investor, either on its own or together with a group of commonly advised investors (as determined by the Adviser in its discretion), has invested, in the aggregate, at least $50 million in Shares, the Class C Shares held by such information is necessary Class C investor will automatically convert to Class D Shares and (y) to the extent any of your Shares are converted into another class of Shares in accordance with the foregoing, the terms of such new class shall only apply to your Shares on a going-forward basis following such conversion and not on a retroactive basis for any time prior to such conversion; provided, that, the Mandatory Holding Period (as defined in the Memorandum) in respect of any such converted Shares shall be calculated based on the later of (i) the day on which you initially purchased the original Shares that were the subject of such conversion for cash and (ii) if applicable, the day on which such Shares are released from escrow (and not, for the avoidance of doubt, from the day on which any such Shares may have been (x) issued pursuant to our distribution reinvestment plan, (y) received in connection with a conversion or appropriate for exchange of other Shares or (z) later acquired); 2) you understand that Fortress Net Lease REIT (and its affiliates) will rely upon all of your statements, representations and warranties in this Subscription Agreement and the Terms and Conditions, including the accuracy and completeness of any and all eligibility and appropriateness representations and certifications, in deciding whether to make allow you to invest in Fortress Net Lease REIT through this Subscription Agreement; 3) you, either directly or indirectly through your Financial Advisor, have received from Fortress Net Lease REIT, each document, including the Memorandum and have read completely, reviewed carefully and discussed with your Financial Advisor (including instructions on how to complete this Subscription and acquire its beneficial interest in Agreement) each such document, as well as had the Omnibus Team Unit Instrument and the underlying securities. (g) The Subscriber has had an opportunity to (i) ask any questions and receive answers from the Company regarding the terms and conditions representatives of the Omnibus Team Unit Instrument (Fortress Net Lease REIT concerning this Subscription Agreement and the Subscriber’s beneficial interest thereinpurchase of Shares; 4) by executing this Subscription Agreement, you agree to be bound by this Subscription Agreement and Terms and Conditions, including any and all eligibility and appropriateness representations and certifications, for Fortress Net Lease REIT through this Subscription Agreement; 5) this Subscription Agreement and any other certificate, agreement or document related to this Subscription Agreement or Fortress Net Lease REIT or any act or transaction relating to Fortress Net Lease REIT or your Shares may be executed by applying an electronic signature using an electronic signature program that has been approved by Fortress Net Lease REIT. Each party acknowledges, agrees and confirms that the underlying securities, use of such an electronic signature program (i) shall result in a reliable and valid delivery of such party's signature to this Subscription Agreement; and (ii) shall constitute reasonable steps on the part of the other party to obtain any additional information necessary this Subscription Agreement to verify the accuracy reliability of such signature. Any signature (including any electronic symbol or process attached to, or logically associated with, a contract or other record and executed or adopted by a person with the information given intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to this Subscription Agreement or Fortress Net Lease REIT or any act or transaction relating to Fortress Net Lease REIT or your Shares, in form acceptable to the Subscriber. In deciding to make the Subscription and purchase its beneficial interest in the Omnibus Team Unit Instrument, the Subscriber is not relying on the advice or recommendations board of the Company, the Portal or any other third-party, and the Subscriber has made its own independent decision that an investment in the Omnibus Team Unit Instrument and the underlying securities is suitable and appropriate for the Subscriber. The Subscriber understands that no federal, state or other agency has passed upon the merits or risks trustees of an investment in the Omnibus Team Unit Instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of such investment. (h) The Subscriber understands and acknowledges that as the holder of a beneficial interest in the Omnibus Team Unit Instrument, the Subscriber shall have no voting, information or inspection rights with respect to the Company, aside from any disclosure requirements the Company is required to make under relevant securities regulations, regulations, or as provided in the Omnibus Team Unit Instrument and any proxy agreement. (i) The Subscriber understands and acknowledges that the Company has entered into, or expects to enter into, separate subscription agreements substantially similar in all material respects to this Agreement with other subscribers, and that such subscribers shall also hold pro rata beneficial interests (based on their respective subscription amounts) in the Omnibus Team Unit Instrument. (j) The Subscriber understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for the Omnibus Team Unit Instrument, the underlying securities or any other class of the Company’s. (k) Subscriber is not (i) a citizen or resident of a geographic area in which the purchase or holding of the Omnibus Team Unit Instrument and the underlying securities is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of State’s Debarred Parties List or other applicable sanctions lists. Subscriber hereby represents and agrees that if Subscriber’s country of residence or other circumstances change such that the above representations are no longer accurate, Subscriber will immediately notify Company. Subscriber further represents and warrants that it will not knowingly sell or otherwise transfer any interest in the Omnibus Team Unit Instrument or the underlying securities to a party subject to U.S. or other applicable sanctions. (l) The Subscriber further acknowledges that it has read, understood, and had ample opportunity to ask Company questions about its business plans, “Risk Factors,” and all other information presented in the Company’s Form C and the offering documentation filed with the SEC. (m) The Subscriber understands the substantial likelihood that the Subscriber will suffer a TOTAL LOSS of all capital invested, and that Subscriber is prepared to bear the risk of such total loss. (n) The Subscriber understands and agrees that its beneficial interest in the Omnibus Team Unit Instrument does not entitle the Subscriber, as a holder of such interest, to vote, execute consents, or to otherwise represent the interests thereunder. The Subscriber acknowledges and agrees that the custodian and trustee shall vote, execute consents, and otherwise make elections pursuant to the terms of the Omnibus Team Unit Instrument in its sole and absolute discretion. (o) The Subscriber understands and agrees that, except as otherwise agreed by the Company Fortress Net Lease REIT in its sole discretion, shall be expressly permitted and shall have the Subscriber will same legal effect, validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Maryland Statutory Trust Act, the Federal Electronic Signatures in Global and National Commerce Act, the Maryland Uniform Electronic Transactions Act, or any similar United States state law based on the Uniform Electronic Transactions Act, and any similar law, and the parties hereby consent to the foregoing and waive any objection to the contrary; 6) you acknowledge that if you prefer to execute documents via a non-electronic signature process, you may at any time withdraw your informed consent to, and opt out of, utilizing electronic signatures, as applicable, now or in the future (but, for the avoidance of doubt, any electronic signatures effected while your consent to utilize electronic signatures was in effect shall not be entitled invalidated by virtue of such withdrawal/opt-out); and 7) you acknowledge and agree that (in addition to exchange any distribution of materials sent to you by Fortress Net Lease REIT, its beneficial interest in the Omnibus Team Unit Instrument for a Team Unit Instrument in registered form affiliates and/or service providers or other form storage of security instrument not otherwise contemplated such materials by this Agreement. (p) If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986Fortress Net Lease REIT, as amendedits affiliates and/or service providers), if agreed to by Fortress Net Lease REIT, the Subscriber hereby represents that it has satisfied itself as Memorandum, other materials, communications and/or reports relating to the full observance of the laws of your Shares in Fortress Net Lease REIT will be posted to a supplemental third-party repository (including, without limitation, a data repository hosted by SS&C Intralinks or its jurisdiction in connection affiliates) to provide you and your Financial Advisor with any invitation, subscription and payment for, and continued ownership of, its beneficial interest in the Omnibus Team Unit Instrument and the underlying securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction, including (i) the legal requirements within its jurisdiction for the Subscription and the purchase of its beneficial interest in the Omnibus Team Unit Instrument; (ii) any foreign exchange restrictions applicable access to such Subscription documentation and purchase; (iii) any governmental or other consents information. You declare that may need to be obtained; the information supplied above is true and (iv) the income tax correct and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of its beneficial interest in the Omnibus Team Unit Instrument and the underlying securities. The Subscriber acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Omnibus Team Unit Instrument (and the Subscriber’s beneficial interest therein) and the underlying securitiesrelied upon by Fortress Net Lease REIT. (q) If the Subscriber is a corporate entity: (i) such corporate entity is duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to enter into this Agreement; (ii) the execution, delivery and performance by the Subscriber of the Agreement is within the power of the Subscriber and has been duly authorized by all necessary actions on the part of the Subscriber; (iii) to the knowledge of the Subscriber, it is not in violation of its current charter or bylaws, any material statute, rule or regulation applicable to the Subscriber; and (iv) the performance the Agreement does not and will not violate any material judgment, statute, rule or regulation applicable to the Subscriber; result in the acceleration of any material indenture or contract to which the Subscriber is a party or by which it is bound, or otherwise result in the creation or imposition of any lien upon the Subscription Amount.

Subscriber Representations. By executing this Agreement, the Subscriber hereby represents and warrants to the Company as follows: (a) The Subscriber has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of the Subscriber, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Subscriber has been advised that the Omnibus Team Unit Instrument Crowd SAFE (and the Subscriber’s beneficial interest therein) and the underlying securities have not been registered under the Securities Act or any state securities laws and are offered and sold hereby pursuant to Section 4(a)(6) of the Securities Act (“Regulation CF”)Act. The Subscriber understands that neither the Omnibus Team Unit Instrument Crowd SAFE (nor the Subscriber’s beneficial interest therein) nor the underlying securities may be resold or otherwise transferred unless they are registered or exempt from registration under the Securities Act and applicable state securities laws or pursuant to Rule 501 of Regulation CF, in which case certain state transfer restrictions may apply. Subscriber further understands and agrees that its beneficial interest in the Omnibus Team Unit Instrument Crowd SAFE and the securities to be acquired by the Subscriber thereunder shall be subject to further the terms and conditions set forth in the Omnibus Team Unit InstrumentCrowd SAFE, including without limitation the transfer restrictions set forth in Section 5 of the Omnibus Team Unit InstrumentCrowd SAFE. (c) The Subscriber is purchasing its beneficial interest in the Omnibus Team Unit Instrument Crowd SAFE and the securities to be acquired by the Subscriber thereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. The Subscriber understands that the Omnibus Team Unit Instrument Crowd SAFE (and the Subscriber’s beneficial interest therein) and the underlying securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Subscriber’s representations as expressed herein. (d) The Subscriber has, and at all times under this Agreement will maintain, a custody account in good standing with the custodian and trustee pursuant to a valid and binding custody account agreement. (e) The Subscriber acknowledges, and is making the Subscription and purchasing its beneficial interest in the Omnibus Team Unit Instrument Crowd SAFE in compliance with, the investment limitations set forth in Rule 100(a)(2) of Regulation CF, promulgated under Section 4(a)(6)(B) of the Securities Act. (f) The Subscriber acknowledges that (i) the Subscriber has received all the information the Subscriber has requested from the Company and (ii) such information is necessary or appropriate for deciding whether to make the Subscription and acquire its beneficial interest in the Omnibus Team Unit Instrument Crowd SAFE and the underlying securities. (g) The Subscriber has had an opportunity to (i) ask questions and receive answers from the Company regarding the terms and conditions of the Omnibus Team Unit Instrument Crowd SAFE (and the Subscriber’s beneficial interest therein) and the underlying securities, and (ii) to obtain any additional information necessary to verify the accuracy of the information given to the Subscriber. In deciding to make the Subscription and purchase its beneficial interest in the Omnibus Team Unit InstrumentCrowd SAFE, the Subscriber is not relying on the advice or recommendations of the Company, the Portal or any other third-party, and the Subscriber has made its own independent decision that an investment in the Omnibus Team Unit Instrument Crowd SAFE and the underlying securities is suitable and appropriate for the Subscriber. The Subscriber understands that no federal, federal or state or other agency has passed upon the merits or risks of an investment in the Omnibus Team Unit Instrument Crowd SAFE and the underlying securities or made any finding or determination concerning the fairness or advisability of such investment. (h) The Subscriber understands and acknowledges that as the holder of a beneficial interest in the Omnibus Team Unit InstrumentCrowd SAFE, the Subscriber shall have no voting, information or inspection rights with respect to the Company, aside from any disclosure requirements the Company is required to make under relevant securities regulations, regulations, or as provided in the Omnibus Team Unit Instrument and any proxy agreement. (i) The Subscriber understands and acknowledges that the Company has entered into, or expects to enter into, separate subscription agreements substantially similar in all material respects to this Agreement with other subscribers, and that such subscribers shall also hold pro rata beneficial interests (based on their respective subscription amounts) in the Omnibus Team Unit InstrumentCrowd SAFE. (j) The Subscriber understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for the Omnibus Team Unit Instrument, the Crowd SAFE or underlying securities or any other class of the Company’ssecurities. (k) Subscriber is not (i) a citizen or resident of a geographic area in which the purchase or holding of the Omnibus Team Unit Instrument Crowd SAFE and the underlying securities is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of State’s Debarred Parties List or other applicable sanctions lists. Subscriber hereby represents and agrees that if Subscriber’s country of residence or other circumstances change such that the above representations are no longer accurate, Subscriber will immediately notify Company. Subscriber further represents and warrants that it will not knowingly sell or otherwise transfer any interest in the Omnibus Team Unit Instrument Crowd SAFE or the underlying securities to a party subject to U.S. or other applicable sanctions. (l) The Subscriber further acknowledges that it has read, understood, and had ample opportunity to ask Company questions about its business plans, “Risk Factors,” and all other information presented in the Company’s Form C and the offering documentation filed with the SEC. (m) The Subscriber understands the substantial likelihood that the Subscriber will suffer a TOTAL LOSS of all capital investedinvestments made hereunder, and that Subscriber is prepared to bear the risk of such total loss. (n) The Subscriber understands and agrees that its beneficial interest in the Omnibus Team Unit Instrument Crowd SAFE does not entitle the Subscriber, as a holder of such interest, to vote, execute consents, or to otherwise represent the interests thereunder. The Subscriber acknowledges and agrees that the custodian and trustee shall vote, execute consents, and otherwise make elections pursuant to the terms of the Omnibus Team Unit Instrument Crowd SAFE in its sole and absolute discretion. (o) The Subscriber understands and agrees that, except as otherwise agreed by the Company in its sole discretion, the Subscriber will not be entitled to exchange its beneficial interest in the Omnibus Team Unit Instrument Crowd SAFE for a Team Unit Instrument Crowd SAFE in registered form or other form of security instrument not otherwise contemplated by this Agreement. (p) If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation, subscription and payment for, and continued ownership of, its beneficial interest in the Omnibus Team Unit Instrument Crowd SAFE and the underlying securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction, including (i) the legal requirements within its jurisdiction for the Subscription and the purchase of its beneficial interest in the Omnibus Team Unit InstrumentCrowd SAFE; (ii) any foreign exchange restrictions applicable to such Subscription and purchase; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of its beneficial interest in the Omnibus Team Unit Instrument Crowd SAFE and the underlying securities. The Subscriber acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Omnibus Team Unit Instrument Crowd SAFE (and the Subscriber’s beneficial interest therein) and the underlying securities. (q) If the Subscriber is a corporate entity: (i) such corporate entity is duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to enter into this Agreement; (ii) the execution, delivery and performance by the Subscriber of the Agreement is within the power of the Subscriber and has been duly authorized by all necessary actions on the part of the Subscriber; (iii) to the knowledge of the Subscriber, it is not in violation of its current charter or bylaws, any material statute, rule or regulation applicable to the Subscriber; and (iv) the performance the Agreement does not and will not violate any material judgment, statute, rule or regulation applicable to the Subscriber; result in the acceleration of any material indenture or contract to which the Subscriber is a party or by which it is bound, or otherwise result in the creation or imposition of any lien upon the Subscription Amount.