CANYON ENERGY INC.

SUBSCRIPTION AGREEMENT

THE SECURITIES ARE BEING OFFERED PURSUANT TO SECTION 4(A)(2) (THE “SECURITIES ACT”) AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. NO FEDERAL OR STATE SECURITIES ADMINISTRATOR, SUCH AS THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) HAS REVIEWED OR PASSED ON THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS FOR THESE SECURITIES. THERE ARE SIGNIFICANT RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN AND NO RESALE MARKET MAY BE AVAILABLE AFTER RESTRICTIONS EXPIRE. THE PURCHASE OF THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT WITHOUT A CHANGE IN THEIR LIFESTYLE.

The Board of Directors of:

Canyon Energy Inc.

2511 Redwood Rd, Suite 16

Woods Cross, Utah 84014

Ladies and Gentlemen:

1. Background. The undersigned understands that Canyon Energy Inc., a Delaware corporation (the “Company”), is conducting an offering (the “Offering”) under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company is offering to accredited investors shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”), at a purchase price of $10,000.00 per share (the “Purchase Price”) for an aggregate offering of $5,000,000.00 which amount is subject to increase or decrease without notice and in the sole and exclusive discretion of the Company.

2. Subscription. Subject to the terms of this subscription agreement (the “Agreement”), the undersigned hereby irrevocably agrees, commits and subscribes to purchase the number of Shares equal to the quotient of the undersigned’s subscription amount set forth on the signature page hereto divided by the Purchase Price. Contemporaneously with the undersigned’s delivery of this Agreement to the Company, the Subscriber will deliver to the Company, by check or wire transfer in accordance with instructions from the Company delivered with this Agreement, funds equal to the aggregate subscription amount and/or such other and further consideration as determined in the sole and exclusive discretion of the Company. Notwithstanding the foregoing deliveries, the undersigned agrees that the undersigned’s subscription shall be deemed to be accepted by the Company only when the Company delivers a countersigned copy of this Agreement to the Subscriber.

3. Closing.

(a) Closing. Subject to this Section 3, the closing of the sale and purchase of the Shares pursuant to this Agreement (the “Closing”) shall occur on such date and time as the Company delivers a countersigned copy of this Agreement to the Subscriber (the “Closing Date”).

(b) Closing Conditions. The Closing is conditioned upon satisfaction of all the following conditions:

(i) The Company shall have accepted the Subscriber’s subscription and the Subscriber shall have delivered the subscription consideration to the Company; 2

(ii) The Company shall have accepted a duly executed counterpart signature page or joinder agreement to that certain Stockholders Agreement dated as of July 9, 2024; and

(iii) the representations and warranties of the undersigned contained in Section 5 hereof shall be true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been made as of the Closing.

4. Termination of the Offering; Other Offerings. The undersigned understands that the Company may terminate the Offering at any time and/or continue the Offering indefinitely. The undersigned further understands that during and following termination of the Offering, the Company may undertake other offerings of securities, including an offering of Shares, which may or may not be on terms more favorable to an investor than the terms of this Offering.

5. Representations. The undersigned represents and warrants to the Company and the Company’s agents as follows:

(a) The undersigned is either (i) a corporation, trust, limited partnership or limited liability company, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full power and authority to enter into and perform its obligations under this Agreement; or (ii) an individual citizen of the State set forth on the signature page hereto, with full power and authority to enter into and perform his or her obligations under this Agreement.

(b) The execution, delivery and performance of this Agreement and the consummation by the undersigned of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action of the undersigned; and this Agreement constitute the valid and legally binding agreement of the undersigned, enforceable in accordance with their terms. The execution of and performance of the transactions contemplated by this Agreement and compliance with their provisions by the Subscriber will not violate any provision of law and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute default under, any indenture, lease, agreement or other instrument to which the undersigned is a party or by which it or any or its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to the undersigned or its properties

(c) The undersigned understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Investment Representation Statement attached as Exhibit A hereto. The undersigned can bear the economic risk of this investment and can afford a complete loss thereof; the undersigned has sufficient liquid assets to pay the full subscription amount for the Shares; and the undersigned has adequate means of providing for its current needs and possible contingencies and has no present need for liquidity of the undersigned’s investment in the Company.

(d) The undersigned acknowledges that at no time has it been expressly or implicitly represented, guaranteed or warranted to the undersigned by the Company or any other person that a percentage of profit and/or amount or type of gain or other consideration will be realized because of the purchase of the Shares.

(e) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company or any of its affiliates, as investment advice or as a recommendation to purchase the Shares. It is understood that information and explanations related to the terms and conditions of the Shares shall not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company nor any of its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the Shares. The undersigned acknowledges that neither the Company, nor any of its affiliates have made any representation regarding the proper characterization of the Shares for purposes of determining the undersigned's authority or suitability to invest in the Shares. 3

(f) The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, is able to bear the economic risk of an investment in the Shares, including, at the date of the Subscriber’s Subscription, the ability to hold the Shares for an indefinite period of time and the ability to afford a complete loss of the investment. If the Subscriber is an entity (whether a corporation, partnership, limited liability company, trust or otherwise), then the Subscriber is an entity for whom the investment decision represented by this Subscription has been made by a sophisticated person. The Subscriber is an “accredited investor” as defined in Rule 501(a) under the Securities Act. The Subscriber agrees to provide promptly such additional information as may be reasonably required by the Company for compliance with federal and state securities laws. The Subscriber represents that the Subscriber is a resident and domiciliary (not a temporary or transient resident) of the state set forth on the signature page hereof and has no present intention to become a resident of any other jurisdiction, and that all written or oral communications concerning the Shares have been directed to and received by the Subscriber in such state.

(g) The Subscriber represents and warrants that Subscriber is investing on Subscriber’s own initiative; Subscriber availed itself of the Offering without knowledge of or reliance on any general solicitation from the Company or its affiliates; that Subscriber has a prior substantial and preexisting relationship with the Company and is not investing in the Offering in connection with or as a result of any general solicitation or any filing with the Securities and Exchange Commission; that Securities were not offered or sold to Subscriber by means of any form of general solicitation or general advertising and, in connection therewith, Subscriber did not receive or review any advertising, article, notice, form or other communication publicly published, including in any newspaper, article, magazine, social media or otherwise observe any website or filing of the Company with the Securities and Exchange Commission in which any offering of securities by the Company was described and/or as a result learned of any offering of securities by the Company.

(h) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.

(i) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this Offering at any time prior to the completion of the Offering, as determined in the sole and exclusive discretion of the Company. This Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the Shares, without interest thereon, to the undersigned.

(j) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares or made any finding or determination concerning the fairness or advisability of this investment.

(k) The undersigned confirms that the Company has not (i) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) an of investment in the Shares or (ii) made any representation to the undersigned regarding the legality of an investment in the Shares under applicable legal investment or similar laws or regulations. In deciding to purchase the Shares, the undersigned is not relying on the advice or recommendations of the Company and the undersigned has made its own independent decision, alone or in consultation with its investment advisors, that the investment in the Shares is suitable and appropriate for the undersigned.

(l) The undersigned has such knowledge, skill and experience in business, financial and investment matters that the undersigned is capable of evaluating the merits and risks of an investment in the Shares. With the assistance of the undersigned's own professional advisors, to the extent that the 4

undersigned has deemed appropriate, the undersigned has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Shares and the consequences of this Agreement. The undersigned has considered the suitability of the Shares as an investment in light of its own circumstances and financial condition and the undersigned is able to bear the risks associated with an investment in the Shares and its authority to invest in the Shares. Subscriber acknowledges that he, she or it understands that any anticipated United States or other national, federal, state or provincial income tax benefits may not be available and, further, may be adversely affected through adoption of new laws or regulations or amendments to existing laws or regulations. The undersigned acknowledges and agrees that the Company is not providing any warranty or assurance regarding the ultimate availability of any tax benefits to the undersigned by reason hereof or the Shares.

(m) The undersigned has had an opportunity to ask questions of, and receive answers from the Company, concerning the business, management and financial affairs of the Company and the terms and conditions of this Agreement and the transactions contemplated hereby. The undersigned has had an opportunity to obtain, and has received, any additional information deemed necessary by the Subscriber to verify such information in order to form a decision concerning an investment in the Company. Subscriber is aware that the Company has limited operating history. Subscriber has relied solely on Subscriber's own due diligence deciding to invest in the Company, and not on any information or data furnished by the Company.

(n) The undersigned is acquiring the Shares solely for the undersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Shares. The undersigned understands that the Shares have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned and of the other representations made by the undersigned in this Agreement. The undersigned understands that the Company is relying upon the representations and agreements contained in this Agreement (and any supplemental information provided by the undersigned to the Company) for the purpose of determining whether this transaction meets the requirements for such exemptions. The undersigned understands the Shares may not be resold unless registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. The Company is and will be under no obligation to register the Shares under the Securities Act or any state securities laws.

(o) The undersigned understands that the Shares are restricted from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the SEC provide in substance that the undersigned may dispose of the Shares only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, after which certain state restrictions may apply. The undersigned understands that the Company has no obligation or intention to register any of the Shares, or to take action so as to permit sales pursuant to the Securities Act. Even if and when the Shares become freely transferable, a secondary market in the Shares may not develop. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Shares for an indefinite period of time.

(p) The undersigned acknowledges and agrees that the Shares are “restricted securities” as defined in Rule 144 promulgated under the Securities Act as in effect from time to time and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber aware of the provisions of Rule 144, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, for illustrative purposes only: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations.

(q) The undersigned agrees (i) that the undersigned will not sell, assign, pledge, give, 5

transfer or otherwise dispose of the Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Shares under the Securities Act and all applicable state securities laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable state securities laws; (ii) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (iii) that the Company and its affiliates shall not be required to give effect to any purported transfer of such Shares except upon compliance with the foregoing restrictions. The undersigned will not sell or otherwise transfer any of the Shares except in compliance with the provisions of all applicable securities laws and any other agreement to which the undersigned is bound with respect to the Company and/or the Shares. The Subscriber understands that (i) there are significant restrictions on the transfer of the Shares, and (ii) an investment in the Shares is and will be extremely illiquid.

(r) If the undersigned is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the undersigned hereby represents and warrants to the Company 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 Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (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 Shares. The undersigned’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the undersigned’s jurisdiction. The undersigned, if residing in Europe or is a national of a European Union Member State, also represents and warrants that the undersigned is investing on undersigned’s own initiative; and availed itself of the Offering without active solicitation from the Company or its affiliates, and that communications between the undersigned and the Company and/or its affiliates relating to the Offering and the Shares arose from a direct inquiry from the undersigned to the Company or its affiliates.

(s) The information provided by the undersigned to the Company (including any required certification, representation and questionnaire) is true and correct, shall be true and correct at the time of the applicable Closing, and may be relied upon by the Company. By executing the Agreement, the undersigned acknowledges and agrees that (a) any representation, warranties and covenants provided, acknowledged or otherwise made to the Company by the undersigned in connection with this subscription and this Agreement shall for all purposes be treated as terms provided exclusively by the undersigned under this Agreement and incorporated herein, and (b) any identifying information or documentation regarding the undersigned (including its suitability to invest in the Company) that was furnished by the undersigned, whether in connection with this subscription or previously, remains true and correct in all respects and may, at the discretion of the Company, be incorporated by reference herein (collectively (a) and (b), “Supporting Documents”).

(t) The undersigned understands that, prior the Company deciding whether to accept this subscription and/or, from time to time, the Company may, for any reason, require other instruments (including any designations, representations, warranties, covenants), documentation and information, in addition to this Agreement (“Additional Documents”). Subscriber agrees to provide all such Additional Documents, and such Additional Documents (and all information contained therein) shall be true and correct in all respects.

• The undersigned agrees that the undersigned, by virtue of any acceptance of this Agreement and the subscription by the undersigned, shall be bound by each and every term of that certain Stockholders’ Agreement, dated as of October 18th 2024.

6. HIGH RISK INVESTMENT. THE UNDERSIGNED UNDERSTANDS THAT AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK. The undersigned acknowledges that (a) any projections, forecasts or estimates as may have been provided to the undersigned 6

are purely speculative and cannot be relied upon to indicate actual results that may be obtained through this investment; any such projections, forecasts and estimates are based upon assumptions which are subject to change and which are beyond the control of the Company or its management; (b) any tax effects which may be expected by this investment are not susceptible to absolute prediction, and new developments and rules of the Internal Revenue Service, audit adjustment, court decisions or legislative changes may have an adverse effect on one or more of the tax consequences of this investment; and (c) the undersigned has been advised to consult with the undersigned’s own advisor regarding legal matters and tax consequences involving this investment.

7. Company Representations. The undersigned understands that upon issuance of to the undersigned of any Shares, the Company will be deemed to have made following representations and warranties to the undersigned as of the date of such issuance:

(a) Corporate Power. The Company has been duly incorporated as corporation under the laws of the State of Delaware and, has all requisite legal and corporate power and authority to conduct its business as currently being conducted and to issue and sell the Shares to the undersigned pursuant to this Agreement.

(b) Enforceability. This Agreement, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(c) Valid Issuance. The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer arising under this Agreement, the Certificate of Incorporation and Bylaws of the Company, or under applicable state and federal securities laws and liens or encumbrances created by or imposed by a subscriber.

(d) No Conflict. The execution, delivery and performance of and compliance with this Agreement and the issuance of the Shares will not result in any violation of, or conflict with, or constitute a default under, the Company’s Certificate of Incorporation and Bylaws, as amended, and will not result in any violation of, or conflict with, or constitute a default under, any agreements to which the Company is a party or by which it is bound, or any statute, rule or regulation, or any decree of any court or governmental agency or body having jurisdiction over the Company, except for such violations, conflicts, or defaults which would not individually or in the aggregate, have a material adverse effect on the business, assets, properties, financial condition or results of operations of the Company.

8. Indemnification. The undersigned agrees to indemnify and hold harmless the Company and its directors, officers and agents (including legal counsel) any and all losses (direct or consequential), claims, liabilities, damages, judgments, costs and expenses (including reasonable attorneys’ and accountants’ fees and disbursements) (collectively, “Losses”), whether incurred in an action between the parties hereto or otherwise, that they, or any of them, may incur by reason of the undersigned’s failure, or alleged failure, to fulfill any of the terms and conditions of this subscription, by reason of the undersigned’s breach of any of the undersigned’s representations and warranties contained herein, or by reason of or in connection with this Agreement.

9. Market Stand-Off. If so requested by the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with any underwritten or Regulation A+ offering of securities of the Company under the Securities Act, the undersigned (including any successor or assign) shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, 7

or enter into any hedging or similar transaction with the same economic effect as a sale, any Shares or other securities of the Company during the 180-day period preceding and the 270-day period following the effective date of a registration or offering statement of the Company filed under the Securities Act for such public offering or Regulation A+ offering or underwriting (or such shorter or longer period as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2241 or any successor or similar rule or regulation) (the “Lock Up Period”). In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to Purchaser’s securities until the end of the Lock Up Period. The underwriters of the Company’s stock are intended third party beneficiaries of this section and shall have the right, power and authority to enforce the provisions hereof as though they were a party to this Agreement.

10. Obligations Irrevocable. Following the Closing, the obligations of the undersigned shall be irrevocable.

11. Legend. The certificates, book entry or other form of notation representing the Shares sold pursuant to this Agreement will be notated with a legend or designation in substantially the following form:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION AND/OR ITS ASSIGNEE(S), AS PROVIDED IN THE BYLAWS OF THE CORPORATION, AND A TRANSFER RESTRICTION, AS PROVIDED IN THE BYLAWS OF THE CORPORATION.

12. Notices. All notices or other communications given or made hereunder shall be in writing and shall be mailed, by registered or certified mail, return receipt requested, postage prepaid or otherwise actually delivered, to the undersigned’s address provided to the Company at the address set forth at the beginning of this Agreement, or such other place as the undersigned or the Company from time to time designate in writing.

13. Consent to Electronic Notice. The undersigned consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the e-mail address set forth below the undersigned’s name on the signature page or Exhibit A, as updated from time to time by notice to the Company. To the extent that any notice given by means of electronic 8

transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. The undersigned agrees to promptly notify the Company of any change in its e-mail address, and that failure to do so shall not affect the foregoing.

14. Governing Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Delaware without regard to the principles of conflicts of laws.

15. Submission to Jurisdiction. With respect to any suit, action or proceeding relating to any offers, purchases or sales of the Shares by the undersigned (“Proceedings”), the undersigned irrevocably submits to the jurisdiction of the federal or state courts located at the location of the Company’s principal place of business, which submission shall be exclusive unless none of such courts has lawful jurisdiction over such Proceedings.

16. Entire Agreement. This Agreement and the exhibits hereto are the entire agreement between the parties with respect to the subject matter hereto and thereto. This Agreement, including the exhibits, supersede any previous oral or written communications, representations, understandings or agreements with the Company or with any officers or representatives of the Company.

17. Waiver, Amendment. Neither this Agreement nor any provisions hereof shall be modified, changed, discharged or terminated except by an instrument in writing, signed by the party against whom any waiver, change, discharge or termination is sought.

18. Waiver of Jury Trial. THE UNDERSIGNED IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

19. Invalidity of Specific Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under the present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement.

20. Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

21. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

22. Electronic Execution and Delivery. A digital reproduction, portable document format (“.pdf”) or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by electronic signature (including signature via DocuSign or similar services), electronic mail or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.

23. Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 9

24. Survival. All of the undersigned’s representations, warranties and covenants contained in this Agreement shall survive (i) the acceptance of the subscription by the Company and (ii) the death or disability of the undersigned.

25. Notification of Changes. The undersigned hereby covenants and agrees to notify the Company upon the occurrence of any event prior to the closing of the purchase of the Shares pursuant to this Agreement, which would cause any representation, warranty, or covenant of the undersigned contained in this Agreement to be false or incorrect.

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IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement as of the date signed below.

SUBSCRIBER:

By:

Name:

Title:

Purchase Amount:

Form of Consideration: U.S. Dollars

Address for Notices:

Email Address for Notices: