SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of the date set forth

on the signature page hereto, is by and between Zero Energy Development Partners LLC, a

Georgia limited liability company (the “Company”), and the subscriber identified on the signature

page hereto (the “Subscriber”).

WHEREAS, the Company and the Subscriber are executing and delivering this Agreement

in reliance upon an exemption from securities registration afforded by the provisions of Section

4(2), Section 4(6) and/or Regulation D (“Regulation D”) as promulgated by the United States

Securities and Exchange Commission under the Securities Act of 1933, as amended (the

“Securities Act”);

WHEREAS, the Company is offering up to One Million (1,000,000) of its non-voting

Series A Preferred Units (each, a “Series A Preferred Unit” and collectively, the “Series A

Preferred Units”) at Ten Dollars ($10.00) per Series A Preferred Unit in an aggregate amount of

up to Ten Million U.S. Dollars and 00/100 (US$10,000,000.00) (the “Offering Amount”), to be

sold on a “best efforts” basis in a private placement offering (the “Offering”) as more particularly

described in the term sheet attached as Exhibit A hereto (the “Term Sheet”) and below; provided

that the Company may, in its sole discretion increase the Offering Amount, but will provide

reasonable  notice to the Subscriber in such event; and

WHEREAS, terms of the Series A Preferred Unit, including redemption rights, voting

rights, ranking and dilution protections, are as outlined in the Term Sheet and set forth in detail in

the Company’s First Amended and Restated Operating Agreement, dated as of October 22, 2024,

attached as Exhibit B hereto (the “Operating Agreement”).

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NOW, THEREFORE, in consideration of the mutual covenants and other agreements

contained in this Agreement, the Company and the Subscriber hereby agree as follows, subject to

the terms and conditions herein:

1. Subscription For Series A Preferred Units; Purchase Price.

1.1 Purchase. The Subscriber, intending to be legally bound, hereby irrevocably agrees

to subscribe for and agrees to purchase up to that number of Series A Preferred Units set forth on

the signature page hereto at a purchase price of Ten Dollars and 00/100 ($10.00) per Series A

Preferred Unit (“Per Unit Price”). This subscription is submitted to the Company in accordance

with and subject to the terms and conditions described in this Agreement.

1.2 Purchase Price. The aggregate purchase price for the Series A Preferred Units

subscribed for is equal to the number of Series A Preferred Units subscribed for multiplied by the

Per Unit Price and is set forth on the signature page hereto (the “Purchase Price”).

1.3 Subscription Proceeds. All subscription proceeds received and accepted will be

deposited directly to the administrative account set up by the authorized 3rd party administrator,

Industry FinTech Inc (“Administrator”). The Administrator shall release the subscription proceeds

to the Company following acceptance by the Company hereunder and payment of authorized and

approved costs and expenses, including organization and Offering expenses. The Company shall

use such funds for current operations and general corporate purposes. The Company may use

proceeds of the Offering immediately upon each Closing.

1.4 Payment. Payment of the Purchase Price shall be due and payable upon execution

and delivery of this Agreement by the Subscriber to the Administrator in cash by electronic ACH

payment, certified check or wire transfer to the instructions listed in the attached Payment

Authorization Agreement.

1.5 Acknowledgements. By executing this Agreement, the Subscriber acknowledges

that (i) the Subscriber has been informed of various matters relating to the Company, including

but not limited to, this Agreement, the Term Sheet, the Operating Agreement, the Risk Factors

attached as Exhibit C hereto (the “Risk Factors”) and the Series A Preferred Units (together, the

“Offering Documents”); (ii) that the Subscriber is an “accredited investor” as such term is defined

in Rule 501 of Regulation D, which definition is attached as Exhibit D attached hereto; and (iii)

that the Subscriber is not and has not been the subject of any “bad actor disqualifying event,” as

described in the excerpt of Rule 506(d) attached hereto as Exhibit E (a “Bad Actor Disqualifying

Event”).

1.6 Closing; Conditions to Closing. Closing on the purchase and sale of the Series A

Preferred Units shall be consummated on such date as the Company accepts the Subscriber’s offer

to purchase the Series A Preferred Units as evidenced by the Company’s counter-execution of the

signature page to this Agreement, the Company’s execution of the Series A Preferred Units issued

to the Subscriber and the return of a fully executed Series A Preferred Units to the Subscriber

(“Closing”). On or prior to the date of each Closing, the following shall have occurred:

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(a) The Subscriber shall have thoroughly reviewed the Offering Documents;

(b) The Subscriber shall have delivered to the Company a dated and executed

signature page to this Agreement, with all blanks properly completed;

(c) The Subscriber shall have delivered to the Company a dated completed and

signed Accredited Investor Questionnaire attached as Exhibit F hereto and Bad Actor

Questionnaire attached as Exhibit G hereto, each with all blanks properly completed;

(d) The Administrator shall have received the Purchase Price from the

Subscriber for the benefit of the Company; and

(e) Any other conditions to Closing set forth in this Agreement shall have been

satisfied or waived.

2. Subscriber Representations and Warranties as to Suitability Standards.

The Subscriber hereby represents and warrants that:

2.1 Investment Decision. The Subscriber and the Subscriber’s advisors (which advisors

do not include the Company or its principals, representatives or counsel) have such knowledge and

experience in legal, financial and business matters as to be capable of evaluating the merits and

risks of the prospective investment in the Company, of protecting the Subscriber’s interests in

connection therewith and making an informed investment decision.

2.2 Information Furnished. The Subscriber has been furnished with or has had access

to any and all material documents and information regarding the Company and its intended

business as it, he or she desires, including but not limited to the Offering Documents, as well as

the opportunity to ask questions of the Company’s management. The Subscriber hereby

acknowledges that the Company has made available to the Subscriber prior to any investment in

the Company all information requested by the Subscriber and deemed by the Subscriber to be

reasonably necessary to enable the Subscriber to evaluate the risks and merits of an investment in

the Company. The Subscriber, after a review of this information and other information obtained,

is aware of the speculative nature of any investment in the Company.

2.3 Financial Information. The Subscriber is not solely relying on any financial

information, including without limitation financial projections or oral representations in making

the decision to purchase the Series A Preferred Units.

2.4 Own Account. The Subscriber is acquiring the Series A Preferred Units for the

Subscriber’s own account, not on behalf of other persons, and for investment purposes only and

not with a view to resale or distribution, transfer, assignment, resale or subdivision of Series A

Preferred Units. The Subscriber understands that, due to the restrictions referred to in Section 5

below, and the lack of any market existing or to exist for Series A Preferred Units, the Subscriber’s

investment in the Company will be highly illiquid and will have to be held indefinitely.

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2.5 Economic Risk. The Subscriber can bear the economic risk of the investment in

the Company without impairing the Subscriber’s ability to provide for itself, himself or herself

and/or his or her family (as applicable) in the same manner that the Subscriber would have been

able to provide prior to making an investment in the Company. The Subscriber acknowledges and

agrees that he, she or it may continue to bear the economic risk of the investment in the Company

for an indefinite period of time, and will not hold the Company liable for any losses incurred.

2.6 Subscriber’s Commitments. The Subscriber’s overall commitment to investments

which are not readily marketable is not disproportionate to the Subscriber’s net worth, the

Subscriber’s investment in the Series A Preferred Units will not cause such overall commitment

to become excessive, and the investment is suitable for the Subscriber when viewed in light of the

Subscriber’s other securities holdings and the Subscriber’s financial situation and needs.

2.7 Adequate Means. The Subscriber has adequate means of providing for the

Subscriber’s current needs and personal contingencies.

2.8 Newly Formed; Risk Factors. The Subscriber acknowledges and accepts that the

Company is newly formed and that any investment in the Company involves substantial risk, and

the Subscriber has evaluated and fully understands all risks in the Subscriber’s decision to purchase

Series A Preferred Units hereunder, including, but not limited to, the Risk Factors, as outlined in

Exhibit B attached hereto.

2.9 No Review. The Subscriber acknowledges and accepts that the offer and sale of the

Series A Preferred Units have not been submitted to, reviewed by, nor have the merits of this

investment been endorsed or approved by any state or federal agency, commission, authority or

self-regulatory organization.

2.10 Company’s Businesses. The Subscriber understands the businesses in which the

Company is engaged or proposes to be engaged in and the risks associated therewith.

2.11 Individual Subscriber. If the Subscriber is an individual, the Subscriber is at least

eighteen (18) years of age and a bona fide resident and domiciliary (not a temporary or transient

resident) of the state or country indicated on the signature page hereof and the Subscriber has no

present intention of becoming a resident of any other state or jurisdiction.

2.12 Non-Individual Subscriber. If the Subscriber is not an individual, the Subscriber is

domiciled in the state or country indicated on the signature page hereof, has no present intention

of becoming domiciled in any other state or jurisdiction and is an “Accredited Investor” or an

“Institutional Investor” as defined under the “Blue Sky” or securities laws or regulations of the

state in which it is domiciled, as applicable.

2.13 Local Standards. The Subscriber otherwise meets any special suitability standards

applicable in the Subscriber’s state or country of residence or domicile.

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2.14 Accredited Investor. The Subscriber is an “accredited investor” as that term is

defined and used under Regulation D, Rule 501(a) and which definition is set forth on Exhibit C

attached hereto and represents that the information provided in the Accredited Investor

Questionnaire, attached as Exhibit E hereto, and any exhibits attached thereto, are true, complete,

and correct to the best of the Subscriber's knowledge and belief.

2.15 Bad Actor Disqualifying Event. The Subscriber represents and warrants that as of

the date hereof, the Subscriber is not and has not been the subject of any Bad Actor Disqualifying

Event that would require disclosure in the Company’s offering documents, and represents that the

information provided in the Bad Actor Questionnaire, attached hereto as Exhibit F hereto, and any

exhibits attached thereto are true and correct, and hereby agrees to promptly notify the Company

if the undersigned becomes aware of a Bad Actor Disqualifying Event after the date of this

Agreement and through the termination date of the Offering.

2.16 True and Correct. All of the written information pertaining to the Subscriber which

the Subscriber has heretofore furnished to the Company, and all information pertaining to the

Subscriber which is set forth in this Agreement, including all representations and warranties made

by the Subscriber, is correct and complete as of the date hereof and, if there should be any material

change in such information hereafter, the Subscriber shall promptly furnish such revised or

corrected information to the Company. The Subscriber otherwise meets any special suitability

standards applicable to the Subscriber’s state of residence.

2.17 No Inconsistent Oral Statements or Written Materials. The Subscriber has not been

furnished with any oral representation or oral information or written materials in connection with

the Offering that is in any way contrary to or inconsistent with, statements made in this Agreement

and the attachments hereto.

2.18 Communication of Offer. The Subscriber is not purchasing the Series A Preferred

Units as a result of any advertisement, article, notice or other communication regarding the Series

A Preferred Units published in any newspaper, magazine or similar media or broadcast over

television or radio or presented at any seminar or any other general solicitation or general

advertisement.

3. Representations, Warranties and Agreements of the Subscriber.

The Subscriber hereby represents, warrants and agrees as follows:

3.1 Organization and Standing of the Subscriber. If the Subscriber is an entity, such

Subscriber is a corporation, partnership or other entity duly incorporated or organized, validly

existing and in good standing under the laws of the jurisdiction of its incorporation or organization

and has the requisite corporate power to own its assets and to carry on its business.

3.2 Authority; Enforceability. The Subscriber has the requisite power and authority to

enter into and perform this Agreement and to purchase the Series A Preferred Units being sold to

it hereunder. The execution, delivery and performance of this Agreement by the Subscriber and

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the consummation by it of the transaction contemplated hereby has been duly authorized by all

necessary corporate or partnership action, and no further consent or authorization of the Subscriber

or its board of directors, stockholders, partners, members, as the case may be, is required. This

Agreement and other agreements delivered together with this Agreement or in connection herewith

have been duly authorized, executed and delivered by the Subscriber and constitutes, or shall

constitute when executed and delivered, valid and binding agreements enforceable in accordance

with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,

moratorium and similar laws of general applicability relating to or affecting creditors’ rights

generally and to general principles of equity; and the Subscriber has full corporate power and

authority necessary to enter into this Agreement and such other agreements and to perform its

obligations hereunder and under all other agreements entered into by the Subscriber relating

hereto.

3.3 No Conflicts. The execution, delivery and performance of this Agreement and the

consummation by the Subscriber of the transactions contemplated hereby or relating hereto do not

and will not (i) result in a violation of the Subscriber’s charter documents or bylaws or other

organizational documents or (ii) conflict with, or constitute a default (or an event which with notice

or lapse of time or both would become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation

to which the Subscriber is a party or by which its properties or assets are bound, or result in a

violation of any law, rule, or regulation, or any order, judgment or decree of any court or

governmental agency applicable to the Subscriber or its properties (except for such conflicts,

defaults and violations as would not, individually or in the aggregate, have a material adverse

effect on the Subscriber). The Subscriber is not required to obtain any consent, authorization or

order of, or make any filing or registration with, any court or governmental agency in order for it

to execute, deliver or perform any of its obligations under this Agreement or to purchase the Series

A Preferred Units in accordance with the terms hereof, provided that for purposes of the

representation made in this sentence, the Subscriber is assuming and relying upon the accuracy of

the relevant representations and agreements of the Company herein.

3.4 No Governmental Review. The Subscriber acknowledges and accepts that no

United States federal or state agency or any other governmental or state agency has passed on or

made recommendations or endorsement of the Securities or the suitability of the investment in the

Securities nor have such authorities passed upon or endorsed the merits of the offering of the

Securities.

3.5 Securities Registration. The Subscriber acknowledges and accepts that the Series

A Preferred Units has not been registered under the Securities Act or related laws and regulations

or any other applicable securities laws of any other jurisdiction (collectively, the “Securities

Laws”). The Subscriber understands that it, he or she has no rights whatsoever to request, and that

the Company is under no obligation whatsoever to furnish, a registration of the Series A Preferred

Units under the Securities Laws.

3.6 Confidentiality. The Subscriber hereby acknowledges and agrees that all of the

information appearing herein and otherwise provided to the Subscriber in connection with the

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purchase of the Series A Preferred Units made hereby is confidential and that the Subscriber and

the Subscriber’s representatives and agents shall treat the same as confidential and may not

disclose such information to any person that is not a party to the transactions contemplated hereby.

3.7 Investment Company Act. The Subscriber understands that the Company has not

been registered as an investment company under the Investment Company Act in reliance upon an

exemption from registration provided by Section 3(c)(1) thereunder (which exemption is generally

available only to an issuer, the securities of which are beneficially owned by not more than 100

persons as defined in the Investment Company Act). The Subscriber hereby further represents and

warrants that it is not a participant-directed defined contribution plan.

3.8 Additional Information. The Subscriber acknowledges that they may be requested,

at the Company's discretion and in compliance with the Jumpstart Our Business Startups Act (the

"JOBS Act") legislation enacted by the President of the United States on April 5, 2012, to provide

current financial and other relevant information. This information will be used to assess whether

the Subscriber is eligible to purchase the Series A Preferred Units.

4. Representations, Warranties and Agreements of the Company.

The Company hereby makes the following representations, warranties, and agreements,

and commits to promptly notifying the Subscriber of any changes or updates to these:

4.1 Organization and Standing. The Company was organized under the laws of the

State of Georgia on October 22, 2024. The Company’s business address on the date hereof is 414

Marion Spence Road Suite A, Ball Ground, GA 30107. The Company undertakes the

responsibility to promptly inform all relevant parties in writing about any changes to this

designated address. The Company has the requisite limited liability company power to own its

properties and to carry on its business as now being conducted and as presently proposed to be

conducted.

4.2 Authorization and Power. The Company has the requisite limited liability company

power and authority to execute and perform this Agreement. This Agreement has been duly

executed and delivered by the Company and constitutes its valid and binding obligation,

enforceable against it in accordance with its terms, except to the extent that its enforceability may

be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the

enforcement of creditors’ rights generally or by general equitable principles.

5. Transfer Restrictions.

5.1 General. The Subscriber acknowledges and agrees to the fact that the sale or

transfer of the Series A Preferred Units is subject to certain restrictions, which include:

(a) No Registration. The Series A Preferred Units has not been registered under

the Securities Act or the laws of any other jurisdiction by reason of a specific exemption

or exemptions from registration under the Securities Act and applicable state securities

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laws, and that the Company’s reliance on such exemptions is predicated on the accuracy

and completeness of the Subscriber’s representations, warranties, acknowledgments and

agreements herein. The Series A Preferred Units cannot be sold or transferred by the

Subscriber unless subsequently registered under applicable law or an exemption from

registration is available. The Company is not required to register the Series A Preferred

Units or to make any exemption from registration available.

(b) Opinion. The right to sell or transfer any of the Series A Preferred Units will

be restricted as described in this Agreement which include restrictions against sale or

transfer in violation of applicable securities laws, the requirement that an opinion of

counsel be furnished that any proposed sale or transfer will not violate such laws and other

restrictions and requirements.

(c) No Public Market. Currently, there is no public market for the Series A

Preferred Units and the Company does not assure the development of such a market in the

future. The Subscriber acknowledges that the ability to sell the Series A Preferred Units

may be limited. Accordingly, the Subscriber must bear the economic risk of the

Subscriber’s investment in the Series A Preferred Units for an indefinite period of time.

5.2 Legend. The Subscriber acknowledges that the certificates representing the Series

A Preferred Units, if issued by the Company, will bear the a legend substantially in the form of the

following:

“THESE SERIES A PREFERRED UNITS HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE

SECURITIES LAWS. NEITHER THESE SERIES A PREFERRED UNITS, NOR

ANY INTEREST THEREIN, MAY BE OFFERED, SOLD, TRANSFERRED,

PLEDGED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN

EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH

LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND

SUCH LAWS. ANY SUCH ACTIONS MUST BE IN ACCORDANCE WITH THE

OPINION OF COUNSEL FOR THE LENDER, WHICH IS REASONABLY

SATISFACTORY TO COUNSEL FOR THE BORROWER.”

5.3 Sale Requirements. The Subscriber agrees that he/she/it will not offer to sell, sell

or transfer the Series A Preferred Units or any part thereof or interest therein without registration

under the Securities Act and applicable state securities laws or without providing to the Company

an opinion of counsel acceptable to the Company that such offer, sale or transfer is exempt from

registration under the Securities Act and under applicable state securities laws or otherwise in

violation of this Agreement, the Operating Agreement or any of the Company’s other governing

documents.

6. Representations and Warranties Regarding Verification of Subscription Funds.

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Before making the following representations and warranties, the Subscriber should check

the Office of Foreign Assets Control (“OFAC”) website at <http://www.treas.gov/ofac> with

respect to federal regulations and executive orders administered by OFAC which prohibit,

among other things, the engagement in transactions with, and the provision of services to,

certain foreign countries, territories, entities and individuals which are listed on the OFAC

website. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit

dealing with individuals1 or entities in certain countries regardless of whether such

individuals or entities appear on the OFAC lists. Please be advised that the Company may

not accept any amounts from a prospective investor if such prospective investor cannot make

the representation set forth below. The Subscriber agrees to promptly notify the Company

should the Subscriber become aware of any change in the information set forth in these

representations.

The Subscriber represents and warrants that:

6.1 OFAC List Countries. The amounts invested by the Subscriber in the Company in

the Offering were not and are not directly or indirectly derived from activities that contravene

federal, state or international laws and regulations, including anti-money laundering laws and

regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among

other things, the engagement in transactions with, and the provision of services to, certain foreign

countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories,

persons and entities can be found on the OFAC website at <http://www.treas.gov/ofac>. In

addition, the OFAC Programs prohibit dealing with individuals2 or entities in certain countries

regardless of whether such individuals or entities appear on the OFAC lists;

6.2 OFAC List Entity. To the best of the Subscriber’s knowledge, none of: (1) the

Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is a

privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person

for whom the Subscriber is acting as agent or nominee in connection with this investment is a

country, territory, individual or entity named on an OFAC list, or a person or entity prohibited

under the OFAC Programs;

6.3 Account Freeze. The Subscriber understands and acknowledges that, by law, the

Company may be obligated to “freeze the account” of the Subscriber, either by prohibiting

additional subscriptions from the Subscriber, suspending any redemption requests and/or

segregating the assets in the account in compliance with governmental regulations;

6.4 Suspension of Redemption Right. The Subscriber acknowledges that the Company

may, by written notice to the Subscriber, suspend the redemption rights, if any, of the Subscriber

if the Company reasonably deems it necessary to do so to comply with anti-money laundering

1 These individuals include specially designated nationals, specially designated narcotics traffickers and other

parties subject to OFAC sanctions and embargo programs.

2 These individuals include specially designated nationals, specially designated narcotics traffickers and other

parties subject to OFAC sanctions and embargo programs.

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regulations applicable to the Company or any of the Company’s service providers. These

individuals include specially designated nationals, specially designated narcotics traffickers and

other parties subject to OFAC sanctions and embargo programs;

6.5 Senior Foreign Political Figure. To the best of the Subscriber’s knowledge, none

of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the

Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or

(4) any person for whom the Subscriber is acting as agent or nominee in connection with this

investment is a senior foreign political figure3, or any immediate family member4 or close

associate5 of a senior foreign political figure, as such terms are defined in their respective footnotes;

6.6 Foreign Banks. If the Subscriber is affiliated with a non-U.S. banking institution

(a “Foreign Bank”), or if the Subscriber receives deposits from, makes payments on behalf of, or

handles other financial transactions related to a Foreign Bank, that: (1) the Foreign Bank has a

fixed address, other than solely an electronic address, in a country in which the Foreign Bank is

authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related

to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that

licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide

banking services to any other Foreign Bank that does not have a physical presence in any country

and that is not a regulated affiliate; and

6.7 Notification of Changes. The Subscriber understands, acknowledges and agrees

that if the Subscriber becomes aware of any change in the information set forth in these

representations that the Subscriber shall promptly notify the Company of such changes.

7. Subscription Irrevocable by Subscriber but Subject to Rejection by the Company.

7.1 Irrevocable by Subscriber. This Agreement is not, and shall not be, revocable by

the Subscriber, except in the event of a material breach of this Agreement by the Company, as

determined by a court of competent jurisdiction.

7.2 Company Termination or Withdrawal. The Company, in its sole discretion, has the

right to terminate or withdraw the Offering at any time, to accept or reject subscriptions in other

than the order in which they were received, to reject any subscription in whole or in part, to allot

3 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative,

military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign

political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political

figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign

political figure.

4 An “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings,

spouse, children and in-laws.

5 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to

maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a

position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political

figure.

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to the Subscriber less than the value of Series A Preferred Units subscribed for, and to return the

amount paid by the Subscriber, less any administrative fees incurred by the Company.

7.3 Not Binding. The Subscriber understands and agrees that this Agreement is not

binding upon the Company until the Company accepts it, which acceptance is at the sole discretion

of the Company and is to be evidenced by the Company’s completion, execution and delivery of

this Agreement, fully executed, to the relevant Subscriber.

7.4 Company Rejection. In the event of rejection of this subscription in whole (but not

in part), or if the sale of the Series A Preferred Units subscribed for by the Subscriber is not

consummated by the Company for any reason (in which event this Agreement shall be deemed to

be rejected), this Agreement and any other agreement entered into between the Subscriber and the

Company relating to this subscription shall thereafter have no force or effect and the Company

shall promptly cause to be returned to the Subscriber the Purchase Price remitted by the Subscriber,

without interest thereon or deduction therefrom. If this subscription is accepted in part, the

Company shall promptly cause to be returned to the Subscriber that portion of the Purchase Price

remitted by the Subscriber which represents payment for the Series A Preferred Units for which

this subscription was not accepted, without interest thereon or deduction therefrom.

8. Indemnification.

The Subscriber hereby indemnifies and holds harmless the Company, its members,

managers, officers, directors, agents, employees, advisors, affiliates and successors from and

against all liability, damage, claims, losses, costs and expenses (including, but not limited to,

reasonable attorneys’ fees, court costs, and any other expenses incurred) which it may incur by

reason of the failure of the Subscriber to fulfill any of the terms and conditions of this Agreement,

or by reason of any breach of the representations and warranties made by the Subscriber herein or

in any document provided by the Subscriber to the Company or any of its affiliates.

9. Miscellaneous.

9.1 Notices. All notices, demands, requests, consents, approvals and other

communications that may or are required to be given by either party to the other party hereunder

shall be deemed to be sufficient if in writing and (i) delivered in person, (ii) delivered and received

by facsimile, if a confirmatory mailing in accordance herewith is also made, (iii) duly sent by

registered mail return receipt requested and postage prepaid, or (iv) duly sent by overnight delivery

service, in each case as addressed to such party at the address set forth below:

If to the Company, to:

414 Marion Spence Road

Suite A

Ball Ground, GA 30107

With a copy to the 3rd party administrator:

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Industry FinTech Inc

20900 NE 30th Ave

Suite 510

Aventura, FL 33180

If to the Subscriber:

To the address listed on the Signature Page

All notices, demands, requests, consents, approvals and other communications shall be deemed to

have been received (i) at the same time it was personally delivered, (ii) on the receipt of delivery

by facsimile if accompanied by a confirmatory mailing, (iii) five (5) days after mailing via

registered mail return receipt requested whether signed for or not, to the foregoing persons at the

addresses set forth above or (iv) the next day when sent by overnight delivery service, (v)

immediately upon sending an email, provided that no "bounce-back" or similar message indicating

non-delivery is received. The above shall constitute service despite rejection or other refusal to

accept or inability to deliver because of changed address for which no notice has been received.

9.2 Construction; Governing Law. All issues and questions concerning the

construction, validity and interpretation of this Agreement and all matters pertaining hereto shall

be governed by and construed in accordance with the laws of the State of Georgia, without regard

to any choice of law or conflict of law rules or provisions (whether of the State of Georgia or any

other jurisdiction) that would cause the application of the laws of any jurisdiction other than the

State of Georgia.

9.3 Consent to Jurisdiction. THE PARTIES HERETO IRREVOCABLY AGREE

THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED

TO THIS AGREEMENT WILL BE LITIGATED SOLELY IN THE VENUE AND

JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF

GEORGIA. THE PARTIES HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF

ANY COURT LOCATED WITHIN THE STATE OF GEORGIA, WAIVE PERSONAL

SERVICE OF PROCESS AND AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE

MADE BY REGISTERED MAIL DIRECTED TO THE PARTIES AT THE ADDRESS

STATED IN THE NOTICE PROVISIONS OF THIS AGREEMENT, AND SERVICE SO MADE

WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT. THE PREVAILING

PARTY(IES) IN ANY SUCH ACTION OR PROCEEDING SHALL BE ENTITLED TO

RECOVER ITS REASONABLE ATTORNEYS’ FEES AND COSTS FROM THE OTHER

PARTY(IES).

9.4 Waiver of Jury Trial. THE PARTIES HERETO, HAVING BEEN

REPRESENTED BY COUNSEL, EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY

RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING, WHETHER

CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY EITHER PARTY OR ANY

SUCCESSOR OR ASSIGN OF EITHER PARTY (a) UNDER THIS AGREEMENT OR ANY

RELATED AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT

14

OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN

CONNECTION WITH THIS AGREEMENT OR (b) ARISING FROM ANY RELATIONSHIP

EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH

ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A

JURY. EACH PARTY AGREES THAT IT WILL NOT ASSERT ANY CLAIM AGAINST THE

OTHER PARTY ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT,

CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, EXCEPT WHERE CAUSED

BY THE OTHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

9.5 Construction. In construing this Agreement, the singular shall be held to include

the plural, the plural shall include the singular, the use of any gender shall include every other and

all genders, and captions and paragraph headings shall be disregarded.

9.6 Severability. The invalidity of any one or more of the words, phrases, sentences,

clauses, sections or subsections contained in this Agreement shall not affect the enforceability of

the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally

on their being valid in law, and, in the event that any one or more of the words, phrases, sentences,

clauses, sections or subsections contained in this Agreement shall be declared invalid, this

Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or

sentences, clause or clauses, section or sections, or subsection or subsections had not been inserted.

9.7 Section Headings. The section and other headings contained in this Agreement are

for reference purposes only and shall not affect the meaning or interpretation of any provisions of

this Agreement.

9.8 Counterparts. This Agreement may be executed in any number of counterparts

(including by facsimile transmission or electronic signature) and by the several parties hereto in

separate counterparts, each of which shall be deemed to be an original and all of which together

shall be deemed to be one and the same instrument.

9.9 Entire Agreement. This Agreement constitutes the entire agreement between the

parties hereto with respect to the transactions contemplated hereby and supersedes all prior

agreements, understandings, negotiations and discussions, both written and oral, between the

parties hereto with respect to the subject matter hereof. This Agreement may not be amended or

modified in any way except by a written instrument executed by the party against whom

enforcement of the change is sought.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

The undersigned Subscriber hereby agrees to purchase _________ Series A Preferred

Units, at an aggregate Purchase Price of US$________ and is tendering such amount pursuant

to the provisions of Section 1.3 hereof.

Date: _____________

Signature of Subscriber

Print Name of Subscriber

Residence/Domicile:

Number and Street

_____________________________

City/State/Zip

_____________________________

Country

Social Security/Taxpayer

Identification Number(s): _____________________________

The Company hereby accepts the foregoing subscription for _______ Series A Preferred Units as

of ______________.

ZERO ENERGY DEVELOPMENT PARTNERS LLC

By: ___________________________

Name: Bernard Oostra

Title: Manager