Investing in units of limited liability
company interest (the “Units”) issued by Gateway Garage Partners LLC (the “Company”) involves
significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment
could be illiquid for an indefinite period of time. No public market currently exists for the Units, and if a public market develops
following the offering, it may not continue.
The Units have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or blue-sky laws and
are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and state securities
or blue-sky laws. Although an offering statement (“Offering Statement”) has been filed with the Securities and
Exchange Commission (the “SEC”), that offering statement does not include the same information that would be
included in a registration statement under the Securities Act. The Units have not been approved or disapproved by the SEC, any
state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits of
the offering or the adequacy or accuracy of the offering circular or any other materials or information made available to subscriber
in connection with the offering. Any representation to the contrary is unlawful.
No sale may be made to persons in the
offering who are not “accredited investors” unless the aggregate purchase price is less than 10% of the greater of
such investors’ annual income or net worth. The Company is relying on the representations and warranties set forth by each
subscriber in this subscription agreement and the other information provided by subscriber in connection with the offering to determine
compliance with this requirement.
Prospective investors may not treat
the contents of the subscription agreement, the offering circular or any of the other materials available (collectively, the “Offering
Materials”) or any prior or subsequent communications from the Company or any of its affiliates, officers, employees
or agents (including “testing the waters” materials) as investment, legal or tax advice. In making an investment decision,
investors must rely on their own examination of the Company and the terms of the offering, including the merits and the risks involved.
Each prospective investor should consult the investor’s own counsel, accountant and other professional advisor as to investment,
legal, tax and other related matters concerning the investor’s proposed investment.
The Company reserves the right in its
sole discretion and for any reason whatsoever to modify, amend and/or withdraw all or a portion of the offering and/or accept or
reject in whole or in part any prospective investment in the Units or to allot to any prospective investor less than the amount
of Units such investor desires to purchase.
Except as otherwise indicated, the Offering
Materials speak as of their date. Neither the delivery nor the purchase of the Units shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since that date.
GARAGE PARTNER LLC
LIMITED LIABILITY COMPANY
This subscription agreement (“Agreement”)
is made as of the date set forth below by and between the undersigned (“Subscriber” or “you”)
and GATEWAY GARAGE PARTNERS LLC, a Delaware limited liability company (the “Company” or “we”
or “us” or “our”), and is intended to set forth certain representations, covenants and
agreements between Subscriber and the Company with respect to the offering (the “Offering”) for sale
by the Company of its units of limited liability company interest (referred to herein as the “Units”)
as described in the Company’s Offering Circular dated as of the date of its qualification by the SEC, as amended by any post-qualification
amendment (the “Offering Circular”).
Subscription and Purchase of Units.
Maximum and Minimum. The maximum investment amount per investor is $________ (_____
Units). The minimum investment amount per investor is $250 (1 Unit); however, we can waive the maximum or minimum purchase restriction
on a case-by-case basis in our sole discretion and such waiver shall be evidenced by our acceptance of any such subscription and
our countersignature on this Agreement.
Irrevocable Subscription. Subject to the terms and conditions hereof, you irrevocably subscribe
for and agree to purchase from the Company the number of Units set forth on the signature page to this Agreement at a purchase
price of $250.00 per Unit for the total amount set forth on the signature page (the “Purchase Price”).
Rejection. We have the right to reject or cancel your subscription, in whole or in part,
whether or not we consummate the Offering. If we reject or cancel your subscription, we will refund to you amounts paid relating
to such portion of the subscription that is rejected or cancelled, without interest. We may deduct third party processing fees,
if any, from amounts refunded.
Operating Agreement. You have received and read a copy of the Company’s Amended and
Restated Limited Liability Company Agreement (the “Operating Agreement”) and agree that your execution
of this Agreement constitutes your consent to and execution of the Operating Agreement, and, that upon acceptance of this Agreement
by the Company, you will become a member of the Company as a holder of Units. When this Agreement is countersigned by the Company,
the Operating Agreement shall be binding upon you as of the applicable closing date.
Subscription Procedures, Payment and Delivery
Subscription Procedures. The procedures for subscribing to the Offering are set forth
in Annex A to this Subscription Agreement.
Payment. If you are subscribing using the LEX Markets Platform Method, you will pay
the Purchase Price for the Units in the form of ACH debit transfer, wire transfer or an alternative payment method as specified
by you on the LEX Markets Platform, if applicable, into a segregated non-interest-bearing account held for the benefit of the Company
until the applicable closing date of the Offering. If you are subscribing using the Manual Subscription Method, you will pay the
Purchase Price for the Units via wire transfer only as instructed in Annex A. Your subscription is irrevocable. An escrow
agent will maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the applicable closing date,
(ii) the rejection of such subscription or (iii) the termination of the Offering by us in our sole discretion.
Acceptance. This subscription shall be deemed to be accepted only when this Agreement has
been signed by the Company. The deposit of the payment of the Purchase Price for clearance will not be deemed an acceptance
of this Agreement.
Rejection or Termination. The payment of the Subscription Amount (or, in the case of rejection
of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned,
without interest, but subject to deduction of third party processing fees, if any, if Subscriber’s subscription is rejected
in whole or in part or if the Offering is terminated or canceled. If a subscription was made in a form of currency other than U.S.
dollars, you will receive such payment in the form of a check in U.S. dollars via U.S. mail or, in our sole discretion, the currency
in which the subscription was made. If we elect to make such payment in a currency other than U.S. dollars, we will use the same
process we used to convert the subscription into U.S. dollars to convert the U.S. dollars back into the original currency and such
amounts will be refunded to you. You will bear third party processing and exchange costs, if applicable.
Issuance of Units. We will not issue Units until the initial closing and your funds will
be stored in an escrow account until the applicable closing date. Upon the release of your Purchase Price to the Company at the
applicable closing, you will receive notice and evidence of the digital book-entry (or other manner of record) of the number of
Units owned by you reflected on the books and records of the Company, which books and records shall bear a notation that the Units
were sold in reliance upon Regulation A.
Representations, Warranties and Agreements of Subscriber.
By executing this
Subscription Agreement, Subscriber represents, warrants and agrees as of the date of execution of this Agreement and as of the
applicable closing date of the Offering:
Requisite Power and Authority and Related Matters. Subscriber has all necessary power and
authority under all applicable provisions of law to execute and deliver this Agreement. All action on Subscriber’s part required
for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the applicable closing.
If Subscriber is a natural person, Subscriber is at least 21 years of age (or eighteen (18) years of age jurisdictions with such
applicable age limit on contracting) and competent to enter into a contractual obligation. If an entity, Subscriber, represents
that such entity was not formed for the specific purpose of acquiring the Units, such entity is duly organized, validly existing
and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby
is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity
has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry
out the provisions hereof and thereof and to purchase and hold the Units, the execution and delivery of this Subscription Agreement
has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of
such entity and is a legal, valid and binding obligation of such entity; or if executing this Agreement in a representative or
fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and
on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership,
or other entity for whom Subscriber is executing this Agreement, and such individual, partnership, ward, trust, estate, corporation,
or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription
Agreement and make an investment in the Company, and represents that this Agreement constitutes a legal, valid and binding obligation
of such entity. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment,
injunction, agreement or controlling document to which Subscriber is a party or by which it is bound. Upon execution and delivery,
this Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its terms, except (a) as limited
by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of
creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.
Investment Representations. Subscriber understands that the Units have not been registered
under the Securities Act. Subscriber also understands that the Units are being offered and sold pursuant to an exemption from registration
contained in the Securities Act based in part upon Subscriber’s representations contained in this Agreement. Subscriber is
purchasing the Units for Subscriber’s own account. Subscriber has received and reviewed this Agreement, the Offering Circular
and the Operating Agreement. Subscriber and/or Subscriber’s advisors, who are not affiliated with and not compensated directly
or indirectly by the Company or an affiliate thereof, have such knowledge and experience in business and financial matters as will
enable them to utilize the information which they have received in connection with the Offering to evaluate the merits and risks
of an investment, to make an informed investment decision and to protect Subscriber’s own interests in connection with an
investment in the Units.
Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there
is no ready public market for the Units and that there is no guarantee that a market for their resale will ever exist. Subscriber
must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Units on any market or
take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect
to facilitating trading or resale of the Units. Subscriber acknowledges that it is able to bear the economic risk of losing its
entire investment in the Units. Subscriber also understands that an investment in the Company involves significant risks and understand
all of the risk factors relating to the purchase of Units.
Investor Status. Subscriber represents that either:
Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities
The Purchase Price set out in signature page to this Agreement, together with any other amounts previously used to purchase
Units in the Offering, does not exceed 10% of the greater of Subscriber’s annual income or net worth (excluding Subscriber’s
primary residence and automobiles).
Unitholder Information. Within five days after receipt of a request from the Company, you
agree to provide such information with respect to your status as a unitholder (or potential unitholder) and to execute and deliver
such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become
subject, including, without limitation, the need to determine the accredited status of the Company’s unitholders. You further
agree that in the event you transfer any Units, you will require the transferee of such Units to agree to provide such information
to the Company as a condition of such transfer.
Company Information. You have had the opportunity to review the Offering Circular, including,
without limitation, the section titled “Risk Factors.” You have had an opportunity to discuss the business,
management and financial affairs of the Company and 181 High Street LLC (“OpCo”) with managers, officers
and management of the Company and OpCo and have had the opportunity to review OpCo’s operations and facilities. Subscriber
has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and
conditions of this investment. Subscriber acknowledges that Subscriber is making an investment decision based on the information
if the Offering Circular and except as set forth in the Offering Circular and herein, no representations or warranties have been
made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business
or prospects of the Company or its financial condition.
Additional Subscriber Information; Payment Information. Subscriber agrees to provide any
additional documentation the Company may reasonably request, including documentation as may be required by the Company to form
a reasonable basis that Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under
Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation
A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that
Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits.
Subscriber acknowledges that Subscriber’s responses to questions on the LEX Markets Platform are true, complete and accurate
in all respects. Payment information provided by Subscriber through the LEX Markets Platform is true, accurate and correct and
such payment information shall be deemed to be a part of this Agreement as if and to the same extent that such information was
set forth herein.
Neither the Company nor LEX Markets is an Investment Adviser. Subscriber understands that
neither the Company nor LEX Markets is registered under the Investment Company Act of 1940 or the Investment Advisers Act of 1940,
Valuation; Use of Proceeds. Subscriber acknowledges that the price of the Units was
set by the Company on the basis of dividing (i) the purchase price that the Company paid for the Interest (as defined in the Offering
Circular) by (ii) the number of Units offered in the Offering. The net proceeds of the Offering will be paid to OpCo to acquire
Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary
resident) at the address shown on the signature page and provided on the LEX Markets Platform.
Power of Attorney. Any power of attorney of Subscriber granted in favor of the President
and the Secretary of the Company and the Liquidator contained in the Operating Agreement has been executed by the Subscriber in
compliance with the laws of the state, province or jurisdiction in which such agreements were executed.
Underwriter Fees. No fees or commissions will be payable by the Company to brokers, finders
or investment bankers with respect to the Offering. Please note that the Company has retained Independent Brokerage Solutions LLC
(“IndeBrokers”) and LEX Markets LLC (“LEX Markets LLC”) as an co-arranger, co-selling agent, and co-financial
advisor in connection with the Offering, which in turn may engage other broker-dealers to assist us in finding potential investors.
IndeBrokers will receive certain fees and commissions and expense reimbursements from OpCo in respect of its activities, but no
commissions, fees or expense reimbursements of IndeBrokers shall be paid by the Company or from the proceeds of the Offering. IndeBrokers
and LEX Markets are acting solely on a “best efforts” basis and will not acquire any Units.
Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30)
of the Internal Revenue of 1986, as amended (the “Code”)), Subscriber hereby represents that it has satisfied
itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or
any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Units, (b) any
foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained,
and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or
transfer of the Units. Subscriber’s subscription and payment for and continued beneficial ownership of the Units will not
violate any applicable securities or other laws of Subscriber’s jurisdiction.
Patriot Act; Anti-Money Laundering; OFAC. Subscriber should check the Office of Foreign
Assets Control (“OFAC”) website at http://www.treas.gov/ofac before making the following representations.
Subscriber hereby represents and warrants to the Company as follows:
Subscriber represents that (i) no part of the funds used by Subscriber to acquire the Units has been, or shall be, directly
or indirectly derived from, or related to, any activity that may contravene United States federal or state or non-United States
laws or regulations, including anti-money laundering laws and regulations, and (ii) no payment to the Company by Subscriber and
no distribution to Subscriber shall cause the Company to be in violation of any applicable anti-money laundering laws or regulations
including, without limitation, Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism (USA PATRIOT ACT) Act of 2002 and the United States Department of the Treasury Office of Foreign Assets
Control regulations. Subscriber acknowledges and agrees that, notwithstanding anything to the contrary contained in the Offering
Circular or any other agreement, to the extent required by any anti-money laundering law or regulation, the Company may restrict
distributions or take any other reasonably necessary or advisable action with respect to the Units, and Subscriber shall have no
claim, and shall not pursue any claim, against the Company or any other person in connection therewith. U.S. federal regulations
and executive orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision
of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories,
persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC
(the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries
regardless of whether such individuals1
or entities appear on the OFAC lists.
To the best of Subscriber’s
knowledge, none of: (1) Subscriber; (2) any person controlling or controlled by Subscriber; (3) if Subscriber is a privately-held
entity, any person having a beneficial interest in Subscriber; or (4) any person for whom Subscriber is acting as agent or nominee
in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited
under the OFAC Programs. Subscriber agrees to promptly notify the Company should Subscriber become aware of any change in the information
set forth in these representations. Subscriber understands and acknowledges that, by law, the Company may be obligated to “freeze
the account” of Subscriber, either by prohibiting additional subscriptions from Subscriber, declining to make any distributions
and/or segregating the assets in the account in compliance with governmental regulations, and any broker may also be required to
report such action and to disclose Subscriber’s identity to OFAC. Subscriber further acknowledges that the Company may, by
written notice to Subscriber, suspend the redemption rights, if any, of Subscriber if the Company reasonably deems it necessary
to do so to comply with anti-money laundering regulations applicable to the Company or any broker or any of the Company’s
other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and
other parties subject to OFAC sanctions and embargo programs.
1 These individuals include
specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo
To the best of Subscriber’s knowledge, none of: (1) Subscriber; (2) any person controlling or controlled by the Subscriber;
(3) if Subscriber is a privately-held entity, any person having a beneficial interest in Subscriber; or (4) any person for whom
Subscriber is acting as agent or nominee in connection with this investment is a senior foreign political figure, 
or any immediate family member or
close associate of a senior foreign
political figure, as such terms are defined in the footnotes below.
If the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if Subscriber receives
deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, Subscriber represents
and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country
in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related
to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank
to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not
have a physical presence in any country and that is not a regulated affiliate.
Subscriber acknowledges that, to the extent applicable, the Company will seek to comply with the Foreign Account Tax Compliance
Act provisions of the Code and any rules, regulations, forms, instructions or other guidance issued in connection therewith (the
“FATCA Provisions”). In furtherance of these efforts, the Subscriber agrees to promptly deliver any additional documentation
or information, and updates thereto as applicable, which the Company may request in order to comply with the FATCA Provisions.
The Subscriber acknowledges and agrees that, notwithstanding anything to the contrary contained in the Offering Circular, any side
letter or any other agreement, the failure to promptly comply with such requests, or to provide such additional information, may
result in the withholding of amounts with respect to, or other limitations on, distributions made to the Subscriber and such other
reasonably necessary or advisable action by the Company with respect to the Units (including, without limitation, required withdrawal),
and the Subscriber shall have no claim, and shall not pursue any claim, against the Company or any other person in connection therewith.
A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative,
military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political
party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure”
includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
“Immediate family” of a senior foreign political figure typically includes the figure’s parents,
siblings, spouse, children and in-laws.
A “close associate” of a senior foreign political figure is a person who is widely and publicly known
to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position
to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.
Survival; Indemnification. All representations, warranties and covenants contained
in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b)
changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber,
and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations,
warranties and agreements in Section 2 hereof and that the Company has relied upon such representations, warranties and covenants
in determining Subscriber’s qualification and suitability to purchase the Units. Subscriber hereby agrees to indemnify, defend
and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all
losses, claims, damages, liabilities, expenses (including attorneys’ fees and disbursements), judgments or amounts paid in
settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of
any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or
acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under
the Securities Act or state securities laws.
Tax Forms. Subscriber will also need to complete an
IRS Form W-9 or the appropriate Form W-8, which should be returned directly to us via the LEX Markets Platform. Subscriber certifies
that the information contained in the executed copy (or copies) of IRS Form W-9 or appropriate IRS Form W-8 (and any accompanying
required documentation), as applicable, when submitted to the Company will be true, correct and complete. Subscriber shall (i)
promptly inform the Company of any change in such information, and (ii) furnish to us a new properly completed and executed form,
certificate or attachment, as applicable, as may be required under the Internal Revenue Service instructions to such forms, the
Code or any applicable Treasury Regulations or as may be requested from time to time by us.
No Advisory Relationship. Subscriber acknowledges and agrees that the purchase
and sale of the Units pursuant to this Agreement is an arms-length transaction between it and the Company. In connection with the
purchase and sale of the Units, neither the Company nor LEX Markets is acting as your agent or fiduciary. Neither the Company nor
LEX Markets assumes any advisory or fiduciary responsibility in your favor in connection with the Units. Neither the Company nor
LEX Markets has provided you with any legal, accounting, regulatory or tax advice with respect to the Units, and you have consulted
your own respective legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate.
LEX Markets Platform. If subscribing using the LEX Markets Platform
on the LEX Markets Platform.
Telephone Consumer Protection Act Consent. Subscriber
hereby expressly consents to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages
(including text messages) from the [Administrator],
its affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that Subscriber has provided
to the Company or LEX Markets (including any cellular telephone numbers). Subscriber’s cellular or mobile telephone provider
will charge Subscriber according to the type of plan Subscriber carries. To unsubscribe from text messages or promotional calls
at any time, Subscriber may (i) reply STOP, STOPALL, UNSUBSCRIBE, CANCEL, END or QUIT to any text message such Subscriber receives
from the Administrator or LEX Markets or (ii) email support@LEX-markets.com with one of the forgoing words in the subject line.
Each Subscriber consents that following such a request to unsubscribe, such Subscriber may receive one final text message from
LEX Markets confirming such request. Subscriber understands that unsubscribing from promotional and/or account-related texts or
calls will not prevent LEX Markets from sending Subscriber text messages or telephone calls for purposes other than promotion and
Transfer Restrictions. Subscriber acknowledges that it shall not, without
the prior consent of the Manager, transfer, assign or pledge its Units if, in the opinion of counsel, such transfer, assignment
or pledge would result (i) the Interest being deemed “plan assets” for purposes of ERISA, (b) a change of U.S. federal
income tax treatment of the Company and the Units or (c) the Company being required to become a reporting company under the Securities
Exchange Act of 1934, as amended. Subscriber agrees that any such transfer would be void ab initio and the intended transferee
shall acquire no rights in such Units.
As a condition to recording any transfer
on our books and records, the transferring holder may be required to pay a transfer fee equal to the actual third-party transaction
cost of recording such transfer. These costs will be charged on a per transaction basis irrespective of the number of Units transferred.
Transfers will also be subject to restrictions imposed under state and international securities laws. Certificates or other instruments
representing the Units, if any, shall bear a digital or physical restrictive legend in substantially the following form (and a
stop transfer order may be placed against transfer of such certificates or instruments):
SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THE COMPANY’S AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AND THE SUBSCRIPTION AGREEMENT PURSUANT TO WHICH THESE SECURITIES WERE ORIGINALLY
SOLD. ANY PURPORTED TRANSFER IN VIOLATION OF SUCH PROVISIONS SHALL BE VOID AB INITIO.
Either party may, at its sole election, require that the sole and exclusive forum and remedy for
resolution of a Claim be final and binding arbitration pursuant to this Section 10 (this “Arbitration Provision”).
The arbitration shall be conducted in New York, New York. As used in this Arbitration Provision, “Claim”
shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected
with you), on the one hand, and the Company and or LEX Markets (or persons claiming through or connected with the Company or LEX
Markets), on the other hand, relating to or arising out of this Agreement, the Units, the LEX Markets Platform, and/or the activities
or relationships that involve, lead to, or result from any of the foregoing, including (except to the extent provided otherwise
in the last sentence of Section (e) below) the validity or enforceability of this Arbitration Provision, any part thereof, or the
entire Agreement, provided that this provision shall not apply to any Claims arising under Federal securities laws. Claims are
subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute,
common law, or principles of equity; or otherwise. Claims include (without limitation) matters arising as initial claims, counter-claims,
cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation
that is enforceable.
The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”)
or JAMS. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance
with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision
or any countervailing law. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision,
this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have
the rules and policies of the administrator apply.
If we elect arbitration, we shall pay all the administrator’s filing costs and administrative
fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall
be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the
administrator’s rules. We shall pay the administrator’s hearing fees for one full day of arbitration hearings. Fees
for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator’s rules or applicable
law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorney’s
fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights
shall apply in the arbitration notwithstanding anything to the contrary herein.
Within 30 days of a final award by the arbitrator, a party may appeal the award for reconsideration
by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, an
opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the
initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator’s
rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal,
and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (the “FAA”),
and may be entered as a judgment in any court of competent jurisdiction.
We agree not to invoke our right to arbitrate an individual Claim that you may bring in Small Claims
Court or an equivalent court, if any, so long as the Claim is pending only in that court. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL
ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD
HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT.
Unless otherwise provided in this Agreement or consented to in writing by all parties to the arbitration,
no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated
corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing
by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only,
and only with respect to the claims in arbitration, and shall not (i) determine the rights, obligations, or interests of anyone
other than a named party, or resolve any Claim of anyone other than a named party, or (ii) make an award for the benefit of, or
against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or
fail to enforce this sub-section (e), and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall
be invalid and unenforceable. Any challenge to the validity of this sub-section (e) shall be determined exclusively by a court
and not by the administrator or any arbitrator.
This Arbitration Provision is made pursuant to a transaction involving interstate commerce and
shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law consistent with the FAA and applicable
statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject
to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and
evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
This Arbitration Provision shall survive (i) suspension, termination, revocation, closure, or amendments
to this Agreement and the relationship of the parties; (ii) the bankruptcy or insolvency of any party hereto or other party; and
(iii) any transfer of any loan or Unit or any amounts owed on such loans or notes, to any other party. If any portion of this Arbitration
Provision other than sub-section (e) is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall
nevertheless remain valid and in force. If arbitration is brought on a class, representative, or collective basis, and the limitations
on such proceedings in sub-section (e) are finally adjudicated pursuant to the last sentence of sub-section (e) to be unenforceable,
then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or
make awards beyond those authorized in this Arbitration Provision.
Waiver of Court & Jury Rights. THE PARTIES ACKNOWLEDGE THAT THEY HAVE
A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT
TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT
UPON ELECTION OF ARBITRATION BY ANY PARTY. THE PARTIES HERETO WAIVE A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS AGREEMENT,
THE UNITS OR ANY OTHER AGREEMENTS RELATED THERETO. THIS WAIVER OF THE RIGHT TO A JURY TRIAL DOES NOT APPLY TO ANY CLAIMS MADE UNDER
THE FEDERAL SECURITIES LAWS.
Damage Limitation. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE SUBSCRIBER
FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING
SHALL BE INTERPRETED AND HAVE EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE OR REGULATION.
Captions and Headings. The Article and Section headings throughout this Agreement are for
convenience of reference only and shall in no way be deemed to define, limit or add to any provision of this Agreement.
Notification of Changes. Subscriber agrees and covenants to notify the Company immediately
upon the occurrence of any event prior to the consummation of the Offering that would cause any representation, warranty, covenant
or other statement contained in this Agreement to be false or incorrect or of any change in any statement made herein occurring
prior to the consummation of the Offering.
Assignability. This Agreement is not assignable by Subscriber, and may not be modified,
waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modification, waiver
or termination is sought.
Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon
and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns,
and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding
upon such heirs, executors, administrators, successors, legal representatives and assigns.
Obligations Irrevocable. The obligations of Subscriber shall be irrevocable, except with
the consent of the Company, until the consummation or termination of the Offering.
Entire Agreement; Amendment. This Agreement states the entire agreement and understanding
of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written.
No amendment of the Agreement shall be made without the express written consent of the parties.
Severability. The invalidity or unenforceability of any particular provision of this Agreement
shall not affect any other provision hereof, which shall be construed in all respects as if such invalid or unenforceable provision
Hardware and Software Requirements. In order to access and retain documents electronically,
you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related
software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions; and
hardware capable of running this software. You will also need a printer if you wish to print electronic documents on paper, and
electronic storage if you wish to download and save documents to your computer.
Governing Law; Venue. This Agreement shall be governed by and construed in accordance with
the laws of Delaware, without regard to the conflicts of laws principles thereof. To the extent of any disagreement or matter relating
to this Agreement, the Units or the LEX Markets Platform, including, without limitation, the enforceability of the arbitration
provisions of this Agreement or the enforcement of any arbitration award, such disagreement or matter shall be exclusively submitted
to the federal or state courts located in the City of New York.
Notices. All notices and communications to be given or otherwise made to the Subscriber
shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of the
Company and or LEX Markets (or that you submitted to us via the LEX Markets Platform). You shall send all notices or other communications
required to be given hereunder to the Company via email at support@LEX-markets.com (with a copy to be sent concurrently via prepaid
certified mail to: LEX Markets Corp., 25 West 39th Street, Floor 8, New York, New York, 10018, Attention: Investor Relations.
Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on
which the electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business
day” shall mean any day other than a day on which banking institutions in the State of Delaware are legally closed for business.
Counterparts. This Agreement may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same
Digital Signatures. Digital (“electronic”) signatures, often referred to as
an “e-signature”, enable paperless contracts and help speed up business transactions. The 2002 E-Sign Act was meant
to ease the adoption of electronic signatures. The mechanics of this Subscription Agreement’s electronic signature include
your signing this Agreement below by typing in your name, with the underlying software recording your IP address, your browser
identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Subscription
Agreement will be available to both you and the Company, as well as any associated brokers, so they can store and access it at
any time, and it will be stored and accessible on the LEX Markets Platform and hosting provider, including backups. Each of you
and the Company hereby consents and agrees that electronically signing this Agreement constitutes your respective signature, acceptance
and agreement as if actually signed by you in writing. Further, all parties agree that no certification authority or other third-party
verification is necessary to validate any electronic signature; and that the lack of such certification or third party verification
will not in any way affect the enforceability of your signature or resulting contract between you and the Company. You understand
and agree that your e-signature executed in conjunction with the electronic submission of this Subscription Agreement shall be
legally binding and such transaction shall be considered authorized by you. By signing electronically below, you agree your electronic
signature is the legal equivalent of your manual signature on this Subscription Agreement you consent to be legally bound by this
Subscription Agreement. Alternatively, you may opt-out of this provision by printing a copy of this Agreement, signing it manually
and returning it to the Company and, if your subscription is accepted, the Company will manually countersign it and return a countersigned
copy to you via email.
Consent to Electronic Delivery of Tax Documents. Please read this disclosure about how we
will provide certain documents that we are required by the Internal Revenue Service (the “IRS”) to send
to you (“Tax Documents”) in connection with your Units. A Tax Document provides important information
you need to complete your tax returns. Tax Documents include Form 1099 and/or Form K-1. Occasionally, we are required to send you
CORRECTED Tax Documents. Additionally, we may include inserts with your Tax Documents. We are required to send Tax Documents to
you in writing, which means in paper form. When you consent to electronic delivery of your Tax Documents, you will be consenting
to delivery of Tax Documents, including these corrected Tax Documents and inserts, electronically instead of in paper form. By
executing this Agreement on the LEX Markets Platform, you are consenting in the affirmative that we may send Tax Documents to you
electronically, and acknowledging that you are able to access Tax Documents from the site which are made available under “My
Account.” If you subsequently withdraw consent to receive Tax Documents electronically, a paper copy will be provided. Your
consent to receive the Tax Documents electronically continues for every tax year until you withdraw your consent. You can withdraw
your consent before the Tax Document is furnished by mailing a letter including your name, mailing address, effective tax year,
and indicating your intent to withdraw consent to the electronic delivery of Tax Documents to:
LEX Markets LLC
Attn: General Counsel
25 West 39th Street, Floor 8
New York, NY 10018
(212) 655-9816, Ext. 707
If you withdraw consent to receive Tax
Documents electronically, a paper copy will be provided. You Must Keep Your E-mail Address Current With Us. You must
promptly notify us of a change of your email address. If your mailing address, email address, telephone number or other contact
information changes, you may also provide updated information by contacting us at legal@LEX-markets.com.
Electronic Delivery of Information. Subscriber and the Company each hereby agrees that all
current and future notices, confirmations and other communications regarding this Agreement, the Operating Agreement and future
communications in general between the parties, may be made by e-mail, sent to the e-mail address of record as set forth in this
Agreement or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation
of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship
between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited
to such communications being diverted to the recipients spam filters by the recipients email service provider, or due to a recipient’s
change of address, or due to technology issues by the recipients service provider, the parties agree that the burden of such failure
to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any
other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes,
including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to you,
and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the
electronically sent communication(s) and maintaining such physical records in any manner or form that you desire.
* * * * *
GARAGE PARTNERS LLC
AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, Subscriber or its duly
authorized representative has electronically executed and delivered this Subscription Agreement by clicking “I Agree”
above and acknowledges that all of the information below is true and correct.
of Units: _____________________________________________
[By clicking “I Agree” I, Subscriber, have executed this Agreement intending to be legally bound]
(Signature of subscriber or authorized officer)
GARAGE PARTNERS LLC
AGREEMENT SIGNATURE PAGE
(This countersigned Signature Page will
be returned to Subscriber when and if a
subscription has been accepted immediately
prior to the applicable closing)
ACCEPTED AND AGREED TO:
GATEWAY GARAGE PARTNERS LLC
Gateway Garage Partners LLC
Attn: General Counsel
25 West 39th Street, Floor 8
New York, NY 10018
(212) 655-9816, Ext. 707
After the qualification by the SEC of the
offering statement of which the Offering Circular is a part, if you decide to subscribe for any Units in the Offering, you may
purchase Units one of two ways: (1) by opening a brokerage account with LEX Markets and purchasing using the LEX Markets Platform
website at https://www.LEX-markets.com/ (the “LEX Markets Platform Method”); or (2) if you are investing at least $[•],
by manually completing this Subscription Agreement, instructing the Company to deposit your shares with your account with another
DTC-member broker using the attached form, and wiring the purchase money to the escrow account at Signature Bank identified below
(the “Manual Subscription Method”).
The LEX Markets Platform Method
The LEX Markets Platform provides a secure
portal to enable you to subscribe as follows:
Once an offering has been qualified by the SEC, you can
initiate the subscription process by clicking a “Buy Units” link adjacent to a reference to the Offering.
The next screen will require you to provide basic identifying
information, including your name, email address, phone number, and to establish a password, after which you will be prompted to
continue to the next screen.
You will then be presented with a link to the final Offering
Circular (and any post qualification supplements or amendments, if applicable) and basic information about the Offering, the number
of Units offered, the maximum aggregate offering amount and the minimum investment amount.
You will be requested to confirm the number of Units
you wish to subscribe for and the corresponding dollar amount of your proposed subscription.
After a prompt to continue, you will be requested to
select a payment method, including: (i) linking a bank account to facilitate payment through the Automated Clearing House, or
ACH, (ii) federal funds wire transfer or (iii) credit card, as follows:
ACH. If you choose to link your bank account, you will be requested to select your bank among a directory of banks and you
will be prompted to provide your bank user name and password and to select the particular account. You may also confirm your bank
account by confirming micro deposits in lieu of using your user name and password.
Wire Transfer. If you choose to pay by wire transfer, you will be provided with the issuer’s bank account number, routing
number and bank address, along with a unique identifying code that will enable us to match the incoming wire transfer with your
After selecting the method of payment, LEX Markets sends
you an email requesting you to click a link that verifies your email address and confirms that you created your account with LEX
Assuming your e-mail address is valid, you will be directed
to review and execute a copy of the subscription agreement, which contains an active hyper-link to the operating agreement for
the issuer and is self-populated with your name, address, telephone number, subscription amount and method of payment.
Next, you will be requested to verify your identity and
you will be presented with an active hyperlink to a Customer ID Program Notice which describes the identification information
you need to provide. You will be prompted to provide us with your address, date of birth and your social security or tax identification
number. You will also be asked: (i) whether you are an accredited investor (with appropriate definitions provided) and if not,
you will be asked to confirm that your investment will be less than 10% of your net worth or annual gross income, (ii) whether
you or anyone in your household are associated with a FINRA member, securities exchange, self-regulatory organization or the SEC
and (iii) whether you or anyone in your household or immediate family is a 10% shareholder, officer, or member of the board of
directors of a publicly traded company.
After your identity is cleared against certain governmental
terrorist watch lists and lists designed to prevent or deter money-laundering, you will be presented with a confirmation of your
accepted subscription. Investors selecting ACH will receive an email that payment has been initiated and a follow-up email indicating
that the payment has been received by the issuer.
You will receive an email confirmation indicating the
amount of your subscription, along with a fully executed copy of the subscription agreement, which will be time and date stamped,
for your records.
You will then be presented with a screen requesting certain
tax exemption status information that will be used, along with other information previously provided, to populate a Form W-9 (Request
for Taxpayer Identification Number and Certification) or W-8 (International), as applicable.
Lastly, you will be directed to a “My Account”
screen that summarizes the status of your subscription, order history, whether or not Units have been issued, profile information,
tax documents and active hyperlinks to this Agreement and Operating Agreement.
Any potential investor will have ample
time to review the Offering Circular and subscription agreement, along with their counsel, prior to making any final investment
decision. We will not accept any money until the SEC declares the relevant offering circular qualified. All funds received from
investors will be held non-interest bearing segregated bank account of the Company with Apex Clearing Corporation, or a similar
institution. IndeBrokers and LEX Markets LLC will not be responsible for collecting or holding investor funds. The funds in the
account will be released to us only after we close on the applicable closing date. We intend to accept subscriptions on a rolling
basis and complete one or multiple closings. Until the initial closing (or another applicable closing), the proceeds for the Offering
will be kept in the segregated bank account. At each closing, the Offering proceeds collected prior to the date of such closing
will be distributed to us and the associated Units will be issued to the investors who subscribed prior to such applicable closing
date. If there is no initial closing or if funds remain in the account upon termination of the Offering without any corresponding
closing, the funds deposited in the segregated account will be promptly returned to subscribers, without deduction and generally
without interest. Further, for those investors who pay in foreign currency, we plan to use a third-party service to convert such
payment into U.S. dollars at the time a foreign currency subscription is received, and then deposit such funds in the account.
Details about the method of effecting the exchange and how an investor can determine the exchange rate in effect at the time of
subscription will be available on the LEX Markets Platform. The Units will be allocated to a subscriber based on the actual exchange
rate. If any funds are returned by us if we choose to reject a subscription or elect not to proceed with the Offering, such funds
will be returned by mail in the form of U.S. dollars.
The Manual Subscription Method
Investors investing at least $[•]
in the Offering may elect to invest using their existing account at another DTC-member broker without using the LEX Markets Platform.
To do so:
Complete this Subscription Agreement manually, signing
and indicating the number of units you wish to purchase on the signature page.
Complete the DWAC Delivery Instructions below, indicating
the name of your broker, the name on your account there, and your account number.
Deliver the completed Subscription Agreement by email
to a registered representative of LEX Markets and receive a confirmation that the representative received your Subscription Agreement;
if you do not already have the email address of a LEX Markets registered representative, you may request one by contacting contact@LEX-Markets.com.
Wire the purchase money you are investing to the following
Signature Bank; 950 Third Avenue, 9th Floor New York,
New York 10022
ABA/Routing # 026013576
Swift #: SIGNUS33
Account Title: Signature Bank as Escrow Agent for Gateway
Garage Partners LLC
Telephone No. +1 (646) 822 1940
Fax No. +1 (646) 758 8372
Your LEX Markets registered representative will confirm
the escrow agent’s receipt of your funds.
At closing, the Company’s transfer agent will cause
your shares to be deposited into your specified account.
DWAC DELIVERY Instructions:
Name of DTC Participant (broker dealer at which the account or accounts to be credited with the Units are maintained)
DTC Participant Number
Name of Account at DTC Participant being credited with the Units
Account Number of DTC Participant being credited with the Units