EFiled: Feb 05 2026 02:42PMFEST
`Transaction ID 78394477 [~/ 7} t,’z}
`Case No. 2024-0940-MTZ {2857 )
`
`EXHIBIT K
`
`
`
`
`
`
`
`
`SUBSCRIPTION AGREEMENT
`
`The undersigned (“Subscriber”), desires to purchase membership interest (“Interest”) of RPV
`Capital LLC, a Delaware limited liability company (“Company”). This Agreement is intended to set forth
`certain representations, covenants and agreements between Subscriber and the Company with respect to
`the subscription to the Interest.
`
`Accordingly, the Subscriber hereby agrees as follows:
`
`1. Subscription for Interest.
`
`1.1 The Subscriber hereby irrevocably subscribes for and agrees to accept from the Company that
`percentage of the Interest set forth on the Signature Page attached to this Subscription Agreement
`(“Agreement”). The Subscriber acknowledges that the Company reserves the right, in its sole and
`absolute discretion, to accept or reject this subscription and the subscription will not be binding
`until accepted by the Company in writing.
`
`1.2 The closing of the Subscription of Interest hereunder (“Closing”) shall occur immediately upon:
`(1) the Company’s receipt of the subscription from the Subscriber, (ii) acceptance by the Company
`of a properly executed Signature Page to this Agreement.
`
`2. Purchase Procedure. The Subscriber acknowledges that, in order to subscribe for the Interest, he
`must, and he does hereby, deliver:
`
`2.1 One (1) executed counterpart of the Signature Page attached to this Agreement to the Company;
`and
`
`2.2 Wire transfer to the bank account of the Company in the amount set forth on the signature page
`attached to this agreement, representing payment in full for the Interest desired to be purchased
`hereunder, in accordance with the instructions set forth on Appendix A hereto (“Subscription
`Amount”). The Subscriber should wire the Subscription Amount prior to December 31, 2021.
`
`3. Representations and Warranties of Subscriber. By executing this Agreement, the Subscriber makes
`the following representations and warranties to the Company:
`
`3.1 Such Subscriber has all necessary power and authority under all applicable provisions of law to
`execute and deliver this Subscription Agreement. All action on Subscriber’s part required for the
`lawful execution and delivery of this Subscription Agreement has been taken. Upon execution and
`delivery, this Subscription Agreement will be a valid and binding obligation of the Subscriber,
`enforceable in accordance with its terms.
`
`3.2 If the Subscriber is purchasing the Interest in a fiduciary capacity for another person or entity,
`including without limitation a corporation, partnership, trust or any other entity, the Subscriber has
`been duly authorized and empowered to execute this Subscription Agreement and all other
`subscription documents. Upon request of the Company, the Subscriber will provide true, complete
`and current copies of all relevant documents creating the Subscriber, authorizing its investment in
`the Company and/or evidencing the satisfaction of the foregoing.
`
`3.3 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 and warrants 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 Interest or any use of this Subscription Agreement, including (a) the legal
`requirements within its jurisdiction for the purchase of the Interest, (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 Interest. Subscriber’s subscription and
`
`
`
`
`
`
`
`
`payment for and continued beneficial ownership of the Interest will not violate any applicable
`securities or other laws of the Subscriber’s jurisdiction.
`
`4. Applicable Law. This Agreement will be construed, performed, and enforced in accordance with
`the laws of the State of Delaware, without giving effect to its conflict of laws principles to the extent those
`principles or rules would require or permit the application of the laws of another jurisdiction. To the extent
`permitted by the Act and other applicable laws, the provisions of this Agreement shall supersede any
`contrary provisions of the Act or other applicable laws.
`
`5. Arbitration and Venue. Any claim, dispute, or controversy of whatever nature arising out of or
`relating to this Agreement, including, without limitation, any action or claim based on tort, contract, or
`statute (including any claims of breach), or concerning the interpretation, effect, termination, validity,
`performance and/or breach of this Agreement (“Claim”), shall be submitted to binding arbitration in
`Wilmington, Delaware, in accordance with the rules of the American Arbitration Association. Any action
`to compel arbitration or enforce an arbitration award may be brought in the United States District Court for
`the District of Delaware or any Delaware State Court having jurisdiction over the subject matter of the
`dispute or matter. All Members hereby consent to the exercise of personal jurisdiction by any such court
`with respect to any such proceeding.
`
`EACH MEMBER ACKNOWLEDGES AND AGREES THAT: (1) SUCH MEMBER IS
`EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE
`INFLUENCE BY THE COMPANY OR ANYONE ELSE; (2) SUCH MEMBER HAS CAREFULLY
`READ AND FULLY UNDERSTANDS THIS AGREEMENT; (3) SUCH MEMBER IS WAIVING ANY
`RIGHT TO A JURY TRIAL; AND (4) THIS AGREEMENT IS INTENDED TO BE STRICTLY
`ENFORCEABLE. EACH MEMBER FURTHER ACKNOWLEDGES AND AGREES THAT IT HAS
`BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF ITS
`CHOICE BEFORE SIGNING THIS AGREEMENT.
`
`5. Execution in Counterparts. This Subscription Agreement may be executed in one or more
`counterparts and by facsimile or other electronic transmission.
`
`6. Persons Bound. This Subscription Agreement shall, except as otherwise provided herein, inure to
`the benefit of and be binding on the Company and its successors and assigns and on each Subscriber and
`his respective heirs, executors, administrators, successors, and assigns.
`
`7. Notices. Any notice or other communication required or permitted hereunder shall be in writing
`and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission, or sent by certified,
`registered, or express mail, postage prepaid, to the address of each party set forth herein. Any such notice
`shall be deemed given when delivered personally, telegraphed, telexed, or sent by facsimile transmission
`or, if mailed, three days after the date of deposit in the United States mails.
`
`8. Obligations Irrevocable. The obligations of Subscriber shall be irrevocable.
`
`9. Joinder. Subscriber hereby agrees that upon acceptance of this Subscription Agreement by the
`Company Subscriber shall be deemed a Member under the Company’s Operating Agreement and be bound
`by such agreement.
`
`[Signature Page Follows]
`
`
`
`
`
`
`
`
`SUBSCRIBER SIGNATURE
`
`The undersigned, desiring to irrevocably subscribe for the percentage of Interest of RPV Capital LLC
`(“Company”) as is set forth below, acknowledges that it has received and understands the terms and
`conditions of the Subscription Agreement attached hereto and that it does hereby agree to all the terms and
`conditions contained therein.
`
`IN WITNESS WHEREOF, the undersigned has hereby executed this Subscription Agreement as
`of the date set forth below as of December 12, 2022.
`
`Membership Interest Percentage: 70%
`Total Amount of the Subscription: 30,362 USDC.
`
`By:
`Name: Arkadiy Kulik
`
`Address:
`11505 112th ct NE,
`Kirkland, WA, 98033, USA
`
`COMPANY ACCEPTANCE OF SUBSCRIPTION
`
`In consideration of and in reliance upon the foregoing, the subscription is hereby accepted.
`RPV CAPITAL LLC
`
`By:
`Name: Arkadiy Kulik
`Title: Manager
`
`
`
`
`
`
`
`
`
`APPENDIX A
`
`Wire Transfer Instructions
`
`
`
`
`
`
`
`
`SUBSCRIPTION AGREEMENT
`
`The undersigned (“Subscriber”), desires to purchase membership interest (“Interest”) of RPV
`Capital LLC, a Delaware limited liability company (“Company”). This Agreement is intended to set forth
`certain representations, covenants and agreements between Subscriber and the Company with respect to
`the subscription to the Interest.
`
`Accordingly, the Subscriber hereby agrees as follows:
`
`1. Subscription for Interest.
`
`1.1 The Subscriber hereby irrevocably subscribes for and agrees to accept from the Company that
`percentage of the Interest set forth on the Signature Page attached to this Subscription Agreement
`(“Agreement”). The Subscriber acknowledges that the Company reserves the right, in its sole and
`absolute discretion, to accept or reject this subscription and the subscription will not be binding
`until accepted by the Company in writing.
`
`1.2 The closing of the Subscription of Interest hereunder (“Closing”) shall occur immediately upon:
`(1) the Company’s receipt of the subscription from the Subscriber, (ii) acceptance by the Company
`of a properly executed Signature Page to this Agreement.
`
`2. Purchase Procedure. The Subscriber acknowledges that, in order to subscribe for the Interest, he
`must, and he does hereby, deliver:
`
`2.1 One (1) executed counterpart of the Signature Page attached to this Agreement to the Company;
`and
`
`2.2 Wire transfer to the bank account of the Company in the amount set forth on the signature page
`attached to this agreement, representing payment in full for the Interest desired to be purchased
`hereunder, in accordance with the instructions set forth on Appendix A hereto (“Subscription
`Amount”). The Subscriber should wire the Subscription Amount prior to December 31, 2021.
`
`3. Representations and Warranties of Subscriber. By executing this Agreement, the Subscriber makes
`the following representations and warranties to the Company:
`
`3.1 Such Subscriber has all necessary power and authority under all applicable provisions of law to
`execute and deliver this Subscription Agreement. All action on Subscriber’s part required for the
`lawful execution and delivery of this Subscription Agreement has been taken. Upon execution and
`delivery, this Subscription Agreement will be a valid and binding obligation of the Subscriber,
`enforceable in accordance with its terms.
`
`3.2 If the Subscriber is purchasing the Interest in a fiduciary capacity for another person or entity,
`including without limitation a corporation, partnership, trust or any other entity, the Subscriber has
`been duly authorized and empowered to execute this Subscription Agreement and all other
`subscription documents. Upon request of the Company, the Subscriber will provide true, complete
`and current copies of all relevant documents creating the Subscriber, authorizing its investment in
`the Company and/or evidencing the satisfaction of the foregoing.
`
`3.3 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 and warrants 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 Interest or any use of this Subscription Agreement, including (a) the legal
`requirements within its jurisdiction for the purchase of the Interest, (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 Interest. Subscriber’s subscription and
`
`
`
`
`
`
`
`
`payment for and continued beneficial ownership of the Interest will not violate any applicable
`securities or other laws of the Subscriber’s jurisdiction.
`
`4. Applicable Law. This Agreement will be construed, performed, and enforced in accordance with
`the laws of the State of Delaware, without giving effect to its conflict of laws principles to the extent those
`principles or rules would require or permit the application of the laws of another jurisdiction. To the extent
`permitted by the Act and other applicable laws, the provisions of this Agreement shall supersede any
`contrary provisions of the Act or other applicable laws.
`
`5. Arbitration and Venue. Any claim, dispute, or controversy of whatever nature arising out of or
`relating to this Agreement, including, without limitation, any action or claim based on tort, contract, or
`statute (including any claims of breach), or concerning the interpretation, effect, termination, validity,
`performance and/or breach of this Agreement (“Claim”), shall be submitted to binding arbitration in
`Wilmington, Delaware, in accordance with the rules of the American Arbitration Association. Any action
`to compel arbitration or enforce an arbitration award may be brought in the United States District Court for
`the District of Delaware or any Delaware State Court having jurisdiction over the subject matter of the
`dispute or matter. All Members hereby consent to the exercise of personal jurisdiction by any such court
`with respect to any such proceeding.
`
`EACH MEMBER ACKNOWLEDGES AND AGREES THAT: (1) SUCH MEMBER IS
`EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE
`INFLUENCE BY THE COMPANY OR ANYONE ELSE; (2) SUCH MEMBER HAS CAREFULLY
`READ AND FULLY UNDERSTANDS THIS AGREEMENT; (3) SUCH MEMBER IS WAIVING ANY
`RIGHT TO A JURY TRIAL; AND (4) THIS AGREEMENT IS INTENDED TO BE STRICTLY
`ENFORCEABLE. EACH MEMBER FURTHER ACKNOWLEDGES AND AGREES THAT IT HAS
`BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF ITS
`CHOICE BEFORE SIGNING THIS AGREEMENT.
`
`5. Execution in Counterparts. This Subscription Agreement may be executed in one or more
`counterparts and by facsimile or other electronic transmission.
`
`6. Persons Bound. This Subscription Agreement shall, except as otherwise provided herein, inure to
`the benefit of and be binding on the Company and its successors and assigns and on each Subscriber and
`his respective heirs, executors, administrators, successors, and assigns.
`
`7. Notices. Any notice or other communication required or permitted hereunder shall be in writing
`and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission, or sent by certified,
`registered, or express mail, postage prepaid, to the address of each party set forth herein. Any such notice
`shall be deemed given when delivered personally, telegraphed, telexed, or sent by facsimile transmission
`or, if mailed, three days after the date of deposit in the United States mails.
`
`8. Obligations Irrevocable. The obligations of Subscriber shall be irrevocable.
`
`9. Joinder. Subscriber hereby agrees that upon acceptance of this Subscription Agreement by the
`Company Subscriber shall be deemed a Member under the Company’s Operating Agreement and be bound
`by such agreement.
`
`[Signature Page Follows]
`
`
`
`
`
`
`
`
`SUBSCRIBER SIGNATURE
`
`The undersigned, desiring to irrevocably subscribe for the percentage of Interest of RPV Capital LLC
`(“Company”) as is set forth below, acknowledges that it has received and understands the terms and
`conditions of the Subscription Agreement attached hereto and that it does hereby agree to all the terms and
`conditions contained therein.
`
`IN WITNESS WHEREOF, the undersigned has hereby executed this Subscription Agreement as
`of the date set forth below as of December 12, 2022.
`
`Membership Interest Percentage: 70%
`Total Amount of the Subscription: 39,638 USD.
`
`By:
`Name: Arkadiy Kulik
`
`Address:
`11505 112th ct NE,
`Kirkland, WA, 98033, USA
`
`COMPANY ACCEPTANCE OF SUBSCRIPTION
`
`In consideration of and in reliance upon the foregoing, the subscription is hereby accepted.
`RPV CAPITAL LLC
`
`By:
`Name: Arkadiy Kulik
`Title: Manager
`
`
`
`
`
`
`
`
`
`APPENDIX A
`
`Wire Transfer Instructions
`
`
`
`
`
`
`
`
`
`Transaction ID 78394477 [~/ 7} t,’z}
`Case No. 2024-0940-MTZ {2857 )
`
`EXHIBIT K
`
`
`
`
`
`
`
`
`SUBSCRIPTION AGREEMENT
`
`The undersigned (“Subscriber”), desires to purchase membership interest (“Interest”) of RPV
`Capital LLC, a Delaware limited liability company (“Company”). This Agreement is intended to set forth
`certain representations, covenants and agreements between Subscriber and the Company with respect to
`the subscription to the Interest.
`
`Accordingly, the Subscriber hereby agrees as follows:
`
`1. Subscription for Interest.
`
`1.1 The Subscriber hereby irrevocably subscribes for and agrees to accept from the Company that
`percentage of the Interest set forth on the Signature Page attached to this Subscription Agreement
`(“Agreement”). The Subscriber acknowledges that the Company reserves the right, in its sole and
`absolute discretion, to accept or reject this subscription and the subscription will not be binding
`until accepted by the Company in writing.
`
`1.2 The closing of the Subscription of Interest hereunder (“Closing”) shall occur immediately upon:
`(1) the Company’s receipt of the subscription from the Subscriber, (ii) acceptance by the Company
`of a properly executed Signature Page to this Agreement.
`
`2. Purchase Procedure. The Subscriber acknowledges that, in order to subscribe for the Interest, he
`must, and he does hereby, deliver:
`
`2.1 One (1) executed counterpart of the Signature Page attached to this Agreement to the Company;
`and
`
`2.2 Wire transfer to the bank account of the Company in the amount set forth on the signature page
`attached to this agreement, representing payment in full for the Interest desired to be purchased
`hereunder, in accordance with the instructions set forth on Appendix A hereto (“Subscription
`Amount”). The Subscriber should wire the Subscription Amount prior to December 31, 2021.
`
`3. Representations and Warranties of Subscriber. By executing this Agreement, the Subscriber makes
`the following representations and warranties to the Company:
`
`3.1 Such Subscriber has all necessary power and authority under all applicable provisions of law to
`execute and deliver this Subscription Agreement. All action on Subscriber’s part required for the
`lawful execution and delivery of this Subscription Agreement has been taken. Upon execution and
`delivery, this Subscription Agreement will be a valid and binding obligation of the Subscriber,
`enforceable in accordance with its terms.
`
`3.2 If the Subscriber is purchasing the Interest in a fiduciary capacity for another person or entity,
`including without limitation a corporation, partnership, trust or any other entity, the Subscriber has
`been duly authorized and empowered to execute this Subscription Agreement and all other
`subscription documents. Upon request of the Company, the Subscriber will provide true, complete
`and current copies of all relevant documents creating the Subscriber, authorizing its investment in
`the Company and/or evidencing the satisfaction of the foregoing.
`
`3.3 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 and warrants 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 Interest or any use of this Subscription Agreement, including (a) the legal
`requirements within its jurisdiction for the purchase of the Interest, (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 Interest. Subscriber’s subscription and
`
`
`
`
`
`
`
`
`payment for and continued beneficial ownership of the Interest will not violate any applicable
`securities or other laws of the Subscriber’s jurisdiction.
`
`4. Applicable Law. This Agreement will be construed, performed, and enforced in accordance with
`the laws of the State of Delaware, without giving effect to its conflict of laws principles to the extent those
`principles or rules would require or permit the application of the laws of another jurisdiction. To the extent
`permitted by the Act and other applicable laws, the provisions of this Agreement shall supersede any
`contrary provisions of the Act or other applicable laws.
`
`5. Arbitration and Venue. Any claim, dispute, or controversy of whatever nature arising out of or
`relating to this Agreement, including, without limitation, any action or claim based on tort, contract, or
`statute (including any claims of breach), or concerning the interpretation, effect, termination, validity,
`performance and/or breach of this Agreement (“Claim”), shall be submitted to binding arbitration in
`Wilmington, Delaware, in accordance with the rules of the American Arbitration Association. Any action
`to compel arbitration or enforce an arbitration award may be brought in the United States District Court for
`the District of Delaware or any Delaware State Court having jurisdiction over the subject matter of the
`dispute or matter. All Members hereby consent to the exercise of personal jurisdiction by any such court
`with respect to any such proceeding.
`
`EACH MEMBER ACKNOWLEDGES AND AGREES THAT: (1) SUCH MEMBER IS
`EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE
`INFLUENCE BY THE COMPANY OR ANYONE ELSE; (2) SUCH MEMBER HAS CAREFULLY
`READ AND FULLY UNDERSTANDS THIS AGREEMENT; (3) SUCH MEMBER IS WAIVING ANY
`RIGHT TO A JURY TRIAL; AND (4) THIS AGREEMENT IS INTENDED TO BE STRICTLY
`ENFORCEABLE. EACH MEMBER FURTHER ACKNOWLEDGES AND AGREES THAT IT HAS
`BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF ITS
`CHOICE BEFORE SIGNING THIS AGREEMENT.
`
`5. Execution in Counterparts. This Subscription Agreement may be executed in one or more
`counterparts and by facsimile or other electronic transmission.
`
`6. Persons Bound. This Subscription Agreement shall, except as otherwise provided herein, inure to
`the benefit of and be binding on the Company and its successors and assigns and on each Subscriber and
`his respective heirs, executors, administrators, successors, and assigns.
`
`7. Notices. Any notice or other communication required or permitted hereunder shall be in writing
`and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission, or sent by certified,
`registered, or express mail, postage prepaid, to the address of each party set forth herein. Any such notice
`shall be deemed given when delivered personally, telegraphed, telexed, or sent by facsimile transmission
`or, if mailed, three days after the date of deposit in the United States mails.
`
`8. Obligations Irrevocable. The obligations of Subscriber shall be irrevocable.
`
`9. Joinder. Subscriber hereby agrees that upon acceptance of this Subscription Agreement by the
`Company Subscriber shall be deemed a Member under the Company’s Operating Agreement and be bound
`by such agreement.
`
`[Signature Page Follows]
`
`
`
`
`
`
`
`
`SUBSCRIBER SIGNATURE
`
`The undersigned, desiring to irrevocably subscribe for the percentage of Interest of RPV Capital LLC
`(“Company”) as is set forth below, acknowledges that it has received and understands the terms and
`conditions of the Subscription Agreement attached hereto and that it does hereby agree to all the terms and
`conditions contained therein.
`
`IN WITNESS WHEREOF, the undersigned has hereby executed this Subscription Agreement as
`of the date set forth below as of December 12, 2022.
`
`Membership Interest Percentage: 70%
`Total Amount of the Subscription: 30,362 USDC.
`
`By:
`Name: Arkadiy Kulik
`
`Address:
`11505 112th ct NE,
`Kirkland, WA, 98033, USA
`
`COMPANY ACCEPTANCE OF SUBSCRIPTION
`
`In consideration of and in reliance upon the foregoing, the subscription is hereby accepted.
`RPV CAPITAL LLC
`
`By:
`Name: Arkadiy Kulik
`Title: Manager
`
`
`
`
`
`
`
`
`
`APPENDIX A
`
`Wire Transfer Instructions
`
`
`
`
`
`
`
`
`SUBSCRIPTION AGREEMENT
`
`The undersigned (“Subscriber”), desires to purchase membership interest (“Interest”) of RPV
`Capital LLC, a Delaware limited liability company (“Company”). This Agreement is intended to set forth
`certain representations, covenants and agreements between Subscriber and the Company with respect to
`the subscription to the Interest.
`
`Accordingly, the Subscriber hereby agrees as follows:
`
`1. Subscription for Interest.
`
`1.1 The Subscriber hereby irrevocably subscribes for and agrees to accept from the Company that
`percentage of the Interest set forth on the Signature Page attached to this Subscription Agreement
`(“Agreement”). The Subscriber acknowledges that the Company reserves the right, in its sole and
`absolute discretion, to accept or reject this subscription and the subscription will not be binding
`until accepted by the Company in writing.
`
`1.2 The closing of the Subscription of Interest hereunder (“Closing”) shall occur immediately upon:
`(1) the Company’s receipt of the subscription from the Subscriber, (ii) acceptance by the Company
`of a properly executed Signature Page to this Agreement.
`
`2. Purchase Procedure. The Subscriber acknowledges that, in order to subscribe for the Interest, he
`must, and he does hereby, deliver:
`
`2.1 One (1) executed counterpart of the Signature Page attached to this Agreement to the Company;
`and
`
`2.2 Wire transfer to the bank account of the Company in the amount set forth on the signature page
`attached to this agreement, representing payment in full for the Interest desired to be purchased
`hereunder, in accordance with the instructions set forth on Appendix A hereto (“Subscription
`Amount”). The Subscriber should wire the Subscription Amount prior to December 31, 2021.
`
`3. Representations and Warranties of Subscriber. By executing this Agreement, the Subscriber makes
`the following representations and warranties to the Company:
`
`3.1 Such Subscriber has all necessary power and authority under all applicable provisions of law to
`execute and deliver this Subscription Agreement. All action on Subscriber’s part required for the
`lawful execution and delivery of this Subscription Agreement has been taken. Upon execution and
`delivery, this Subscription Agreement will be a valid and binding obligation of the Subscriber,
`enforceable in accordance with its terms.
`
`3.2 If the Subscriber is purchasing the Interest in a fiduciary capacity for another person or entity,
`including without limitation a corporation, partnership, trust or any other entity, the Subscriber has
`been duly authorized and empowered to execute this Subscription Agreement and all other
`subscription documents. Upon request of the Company, the Subscriber will provide true, complete
`and current copies of all relevant documents creating the Subscriber, authorizing its investment in
`the Company and/or evidencing the satisfaction of the foregoing.
`
`3.3 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 and warrants 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 Interest or any use of this Subscription Agreement, including (a) the legal
`requirements within its jurisdiction for the purchase of the Interest, (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 Interest. Subscriber’s subscription and
`
`
`
`
`
`
`
`
`payment for and continued beneficial ownership of the Interest will not violate any applicable
`securities or other laws of the Subscriber’s jurisdiction.
`
`4. Applicable Law. This Agreement will be construed, performed, and enforced in accordance with
`the laws of the State of Delaware, without giving effect to its conflict of laws principles to the extent those
`principles or rules would require or permit the application of the laws of another jurisdiction. To the extent
`permitted by the Act and other applicable laws, the provisions of this Agreement shall supersede any
`contrary provisions of the Act or other applicable laws.
`
`5. Arbitration and Venue. Any claim, dispute, or controversy of whatever nature arising out of or
`relating to this Agreement, including, without limitation, any action or claim based on tort, contract, or
`statute (including any claims of breach), or concerning the interpretation, effect, termination, validity,
`performance and/or breach of this Agreement (“Claim”), shall be submitted to binding arbitration in
`Wilmington, Delaware, in accordance with the rules of the American Arbitration Association. Any action
`to compel arbitration or enforce an arbitration award may be brought in the United States District Court for
`the District of Delaware or any Delaware State Court having jurisdiction over the subject matter of the
`dispute or matter. All Members hereby consent to the exercise of personal jurisdiction by any such court
`with respect to any such proceeding.
`
`EACH MEMBER ACKNOWLEDGES AND AGREES THAT: (1) SUCH MEMBER IS
`EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE
`INFLUENCE BY THE COMPANY OR ANYONE ELSE; (2) SUCH MEMBER HAS CAREFULLY
`READ AND FULLY UNDERSTANDS THIS AGREEMENT; (3) SUCH MEMBER IS WAIVING ANY
`RIGHT TO A JURY TRIAL; AND (4) THIS AGREEMENT IS INTENDED TO BE STRICTLY
`ENFORCEABLE. EACH MEMBER FURTHER ACKNOWLEDGES AND AGREES THAT IT HAS
`BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF ITS
`CHOICE BEFORE SIGNING THIS AGREEMENT.
`
`5. Execution in Counterparts. This Subscription Agreement may be executed in one or more
`counterparts and by facsimile or other electronic transmission.
`
`6. Persons Bound. This Subscription Agreement shall, except as otherwise provided herein, inure to
`the benefit of and be binding on the Company and its successors and assigns and on each Subscriber and
`his respective heirs, executors, administrators, successors, and assigns.
`
`7. Notices. Any notice or other communication required or permitted hereunder shall be in writing
`and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission, or sent by certified,
`registered, or express mail, postage prepaid, to the address of each party set forth herein. Any such notice
`shall be deemed given when delivered personally, telegraphed, telexed, or sent by facsimile transmission
`or, if mailed, three days after the date of deposit in the United States mails.
`
`8. Obligations Irrevocable. The obligations of Subscriber shall be irrevocable.
`
`9. Joinder. Subscriber hereby agrees that upon acceptance of this Subscription Agreement by the
`Company Subscriber shall be deemed a Member under the Company’s Operating Agreement and be bound
`by such agreement.
`
`[Signature Page Follows]
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`SUBSCRIBER SIGNATURE
`
`The undersigned, desiring to irrevocably subscribe for the percentage of Interest of RPV Capital LLC
`(“Company”) as is set forth below, acknowledges that it has received and understands the terms and
`conditions of the Subscription Agreement attached hereto and that it does hereby agree to all the terms and
`conditions contained therein.
`
`IN WITNESS WHEREOF, the undersigned has hereby executed this Subscription Agreement as
`of the date set forth below as of December 12, 2022.
`
`Membership Interest Percentage: 70%
`Total Amount of the Subscription: 39,638 USD.
`
`By:
`Name: Arkadiy Kulik
`
`Address:
`11505 112th ct NE,
`Kirkland, WA, 98033, USA
`
`COMPANY ACCEPTANCE OF SUBSCRIPTION
`
`In consideration of and in reliance upon the foregoing, the subscription is hereby accepted.
`RPV CAPITAL LLC
`
`By:
`Name: Arkadiy Kulik
`Title: Manager
`
`
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`APPENDIX A
`
`Wire Transfer Instructions
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