Common use of Subscription Clause in Contracts

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock (the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock (the “Common Stock”), par value $0.001 per share, of Cityzenith HoldingsCommodore Hospitality, Inc., a Delaware corporation (the “Company”). Such purchases shall be made at a purchase price of $1.15 10.00 per share of Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ _, 2021 as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 7,500,000 shares (the “Maximum Shares”). The Company may accept subscriptions until ________, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) number of common stock (Shares set forth on the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (signature page hereto at the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price of for the Shares with respect to each Share Investor (the “Purchase Price”) is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Regulation A Offering Statement qualified on Circular dated ______ as well as the , 2020 and its exhibits to the offering circular (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date (as hereinafter defined)Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (fd) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of Investor, Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Non-voting Common Stock (the “Non-voting Common Stock”), par value $0.001 0.0000001 per share, of Cityzenith Holdings, Jet Token Inc., a Delaware corporation (the “Company”), which shares of Non-voting Common Stock are convertible into shares of Common Stock of the Company, par value $0.0000001 per share (the “Common Stock”). Such purchases shall be made at a purchase price of $1.15 0.30 per share of Non-voting Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the voting Common Stock issuable upon the conversion of the shares of Non-voting Common Stock subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, as amended, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the an Offering Statement qualified on Circular dated ______ as well as the exhibits to the offering circular ________, 2019 (the “Offering Circular”) as ), filed with the Securities and Exchange Commission (SEC as part of the “SEC”)Offering Statement. By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription The Investor’s subscription hereunder may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Non-voting Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 33,333,333 shares (the “Maximum Shares”). The Company may accept subscriptions until ______________, 2020, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The There is no minimum offering amount and the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (aA) The Investor hereby irrevocably subscribes for and agrees Subject to purchase shares (the “Shares”) of common stock (the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions hereinafter set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred Agreement, the Investor offers to herein as purchase the “Securities.” The rights and preferences number of the Securities are shares of Preferred Stock as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor Signature Page attached hereto. The Investor understands that the Securities are being offered pursuant Company has the right to the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offeringaccept or reject this Offer, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at for any time prior reason whatsoever. Acceptance of this Offer, subject to the Termination Date (as hereinafter defined)condition set forth in Section 3, shall be deemed given by the Company at its sole discretion. In addition, countersigning of this Subscription Agreement on behalf of the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (dB) The aggregate number of shares of Common Stock that may be sold by If the Company in this offering shall not exceed 17,491,304 shares (accepts the “Maximum Shares”). The Company may accept subscriptions until ______Offer, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion closing of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares Preferred Stock (or any portion thereofthe "Closing") will be held contemporaneously with the closing of the merger contemplated by the Merger Agreement and the shares of capital stock to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effectbe issued pursuant thereto. (fC) The terms of this Subscription Agreement shall be binding upon If the Company accepts the Offer, the Investor and its transfereeswill pay for the Preferred Stock subscribed for hereunder by wire transfer, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effectivedeposited in a special non-interest bearing escrow account established by the Placement Agent and the Company (the "Escrow Account") with Wachovia Bank, N.A. (the "Escrow Agent"), within 24 hours of written notice from the Company to the Investor stating that the conditions to Closing set forth in Section 3 have been satisfied and the Company is prepared to proceed to Closing. Contemporaneously with Investor's delivery of the payment for the Preferred Stock subscribed to hereunder to the Escrow Account, the Transferee shall have executed and delivered Company will deliver to the Escrow Agent certificate(s) representing the Preferred Stock subscribed for by the Investor. At Closing, the funds deposited into the Escrow Account will be released to the Company in advance an instrument in form acceptable and the certificate(s) representing the Preferred Stock subscribed for by the Investor will be released to the Company in its sole discretion, pursuant Investor. (D) The Investor agrees to which comply with the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A-3 Preferred Stock (the “Common Series A-3 Preferred Stock”), par value $0.001 0.0001 per share, of Cityzenith HoldingsD▇▇▇▇.▇▇, Inc., a Delaware corporation (the “Company”), which shares of Series A-3 Preferred Stock are convertible into shares of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”). Such purchases shall be made at a purchase price of $1.15 0.53 per share of Common Series A-3 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of the shares of Series A-3 Preferred Stock subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on Circular dated [______ as well as the ], 2018, and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Series A-3 Preferred Stock that may be sold by the Company in this offering shall not exceed 17,491,304 18,867,925 shares (the “Maximum Shares”). The Company may accept subscriptions until ______[DATE], unless earlier terminated otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be required to sell the Maximum Shares (the “Termination Date”). The Provided that subscriptions for at least 754,716 shares of Series A-3 Preferred Stock are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Common Stock (the “Common Stock”), without par value $0.001 per sharevalue, of Cityzenith Holdings, Quara Devices Inc., a Delaware Wyoming corporation (the “Company”). Such purchases shall be made at a purchase price of $1.15 5.80 per share of Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate Articles of Incorporation and By-laws, as amended, of the Company, Company available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the an Offering Statement qualified on Circular dated ______ as well as the exhibits to the offering circular _____________, 2020 (the “Offering Circular”) as ), filed with the Securities and Exchange Commission (SEC as part of the “SEC”)Offering Statement. By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription The Investor’s subscription hereunder may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 3,448,276 shares (the “Maximum Shares”), 365, 496 of which are being sold by certain of the Company’s existing shareholders (collectively, the “Selling Shareholders”). The Company may accept subscriptions until ___________________, 2023, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The There is no minimum offering amount and the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares buy and the Company agrees to sell to Investor such number of the Company’s ordinary shares, $0.001 par value per share (the “Shares”) of common stock ), as set forth on the signature page hereto, for an aggregate purchase price (the “Common StockPurchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation Registration No. 333-228750 (the “CompanyRegistration Statement”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Registration Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with will have been declared effective by the Securities and Exchange Commission (the “SECCommission”)) prior to issuance of any Shares and acceptance of any Investor’s subscription. By subscribing The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information as required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunderlaw. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejectedShares are being offered by Boustead Securities, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares LLC (the “Maximum SharesUnderwriter”)) as underwriter on a “best efforts” up to $20,000,000. The Company may accept subscriptions until ______, unless earlier terminated by completion of the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the purchase and sale of the Shares (or any portion thereofthe “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is not consummated for unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any reasonexcess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, this Subscription Agreement shall have no force or effectthe Investor acknowledges receipt of the Registration Statement and any amendment, except for Section 6 hereof, which shall remain in force and effect. (f) The the terms of this Subscription Agreement which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall be binding upon Investor confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and its transfereesNotice to Members 84-7 issued by the Financial Industry Regulatory Authority, heirs, successors and assigns Inc. (collectively, the “TransfereesRule”); provided , all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any such transfer to be deemed effective, the Transferee shall have executed and delivered reason prior to the Company termination date set forth in advance an instrument the Registration Statement, all funds deposited in form acceptable the escrow account will be returned to investors promptly in accordance with the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, the escrow agreement and the Company consents to the transfer in its sole discretionapplicable law.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) number of common stock (Shares set forth on the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (signature page hereto at the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price of for the Shares with respect to each Share Investor (the “Purchase Price”) is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Regulation A Offering Statement qualified on Circular dated ___, 201___ as well as the and its exhibits to the offering circular (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date (as hereinafter defined)Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (fd) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of Investor, Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) number of common stock (Shares set forth on the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (the “Company”). Such purchases shall be made signature page hereto at a purchase price of One Dollars ($1.15 1.00) per such share of Common Stock (the “Per Security Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price of for the Shares with respect to each Share Investor (the “Purchase Price”) is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well as the Circular dated December 14, 2018 and its exhibits to the offering circular (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis.” This means not all investors will receive their Shares on the same date. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (fd) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of Investor, Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares of Series Seed-1 Preferred Stock, par value $0.0001 per share (the “Shares”) of common stock (the “Common Stock”), par value $0.001 per share, of Cityzenith HoldingsAppMail, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 0.49 per share of Common Series Seed-1 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The minimum subscription is $999.60. SeedInvest Auto Invest participants have a lower investment minimum of $199.92. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate of Incorporation of the CompanyCompany (the “Restated Charter”), available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered (the “Offering”) pursuant to the Offering Statement qualified on Circular dated [______ as well as the ] and its exhibits to the offering circular (the “Offering Circular”) ), as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), part by the Company at its sole discretion, subject to the conditions set forth herein. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminateterminate (unless partially rejected). Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Series Seed-1 Preferred Stock that may be sold by the Company in this offering Offering shall not exceed 17,491,304 10,204,081 shares (the “Maximum Shares”). The Company may accept subscriptions until ______the earlier of: 1) the date which is one year from the Offering being qualified by the SEC, unless earlier 2) the date at which the Maximum Shares are sold, or 3) as sooner terminated by the Company in its sole discretion (the “Termination Date”). The Providing that subscriptions for $750,000 (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering Offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and permitted assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares the Non-Voting Series A-3 Preferred Stock (the “Shares”) of common stock (the “Common StockSecurities”), par value $0.001 per share, of Cityzenith Holdings, BOXABL Inc., a Delaware Nevada corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 0.80 per share of Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share minimum subscription is payable in the manner provided in Section 3(a) below$1,000. The Shares Non-Voting Series A-3 Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock, issuable upon conversion of the Non-Voting Series A-3 Preferred Stock are sometimes also referred to herein as the “Securities.” The rights and preferences of the Securities Non-Voting Series A-3 Preferred Stock are as set forth in the Third Fifth Amended and Restated Certificate Articles of Incorporation of Incorporation, the Company, available in Bylaws and the Fourth Amended and Restated Stockholders Agreement filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor Subscriber understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ as well as the exhibits to the an offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission SEC as part of the Offering Statement (the “SEC”SEC File No. [X]), as may be amended from time to time. By subscribing to the Offeringexecuting this Subscription Agreement as provided herein, Investor Subscriber acknowledges that Investor Subscriber has received and reviewed a copy access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by Investor the Subscriber to make an investment decision with respect to the Securitiesdecision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of shares (the “Shares”) of the Company’s common stock stock, $0.001 par value per share (the “Common StockShares”), par value $0.001 per shareas set forth on the signature page hereto, of Cityzenith Holdings, Inc., a Delaware corporation for an aggregate purchase price (the “CompanyPurchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form S-1, Registration No. 333-202803 (the “Registration Statement”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Registration Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with will have been declared effective by the Securities and Exchange Commission (the “SECCommission”) prior to issuance of any Shares and acceptance of Investors subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Common Shares are being offered by Bonwick Capital Partners LLC and Network 1 Financial Securities, Inc. (the “Underwriters”) as underwriters on a “best efforts, minimum/maximum” basis. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). By subscribing Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting Agreement and Registration Statement, at the Closing, (i) the Investor shall pay the Purchase Price by check or by wire transfer of immediately available funds to the OfferingCompany’s escrow account per wire instructions as provided on the signature line below, and (ii) the Company shall cause the Shares to be delivered to the Investor acknowledges that Investor has received and reviewed a copy with the delivery of the Offering Circular and Offering Statement Shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Shares to the residential or business address indicated thereon). The Underwriters and any other information required participating broker dealers (the “Members”) shall confirm, via the selected dealer agreement or master selected dealer agreement that it will comply with rule 15c2-4. As per rule 15c2-4 and notice to members 84-7 (the “Rule”), all checks that are accompanied by Investor to make an investment decision a subscription agreement will be promptly sent along with respect the subscription agreements to the Securities. (c) This Subscription may escrow account by noon the next business day. In regards to monies being wired from an investor’s bank account, the Members shall request the investors send their wires by the next business day, however, we cannot insure the investors will forward their respective monies as per the Rule. In regards to monies being sent from an investor’s account held at the participating broker, the funds will be accepted or rejected “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in whole or customer accounts will be transmitted by noon of the next business day. In the event that funds are sent in part, at and the offering does not close for any time reason prior to the Termination Date (as hereinafter defined)set forth in the final Registration Statement, by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) all funds will be returned to Investor without interest investors promptly in accordance with the escrow agreement terms and all of Investor’s obligations hereunder shall terminateapplicable law. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A Preferred Stock, par value $0.0001 per share (the “Common Series A Preferred Stock”), par value $0.001 per share, of Cityzenith HoldingsD▇▇▇▇.▇▇, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 0.48 per share of Common Series A Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on Circular dated May ______ as well as the , 2016 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock Series A Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 14,481,413 shares (the “Maximum Shares”). The Company may accept subscriptions until ___May ___, 2017, unless earlier terminated otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be required to sell the Maximum Shares (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares of Series C-1 Preferred Stock, par value $0.0001 per share (the “Shares”) of common stock (the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Gin & Luck Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 1.81044 per share of Common Series C-1 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The minimum subscription is $1,001.18. The purchase price of each Share is payable in the manner provided in Section 3(a3(b) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Second Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). (b) Investor understands that the Shares are being offered (the “Offering”) pursuant to the Offering Circular dated [ ], and its exhibits (the “Offering Circular”), as filed with the SEC. By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), part by the Company at its sole discretion, subject to the conditions set forth herein. In additionInvestor may not cancel, terminate or revoke this Subscription Agreement, which, in the Companycase of an individual, at its sole discretionshall survive his death or disability and shall be binding upon Investor, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole his heirs, trustees, beneficiaries, executors, personal or in part) legal administrators or rejected. If Investor’s subscription is rejectedrepresentatives, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest successors, transferees and all of Investor’s obligations hereunder shall terminateassigns. (d) The aggregate number of shares of Common Stock that may be sold Once Investor makes a funding commitment to purchase Shares, it is irrevocable until the Shares are issued, the Subscription is rejected by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______Company, unless earlier terminated by or the Company in its sole discretion (otherwise determines not to consummate the “Termination Date”)transaction. The Providing that all requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering Offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, (i) the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, Investor herein and the terms of this Subscription Agreementeach of the Transaction Agreements (as defined below), and (ii) the Company consents to the transfer in its sole discretion.

Subscription. (a) The a. Subject to Section 1(d), the Investor hereby irrevocably subscribes for and agrees to purchase shares (from ARYA the “Shares”) number of common stock (Shares set forth on the “Common Stock”), par value $0.001 per share, signature page of Cityzenith Holdings, Inc., a Delaware corporation (this Subscription Agreement on the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Price”), rounded down terms and subject to the nearest whole share based on conditions provided for herein. The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the Investor’s subscription amountfor the Shares for any reason or for no reason, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to its acceptance, and the Termination same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as hereinafter defineddefined below) (such period of time, the “Pre-Closing Series A Financing Period”), by the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company at its sole discretion. In additionin exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretiona “Pre-Closing Series A Financing”). Assuming, may allocate to Investor only a portion in the case of ARYA, that the representation and warranty of the number of Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares that Investor has subscribed to purchase hereunder. The and Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by Series A-1 Preferred Shares from the Company in this offering shall not exceed 17,491,304 shares exchange for $25,000,000 in cash on July 8, 2020 (the “Maximum SharesInitial Pre-Closing Series A Financing”). The Company may accept subscriptions until ______, unless earlier terminated by and (ii) each of ARYA and the Company in its sole discretion (Investor acknowledge and agree that the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement Initial Pre-Closing Series A Financing shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agreeconstitute, and be bound by the representations and warranties of Investordeemed to be, terms a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company consents to Series A-1 Preferred Shares purchased by the transfer Investor as provided in its sole discretionthe first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A-2 Preferred Stock convertible into Common Stock, par value $0.0001 per share (the “Common Series A-2 Preferred Stock”), par value $0.001 per share, of Cityzenith HoldingsD▇▇▇▇.▇▇, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 0.50 per share of Common Series A-2 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on Circular dated August ______ as well as the , 2017 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock Series A-2 Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 20,000,000 shares (the “Maximum Shares”). The Company may accept subscriptions until ______[DATE], unless earlier terminated otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be required to sell the Maximum Shares (the “Termination Date”). The Providing that subscriptions for 1,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of shares (the “Shares”) of the Company’s common stock stock, $0.001 par value per share, as set forth on the signature page hereto, for an aggregate purchase price (the “Common StockPurchase Price”), par value $0.001 ) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share, of Cityzenith Holdings, Inc., a Delaware corporation share (the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions ) as set forth hereinon the signature page hereto. The purchase price of each Share Purchase Price is payable in set forth on the manner provided in Section 3(a) belowsignature page hereto. The Shares are being subscribed for under this Subscription Agreement are sometimes referred offered pursuant to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Companyan offering statement on Form 1-A, available in the Exhibits to the Offering Statement of the Company filed with the SEC File No. 024-11668 (the “Offering Statement”). (b) Investor understands that . The Offering Statement will have been qualified by the Securities are being offered pursuant and Exchange Commission (the “Commission”) prior to the Offering Statement qualified on ______ as well as the exhibits to the issuance of any Shares and acceptance of Investor’s subscription. The offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed which forms a copy part of the Offering Statement, however, is subject to change. A final Offering Circular and and/or supplement to Offering Statement and any other information Circular will be delivered to the Investor as required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), law. The Shares are being offered by the Company at its sole discretionon a “best efforts” basis. In addition, the Company, at its sole discretion, may allocate to Investor only a portion The completion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereofthe “Closing”) shall take place at a place and time (the “Closing Date”) to Investor is not consummated be specified by the Company in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Purchase Price for any reason, this Subscription Agreement the Shares shall have no force or effect, except for Section 6 hereof, which shall remain in force be paid simultaneously with the execution and effect. (f) The terms delivery to the Company of the signature page of this Subscription Agreement Agreement. Investor shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms deliver a signed copy of this Subscription Agreement, and along with payment for the aggregate Purchase Price of the Shares by a check for available funds made payable to “Marijuana Company of America, Inc.”, by ACH electronic transfer or wire transfer to an account designated by the Company, or by any combination of such methods. Payment for the Shares shall be received by the Company consents from the undersigned by transfer of immediately available funds, or other means approved by the Company at least two (2) days prior to the transfer closing date, in its sole discretionthe amount as set forth on the signature page hereto. Upon satisfaction or waiver of all the conditions to closing set forth in the Offering Statement, at the Closing, the Company shall cause the Shares to be delivered to the Investor with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions.”

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of the Company’s common stock (the “Common Stock”)stock, par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation share (the “CompanyCommon Stock”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, ) upon the terms and conditions set forth hereinin this Agreement. The number of Shares to be purchased and sold under this Agreement shall be equal to the quotient of (i) the aggregate purchase price for the Shares set forth on the signature page hereto, divided by (ii) the per share price (the “Per Share Price”) set forth on the signature page hereto, rounded to the nearest one thousandth of each Share is payable in the manner provided in Section 3(a) belowa Share. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Common Stock are as set forth in the Third Amended and Restated Company’s Certificate of Incorporation of the Company, available and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (as amended, if applicable, the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on an offering circular, dated [______ ___], 2021 (as well as the exhibits to the offering circular (amended, if applicable, the “Offering Circular”) as ), filed with the Securities and Exchange Commission (SEC as part of the “SEC”)Offering Statement. By subscribing to the Offeringexecuting this Agreement, Investor acknowledges that Investor has received and reviewed a copy this Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by Investor to make an investment decision with respect to the Securitiesdecision. (c) This Subscription Investor’s subscription hereunder may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 7,500,000 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company termination of the Offering in accordance with its sole discretion terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering offering, on various dates at or prior to the Termination Date (each a “ClosingClosing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription This Agreement shall may not be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound assigned or otherwise transferred by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of shares (the “Shares”) of the Company’s common stock stock, $0.00001 par value per share (the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation as set forth on the signature page hereto for an aggregate purchase price (the “CompanyPurchase Price”). Such purchases shall be made at a ) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price of $1.15 per share of Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions Share as set forth hereinon the signature page hereto. The purchase price of each Share Purchase Price is payable in set forth on the manner provided in Section 3(a) belowsignature page hereto. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the that Offering Statement on Form 1-A, qualified on ______ as well as the exhibits to the offering circular ___, 2016 (the “Offering CircularStatement”) as filed with by the Securities and Exchange Commission (the “SECCommission”). By subscribing A final offering circular will be delivered to the Offering, Investor acknowledges that Investor has received and reviewed a copy as required by law. The completion of the Offering Circular purchase and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereofthe “Closing”) shall take place at a place and time (the “Closing Date”) to be specified in writing to the Investor is not consummated for any reasonby the Company, this Subscription Agreement shall have no force or effectin accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, except for Section 6 hereof, which shall remain in force and effect. (f) as amended. The terms execution of this Subscription Agreement shall be by the Investor constitutes a binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered offer pursuant to the terms thereof to purchase the Shares and an agreement to hold open such offer until this Subscription is accepted or rejected by the Company. This Subscription shall not be valid unless countersigned by an officer of the Company. The Company in advance an instrument in form acceptable shall provide written notice to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound Investor upon acceptance or rejection of such as soon as practicable after receipt by the representations and warranties of Investor, terms Company. The execution of this Subscription Agreementwill constitute a closing. Within ninety (90) days of the final closing of the offering of shares of Common Stock, and the Company consents will deliver stock certificates attributable to the transfer in its sole discretionShares purchased directly to the Investor.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A – 1 Preferred Stock, par value $0.0001 per share (the “Common Series A -1 Preferred Stock”), par value $0.001 per share, of Cityzenith Holdings, Innovega Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 3.00 per share of Common Series A-1 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The minimum subscription is $999.00. SeedInvest Auto Invest participants have a lower investment minimum of $198.00. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Second Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on Circular dated March ______ as well as the , 2021 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion, subject to the conditions set forth herein. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Stock Series A-1 Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 5,000,000 shares (the “Maximum Shares”). The Company may accept subscriptions until ______the earlier of: 1) the date at which the Maximum Shares are sold, unless earlier 2) 12 months from the date the offering is qualified by the Securities Exchange Commission, or 3) as sooner terminated by the Company in its sole discretion (the “Termination Date”). The Providing that subscriptions for $750,000 (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a1) The Investor Subject to the terms and conditions hereof the Undersigned hereby irrevocably subscribes for and agrees to purchase 3,000,000 shares (the “Shares”) of common stock (stock, at the “Common Stock”), par value price of $0.001 0.50 per share, for a total of Cityzenith Holdings$1,500,000. Funds shall be payable in U.S. currency, to the order of Energenx, Inc, or by wire transfer to the Company at the following banking coordinates: Energenx Inc., a Delaware corporation (US Bank, 4th Street Branch, Coeur d’ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, account #153390113253, ABA routing #▇▇▇▇▇▇▇▇▇ in the “Company”). Such purchases shall be made at a net amount of the purchase price of $1.15 per share of Common Stock the Shares for which the Undersigned is subscribing (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”"Payment"). (b2) Investor The Undersigned understands that all payments by check as provided in paragraph 1 above shall be delivered to Energenx Inc. and, thereafter, such payment will be deposited as soon as practicable in the Securities are being offered pursuant to corporate account. The Payment (or, in the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed case of rejection of a copy portion of the Offering Circular and Offering Statement and any other information required by Investor Undersigned's subscription, the part of the Payment relating to make an investment decision with respect to such rejected portion) will be returned promptly, if the Securities. (c) This Subscription may be accepted or Undersigned's subscription is rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), . There is no minimum contingency and all funds may be used by the Company at upon its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion acceptance of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminatesubscription. (d3) The aggregate number Undersigned hereby acknowledges receipt of shares a copy of Common Stock that may the Investment Summary, and hereby agrees to be sold bound thereby upon the (i) execution and delivery to the Company of the signature page to the Undersigned's completed questionnaire submitted by the Undersigned (the "Questionnaire") and this Subscription Agreement and (ii) acceptance on the Closing Date by the Company in this offering shall not exceed 17,491,304 shares of the Undersigned's subscription for one or more Shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”"Subscription"). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f1) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided Undersigned agrees that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company may, in its sole and absolute discretion, pursuant reduce the Undersigned’s subscription to which any number of Shares that in the proposed Transferee shall be acknowledge, agree, and be bound aggregate do not exceed the number of Shares hereby applied for without any prior notice to or further consent by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretionUndersigned.

Subscription. (a) The Investor undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares Class A Common Stock (the “Shares”) of common stock (the “Common StockSecurities”), par value $0.001 per share, of Cityzenith HoldingsRyca International, Inc., a Delaware corporation Corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 [_____] per share of Class A Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share minimum subscription is payable in the manner provided in Section 3(a) below$[______]. The Shares Class A Common Stock being subscribed for under this Subscription Agreement and the Class B Common Stock (“Class B Common Stock”), issuable upon conversion/exercise of the Class A Common Stock are sometimes also referred to herein as the “Securities.” The rights and preferences of the Securities Class A Common Stock are as set forth in the Third Company’s Amended and Restated Certificate of Incorporation of the Company, available in the and Bylaws filed as Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to the Offering Statement qualified on an offering circular dated ____________________ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (SEC as part of the “SEC”)Offering Statement. By subscribing to the Offering, Investor Subscriber acknowledges that Investor Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by Investor the Subscriber to make an investment decision with respect to the Securitiesdecision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares of Series B Preferred Stock, par value $0.0001 per share ((the “Shares”) of common stock (the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Gin & Luck Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 0.9093 per share of Common Series B Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The minimum subscription is $1,000.23. SeedInvest Auto Invest participants have a lower investment minimum of $200.96. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SECSEC”).1 (b) Investor understands that the Shares are being offered (the “Offering”) pursuant to the Offering Circular dated [_] and its exhibits (the “Offering Circular”), as filed with the SEC. By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), part by the Company at its sole discretion, subject to the conditions set forth herein. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Series B Preferred Stock that may be sold by the Company in this offering Offering shall not exceed 17,491,304 6,598,482 shares (the “Maximum Shares”). The Company may accept subscriptions until ______the earlier of: 1) the date which is one year from the Offering being qualified by the SEC, unless earlier 2) the date at which the Maximum Shares are sold, or 3) as sooner terminated by the Company in its sole discretion (the “Termination Date”). The Providing that subscriptions for 824,811 shares (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering Offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, (i) the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, Investor herein and the terms of this Subscription Agreementeach of the Transaction Agreements (as defined below), and (ii) the Company consents to the transfer in its sole discretion.. _______ 1 Note to SI: what is the intended difference between Offering Statement and Offering Circular?

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A – 1 Preferred Stock, par value $0.0001 per share (the “Common Series A -1 Preferred Stock”), par value $0.001 per share, of Cityzenith Holdings, Innovega Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 3.00 per share of Common Series A-1 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Second Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well as the Circular dated January , 2022 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion, subject to the conditions set forth herein. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Stock Series A-1 Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 5,000,000 shares (the “Maximum Shares”). The Company may accept subscriptions until ______the earlier of: 1) 12 months from the date the offering is qualified by the Securities Exchange Commission, unless earlier or 2) as sooner terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A-3 Preferred Stock (the “Common Series A-3 Preferred Stock”), par value $0.001 0.0001 per share, of Cityzenith HoldingsD▇▇▇▇.▇▇, Inc., a Delaware corporation (the “Company”), which shares of Series A-3 Preferred Stock are convertible into shares of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”). Such purchases shall be made at a purchase price of $1.15 0.53 per share of Common Series A-3 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of the shares of Series A-3 Preferred Stock subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ September 27, 2018 and offering circular supplements dated April 26, 2019, and August X▇, ▇▇▇▇, as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Series A-3 Preferred Stock that may be sold by the Company in this offering shall not exceed 17,491,304 18,867,925 shares (the “Maximum Shares”). The Company may accept subscriptions until ______September 26, 2019, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Provided that subscriptions for at least 754,716 shares of Series A-3 Preferred Stock are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned investor (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock (the “Common Series A-2 Preferred Stock”), par value $0.001 per shareshare (the “Series A-2 Preferred Stock”), of Cityzenith Holdings, Virtuix Holdings Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 2.996 per share of Common Series A-2 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The minimum subscription is $997.67. SeedInvest Auto Invest participants have a lower minimum investment of $197.73. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock of the Company issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well Circular dated [DATE] and its exhibits (as the exhibits same may be supplemented from time to the offering circular (time after such date, the “Offering Circular”) ), as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offeringthis offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Stock Series A-2 Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 shares 3,337,783 Shares (the “Maximum SharesOffering”). The Company may accept subscriptions until ______the date of the first anniversary of the Offering Circular, unless earlier or until sooner terminated by the Company in its sole discretion (the “Termination Date”). The Providing that subscriptions for $1,000,000 (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, Investor set forth herein and the other terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc.Fifteen Five Partners PBC, a Delaware public benefit corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 1.00 per share Share of Class A Common Stock (the “Per Security Price”)Stock, rounded down to the nearest whole share based on the Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate certificate of Incorporation incorporation of the Company, available in the Exhibits exhibits to the Offering Statement offering statement of the Company filed with the SEC (the “Offering Statement”) filed with the Securities and Exchange Commission (the “SEC”) pursuant to Regulation A of the Securities Act of 1933, as amended (the “Act”). (b) . The Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ as well as the Circular dated December 6, 2018, and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to subscribing, the Offering, Investor acknowledges that Investor it has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by the Investor to make an investment decision with respect to the Securities. (c) . This Subscription may be accepted or rejected rejected, in whole or in part, at any time prior to the Termination Date (as hereinafter defined), defined below) by the Company at in its sole discretion. In addition, the Company, at in its sole discretion, may allocate to the Investor only a portion of the number of the Shares that the Investor has subscribed to purchase hereunder. The Company will notify the Investor whether this its subscription is accepted (whether in whole or in part) or rejected. If the Investor’s subscription is rejected, the Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of the Investor’s obligations hereunder shall terminate. (d) . The aggregate number of shares of Class A Common Stock that may be sold by the Company in this offering pursuant to the Offering Statement shall not exceed 17,491,304 shares 250,000 Shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless the earlier terminated of (i) the date at which the Maximum Shares have been sold or (ii) the date which is one year from the Offering Statement being qualified by the SEC, provided that the Company may, in its sole discretion discretion, either terminate the offering at an earlier date or extend the offering in accordance with applicable SEC regulations for such additional period as may be required to sell the Maximum Shares (as applicable, the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) . In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to the Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 4 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock (the “Common Series A Preferred Stock”), par value $0.001 per shareshare (the “Series A Preferred Stock”), of Cityzenith Holdings, Monogram Orthopaedics Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 4.00 per share of Common Series A Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The minimum subscription is $1,000. SeedInvest Auto Invest participants have a lower investment minimum of $200. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well as the Circular dated May 31, 2019 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Stock Series A Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 5,000,000 shares (the “Maximum Shares”). The Company may accept subscriptions until ______May 31, 2020, unless earlier terminated otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be required to sell the Maximum Shares (the “Termination Date”). The Providing that subscriptions for $2,750,000 (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned hereby irrevocably subscribes for tenders this subscription and agrees applies to purchase shares (the “Shares”) number of common stock (the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc.Shares in HCo Cape May LLC, a Delaware corporation Limited Liability Company (the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Price”)) indicated below, rounded down pursuant to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinof this Subscription Agreement. The purchase price of each Share is Five Hundred Dollars and No Cents ($500.00) payable in the manner provided cash in Section 3(a) belowfull upon subscription. The Shares being subscribed for under this Subscription Agreement are sometimes referred undersigned further sets forth statements upon which you may rely to herein as determine the “Securities.” The rights and preferences suitability of the Securities are as set forth in undersigned to purchase the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor Shares. The undersigned understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well as the exhibits to the offering circular Circular (the “Offering Circular”) as filed ). In connection with this subscription, the Securities undersigned represents and Exchange Commission (warrants that the personal, business and financial information provided to the Company along with this Subscription Agreement and/or through the website w▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ is complete and accurate, and presents a true statement of the undersigned’s financial condition. In order to purchase Non-Voting Shares, you must take the following steps: a. Visit H▇▇▇▇▇▇▇▇▇.▇▇▇ and sign up for a user account on HotelierCo’s marketplace. b. Verify your email address and Log in to HotelierCo’s marketplace. c. Click on “Offerings” which will bring you to the offerings page which will display all the available opportunities to invest. d. Select “View Details” on the offering you are interested in. e. Review the offering details displayed on the Offering Details page and make sure to download and review all available documentation. f. If you are ready to invest, click the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of Invest” button on the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesDetails page. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of g. Input the number of the Non-Voting Shares that Investor has subscribed you would like to purchase hereunder. The Company will notify Investor whether purchase. h. Enter your banking information for ACH transfer to the offering’s escrow account and confirm your investment. i. Carefully review and sign this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned agreement that has been sent to Investor without interest and all of Investor’s obligations hereunder shall terminateyou via DocuSign. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A Preferred Stock (the “Common Series A Preferred Stock”), par value $0.001 0.0001 per share, of Cityzenith Holdings, Boxabl Inc., a Delaware Nevada corporation (the “Company”), which shares of Series A Preferred Stock are convertible into shares of Common Stock of the Company, par value $0.001 per share (the “Common Stock”). Such purchases shall be made at a purchase price of $1.15 0.14 per share of Common Stock Series A Preferred Stock, or at $0.17 per share if the Company has already accepted $5,000,000 in investments (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of the shares of Series A Preferred Stock subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate Articles of Incorporation of the Company, available Company any description of the Securities that appears in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Materials is qualified in its entirety by such document. (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of this Subscription Agreement, a copy of any offering materials being made available by the Offering Circular and Offering Statement Company, and any other information required by Investor the Subscriber to make an investment decision with respect to the Securitiesdecision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Series A Preferred Stock that may be sold by the Company in this offering shall not exceed 17,491,304 75,000,000 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier the offering is terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering offering, on various dates at or prior to the Termination Date (each a “ClosingClosing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) 1. The Investor undersigned hereby irrevocably subscribes for and agrees to purchase shares One Hundred Thousand (the “Shares”100,000) of common stock (the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (the “Company”). Such purchases shall be made Units at a purchase price of $1.15 5 per share of Common Stock (the “Per Security Price”)Unit, rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The for a total purchase price of each Share is $500,000. No discounts or commissions shall be payable in connection with the manner provided in Section 3(asubscription. Simultaneously with the execution of this Agreement, the undersigned is paying $500,000 (the "Payment") below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended form of a check, money order, banker's draft or wire transfer of funds, payable to Wyoming Oil & Minerals, Inc. 2. No other sales of Series A Preferred Stock are contemplated at this time, and Restated Certificate of Incorporation of the Companyundersigned understands that if the this subscription is accepted, available in the Exhibits to Payment will be immediately deposited into the Offering Statement corporate bank account of the Company filed with the SEC (the “Offering Statement”)and available for all corporate purposes. (b) Investor 3. The undersigned understands that the Securities are being offered pursuant to Payment will be held by the Offering Statement qualified on ______ as well as Company for its benefit. The Payment (or, in the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed case of rejection of a copy portion of the Offering Circular and Offering Statement and any other information required by Investor undersigned's subscription, the part of the Payment relating to make an investment decision with respect to such rejected portion) will be returned promptly, without interest, if the Securities. (c) This Subscription may be accepted or undersigned's subscription is rejected in whole or in part, at any time prior to . This subscription is and shall be irrevocable except that the Termination Date (as hereinafter defined), by undersigned shall have no obligations in the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares event that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether rejected in full for any reason. 4. The undersigned agrees that the Company has the right to reject any subscription in whole or in part) or rejected, to accept one subscription over another, and to allocate available Units among subscribers in any manner that it deems appropriate. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by undersigned hereby irrevocably appoints the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by and each officer of the Company and each of the foregoing acting singly, in its sole discretion (each case with full power of substitution, the “Termination Date”). The Company may elect at true and lawful agent and attorney-in-fact of the undersigned, with full power and authority in the undersigned's name, place and stead, to amend this Agreement to effect any time to close all or any portion of the foregoing provisions of this offering on various dates at or prior to the Termination Date (each a “Closing”)Paragraph 4. (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A-2 Preferred Stock convertible into Common Stock, par value $0.0001 per share (the “Common Series A-2 Preferred Stock”), par value $0.001 per share, of Cityzenith HoldingsD▇▇▇▇.▇▇, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 0.50 per share of Common Series A-2 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on Circular dated July ______ as well as the , 2017 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock Series A-2 Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 20,000,000 shares (the “Maximum Shares”). The Company may accept subscriptions until ______[DATE], unless earlier terminated otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be required to sell the Maximum Shares (the “Termination Date”). The Providing that subscriptions for 1,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares of Series B Preferred Stock, par value $0.01 per share (the “Shares”) of common stock (the “Common Stock”), par value $0.001 per share, of Cityzenith HoldingsBasil Street Cafe, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 [●] per share of Common Series B Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The minimum subscription is $[●]. SeedInvest Auto Invest participants have a lower investment minimum of $[●]. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered (the “Offering”) pursuant to the Offering Statement qualified on ______ as well as the Circular dated [●] and its exhibits to the offering circular (the “Offering Circular”) ), as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), part by the Company at its sole discretion, subject to the conditions set forth herein. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Series B Preferred Stock that may be sold by the Company in this offering Offering shall not exceed 17,491,304 [●] shares (the “Maximum Shares”). The Company may accept subscriptions until ______the earlier of: (1) the date which is one year from the Offering being qualified by the SEC, unless earlier (2) the date at which the Maximum Shares are sold, or (3) as sooner terminated by the Company in its sole discretion (the “Termination Date”). The Providing that subscriptions for $[2,500,000.00] (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering Offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, effective the proposed Transferee shall have executed and delivered to the Company in advance an instrument instrument, in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and agrees to be bound by the representations terms and warranties of Investor, terms conditions of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A-2 Preferred Stock convertible into Common Stock, par value $0.0001 per share (the “Common Series A-2 Preferred Stock”), par value $0.001 per share, of Cityzenith HoldingsD▇▇▇▇.▇▇, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 0.50 per share of Common Series A-2 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on Circular dated August ______ as well as the , 2017 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock Series A-2 Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 shares 20,000,000 Shares (the “Maximum Shares”). The Company may accept subscriptions until ______[DATE], unless earlier terminated otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be required to sell the Maximum Shares (the “Termination Date”). The Provided that subscriptions for at least 400,000 Shares are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock (the “Common Series B Stock”), par value $0.001 per shareshare (the “Series B Stock” or the “Shares”), of Cityzenith Holdings, Groundfloor Finance Inc., a Delaware Georgia corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 18.23 per share of Common Series B Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The purchase price of each Share the Shares is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate Articles of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well as the Circular dated [●], 2020 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue any of the Series B Stock to any person who is a resident of a jurisdiction in which the issuance of Series B Stock to him, her or it would constitute a violation of the securities, “blue sky” or other similar laws of such jurisdiction (collectively referred to as the “State Securities Laws”). This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Series B Stock that may be sold by the Company in this offering shall not exceed 17,491,304 548,546 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier the offering is terminated by the Company in its sole discretion (the “Termination Date”). The Providing that all requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, (i) the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and (ii) the Company consents to the transfer transfer, in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A Preferred Stock convertible into Common Stock, par value $0.0001 per share (the “Common Series A Preferred Stock”), par value $0.001 per share, of Cityzenith HoldingsD▇▇▇▇.▇▇, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 0.48 per share of Common Series A Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on Circular dated June ______ as well as the , 2016 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock Series A Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 12,500,000 shares (the “Maximum Shares”). The Company may accept subscriptions until ___May ___, 2017, unless earlier terminated otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be required to sell the Maximum Shares (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) number of common stock (Shares set forth on the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (signature page hereto at the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price of for the Shares with respect to each Share Investor (the “Purchase Price”) is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Regulation A Offering Statement qualified on ______ as well as the Circular dated [*], 2022 and its exhibits to the offering circular (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date (as hereinafter defined)Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (fd) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of Investor, Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A Preferred Stock, par value $0.00001 per share (the “Common Series A Preferred Stock”), par value $0.001 per share, of Cityzenith HoldingsGatsby Digital, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 0.92 per share of Common Series A Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The minimum subscription is $999.12. SeedInvest Auto Invest participants have a lower investment minimum of $199.64. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on Circular dated [______ as well as the ]. 2020 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Series A Preferred Stock that may be sold by the Company in this offering shall not exceed 17,491,304 5,434,782 shares (the “Maximum Shares”). The Company may accept subscriptions until [______], unless earlier 2021 or sooner terminated by the Company in its sole discretion (the “Termination Date”). The Termination Date may not be extended beyond [_], 2021. Providing that subscriptions for $1,000,000 (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, (i) the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and (ii) the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) number of common stock (Shares set forth on the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (the “Company”). Such purchases shall be made signature page hereto at a purchase price of between $1.15 0.0002 and $0.0010 per such share of Common Stock (the “Per Security Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price of for the Shares with respect to each Share Investor (the “Purchase Price”) is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well as the Circular dated December 29, 2023 and its exhibits to the offering circular (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis.” This means not all investors will receive their Shares on the same date. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (fd) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of Investor, Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase the number of shares (the “"Shares”") of common stock stock, $.001 par value per share (the “"Common Stock”Shares"), par value $0.001 per share, of Cityzenith HoldingsStonepath Group, Inc., a Delaware corporation (the “"Company”"), indicated on the signature page attached hereto at the purchase price set forth on such signature page (the "Purchase Price"). Such purchases shall be Subscriber has made at a purchase price or will make payment by wire transfer of $1.15 per share funds in accordance with instructions from the Company in the full amount of the Purchase Price of the Common Stock Shares for which Subscriber is subscribing (the “Per Security Price”"Payment"), rounded down . 1.2 Subject to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereof and in reliance on the representations and warranties contained herein. The purchase price of each Share is payable in , or made pursuant hereto, the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred Company will issue to herein as the “Securities.” The rights Subscriber, and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of Subscriber will acquire from the Company, available in on the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of Common Shares indicated on the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminatesignature page attached hereto at the Purchase Price. (d) The aggregate number 1.3 This Agreement is part of shares an offering of Common Stock that may be sold Shares being conducted by Stonegate Securities, Inc. (the "Placement Agent") on behalf of the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”"Offering"). The Company may accept subscriptions agrees that it shall not undertake any other financings involving its Equity Common Shares (as defined below) on terms more favorable than those in the Offering until ______the later of ninety (90) days after the Initial Closing Date or 30 days after the effective date of the Registration Statement (as that term is defined in Appendix I hereto) covering all of the Common Shares, unless earlier terminated by without the Company prior written approval of the holders of 66 2/3% interest of the Registrable Securities (as defined in its sole discretion (the “Termination Date”Appendix I). The Company may elect at any time to close term "Equity Common Shares" as used herein shall mean all capital stock of the Company, plus all rights, warrants, options, convertible Common Shares or any portion of this offering on various dates at indebtedness, exchangeable Common Shares or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entiretyindebtedness, or other rights, exercisable for or convertible into, directly or indirectly, capital stock of the Company. Notwithstanding the above, "Equity Common Shares" shall not include any Common Shares of the Company issued pursuant to any incentive or stock option plan of the Company approved by the shareholders or the board of directors of the Company. For the purposes hereof, preferred shares that carry an above-market issue price and conversion rate (at the time of subscription), subject to dividends of between 5%-8%, would not be viewed as "on terms more favorable than those in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effectOffering. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion."

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A Preferred Stock, par value $0.0001 per share (the “Common Series A Preferred Stock”), par value $0.001 per share, of Cityzenith HoldingsNixplay, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 7.1615 per share of Common Series A Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The purchase price of each Share minimum subscription is payable in the manner provided in Section 3(a) below$1,002.61. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on Circular dated [______ as well as the ]. 2022 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”)) as part of the Offering Statement. By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Investor’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Investor. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Series A Preferred Stock that may be sold by the Company in this offering shall not exceed 17,491,304 2,094,534 shares (the “Maximum Shares”). The Company may accept subscriptions until [______], unless earlier 2023 or sooner terminated by the Company in its sole discretion (the “Termination Date”). The Provided that subscriptions for $2,500,000 (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, (i) the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and (ii) the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) number of common stock (Shares set forth on the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (signature page hereto at the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price of for the Shares with respect to each Share Investor (the “Purchase Price”) is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) The Investor understands that the Securities Shares are being offered pursuant to the Regulation A Offering Statement qualified on Circular dated ______ as well as the __________, 2023 and its exhibits to the offering circular (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date (as hereinafter defined)Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (fd) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of Investor, Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series B Stock, no par value per share (the “Common Series B Stock” or the “Shares”), par value $0.001 per share, of Cityzenith Holdings, Groundfloor Finance Inc., a Delaware Georgia corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 18.23 per share of Common Series B Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The purchase price of each Share the Shares is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate Articles of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well as the Circular dated [●], 2020 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue any of the Series B Stock to any person who is a resident of a jurisdiction in which the issuance of Series B Stock to him, her or it would constitute a violation of the securities, “blue sky” or other similar laws of such jurisdiction (collectively referred to as the “State Securities Laws”). This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Series B Stock that may be sold by the Company in this offering shall not exceed 17,491,304 548,546 shares (the “Maximum Shares”). The Company may accept subscriptions until ___________, unless 2021, or the date at which the offering is earlier terminated by the Company in its sole discretion (the “Termination Date”). The Providing that subscriptions for 68,569 shares of Series B Stock are received (the “Minimum Offering”), and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, (i) the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and (ii) the Company consents to the transfer transfer, in its sole discretion.

Subscription. ​ (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A-3 Preferred Stock (the “Common Series A-3 Preferred Stock”), par value $0.001 0.0001 per share, of Cityzenith Holdings▇▇▇▇▇.▇▇, Inc., a Delaware corporation (the “Company”), which shares of Series A-3 Preferred Stock are convertible into shares of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”). Such purchases shall be made at a purchase price of $1.15 0.53 per share of Common Series A-3 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of the shares of Series A-3 Preferred Stock subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).. ​ (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on Circular dated [______ as well as the ], 2018, and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities.. ​ (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate.. ​ (d) The aggregate number of shares of Common Series A-3 Preferred Stock that may be sold by the Company in this offering shall not exceed 17,491,304 18,867,925 shares (the “Maximum Shares”). The Company may accept subscriptions until ______[DATE], unless earlier terminated otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be required to sell the Maximum Shares (the “Termination Date”). The Provided that subscriptions for at least 754,716 shares of Series A-3 Preferred Stock are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect.. ​ (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.. ​

Subscription. (a) The Investor 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase the number of shares (the “"Shares”") of common stock shares, $.001 par value per share (the “"Common Stock”Shares"), par value $0.001 per share, of Cityzenith HoldingsStonepath Group, Inc., a Delaware corporation (the “"Company”"), indicated on the signature page attached hereto at the purchase price set forth on such signature page (the "Purchase Price"). Such purchases shall be Subscriber has made at a purchase price or will make payment by wire transfer of $1.15 per share funds in accordance with instructions from the Company in the full amount of the Purchase Price of the Common Stock Shares for which Subscriber is subscribing (the “Per Security Price”"Payment"), rounded down . 1.2 Subject to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereof and in reliance on the representations and warranties contained herein. The purchase price of each Share is payable in , or made pursuant hereto, the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred Company will issue to herein as the “Securities.” The rights Subscriber, and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of Subscriber will acquire from the Company, available in on the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of Common Shares indicated on the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminatesignature page attached hereto at the Purchase Price. (d) The aggregate number 1.3 This Agreement is part of shares an offering of Common Stock that may be sold Shares being conducted by Stonegate Securities, Inc. (the "Placement Agent") on behalf of the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”"Offering"). The Company may accept subscriptions agrees that it shall not undertake any other financings involving its Equity Common Shares (as defined below) on terms more favorable than those in the Offering until ______the later of ninety (90) days after the Initial Closing Date or 30 days after the effective date of the Registration Statement (as that term is defined in Appendix I hereto) covering all of the Common Shares, unless earlier terminated by without the Company prior written approval of the holders of 66 2/3% interest of the Registrable Securities (as defined in its sole discretion (the “Termination Date”Appendix I). The Company may elect at any time to close term "Equity Common Shares" as used herein shall mean all capital stock of the Company, plus all rights, warrants, options, convertible Common Shares or any portion of this offering on various dates at indebtedness, exchangeable Common Shares or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entiretyindebtedness, or in the event the sale other rights, exercisable for or convertible into, directly or indirectly, capital stock of the Company. Notwithstanding the above, "Equity Common Shares" shall not include any Common Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable issued pursuant to any incentive or stock option plan of the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound approved by the representations and warranties shareholders or the board of Investor, terms directors of this Subscription Agreement, and the Company consents to the transfer in its sole discretionCompany.

Subscription. ​ (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A Preferred Stock, par value $0.0001 per share (the “Common Series A Preferred Stock”), par value $0.001 per share, of Cityzenith Holdings▇▇▇▇▇.▇▇, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 0.48 per share of Common Series A Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).​ (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on Circular dated May ______ as well as the , 2016 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities.Shares. ​ (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate.. ​ (d) The aggregate number of shares of Common Stock Series A Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 14,481,413 shares (the “Maximum Shares”). The Company may accept subscriptions until ___May ___, 2017, unless earlier terminated otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be required to sell the Maximum Shares (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect.. ​ (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.. ​

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) number of common stock (Shares set forth on the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (signature page hereto at the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price of for the Shares with respect to each Share Investor (the "Purchase Price") is payable in the manner provided in Section 3(a2(a) below. The minimum number of Shares being subscribed that the Investor may purchase is 250 shares for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences a subscription price of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)$750. (b) Investor understands that the Securities Shares are being offered pursuant to the Form 1-A Regulation A offering statement of which the Offering Statement qualified on Circular forms a part, dated [______ as well as the ___], 2023 and its exhibits to the offering circular (the “Offering Circular”) as filed with and qualified by the Securities and Exchange Commission (the “"SEC”") on [_________], 2023 (the "Offering Circular"). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a "rolling basis," pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. After the Minimum Amount Offered has been raised, as per the Offering Circular, proceeds from the Offering will be made immediately available to the Company and the use of funds by the Company is not conditioned upon the sale of any other Securities. (c) This Subscription subscription may be accepted or rejected in whole or in part, at for any time prior to the Termination Date (as hereinafter defined)reason or for no reason, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase for hereunder. The Company Company, or its designated agents, will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s 's subscription is rejected, Investor’s 's payment (or portion thereof if partially rejected) will be returned to Investor without interest and and, if rejected in whole, all of Investor’s 's obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in full force and effect. (fd) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors successors, and assigns (collectively, “the "Transferees”"); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of Investor, Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) number of common stock (Shares set forth on the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (the “Company”). Such purchases shall be made signature page hereto at a purchase price of Eight Dollars ($1.15 8.00) per such share of Common Stock (the “Per Security Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price of for the Shares with respect to each Share Investor (the “Purchase Price”) is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on Circular dated December 4 ______ as well as the , 2018 and its exhibits to the offering circular (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis.” This means not all investors will receive their Shares on the same date. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (fd) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of Investor, Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock (the “Common Series A Preferred Stock”), par value $0.001 per shareshare (the “Series A Preferred Stock”), of Cityzenith Holdings, Smilelove Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 ___ per share of Common Series A Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The minimum subscription is $1,000. SeedInvest Auto Invest participants have a lower investment minimum of $200. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on Circular dated ______ as well as the , 2019 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Stock Series A Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 ______ shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier 2020, or sooner terminated by the Company in its sole discretion (the “Termination Date”). The Termination Date may not be extended beyond ___, 2020 except by amendment to the Offering Statement filed with the SEC. Providing that subscriptions for $____ (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned investor (the “Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock (the “Common Series A-2 Preferred Stock”), par value $0.001 per shareshare (the “Series A-2 Preferred Stock” or “Shares”), of Cityzenith Holdings, Virtuix Holdings Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 2.996 per share of Common Series A-2 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The minimum subscription is $997.67. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock of the Company issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well Circular dated [DATE] and its exhibits (as the exhibits same may be supplemented from time to the offering circular (time after such date, the “Offering Circular”) ), as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock Series A-2 Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 shares 5,006,675 Shares (the “Maximum SharesOffering”). The Company may accept subscriptions until ______the first anniversary of the date of the Offering Circular, unless earlier or until sooner terminated by the Company in its sole discretion (the “Termination Date”). The Providing that subscriptions for $1,000,000, excluding amounts recognized from the cancellation of indebtedness of the Company, (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, Investor set forth herein and the other terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A Preferred Stock, par value $0.00001 per share (the “Common Series A Preferred Stock”), par value $0.001 per share, of Cityzenith HoldingsGatsby Digital, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 0.92 per share of Common Series A Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The minimum subscription is $999.12. SeedInvest Auto Invest participants have a lower investment minimum of $199.64. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on Circular dated [______ as well as the ]. 2020 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Series A Preferred Stock that may be sold by the Company in this offering shall not exceed 17,491,304 5,434,782 shares (the “Maximum Shares”). The Company may accept subscriptions until [______], unless earlier 2021 or sooner terminated by the Company in its sole discretion (the “Termination Date”). The Termination Date may not be extended beyond [_], 2021. Providing that subscriptions for $1,000,000 (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, (i) the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and (ii) the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) number of common stock (Shares set forth on the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (signature page hereto at the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price of for the Shares with respect to each Share Investor (the “Purchase Price”) is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)... (b) Investor understands that the Securities Shares are being offered pursuant to the Form 1-A Regulation A Offering Statement qualified on ______ as well as the Circular dated May 4, 2020 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”) on May 4, 2020 and the FORM 1-A Post Qualification Offering Circular filed with the SEC on June 5, 2020, (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2019, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement SEC Reports and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date (as hereinafter defined)Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in full force and effect. (fd) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of Investor, Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase shares Units (the “Shares”) of common stock (the “Common StockUnits”), par value $0.001 per share, of Cityzenith Holdings, Inc.Madrre Tierra Mining Ltd., a Delaware British Columbia, Canada corporation (the “Company”). Each Unit is comprised of one common share in the capital of the Company, with no par value per share (a “Common Share”), and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”) to purchase one additional Common Share (a “Warrant Share”) at an exercise price of $0.75 per Warrant Share. Such purchases shall be made at a purchase price of $1.15 0.50 per share of Common Stock Unit (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The minimum purchase that may be made by any Subscriber shall be $1,000. Subscriptions for investment below the minimum investment may be accepted at the discretion of the Company. The purchase price of each Share Unit is payable in the manner provided in Section 3(a2(a) below. The Units, the Common Shares, the Warrants and the underlying Warrant Shares being subscribed for under this Subscription Agreement and subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Units are as set forth in the Third Amended and Restated Certificate Articles of Incorporation Incorporation, as amended, of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor Subscriber understands that the Securities are being offered pursuant to the Offering Statement qualified on an offering circular dated ______ as well as the exhibits to the offering circular , 2021 (the “Offering Circular”) as ), filed with the Securities and Exchange Commission (SEC as part of the “SEC”)Offering Statement. By subscribing to the Offering, Investor Subscriber acknowledges that Investor Subscriber has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement and any other information required by Investor Subscriber to make an investment decision with respect to the Securities. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to the Termination a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor Subscriber only a portion of the number of the Shares Units that Investor Subscriber has subscribed to purchase hereunder. The Company will notify Investor Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If InvestorSubscriber’s subscription is rejected, InvestorSubscriber’s payment (or portion thereof if partially rejected) will be returned to Investor Subscriber without interest and all of InvestorSubscriber’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock Units that may be sold by the Company in this offering shall not exceed 17,491,304 shares 57,142,857 (the “Maximum SharesOffering”). The Company may accept subscriptions until ______, unless earlier terminated by the Company termination of the Offering in accordance with its sole discretion terms (the “Termination Date”). The There is no minimum required offering amount and the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “ClosingClosing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares Units (or any portion thereof) to Investor Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (fg) The terms of this Subscription Agreement shall be binding upon Investor Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of InvestorSubscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Common Stock (the “Common Stock”), par value $0.001 0.0001 per share, of Cityzenith HoldingsWizard Entertainment, Inc., a Delaware corporation (the “Company”). Such purchases shall be made at a purchase price of $1.15 2.50 per share of Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on Circular dated [______ as well as the ____, 2019] and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 4,000,000 shares (the “Maximum Shares”). The Company may accept subscriptions until [______, 2020], unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) number of common stock (Shares set forth on the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (signature page hereto at the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price of for the Shares with respect to each Share Investor (the "Purchase Price") is payable in the manner provided in Section 3(a2(a) below. The minimum number of Shares being subscribed that the Investor may purchase is ten shares for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences a subscription price of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)$10.00. (b) Investor understands that the Securities Shares are being offered pursuant to the Form 1-A Regulation A Offering Statement qualified on Circular dated October ______ as well as the , 2020 and its exhibits to the offering circular (the “Offering Circular”) as filed with and qualified by the Securities and Exchange Commission (the “"SEC”") on _____________, 2020 (collectively, the "Offering Circular"). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a "rolling basis," pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date (as hereinafter defined)Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s 's subscription is rejected, Investor’s 's payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s 's obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in full force and effect. (fd) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, “the "Transferees”"); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of Investor, Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion.

Subscription. 2.1 The Company agrees to deliver (directly or indirectly through a trustee acting on behalf of the Consenting Creditors (the "Trustee")) to each of the Consenting Creditors a number of Restructuring Shares to be calculated in accordance with Schedule 1 hereto. 2.2 BV I agrees to deliver (directly or indirectly through the Trustee) to each of the Consenting Creditors a number of New Notes to be calculated in accordance with Schedule 1 hereto. 2.3 The Consenting Creditors agree to subscribe (directly or indirectly through the Trustee) for a respective number of Restructuring Shares and New Notes each to be calculated in accordance with Schedule 1 hereto. 2.4 Each of (i) the Consenting Noteholders agrees to transfer its claims against members of the Company Group in respect of the Old Notes Guarantee and the Old Notes and (ii) JPMC and, provided that it has Executed this Exchange Agreement on or before the Deadline, Merrill agrees to transfer its claims against members of the Co▇▇▇▇▇ ▇roup in respect of the Currency Swaps (collectively, the "Claims") to the Trustee. The amount payable by the Trustee (i) to the Company in respect of the subscription price for the Restructuring Shares and (ii) in respect of the subscription price for the New Notes and the amount payable respectively by the Company, BV I and/or BV II under the Claims (whether payable now or at a future date and whether fully or partially reduced following the Polish and Dutch proceedings or not) shall be set off against one another in full discharge of each party's obligations to the other in respect thereof. 2.5 The Company, Telekom and South agree that, upon issue of the New Notes, they will: (a) The Investor hereby irrevocably subscribes for execute joint and agrees to purchase shares (several full and unconditional guarantees of all obligations of BV I under the “Shares”) New Notes in favour of common stock (all holders of the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., New Notes in a Delaware corporation (the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Price”), rounded down form reasonably satisfactory to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences holders of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).New Notes; and (b) Investor understands that the Securities are being offered pursuant grant security interests in their respective assets, to the Offering Statement qualified on ______ as well as extent permitted by law, to secure performance by BV I of its obligations in respect of the exhibits New Notes in a form reasonably satisfactory to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy holders of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesNew Notes. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned investor (the “Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock (the “Common Series A-2 Preferred Stock”), par value $0.001 per shareshare (the “Series A-2 Preferred Stock” or “Shares”), of Cityzenith Holdings, Virtuix Holdings Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 2.996 per share of Common Series A-2 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The minimum subscription is $997.67. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock of the Company issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well Circular dated [DATE] and its exhibits (as the exhibits same may be supplemented from time to the offering circular (time after such date, the “Offering Circular”) ), as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock Series A-2 Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 shares 3,337,783 Shares (the “Maximum SharesOffering”). The Company may accept subscriptions until ______the first anniversary of the date of the Offering Circular, unless earlier or until sooner terminated by the Company in its sole discretion (the “Termination Date”). The Providing that subscriptions for $1,000,000 (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, Investor set forth herein and the other terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) number of common stock (Shares set forth on the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (signature page hereto at the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price of for the Shares with respect to each Share Investor (the “Purchase Price”) is payable in the manner provided in Section 3(a) 2 below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as minimum purchase requirement per investor is $499.80; however, we can waive the “Securities.” The rights and preferences of the Securities are as set forth minimum purchase requirement on a case-by-case basis in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)our sole discretion. (b) Investor understands that the Securities Shares are being offered pursuant to the Form 1-A Regulation A Offering Statement qualified on Circular dated ______ as well as the _______, 2022 and its exhibits to the offering circular (the “Offering Circular”) as filed with and qualified by the U.S. Securities and Exchange Commission (the “SEC”) on ___________, 2022 (collectively, the “Offering Circular”). By subscribing The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the Offering, Investor acknowledges that Investor has received and reviewed a copy terms of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to Circular. As a result, not all investors will receive their Shares on the Securitiessame date. (c) This Subscription subscription for the Shares may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date (as hereinafter defined)Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in full force and effect. (fd) The aggregate number of Shares sold shall not exceed 9,462,320, excluding the 1,892,464 shares that may be issued as “Bonus Shares” (as defined in the Offering Circular). There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of the Offering, on various dates at or prior to the Termination Date. (e) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of Investor, Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion. (f) In connection with this subscription, the Investor represents and warrants that the personal, business and financial information provided to the Company along with this Agreement or through any online website, is complete and accurate, and presents a true statement of the Investor’s financial condition. The Investor further sets forth statements upon which reliance can be made to determine the suitability of the Investor to purchase the Shares.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares of Series B Preferred Stock, par value $0.01 per share (the “Shares”) of common stock (the “Common Stock”), par value $0.001 per share, of Cityzenith HoldingsBasil Street Café, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 2.82 per share of Common Series B Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The minimum subscription is $998.28. SeedInvest Auto Invest participants have a lower investment minimum of $197.40. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered (the “Offering”) pursuant to the Offering Statement qualified on ______ as well as the Circular dated [●] and its exhibits to the offering circular (the “Offering Circular”) ), as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), part by the Company at its sole discretion, subject to the conditions set forth herein. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Series B Preferred Stock that may be sold by the Company in this offering Offering shall not exceed 17,491,304 7,092,198 shares (the “Maximum Shares”). The Company may accept subscriptions until ______the earlier of: (1) the date which is one year from the Offering being qualified by the SEC, unless earlier (2) the date at which the Maximum Shares are sold, or (3) as sooner terminated by the Company in its sole discretion (the “Termination Date”). The Providing that subscriptions for $1,500,000.00 (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering Offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, effective the proposed Transferee shall have executed and delivered to the Company in advance an instrument instrument, in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and agrees to be bound by the representations terms and warranties of Investor, terms conditions of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned investor (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock (the “Common Series A-2 Preferred Stock”), par value $0.001 per shareshare (the “Series A-2 Preferred Stock”), of Cityzenith Holdings, Virtuix Holdings Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 2.996 per share of Common Series A-2 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The minimum subscription is $997.67. SeedInvest Auto Invest participants have a lower minimum investment of $197.73. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock of the Company issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well Circular dated [DATE] and its exhibits (as the exhibits same may be supplemented from time to the offering circular (time after such date, the “Offering Circular”) ), as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offeringthis offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Stock Series A-2 Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 shares 5,006,675 Shares (the “Maximum SharesOffering”). The Company may accept subscriptions until ______the date of the first anniversary of the Offering Circular, unless earlier or until sooner terminated by the Company in its sole discretion (the “Termination Date”). The Providing that subscriptions for $1,000,000, excluding amounts recognized from the cancellation of indebtedness of the Company, (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, Investor set forth herein and the other terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. The undersigned (a“Investor”) The Investor hereby irrevocably subscribes for and agrees to purchase such number of shares (the “Shares”) of common stock Common Stock, par value $0.01 per share (the “Common Stock”), par value $0.001 per shareof the Company, of Cityzenith Holdingsas set forth on the signature page hereto, Inc., a Delaware corporation for an aggregate purchase price (the “CompanyPurchase Price”)) equal to the product of (i) the aggregate number of Shares the Investor has agreed to purchase and (ii) $3.85. The aggregate Purchase Price is set forth on the signature page hereto.. Such purchases shall be made at a purchase price of $1.15 3.85 per share of Common Stock (the “Per Security Price”)Stock, rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate Articles of Incorporation and By-laws, as amended, of the Company, Company available in the Exhibits to the Offering Statement (as defined below) of the Company filed with the SEC (the “Offering Statement”). (b) . Investor understands that the Securities Shares are being offered pursuant to the an Offering Statement qualified on Circular dated ______ as well as the exhibits to the offering circular _____________, 2021 (the “Offering Circular”) as ), filed with the Securities and Exchange Commission (SEC as part of the “SEC”)Offering Statement. By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription Shares. The Investor’s subscription hereunder may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defineddefined below), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) . The aggregate number of shares of Common Stock Shares that may be sold by the Company in this offering shall not exceed 17,491,304 shares (2,597,403 shares, 268,852 of which are being sold by certain of the “Maximum Shares”)Company’s existing shareholders. The Company may accept subscriptions until ___________________, 2022, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The There is no minimum offering amount and the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect. The Shares are being offered pursuant to an offering statement on Form 1-A, except for Section 6 hereof, which shall remain in force and effect. File No. 024-11527 (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, the “TransfereesOffering Statement”); provided that for . The Offering Statement will have been qualified by the Securities and Exchange Commission (the “Commission”) prior to issuance of any such transfer Shares and acceptance of Investors’ subscription. The offering circular (the “Offering Circular”) which forms a part of the Offering Statement, however, is subject to change. A final Offering Circular and/or supplement to the Offering Circular will be deemed effective, the Transferee shall have executed and delivered to the Investor as required by law. The Shares are being offered by the Company in advance an instrument in form acceptable on a “best efforts” basis. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company in its sole discretionaccordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, pursuant as amended (the “Exchange Act”). At the Closing: (i) the Investor shall pay the Purchase Price by wire transfer of immediately available funds to which the proposed Transferee shall be acknowledge, agreeCompany’s escrow account per wire instructions as provided on the signature line below, and (ii) if the Company is eligible, the Company shall cause the Shares to be bound by delivered to the representations Investor with the delivery of the Shares through the physical delivery of certificates evidencing the Common Stock and warranties of Investor, terms of this Subscription Agreement, a warrant to the residential or business address indicated thereon). In the event that funds are sent in and the Company consents offering does not close for any reason prior to the transfer Termination Date set forth in its sole discretionthe final Offering Statement, all funds will be returned to investors promptly in accordance with applicable law.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock (the “Common Series A Preferred Stock”), par value $0.001 per shareshare (the “Series A Preferred Stock”), of Cityzenith Holdings, Virtuix Holdings Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 2.332 per share of Common Series A Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well as the Circular dated March 10, 2016 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock Series A Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 6,432,247 shares (the “Maximum SharesOffering”). The Company may accept subscriptions until ______July 31, 2016, unless earlier terminated otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be required to sell the Maximum Units (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is Investoris not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. ​ (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A-2 Preferred Stock convertible into Common Stock, par value $0.0001 per share (the “Common Series A-2 Preferred Stock”), par value $0.001 per share, of Cityzenith Holdings▇▇▇▇▇.▇▇, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 0.50 per share of Common Series A-2 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).. ​ (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on Circular dated August ______ as well as the , 2017 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities.. ​ (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate.. ​ (d) The aggregate number of shares of Common Stock Series A-2 Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 20,000,000 shares (the “Maximum Shares”). The Company may accept subscriptions until ______[DATE], unless earlier terminated otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be required to sell the Maximum Shares (the “Termination Date”). The Providing that subscriptions for 1,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect.. ​ (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.. ​

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares of non-voting Series A Preferred Stock, par value $0.0001 per share (the “Shares”) of common stock (the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings8tracks, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 $ per share of Common Series A Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Series A Preferred Stock are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)set forth as Exhibit B attached hereto. (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well as the Circular dated and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, a copy of the Offering Circular and Offering Statement of the Company filed with the SEC and any other information reasonably required by Investor to make an investment decision with respect to the Securitiesdecision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Series A Preferred Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares , Shares (the “Maximum SharesOffering”). The Company may accept subscriptions until _______________, unless earlier terminated otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be required to sell the maximum number of Shares (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock (the “Common Series B Stock”), par value $0.001 per shareshare (the “Series B Stock” or the “Shares”), of Cityzenith Holdings, Groundfloor Finance Inc., a Delaware Georgia corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 _______ per share of Common Series B Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The purchase price of each Share the Shares is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate Articles of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well as the Circular dated [●], 2020 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue any of the Series B Stock to any person who is a resident of a jurisdiction in which the issuance of Series B Stock to him, her or it would constitute a violation of the securities, “blue sky” or other similar laws of such jurisdiction (collectively referred to as the “State Securities Laws”). This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Series B Stock that may be sold by the Company in this offering shall not exceed 17,491,304 526,315 shares (the “Maximum Shares”). The Company may accept subscriptions until ______[●], unless earlier 2020, or sooner terminated by the Company in its sole discretion (the “Termination Date”). The Providing that subscriptions for $[●] (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, (i) the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and (ii) the Company consents to the transfer transfer, in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) number of common stock (Shares set forth on the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (signature page hereto at the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price of for the Shares with respect to each Share Investor (the “Purchase Price”) is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Form 1-A Regulation A Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with Circular dated •, which the Securities and Exchange Commission (the “SEC”) qualified on [date] (the “Offering Circular”). The Investor is also urged to review the Company’s Form 10-K Annual Report for its fiscal year ended July 31, 2022, which the Company has filed with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement SEC Reports and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date (as hereinafter defined)Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in full force and effect. (fd) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of Investor, Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) number of common stock (Shares set forth on the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (signature page hereto at the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price of for the Shares with respect to each Share Investor (the “Purchase Price”) is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Form 1-A Regulation A Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with Circular dated •, which the Securities and Exchange Commission (the “SEC”) qualified on [date] (the “Offering Circular”). The Investor is also urged to review the Company’s Form 10-K Annual Report for its fiscal year ended July 31, 2020, which the Company has filed with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement SEC Reports and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date (as hereinafter defined)Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in full force and effect. (fd) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of Investor, Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares of Series C-1 Preferred Stock, par value $0.0001 per share (the “Shares”) of common stock (the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Gin & Luck Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 2.13 per share of Common Series C-1 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The minimum subscription is $1,001.10 The purchase price of each Share is payable in the manner provided in Section 3(a3(b) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Second Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). (b) Investor understands that the Shares are being offered (the “Offering”) pursuant to the Offering Circular dated January 6, 2025, and its exhibits (the “Offering Circular”), as filed with the SEC. By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), part by the Company at its sole discretion, subject to the conditions set forth herein. In additionInvestor may not cancel, terminate or revoke this Subscription Agreement, which, in the Companycase of an individual, at its sole discretionshall survive his death or disability and shall be binding upon Investor, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole his heirs, trustees, beneficiaries, executors, personal or in part) legal administrators or rejected. If Investor’s subscription is rejectedrepresentatives, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest successors, transferees and all of Investor’s obligations hereunder shall terminateassigns. (d) The aggregate number of shares of Common Stock that may be sold Once Investor makes a funding commitment to purchase Shares, it is irrevocable until the Shares are issued, the Subscription is rejected by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______Company, unless earlier terminated by or the Company in its sole discretion (otherwise determines not to consummate the “Termination Date”)transaction. The Providing that all requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering Offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, (i) the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, Investor herein and the terms of this Subscription Agreementeach of the Transaction Agreements (as defined below), and (ii) the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned hereby irrevocably subscribes for and agrees to the purchase of Forty-Eight Million (48,000,000) shares (the “Shares”) of common stock (the “Common Stock”), par value $0.001 .001 per shareshare (the "Shares"), of Cityzenith Holdings, Inc.Medstrong International Corporation, a Delaware corporation (the “Company”"Corporation"). Such purchases shall be made at , for a purchase price of $1.15 .001 per share of Common Stock (the “Per Security Price”), rounded down share. The undersigned has tendered a check or wire transferred to the nearest whole share based on Investor’s subscription amount, upon Corporation the terms and conditions set forth herein. The purchase price amount of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed $48,000.00 for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase purchased hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole Such check or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest funds and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms two signed copies of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in Corporation at its sole discretionaddress above, pursuant to which the proposed Transferee attention: J▇▇▇▇▇▇ ▇. ▇▇▇▇, CEO. The undersigned further agrees that this subscription is and shall be acknowledgeirrevocable, agree, and be bound but the obligations hereunder will terminate if this subscription is not accepted in full by the representations and warranties of InvestorCorporation. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, terms of this Subscription AgreementINCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, and the Company consents to the transfer in its sole discretionAS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares of Series A Non-Voting Preferred Stock, par value $0.0001 per share (the “Shares”) of common stock (the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings8tracks, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 _______________ per share of Common Series A Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Series A Non-Voting Preferred Stock are as set forth in the Third Amended and Restated Certificate of Incorporation set forth as Exhibit ___ of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on Circular dated _______________ as well as the and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, a copy of the Offering Circular and Offering Statement of the Company filed with the SEC and any other information reasonably required by the Investor to make an investment decision with respect to the Securitiesdecision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Series A Preferred Stock that may be sold by the Company in this offering shall not exceed 17,491,304 _______________, shares (the “Maximum SharesOffering”). The Company may accept subscriptions until _______________, unless earlier terminated otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be required to sell the maximum number of shares (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series S Preferred Stock (the “Common Series S Preferred Stock”), par value $0.001 per share, of Cityzenith HoldingsKnightscope, Inc., a Delaware corporation (the “Company”), which shares of Series S Preferred Stock are convertible into shares of Class A Common Stock of the Company, par value $0.001 per share (the “Class A Common Stock”). Such purchases shall be made at a purchase price of $1.15 8.00 per share of Common Series S Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The minimum purchase that may be made by any Investor shall be $1,000. Subscriptions for investment below the minimum investment may be accepted at the discretion of the Platform and the Company. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Class A Common Stock issuable upon the conversion of the shares of Series S Preferred Stock subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to Offering Circular on Form 1-A, pursuant to Regulation A+ of the Offering Statement qualified on ______ Securities Act, dated May 20, 2019, with all exhibits thereto, as well as the exhibits may be amended from time to the offering circular time (the “Offering Circular”) ), as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Series S Preferred Stock that may be sold by the Company in this offering shall not exceed 17,491,304 6,250,000 shares (the “Maximum Shares”). The Company may accept subscriptions until ______[May 20, 2020]1, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Non-voting Common Stock (the “Non-voting Common Stock”), par value $0.001 0.00001 per share, of Cityzenith HoldingsRADAR USA, Inc.INC., a Delaware corporation (the “Company”), which shares of Non-voting Common Stock are convertible into shares of Common Stock of the Company, par value $0.00001 per share (the “Common Stock”). Such purchases shall be made at a purchase price of $1.15 1.00 per share of Non-voting Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the voting Common Stock issuable upon the conversion of the shares of Non-voting Common Stock subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Second Amended and Restated Certificate of Incorporation of the Company, as amended, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the an Offering Statement qualified on Circular dated ______ as well as the exhibits to the offering circular ____________, 2022 (the “Offering Circular”) as ), filed with the Securities and Exchange Commission (SEC as part of the “SEC”)Offering Statement. By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription The Investor’s subscription hereunder may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Non-voting Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 20,000,000 shares (the “Maximum Shares”). The Company may accept subscriptions until ______the Maximum Shares have been sold, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The There is no minimum offering amount and the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock (the “Common Series A Preferred Stock”), par value $0.001 per shareshare (the “Series A Preferred Stock”), of Cityzenith Holdings, Monogram Orthopaedics Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 4.00 per share of Common Series A Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The minimum subscription is $1,000. SeedInvest Auto Invest participants have a lower investment minimum of $200. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well as the Circular dated May 31, 2019 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Tendered funds will be transmitted promptly to the Escrow Agent (as hereinafter defined), and returned promptly to Investor if the Minimum Offering (as hereinafter defined) is not met prior to the Termination Date. (d) The aggregate number of shares of Common Stock Series A Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 5,000,000 shares (the “Maximum Shares”). The Company may accept subscriptions until ______May 31, unless earlier 2020, or sooner terminated by the Company in its sole discretion (the “Termination Date”). The Termination Date may not be extended beyond May 31, 2020. Providing that subscriptions for $2,750,000 (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares Series A Preferred Stock, par value $0.0001 per share (the “Shares”) of common stock (the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Keen Home Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 1.59 per share of Common Series A Preferred Stock (the “Per Security Price”) (in a minimum amount of $500), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Series A Preferred Stock are as set forth in the Third Amended and Restated Certificate of Incorporation of the CompanyIncorporation, available included in the Exhibits to the Offering Statement of the Company company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well as the exhibits to the an offering circular dated December [22], 2016 and its exhibits (the “Offering Circular”) as ), filed with the Securities and Exchange Commission (SEC as part of the “SEC”)Offering Statement. By subscribing to the Offeringexecuting this Subscription Agreement, Investor acknowledges that Investor has received and reviewed a copy this Subscription Agreement, copies of the Offering Circular and Offering Statement of the Company filed with the SEC, including the Exhibits thereto, and any other information reasonably required by the Investor to make an investment decision with respect to the Securitiesdecision. (c) This Subscription Investor’s subscription may be accepted or rejected in whole or in part, at any time prior to the Termination a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Securities Investor has subscribed to purchase hereunderfor. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of shares of Common Stock that may be Securities sold by the Company in this offering shall not exceed 17,491,304 5,031,446 shares of Series A Preferred Stock (the “Maximum Sharesmaximum number of shares”). The Company may accept subscriptions until ______, 2017, unless earlier terminated otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering offering, on various dates at or prior to the Termination Date (each a “ClosingClosing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Non-voting Common Stock (the “Non-voting Common Stock”), par value $0.001 0.0000001 per share, of Cityzenith Holdings, Jet Token Inc., a Delaware corporation (the “Company”), which shares of Non-voting Common Stock are convertible into shares of Common Stock of the Company, par value $0.0000001 per share (the “Common Stock”). Such purchases shall be made at a purchase price of $1.15 0.75 per share of Non-voting Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the voting Common Stock issuable upon the conversion of the shares of Non-voting Common Stock subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, as amended, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the an Offering Statement qualified on Circular dated ______ as well as the exhibits to the offering circular ____________, 2021 (the “Offering Circular”) as ), filed with the Securities and Exchange Commission (SEC as part of the “SEC”)Offering Statement. By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription The Investor’s subscription hereunder may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Non-voting Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 36,666,666 shares (including up to 3,333,333 bonus shares, the “Maximum Shares”), 4,160,000 of which are being sold by an existing stockholder of the Company (the “Selling Stockholder”). The Company may accept subscriptions until ______the Maximum Shares have been sold, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The There is no minimum offering amount and the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Common Stock, par value $0.0001 per share (the “Common Stock”), par value $0.001 per share, of Cityzenith HoldingsNixplay, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 6.0949 per share of Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The purchase price of each Share minimum subscription is payable in the manner provided in Section 3(a) below$505.88. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on Circular dated [______ as well as the ], 2023 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”)) as part of the Offering Statement. By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. Subscriber further understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the Shares subscribed for. This processing fee shall count against the per investor limit set out in Section 5(g)(ii) below. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Investor’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Investor. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold issued by the Company in this offering shall not exceed 17,491,304 2,707,183 shares (the “Maximum Shares”), which includes up to up to 246,108 additional shares of Common Stock eligible to be issued as Bonus Shares (as defined in the Offering Circular). The Company may accept subscriptions until ______[DATE], unless earlier or sooner terminated by the Company in its sole discretion (the “Termination Date”). The There is no minimum amount of funds the Company must raise in this offering and the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription Subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, (i) the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and (ii) the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) number of common stock (Shares set forth on the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (the “Company”). Such purchases shall be made signature page hereto at a purchase price of _Seven Dollars ($1.15 7.00) per such share of Common Stock (the “Per Security Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price of for the Shares with respect to each Share Investor (the “Purchase Price”) is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well as the Circular dated April 24, 2017 and its exhibits to the offering circular (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock Shares that may be sold by the Company in this offering shall not exceed 17,491,304 shares 7,142,857 (the “Maximum SharesOffering”). The Company may accept subscriptions until ______This Offering will terminate on the earlier of (i) November 30, unless earlier terminated by 2017, subject to extension for up to one hundred-eighty (180) days in the Company in its sole discretion of the Company; or (ii) the date on which the Maximum Offering is sold (in either case, the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each each, a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of Investor, Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A Preferred Stock, par value $0.0001 per share (the “Common Series A Preferred Stock”), par value $0.001 per share, of Cityzenith HoldingsD▇▇▇▇.▇▇, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 0.48 per share of Common Series A Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on Circular dated May ______ as well as the , 2016 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock Series A Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 12,500,000 shares (the “Maximum Shares”). The Company may accept subscriptions until ___May ___, 2017, unless earlier terminated otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be required to sell the Maximum Shares (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned ("Investor") hereby irrevocably subscribes for and agrees to purchase shares (the “"Shares”") of common stock (the “Class B Common Stock”), par value $0.001 per share, of Cityzenith Holdings, My Palace Portal Inc., a Delaware Wyoming corporation (the “"Company”"). Such purchases shall be made at a purchase price of $1.15 5.00 per share of Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “"Securities.” " The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation Designation, Privileges, Preferences and Rights of the Company, Class B Common Stock available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “'Offering Statement”")., (b) Investor understands that the Securities are being offered pursuant to an Offering Circular dated , 2020 (the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as "), filed with the Securities and Exchange Commission (SEC as part of the “SEC”)Offering Statement. By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription The Investor's subscription hereunder may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s 's subscription is rejected, Investor’s 's payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s investor's obligations hereunder shall terminate. (d) The aggregate number of shares of Non-voting Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 1,000,000 shares (the “Maximum Shares”"). The Company may accept subscriptions until ______May 31, 2021, unless earlier terminated by the Company in its sole discretion (the “"Termination Date”"). The There is no minimum offering amount and the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”).Date (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.. ,

Subscription. (a) The Investor undersigned ("Investor") hereby irrevocably subscribes for and agrees to purchase shares (the “"Shares”") of common stock (the “Class B Common Stock”), par value $0.001 per share, of Cityzenith Holdings, My Palace Portal Inc., a Delaware Wyoming corporation (the “"Company”"). Such purchases shall be made at a purchase price of $1.15 5.00 per share of Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “"Securities.” " The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation Designation, Privileges, Preferences and Rights of the Company, Class B Common Stock available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “'Offering Statement”")., (b) Investor understands that the Securities are being offered pursuant to the an Offering Statement qualified on ______ as well as the exhibits to the offering circular Circular dated September 15, 2020 (the “"Offering Circular”) as "), filed with the Securities and Exchange Commission (SEC as part of the “SEC”)Offering Statement. By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription The Investor's subscription hereunder may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s 's subscription is rejected, Investor’s 's payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s investor's obligations hereunder shall terminate. (d) The aggregate number of shares of Non-voting Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 1,000,000 shares (the “"Maximum Shares”"). The Company may accept subscriptions until ______May 31, 2021, unless earlier terminated by the Company in its sole discretion (the “"Termination Date”"). The There is no minimum offering amount and the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”).Date (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase, at a purchase price of $1.145 per share (the “Per Security Price”), the number of shares (the “Shares”) of common stock Non-Voting Common Stock, par value $0.0001 (the “Non-Voting Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Crush Capital Inc., a Delaware corporation (the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock () set forth on the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, signature page hereof upon the terms and conditions set forth herein. The purchase price minimum subscription is $1,145.00, or 1,000 shares of each Share is payable in the manner provided in Section 3(a) below. Non-Voting Common Stock The Shares being subscribed for under this Subscription Agreement shares of Non-Voting Common Stock are sometimes also referred to herein as the “Securities.” The rights and preferences of the Securities shares of Non-Voting Common Stock are as set forth in the Third Amended and Restated Certificate of Incorporation and Bylaws, as amended, of the Company, Company available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the an Offering Statement qualified on Circular dated ______ as well as the exhibits to the offering circular _____________, 2021 (the “Offering Circular”) as ), filed with the Securities and Exchange Commission (SEC as part of the “SEC”)Offering Statement. By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription The Investor’s subscription hereunder may be accepted or rejected in whole or in part, at any time prior to the Termination applicable Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares Securities that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminateterminate with respect to the rejected subscription (or portion thereof). (d) The aggregate number of shares of Common Stock Securities that may be sold by the Company in this offering shall not exceed 17,491,304 17,480,000 shares of Non-Voting Common Stock (the “Maximum Shares”), of which 13,986,550 shares are being offered by the Company and of which 3,493,450 shares are being offered by certain stockholders of the Company (the “Selling Stockholders”). The Company may accept subscriptions until ______the Maximum Shares have been sold, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The There is no minimum offering amount and the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “ClosingClosing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effecteffect with respect to the rejected subscription (or portion thereof), except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock (the “Common Series A-1 Preferred Stock”), par value $0.001 0.0001 per shareshare (the “Securities”), of Cityzenith HoldingsNew Media Trader, Inc., a corporation incorporated in the state of Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 3.0029 per share of Common Series A-1 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Series A-1 Preferred Stock are as set forth in the Third Amended and Restated Certificate of Incorporation set forth as Exhibit 2.1 of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”)Circular. (b) Investor understands that the Securities are being offered pursuant to the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, a copy of the Offering Circular and Offering Statement of the Company filed with the SEC and any other information reasonably required by the Investor to make an investment decision with respect to the Securitiesdecision. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. Investor’s subscription shall be deemed to be accepted by the Company only when a duly authorized officer of the Company delivers notice to Investor at a Closing. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall have no obligation to issue any of the Securities to any person who is a resident of a jurisdiction in which the issuance of Securities to such person would constitute a violation of the securities, "blue sky" or other similar laws of such jurisdiction. (d) The aggregate number of shares of Common Stock that may be Securities sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”)4,000,000 shares. The Company may accept subscriptions until ______offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, unless (2) the date which is one year from this offering being qualified by the Securities and Exchange Commission, or (3) the date at which the offering is earlier terminated by the Company us in its our sole discretion (the “Termination Date”)discretion. The Company may elect at any time to close all or any portion of This offering this offering on various dates at a best-efforts basis without any minimum target. We may undertake one or prior more closings on a rolling basis. After each closing, funds tendered by investors will be available to the Termination Date (each a “Closing”)company. (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Series A – 1 Preferred Stock, par value $0.0001 per share (the “Common Series A -1 Preferred Stock”), par value $0.001 per share, of Cityzenith Holdings, Innovega Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 3.00 per share of Common Series A-1 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The minimum subscription is $999.00. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Second Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on ______ as well as the Circular dated March 31, 2021 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion, subject to the conditions set forth herein. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. After the Company informs the Investor that the Minimum Offering (as hereinafter defined) has been met and an initial Closing (“First Closing”) has occurred, tendered funds will be transmitted promptly to the Company. (d) The aggregate number of shares of Common Stock Series A-1 Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 5,000,000 shares (the “Maximum Shares”). The Company may accept subscriptions until ______the earlier of: 1) the date at which the Maximum Shares are sold, unless earlier 2) 12 months from the date the offering is qualified by the Securities Exchange Commission, or 3) as sooner terminated by the Company in its sole discretion (the “Termination Date”). The Providing that subscriptions for $750,000 (the “Minimum Offering”) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock (the “Common Series A Preferred Stock”), par value $0.001 0.0001 per share, share (the “Series A Preferred Stock”) of Cityzenith HoldingsMonogram Orthopaedics, Inc., a Delaware corporation (the “Company”). Such purchases shall be made , at a purchase price of $1.15 [X.XX] per share of Common Stock (the “Per Security Price”)Series A Preferred Stock, rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth hereinherein (the “Subscription”). The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of Circular (as defined in the Company filed with the SEC (the “Offering Statement”next paragraph). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on Circular dated March ______ as well as the , 2019 and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock Series A Preferred that may be sold by the Company in this offering shall not exceed 17,491,304 X,XXX,XXX shares (the “Maximum Shares”). The Company may accept subscriptions until ______2019, unless earlier terminated otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be required to sell the Maximum Shares (the “Termination Date”). Providing that subscriptions for [____] (the “Minimum Offering”) and all other requirements for a closing are met, The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 8 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase the number of shares (the “"Shares”") of common stock (the “Common Stock”)stock, par value $0.001 .001 per shareshare (the "Common Stock") and the number of Common Stock Purchase Warrants (the "Warrants", and together with the Common Stock, the "Securities"), of Cityzenith Holdings, Inc.InteliData Technologies Corporation, a Delaware corporation (the “"Company”"), indicated on the signature page attached hereto at the purchase price set forth on such signature page (the "Purchase Price"). Such purchases Subscriber has made payment by wire transfer of funds in accordance with instructions from the Company in the full amount of the Purchase Price of the Securities for which Subscriber is subscribing (the "Payment"). 1.2 This Agreement is part of an offering of Securities being conducted by Stonegate Securities, Inc. (the "Placement Agent") on behalf of the Company (the "Offering"). The Company agrees that it shall be made at a purchase price of $1.15 per share of not undertake any other financings involving its Equity Common Stock (the “Per Security Price”), rounded down to the nearest whole share based as defined below) on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable more favorable than those in the manner provided Offering until the later of ninety (90) days after the Initial Closing Date or 30 days after the effectiveness of the Registration Statement (as that term is defined in Section 3(aAppendix I hereto) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as covering all of the “Securities.” The rights and preferences Common Stock, without the prior written approval of a majority of the holders of the Securities are purchased in this Offering. The term "Equity Common Stock" as set forth in the Third Amended and Restated Certificate of Incorporation used herein shall mean all capital stock of the Company, available in plus all rights, warrants, options, convertible Common Stock or indebtedness, exchangeable Common Stock or indebtedness, or other rights, exercisable for or convertible into, directly or indirectly, capital stock of the Exhibits to Company. Notwithstanding the Offering Statement above, "Equity Common Stock" shall not include any Common Stock of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered issued pursuant to any incentive or stock option plan of, or any employment agreement with, the Offering Statement qualified on ______ as well as the exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), Company approved by the Company at its sole discretion. In addition, stockholders or the board of directors of the Company, at its sole discretion, may allocate to Investor only a portion any Common Stock of the number Company issued pursuant to any purchase of assets or stock of a third party or any merger or consolidation of the Shares that Investor Company with a third party in which the Company is the surviving corporation, which issuance has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejectedbeen approved by Board of Directors of the Company, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of any Common Stock that may be sold by of the Company issued in this offering shall not exceed 17,491,304 shares (connection with a joint venture with a third party, which issuance has been approved by Board of Directors of the “Maximum Shares”). The Company may accept subscriptions until ______Company, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion Common Stock issuable upon exercise of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale any issued and outstanding warrants of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effectCompany. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Non-voting Common Stock (the “Non-voting Common Stock”), par value $0.001 0.00001 per share, of Cityzenith HoldingsRADAR USA, Inc.INC., a Delaware corporation (the “Company”), which shares of Non-voting Common Stock are convertible into shares of Common Stock of the Company, par value $0.00001 per share (the “Common Stock”). Such purchases shall be made at a purchase price of $1.15 1.00 per share of Non-voting Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a) below. The Shares being subscribed for under this Subscription Agreement and the voting Common Stock issuable upon the conversion of the shares of Non-voting Common Stock subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Second Amended and Restated Certificate of Incorporation of the Company, as amended, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities are being offered pursuant to the an Offering Statement qualified on Circular dated ______ as well as the exhibits to the offering circular ____________, 2022 (the “Offering Circular”) as ), filed with the Securities and Exchange Commission (SEC as part of the “SEC”)Offering Statement. By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed this Subscription Agreement, a copy of the Offering Circular and Offering Statement including exhibits thereto and any other information required by Investor to make an investment decision with respect to the Securities. (c) This Subscription The Investor’s subscription hereunder may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Non-voting Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 20,000,000 shares (the “Maximum Shares”). The Company may accept subscriptions until ______the Maximum Shares have been sold, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The There is no minimum offering amount and the Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of common stock Common Stock (the “Common Stock”), par value $0.001 0.0001 per share, of Cityzenith HoldingsWizard Entertainment, Inc., a Delaware corporation (the “Company”). Such purchases shall be made at a purchase price of $1.15 __ per share of Common Stock (the “Per Security Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The purchase price of each Share is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities Shares are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on Circular dated [______ as well as the ____, 2019] and its exhibits to the offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 XXX shares (the “Maximum Shares”). The Company may accept subscriptions until [______, 2020], unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of shares (the “Shares”) of the Company’s common stock stock, $0.001 par value per share, as set forth on the signature page hereto, for an aggregate purchase price (the “Common StockPurchase Price”), par value $0.001 ) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share, of Cityzenith Holdings, Inc., a Delaware corporation share (the “Company”). Such purchases shall be made at a purchase price of $1.15 per share of Common Stock (the “Per Security Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions ) as set forth hereinon the signature page hereto. The purchase price of each Share Purchase Price is payable in set forth on the manner provided in Section 3(a) belowsignature page hereto. The Shares are being subscribed for under this Subscription Agreement are sometimes referred offered pursuant to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Companyan offering statement on Form 1-A, available in the Exhibits to the Offering Statement of the Company filed with the SEC File No. 024-[ ] (the “Offering Statement”). (b) Investor understands that . The Offering Statement will have been qualified by the Securities are being offered pursuant and Exchange Commission (the “Commission”) prior to the Offering Statement qualified on ______ as well as the exhibits to the issuance of any Shares and acceptance of Investor’s subscription. The offering circular (the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor acknowledges that Investor has received and reviewed which forms a copy part of the Offering Statement, however, is subject to change. A final Offering Circular and and/or supplement to Offering Statement and any other information Circular will be delivered to the Investor as required by Investor to make an investment decision with respect to the Securities. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to the Termination Date (as hereinafter defined), law. The Shares are being offered by the Company at its sole discretionon a “best efforts” basis. In addition, the Company, at its sole discretion, may allocate to Investor only a portion The completion of the number of the Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereofthe “Closing”) shall take place at a place and time (the “Closing Date”) to Investor is not consummated be specified by the Company in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Purchase Price for any reason, this Subscription Agreement the Shares shall have no force or effect, except for Section 6 hereof, which shall remain in force be paid simultaneously with the execution and effect. (f) The terms delivery to the Company of the signature page of this Subscription Agreement Agreement. Investor shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms deliver a signed copy of this Subscription Agreement, and along with payment for the aggregate Purchase Price of the Shares by a check for available funds made payable to “Marijuana Company of America, Inc.”, by ACH electronic transfer or wire transfer to an account designated by the Company, or by any combination of such methods. Payment for the Shares shall be received by the Company consents from the undersigned by transfer of immediately available funds, or other means approved by the Company at least two (2) days prior to the transfer closing date, in its sole discretionthe amount as set forth on the signature page hereto. Upon satisfaction or waiver of all the conditions to closing set forth in the Offering Statement, at the Closing, the Company shall cause the Shares to be delivered to the Investor with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions.”

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) number of common stock (Shares set forth on the “Common Stock”), par value $0.001 per share, of Cityzenith Holdings, Inc., a Delaware corporation (the “Company”). Such purchases shall be made signature page hereto at a purchase price of Eight Dollars ($1.15 8.00) per such share of Common Stock (the “Per Security Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price of for the Shares with respect to each Share Investor (the “Purchase Price”) is payable in the manner provided in Section 3(a2(a) below. The Shares being subscribed for under this Subscription Agreement are sometimes referred to herein as the “Securities.” The rights and preferences of the Securities are as set forth in the Third Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Investor understands that the Securities Shares are being offered pursuant to the Offering Statement qualified on Circular dated January ______ as well as the , 2017 and its exhibits to the offering circular (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and Offering Statement and any other information required by Investor to make an investment decision with respect to the SecuritiesShares. After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis.” This means not all investors will receive their Shares on the same date. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date (as hereinafter defined), by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed to purchase for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of shares of Common Stock that may be sold by the Company in this offering shall not exceed 17,491,304 shares (the “Maximum Shares”). The Company may accept subscriptions until ______, unless earlier terminated by the Company in its sole discretion (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering on various dates at or prior to the Termination Date (each a “Closing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 5 hereof, which shall remain in force and effect. (fd) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, acknowledge and agree to be bound by the representations and warranties of Investor, Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, and the Company consents to the transfer which may be withheld in its sole and absolute discretion.