THIS INVESTMENT INVOLVES A HIGH DEGREE
OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO
CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED
TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED
TO DEVELOP FOLLOWING THIS OFFERING.
THE SECURITIES OFFERED HEREBY 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 ACT AND STATE SECURITIES OR BLUE
SKY LAWS. ALTHOUGH AN 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 SECURITIES 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 THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT
OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED
BY NOVATION SOLUTIONS, INC. (THE “PLATFORM”) OR THROUGH DALMORE GROUP, LLC (THE “BROKER”). ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
INVESTORS WHO ARE NOT “ACCREDITED
INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON
THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. 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 THIS OFFERING
TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.
THE OFFERING MATERIALS MAY CONTAIN
FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS
INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE
TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,”
“ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE
EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS,
WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING
STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
THE COMPANY MAY NOT BE OFFERING
THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION
IN WHICH THE SECURITIES ARE NOT BEING OFFERED.
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 SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF
SECURITIES 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 SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.
Ladies and Gentlemen:
(a) The undersigned (“Subscriber”) hereby irrevocably
subscribes for and agrees to purchase the Common Stock (the “Securities”), of Wing Zone Labs, Inc., a Delaware corporation
(the “Company”), at a purchase price of $5.61 per share (the “Per Security Price”), upon the terms and conditions
set forth herein. The minimum subscription is 89 shares of Common Stock. The rights of the Common Stock are as set forth in the Amended
and Restated Certificate of Incorporation included as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering
(b) Subscriber understands that the Securities are being offered
pursuant to an offering circular dated [XX, 2022] (the “Offering Circular”) filed with the SEC as part of the Offering Statement.
By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of
the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an
(d) The Subscriber’s subscription may be accepted or rejected
in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition,
the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for.
The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s
subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within
30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate.
(e) The aggregate number of Securities sold shall not exceed 2,139,037
shares, composed of up to 1,782,531 shares sold for cash consideration and up to 356,506 issued as “Bonus Shares” as defined
in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions until ______, 2023, unless otherwise
extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the
Maximum Offering (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 Date”).
(f) In the event of rejection of this subscription in its entirety,
or in the event the sale of the Securities (or any portion thereof) 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.
(g) The terms of this Subscription Agreement shall be binding
upon 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 a form acceptable
to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations
and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set
forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have
complied with the terms of this Section 1(g).
2. Purchase Procedure.
(a) Payment. The purchase price for the Securities shall
be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Subscriber
shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities by ACH
electronic transfer or wire transfer to an account designated by the Company, by credit or debit card, or by any combination of such methods.
Escrow. Payment for the Securities shall be received by the Company into a segregated account from the undersigned by transfer
of immediately available funds, credit or debit card, or other means approved by the Company at least two days prior to the applicable
Closing Date, in the amount as set forth on the signature page hereto. Funds will be immediately available to the Company upon acceptance
of the subscription. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by
undersigned reflected on the books and records of the Company and verified by Wax, Inc. (the “Transfer Agent”), which
books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
(c) Transaction Fee. Subscriber
will be responsible for a $50 transaction fee paid directly to a third-party payment services processor at the time of investment through
the Platform. This fee is not considered part of the cost basis of the subscribed Securities. The $50 transaction fee shall count against
the per investor limit set out in Section 4(d)(ii) below.
3. Representations and Warranties
of the Company.
The Company represents and warrants to Subscriber that the following
representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise
indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other
matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact
or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.
(a) Organization and standing. The Company is a corporation
duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority
to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments
required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in
all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary,
except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.
(b) Issuance of the Securities. The issuance, sale and
delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on
the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions
of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.
(c) Authority for Agreement. The execution and delivery
by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale
and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action
on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of
the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with
respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state
(d) No filings. Assuming the accuracy of the Subscriber’s
representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption
by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required
by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement
except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such
other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent,
authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect
on the ability of the Company to perform its obligations hereunder.
(e) Capitalization. The authorized and outstanding securities
of the Company immediately prior to the initial investment in the Securities is as set forth “Securities Being Offered” in
the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion
or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the
Company of any of its securities.
(f) Financial statements.
Complete copies of the Company’s financial statements consisting of the balance sheets of the Company as at December 31, 2021
and the related statements of income, stockholders’ equity and cash flows for the fiscal years then ended (the “Financial
Statements”) have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based
on the books and records of the Company and fairly present in all material respects the financial condition of the Company as of the respective
dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. Artesian CPA, LLC,
which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC.
(g) Proceeds. The Company shall use the proceeds from the
issuance and sale of the Securities as set forth in “Use of Proceeds to issuer” in the Offering Circular.
(h) Litigation. Except as set forth in the Offering Circular,
there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator,
mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against
any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship
with the Company or that could otherwise materially impact the Company.
4. Representations and Warranties
of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed
for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations
and warranties are true and complete in all material respects as of such Subscriber’s respective Closing Date(s):
(a) Requisite Power and Authority. Such Subscriber has
all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement, and other
agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution
and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the
Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and
binding obligations of Subscriber, enforceable in accordance with their 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.
(b) Investment Representations. Subscriber understands
that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber
also understands that the Securities 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 Subscription Agreement.
(c) Illiquidity and Continued Economic Risk. Subscriber
acknowledges and agrees that there is no ready public market for the Securities 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 Securities 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 Securities. Subscriber acknowledges that Subscriber is able to bear
the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in
the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase
(d) Accredited Investor Status or Investment Limits. Subscriber
represents that either:
(i) Subscriber is an “accredited investor”
within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information
set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or
(ii) The purchase price set out in paragraph (b) of
the signature page to this Subscription Agreement, together with any other amounts previously used to purchase Securities in this
offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth.
Subscriber represents that to the extent it has any questions with
respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.
(e) Shareholder information. Within five days after receipt
of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or
potential shareholder) 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. Subscriber further agrees that in the event it transfers any Securities, it will require
the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.
(f) Company Information. Subscriber has had such opportunity
as it deems necessary (which opportunity may have presented through online chat or commentary functions) to discuss the Company’s
business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review
the Company’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 except as set forth 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.
(g) Valuation. The Subscriber acknowledges that the price
of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value.
The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s
investment will bear a lower valuation.
(h) Domicile. Subscriber maintains Subscriber’s domicile
(and is not a transient or temporary resident) at the address shown on the signature page.
(i) No Brokerage Fees. There are no claims for brokerage
commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement
or related documents based on any arrangement or agreement binding upon Subscriber.
(j) Foreign Investors. If Subscriber is not a United States
person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), 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
Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase
of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents
that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding,
redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of
the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.
(a) The Subscriber hereby appoints the Chief Executive Officer
of the Company as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution,
to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities held of record by the Subscriber, (ii) give
and receive notices and communications, (iii) execute any written consent, instrument or document that the Chief Executive Officer
determines is necessary or appropriate at the Chief Executive Officer’s complete discretion, and (iv) take all actions necessary
or appropriate in the judgment of the Chief Executive Officer for the accomplishment of the foregoing. The proxy and power granted by
the Subscriber pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power,
so long as the Subscriber is an individual, will survive the death, incompetency and disability of the Subscriber and, so long as the
Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. However,
the Proxy will terminate upon the earlier of the closing of a firm-commitment underwritten public offering pursuant to an effective registration
statement under the Securities Act covering the offer and sale of Common Stock, the effectiveness of a registration statement under the
Exchange Act covering the Common Stock or five years after the execution of this Subscription Agreement. The Chief Executive Officer is
an intended third-party beneficiary of this Section and has the right, power and authority to enforce the provisions hereof as though
he or she was a party hereto.
(b) Other than with respect to the gross negligence or willful
misconduct of the Chief Executive Officer, in its capacity as the Subscriber’s true and lawful proxy and attorney pursuant to this
Section (collectively, the “Proxy”), the Proxy will not be liable for any act done or omitted in his, her or its capacity
as representative of the Subscriber pursuant to this instrument while acting in good faith, and any act done or omitted pursuant to the
written advice of outside counsel will be conclusive evidence of such good faith. The Proxy has no duties or responsibilities except those
expressly set forth in this instrument, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf
of the Subscriber otherwise exist against the Proxy. The Subscriber shall indemnify, defend and hold harmless the Proxy from and against
any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees
and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Proxy
Losses”) arising out of or in connection with any act done or omitted in the Proxy’s capacity as representative of the Subscriber
pursuant to this instrument, in each case as such Proxy Losses are suffered or incurred; provided, that in the event that any such Proxy
Losses are finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Proxy, the Company shall
reimburse the Subscriber the amount of such indemnified Proxy Losses to the extent attributable to such gross negligence or willful misconduct
(provided that the Proxy’s aggregate liability hereunder shall in no event exceed the Purchase Price). In no event will the Proxy
be required to advance his, her or its own funds on behalf of the Subscriber or otherwise. The Subscriber acknowledges and agrees that
the foregoing indemnities will survive the resignation or removal of the Proxy or the termination of this instrument.
(c) A decision, act, consent or instruction of the Proxy constitutes
a decision of the Subscriber and is final, binding and conclusive upon the Subscriber. The Company, shareholders of the Company and any
other third party may rely upon any decision, act, consent or instruction of the Proxy as being the decision, act, consent or instruction
of the Subscriber. The Company, shareholders of the Company and any other third party are hereby relieved from any liability to any person
for any acts done by them in accordance with such decision, act, consent or instruction of the Proxy.
(d) The Subscriber hereby agrees to take any and all actions determined
by the Company’s board of directors in good faith to be advisable to reorganize this instrument and any Securities held by the Subscriber
into a special-purpose vehicle or other entity designed to aggregate the interests of holders of Securities issued in this Offering.
(e) If any provision of this Proxy or any part of any this Section 5
is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall,
with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable
to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances
and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances
or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity
or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Proxy. Each provision
of this proxy is separable from every other provision of this proxy, and each part of each provision of this Proxy is separable from every
other part of such provision.
6. Survival of Representations and Indemnity. The representations,
warranties and covenants made by the Subscriber shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify
and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses
reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the
Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber
to any of the foregoing in connection with this transaction.
7. Governing Law; Jurisdiction. This Subscription Agreement
shall be governed and construed in accordance with the laws of the State of Delaware.
EACH OF THE SUBSCRIBER AND THE COMPANY CONSENTS TO THE JURISDICTION
OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE AND NO OTHER PLACE AND IRREVOCABLY AGREES
THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT NOT ARISING UNDER THE FEDERAL SECURITIES LAWS MAY BE LITIGATED
IN SUCH COURTS. EACH OF SUBSCRIBER AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES,
GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT NOT ARISING UNDER THE FEDERAL
SECURITIES LAWS. EACH OF SUBSCRIBER AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 8 AND PROVIDED WITH THE EXECUTION OF THIS AGREEMENT. NOTWITHSTANDING
THE FOREGOING, THIS FORUM SELECTION CLAUSE WILL NOT APPLY TO ANY ACTION ANY ACTION ASSERTING CLAIMS UNDER THE SECURITIES ACT OF 1933 OR
SECURITIES EXCHANGE ACT OF 1934.
8. Notices. Notice, requests, demands and other communications
relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been
duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail,
postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the
date of such delivery to the address of the respective parties as follows:
If to the Company, to:
Wing Zone Labs, Inc.
0000 X. Xxxxxxxx Xxx.
Xx Xxxxxxx, XX 00000
with a required copy to:
||If to a Subscriber, to Subscriber’s address as provided with the execution of this Agreement|
or to such other address as may be specified by written notice from
time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable
shall be confirmed by letter given in accordance with (a) or (b) above.
(a) All pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.
(b) This Subscription Agreement is not transferable or assignable
(c) The representations, warranties and agreements contained herein
shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to
the benefit of the Company and its successors and assigns.
(d) None of the provisions of this Subscription Agreement may
be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company
(e) In the event any part of this Subscription Agreement is found
to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or
unenforceable part were never the subject of agreement.
(f) The invalidity, illegality or unenforceability of one or more
of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the
remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement,
including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall
be enforceable to the fullest extent permitted by law.
(g) This Subscription Agreement supersedes all prior discussions
and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties
hereto with respect to the subject matter hereof.
(h) The terms and provisions of this Subscription Agreement are
intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties
to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.
(i) The headings used in this Subscription Agreement have been
inserted for convenience of reference only and do not define or limit the provisions hereof.
(j) This Subscription Agreement may be executed in any number
of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
(k) If any recapitalization or other transaction affecting the
stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect
to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior
thereto, shall have been covered by this Subscription Agreement.
(l) No failure or delay by any party in exercising any right,
power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies provided by law.
10. Subscription Procedure.
Each Subscriber, by providing his or her name and subscription amount and clicking “accept” and/or checking the appropriate
box on the Platform (“Online Acceptance”), confirms such Subscriber’s investment through the Platform and confirms such
Subscriber’s electronic signature to this Subscription Agreement. Subscriber agrees that his or her electronic signature as provided
through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and Online Acceptance
establishes such Subscriber’s acceptance of the terms and conditions of this Subscription Agreement.
An accredited investor includes the following categories of investor:
(1) Any bank as defined in section 3(a)(2) of the Act, or
any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual
or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company
as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 (the “investment
Company Act”) or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company
licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958;
any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within
the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined
in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser,
or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely
by persons that are accredited investors;
(2) Any private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940 (the “Advisers Act”);
(3) Any organization described in section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring
the securities offered, with total assets in excess of $5,000,000;
(4) Any director, executive officer, or general partner of the
issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
(5) Any natural person whose individual net worth, or joint net
worth with that person's spouse, exceeds $1,000,000.
(i) Except as provided in paragraph (a)(5)(ii) of
this section, for purposes of calculating net worth under this paragraph (a)(5):
(A) The person's primary residence shall not be included
as an asset;
(B) Indebtedness that is secured by the person's primary
residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included
as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding
60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included
as a liability); and
(C) Indebtedness that is secured by the person's primary
residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included
as a liability;
(ii) Paragraph (a)(5)(i) of this section will not
apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase
such securities, provided that:
(A) Such right was held by the person on July 20,
(B) The person qualified as an accredited investor on
the basis of net worth at the time the person acquired such right; and
(C) The person held securities of the same issuer, other
than such right, on July 20, 2010.
(6) Any natural person who had an individual income in excess
of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years
and has a reasonable expectation of reaching the same income level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described
(8) Any natural person holding in good standing one or more professional
certifications or designations or other credentials from an accredited educational institution that the SEC has designated as qualifying
an individual for accredited investor status under §230.501(a)(10);
(9) Any natural person who is “knowledgeable employee,”
as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940, of the private-fund issuer of the securities being offered
(10) You are a SEC- or state-registered investment advisers or
a rural business investment companies to the list of entities as specified in §230.501(a)(1);
(11) A limited liability company as specified in §230.501(a)(3);
(12) A “family office,” as defined in Rule 202(a)(11)(G)-1
under the Advisers Act: (i) With assets under management in excess of $5,000,000, (ii) that was not formed for the specific
purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge
and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective
(13) A “family client,” as defined in Rule 202(a)(11)(G)-1
under the Advisers Act, of a family office meeting the requirements in Rule 501(a)(12); and
(14) Any entity in which all of the equity owners are accredited investors.