Agreement

SUBSCRIPTION AGREEMENT

FOR

ACCREDITED INVESTORS

 

Laundryshare, Inc. and LS Technologies, Inc.
(individually a “Company” and collectively, the “Companies”

This is a Subscription for Preferred Stock of the Companies

CERTAIN NOTICES

This Offering is made in reliance upon exemptions from the registration requirements of the Securities Act of 1933, as amended (and together with the rules and regulations thereunder, the “Securities Act”).  The Companies will not be obligated to register the shares under the Securities Act in the future.  There currently is no public or other market for the Shares and it is not expected that any such market will develop.  All of the Shares will be “Restricted Securities” within the meaning of Rule 144 under the Securities Act and therefore may not be transferred by a holder thereof within the United States or to a “U.S. Person” unless such transfer is made pursuant to registration under the Securities Act, pursuant to an exemption therefrom (including, if applicable Rule 144), or in a transaction outside the United States pursuant to the resale provisions of Regulation S.  Moreover, Stockholders Agreements (as defined below) provides for certain restrictions on transfers of Shares.

This Subscription Agreement and the Stockholders Agreements require that all Investors waive any rights to a jury trial by agreeing to be subject to the dispute resolutions provisions contained in this Subscription Agreement and the Stockholders Agreements, Investors will not be deemed to waive the Company’s compliance with the Federal Securities Laws and the rules and regulations promulgated thereunder.

THIS SUBSCRIPTION AGREEMENT (this “Agreement” or this “Subscription”) is made and entered into as of , by and between the undersigned (the “Subscriber,” “Investor,” or “you”), on the one hand, and Laundryshare, Inc., a corporation organized under the laws of the State of Delaware and LS Technologies, Inc., a corporation organized under the laws of the State of Delaware (individually a “Company” and collectively, the “Companies” or “we” or “us” or “our”), on the other hand, with reference to the facts set forth below.

WHEREAS, subject to the terms and conditions of this Agreement, the Subscriber wishes to irrevocably subscribe for and purchase (subject to acceptance of such subscription by the Companies) shares of the preferred stock of the Companies (the “Shares”), as set forth in Section 1 and on the signature page hereto, offered by the Companies.

NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.  Subscription for and Purchase of the Shares.

1.1 Subject to the express terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for, commits to provide capital in the amount of, and agrees to purchase the Shares (the “Purchase”) in the amount of the purchase price (the “Purchase Price”) set forth on the signature page to this Agreement.

1.2 The purchase price is $62,500 for one share of Laundryshare Preferred Stock and one share of LST Preferred Stock. Shares will only be issued in units consisting of one share of Laundryshare Preferred Stock and one share of LST Preferred Stock. The Subscriber must initially purchase $250,000 of Shares. The Companies may waive the minimum investment for any Subscriber; provided, however that, no waiver will apply to the purchase of the Shares other than in whole units.

Certain documents with respect to the offering of Shares have been made available to you electronically and copies thereof may be made available through a website (the “Portal”), which maybe owned and operated by the Companies or an affiliated entity of the Companies. Please read this Agreement, the Accredited Investor Questionnaire (the “Questionnaire”), the Certificate of Formation for each Company (individually a “Certificate of Formation” and collectively, the “Certificates of Formation”), the Bylaws for each Company (individually the “Bylaws” and collectively, the “Bylaws”) , the Certificate of Designation, Rights, and Preferences for the Preferred Stock of each Company (individually a “Certificate of Designation” and collectively, the “Certificates of Designation”), and the Stockholders Agreement for each Company (individually a “Stockholders Agreement” and collectively, the “Stockholders Agreement”). We refer to these documents collectively as the “Offering Documents”. While they are subject to change, as described therein, the Companies advise you to print and retain a copy of these documents for your records. By signing electronically below, you agree to the following terms and agree to transact business with us and to receive communications relating to the Companies and the Preferred Stock electronically. You also agree to the terms and conditions and the terms of use of, and any privacy policy for, any Portal we may elect to maintain with respect to the Companies and your subscription for or investment in the Preferred Stock. The Subscription Agreement can be accessed electronically at https://laundryshare.com/subscription-agreement/ and the Accredited Investor Questionnaire can be accessed electronically at https://laundryshare.com/investor-questionnaire/.

1.3 The Companies have the right to reject this Subscription in whole or in part for any reason. The Subscriber may not cancel, terminate or revoke this Agreement, which, in the case of an individual, shall survive his death or disability and shall be binding upon the Subscriber, his heirs, trustees, beneficiaries, executors, personal or legal administrators or representatives, successors, transferees and assigns.

1.4 Once you make a commitment to purchase Shares, it is irrevocable until the Shares are issued, the Purchase is rejected by the Companies, or the Companies otherwise determine not to consummate the transaction.

1.5 The undersigned has received and read a copy of the Stockholders Agreements and agrees that its execution of this Subscription Agreement constitutes its consent to such Stockholders Agreements, and, that upon acceptance of this Subscription Agreement by the Companies, the undersigned will become a stockholder of the Companies as a holder of Preferred Stock in each of the Companies. When this Subscription Agreement is countersigned by the Companies (the “Acceptance Date”), the undersigned is deemed to have executed the Stockholders Agreements, which shall be binding upon the undersigned as of Acceptance Date subject to the Company’s receipt of the Purchase Price. No securities will be issued prior to receipt of good fuds for the Purchase Price.

Section 2. Purchase of the Shares.

2.1 The Subscriber understands that the Purchase Price is payable with the execution and submission of this Agreement, and, accordingly, is submitting to the Companies with this Agreement the Purchase Price for the shares of Preferred Stock being purchased by the Subscriber (the “Shares”). Payment of the Purchase Price should be made by wire transfer in accordance with the following wire instructions:

Bank: J. P. Morgan Chase Bank
ABA Number: 021000021
Acct. Name: Laundryshare
Acct. #: 953331821

Laundryshare, Inc.
590 Morgan Street, N.E.
Atlanta, Georgia 30308
Attention: Benjamin Todd Belveal

2.2 If the Companies return the Subscriber’s Purchase Price to the Subscriber for any reason, the Companies will not pay any interest to the Subscriber.

2.3 If this Subscription is accepted by the Companies, the Subscriber agrees to comply fully with the terms of this Agreement, the Bylaws, the Certificates of Designation, and all other applicable documents or instruments of the Companies, including the Stockholders Agreements. The Subscriber further agrees to execute any other necessary documents or instruments in connection with this Subscription and the Subscriber’s purchase of the Shares.

2.4 In the event that this Subscription is rejected in full or the offering is terminated, payment made by the Subscriber to the Companies for the Shares will be refunded to the Subscriber without interest and without deduction, and all of the obligations of the Subscriber hereunder shall terminate except that the Subscriber’s representations and warranties shall survive. To the extent that this Subscription is rejected in part, the Companies shall refund to the Subscriber any payment made by the Subscriber to the Companies with respect to the rejected portion of this Subscription without interest and without deduction, and all of the obligations of Subscriber hereunder shall remain in full force and effect except for those obligations with respect to the rejected portion of this Subscription, which shall terminate except that the Subscriber’s representations and warranties shall survive.

2.5 To the extent that the funds for the Purchase Price are not ultimately received by the Companies or are subsequently withdrawn by the Subscriber, whether due to an ACH chargeback or otherwise, the Subscription Agreement will be considered terminated, and the Subscriber shall not be entitled to any Shares subscribed for or dividends, if any, that may have accrued.

Section 3.  Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to the Companies the following:

3.1 The information that the Subscriber has furnished herein or pursuant to the Offering Documents, including the information furnished by the Subscriber to the Companies including in the Questionnaire, regarding whether Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Securities Act of 1933, as amended (such act and the rules and regulations thereunder, collectively, the “Securities Act”) is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Companies accept this subscription. Further, the Subscriber shall immediately notify the Companies of any change in any statement made herein prior to the Subscriber’s receipt of the Companies’ acceptance of this Subscription, including Subscriber’s status as an “accredited investor”. The representations and warranties made by the Subscriber may be fully relied upon by the Companies and their Affiliates and by any investigating party relying on them.

3.2 The Subscriber, if an entity, is, and shall at all times while it holds Shares remain, duly organized, validly existing, and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, and has full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement.

3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein, and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Companies, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms.

3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by the Companies or any other Person that:

(a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or

(b) The past performance or experience of the officers or directors of the Companies in any way indicates the predictable or probable results of the ownership of the Shares or the overall business ventures of the Companies. The Subscriber acknowledges that the Companies are newly formed entities with no prior operating history.

3.5 The Subscriber has received this Agreement and the other Offering Documents including the Stockholders Agreements. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by the Companies or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with the Companies and their business to evaluate the merits and risks of an investment, to make an informed investment decision, and to protect Subscriber’s own interests in connection with the Purchase.

3.6 The Subscriber understands that the Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Shares. The Subscriber has read, reviewed and understood the risk factors set forth in the Offering Documents.

3.7 The Subscriber understands that any forecasts or predictions as to the Companies’ performance are based on estimates, assumptions, and forecasts that the Companies believe to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts.

3.8 The Subscriber is able to bear the economic risk of this investment and, without limiting the generality of the foregoing, is able to hold this investment for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in the Companies.

3.9 The Subscriber has had an opportunity to ask questions of the Companies or anyone acting on their behalf and to receive answers concerning the terms of this Agreement, the other Offering Documents, and the Shares, as well as about the Companies and their businesses generally, and to obtain any additional information that the Companies possess or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber.

3.10 The Subscriber agrees to provide any additional documentation the Companies may reasonably request, including documentation as may be required by the Companies to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or as may be required by the securities administrators or regulators of any state or other jurisdiction, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits.

3.11 The Subscriber understands that neither the United States Securities and Exchange Commission (“SEC”) or any other state or federal authority has reviewed this Agreement, the other Offering Documents or the Shares offered pursuant hereto, and that no governmental authority has made any finding or determination relating to the fairness or suitability for investment of the Shares, or has recommended or endorsed the Shares, and that the Shares have not been registered or qualified under the Securities Act or any state securities laws, in reliance upon exemptions from registration thereunder.

3.12 The Subscriber is subscribing for and purchasing the Shares without being furnished any offering literature, other than this Agreement and the other Offering Documents and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from the Companies in writing, and without receiving any representations or warranties from the Companies or their agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or Subscriber’s advisors.

3.13 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, email address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to the Companies. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction.

3.14 The Subscriber is subscribing for and purchasing the Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution, subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any Person to sell, transfer or pledge any part of the Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Shares, and the Subscriber has no plans to enter into any such agreement or arrangement.

3.15 The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber represents and warrants that the Shares upon issuance to Subscriber will free and clear of all liens and encumbrances created by or suffered by the Subscriber with respect to Subscriber’s property other than the restrictions on transfer and other restrictive covenants set forth in this Agreement and the other Offering Documents including the Shareholders Agreements or under applicable securities laws The Subscriber confirms that the consummation of the transactions envisioned herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence.

3.16 The Subscriber represents and warrants that none of the “Bad Actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) of Regulation D (each, a “Disqualification Event”), including (a) criminal convictions occurring in the last ten (10) years or court injunctions or restraining orders issued in the last five (5) years in connection with the purchase or sale of a security or a false filing with the SEC, (b) currently effective SEC disciplinary orders relating to brokers, dealers, municipal securities dealers, investment companies and investment advisors, (c) SEC cease-and-desist orders arising out of any knowing anti-fraud violation or violation of Section 5 of the Securities Act, (d) currently effective suspension or expulsion from membership in a self-regulatory organization, (e) SEC stop orders and orders suspending an exemption under Regulation A of the Securities Act issued in the last five (5) years and (f) final orders from state securities, insurance, banking, savings associations or credit union regulators or federal banking agencies, the Commodity Futures Trading Commission or the National Credit Union Administration barring association with a regulated entity, engagement in the business of securities, insurance or banking, engagement in savings association or credit union activities or, if issued in the last ten (10) years, which are based on fraudulent, manipulative or deceptive conduct, is applicable to the Subscriber or any of such Subscriber’s Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) of the Act is applicable. For purposes of this Section 3.16, a “Rule 506(d) Related Party” means, with respect to any Subscriber, a Person that is a beneficial owner of the Subscriber’s securities for purposes of Rule 506(d) of the Securities Act. The Subscriber represents and warrants that the information provided in response to the Questionnaire remains complete and accurate as of the date hereof and may be relied on by the Companies.

3.17 The Subscriber represents and warrants that the Subscriber understands: (i) the Preferred Shares will be issued as a unit and may not be transferred separately except (A) after a Liquidity Event (as defined) with respect to either of the Companies or (B) with the permission of the Companies in their sole and absolute discretion; and (ii) the Certificates of Designation and the Shareholders Agreements impose substantial restrictions on transfer of the Shares and obligations with respect to the transfer of the Shares.

3.18 The Companies’ intent is to comply with all applicable federal, state and local laws (A) designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”) and (B) with respect to ownership disclosure and disclosure of direct and indirect ownership by U.S. Persons and non-U.S. Persons, including the United States Transparency Act (“USTA”). The Subscriber hereby represents, covenants, and agrees that, to the best of the Subscriber’s knowledge based on reasonable investigation:

(a) None of the Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations.

(b) To the extent within the Subscriber’s control, none of the Subscriber’s funds tendered for the Purchase Price will cause the Companies or any of their personnel or affiliates to be in violation of federal anti-money laundering laws, including the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder.

(c) When requested by the Companies, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the Companies may release confidential information about the Subscriber and, if applicable, any underlying beneficial owner or Related Person to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. The Companies reserve the right to request any information as is necessary to verify the identity of the Subscriber, the direct and indirect ownership of the Subscriber, and the source of any payment to the Companies. In the event of delay or failure by the Subscriber to produce any information required for verification purposes, the subscription by the Subscriber may be refused.

(d)Neither the Subscriber, nor any Person controlled by, controlling or under common control with the Subscriber, any of the Subscriber’s beneficial owners, any Person for whom the Subscriber is acting as agent or nominee in connection with this investment nor, in the case of a Subscriber which is an entity, any Related Person is:

(i) a Prohibited Investor;

(ii) a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;

(iii) a person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or Bank without a physical presence in any country, but does not include a regulated affiliate; 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.

(iv) a person or entity who gives Subscriber reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell Bank, an “offshore bank,” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction.

(e) For purposes of this Section 3.18, the following terms have the following meanings:

"Close Associate of a Senior Foreign Political Figure” means a person who is widely and publicly known internationally to maintain an unusually close relationship with the Senior Foreign Political Figure.

Foreign Bank” shall mean an organization that (i) is organized under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits, but does not include the U.S. branches or agencies of a foreign bank.

Foreign Shell Bank” means a Foreign Bank without a presence in any country.

Non-Cooperative Jurisdiction” shall mean any foreign country that has been designated as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Task Force on Money Laundering, of which the U.S. is a member and with which designation the U.S. representative to the group or organization continues to concur.

Prohibited Investor” shall mean a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Companies in connection therewith.

Related Person” means, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity, the term “Related Person” shall exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such plan.

Senior Foreign Political Figure” means a senior official in the executive, legislative, administrative, military or judicial 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.

(f) The Subscriber hereby agrees to immediately notify the Companies if the Subscriber knows, or has reason to suspect, that any of the representations in this Section 3.18 have become incorrect or if there is any change in the information affecting these representations and covenants.

(g) The Subscriber agrees that, if at any time it is discovered that any of the foregoing anti- money laundering representations are incorrect, or if otherwise required by applicable laws or regulations, the Companies may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to segregation and/or redemption of the Subscriber’s interest in the Shares.

3.19 By checking the applicable box, the Subscriber represents and warrants that the Subscriber is either:

(a) Purchasing the Shares with funds that constitute the assets one or more of the following:
(b)

3.20 The Subscriber further represents and warrants that neither Subscriber nor any of its affiliates (a) have discretionary authority or control with respect to any of the assets of the Companies or (b) provide investment advice for a fee (direct or indirect) with respect to any of the assets of the Companies. For this purpose, an “affiliate” includes any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Person and “control” with respect to a Person other than a natural Person means the power to exercise a controlling influence over the management or policies of such Person.

3.21The Subscriber confirms that the Subscriber has been advised to consult with the Subscriber’s independent attorney regarding legal matters concerning the Companies and to consult with independent tax advisers regarding the tax consequences of investing in the Companies. The Subscriber acknowledges that Subscriber understands that any anticipated United States federal or state income tax benefits may be adversely affected through adoption of new laws or regulations or amendments to existing laws or regulations. The Subscriber acknowledges and agrees that neither of the Companies is providing any warranty or assurance regarding the availability of any tax benefits to the Subscriber by reason of the Purchase

3.22 The Subscriber further represents and warrants that the Subscriber will complete an IRS Form W-9 or the appropriate Form W-8, which should be returned directly to us via the Portal. The Subscriber certifies that the information contained in the executed copy (or copies) of IRS Form W-9 or appropriate IRS Form W-8 (and any accompanying required documentation), as applicable, when submitted to us will be true, correct and complete. The Subscriber shall (i) promptly inform us of any change in such information, and; (ii) furnish to us a new properly completed and executed form, certificate or attachment, as applicable, as may be required under the Internal Revenue Service instructions to such forms, the Code or any applicable Treasury Regulations or as may be requested from time to time by us.

3.23 The Subscriber acknowledges and agrees that the purchase and sale of the Shares pursuant to this Agreement is an arms-length transaction between Subscriber and the Companies. In connection with the purchase and sale of the Shares, neither of the Companies is acting as your agent or fiduciary and neither of the Companies assumes any advisory or fiduciary responsibility to you in connection with your purchase of the Shares. The Companies have not provided you with any legal, accounting, regulatory or tax advice with respect to the Shares, and you have consulted your own respective legal, accounting, regulatory, and tax advisors to the extent you have deemed appropriate.

3.24 In the event that you file or enter bankruptcy, insolvency or other similar proceeding, you agree to use the best efforts possible to avoid the Companies being named as a party or otherwise involved in the bankruptcy proceeding. Furthermore, this Agreement should be interpreted so as to prevent, to the maximum extent permitted by applicable law, any bankruptcy trustee, receiver or debtor-in-possession from asserting, requiring or seeking that (i) you be allowed by the Companies to return the Shares to the Companies for a refund or (ii) the Companies be mandated or ordered to redeem or withdraw Shares held or owned by you.

Section 4. Miscellaneous Provisions.

4.1 All issues and questions concerning the application, construction, validity, interpretation, and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

4.2 All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber in the records of the Companies (or that you submitted to us via the Portal). You shall send all notices or other communications required to be given hereunder to the Companies via email at investments@laundryshare.com (with a copy to be sent concurrently via prepaid certified mail to: Laundryshare, Inc., 590 Morgan Street, N.E., Atlanta, Georgia 30308 Attention: Investor Relations.

Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in either the State of Delaware or the State of Georgia are legally closed for business.

4.3 This Agreement, or the rights, obligations or interests of the Subscriber hereunder, may not be assigned, transferred or delegated without the prior written consent of the Companies. Any such assignment, transfer or delegation in violation of this Section shall be null and void.

4.4 The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this Agreement.

4.5 Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto.

4.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

4.7 This Agreement (including the exhibits and schedules attached hereto) and the documents referred to herein, including the Shares, constitute the entire agreement among the parties and shall constitute the sole documents setting forth terms and conditions of the Subscriber’s contractual relationship with the Companies with regard to the matters set forth herein. This Agreement supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between us.

4.8 This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of an electronic, photographic or similar reproduction of such signed writing using any Electronic Transmission (including delivery of pdf or jpg or tiff files) or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign. com) shall be treated in all manner and respects as an original signature, agreement, and instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of either of the Companies, the Subscriber shall re-execute original forms thereof and deliver them to the Companies.  Subject to applicable law, no Subscriber shall raise the use of e‑mail or other electronic transmission to deliver a signature or agreement or the fact that any signature or agreement or instrument was transmitted or communicated through the use of e‑mail or other electronic transmission as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

4.9 For purposes of this Agreement: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. The definitions given for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word “Person” means any natural person or any entity. Underscored references to articles, sections, clauses, exhibits, or schedules refer to those portions of this Agreement, and any underscored reference to a clause, unless otherwise identified, refers to the appropriate clause within the same provision in which the reference occurs. Titles or captions to articles, sections, clauses, exhibits, or schedules contained in this Agreement are inserted only as a matter of convenience and for reference. Such titles and captions in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provision hereof. Unless the context otherwise requires, references herein: (x) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (y) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits and Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

4.10 The parties acknowledge that there are no third party beneficiaries of this Agreement, except for any affiliates of either of the Companies that may be involved in the issuance or servicing of Shares including through any Portal, which the parties expressly agree shall be third party beneficiaries hereof.

Section 5. Consent to Electronic Delivery of Company Documents. The Subscriber hereby agrees that the Companies may deliver all notices, financial statements, valuations, reports, reviews, analyses or other materials, and any and all other documents, information and communications concerning the affairs of the Companies and its activities, including, without limitation, information about the investment, required or permitted to be provided to the Subscriber under this Agreement, the other Offering Documents or with respect the Shares by means e-mail or by posting on an electronic message board or by other means of electronic communication, including any Portal Because the Companies intend to operate principally on the Internet, you are required, to the maximum extent permitted by applicable law, to consent to transact business with us online and electronically. By entering into this Agreement, you consent to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating in any way to your or our rights, obligations or services under this Agreement, the other Offering Documents or with respect the Shares (each, a “Disclosure”). This document informs you of your rights concerning Disclosures.

(a) Scope of Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate.

(b) Consenting to Do Business Electronically. Before you decide to do business electronically with us, you should consider whether you have the required hardware and software capabilities described below.

(c) Hardware and Software Requirements. In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions; and hardware capable of running the applicable software.

(d) How to Contact Us Regarding Electronic Disclosures. You can contact us via email at investments@laundryshare.com. You may also reach us in writing at the following address: Laundryshare, Inc., 590 Morgan Street, N.E., Atlanta, Georgia 30308, Attention: Investor Support. You agree to keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered e-mail address changes, you must notify us of the change by sending an email to investments@laundryshare.com. You also agree to update your registered residence address and telephone number if they change, including through any Portal we maintain. You will print a copy of this Agreement for your records, and you agree and acknowledge that you can access, receive, and retain all Disclosures electronically sent via email or posted on any Portal.

Section 6. Consent to Electronic Delivery of Tax

(a) Delivery of Tax Documents. Please read this disclosure about how we will provide certain documents that we are required by the Internal Revenue Service (the “IRS”) to send to you (“Tax Documents”) in connection with your Shares. A Tax Document provides important information you need to complete your tax returns. Tax Documents may include Form 1099. Occasionally, we are required to send you CORRECTED Tax Documents. Additionally, we may include inserts with your Tax Documents. We are required to send Tax Documents to you in writing, which means in paper form. When you consent to electronic delivery of your Tax Documents, you will be consenting to delivery of Tax Documents, including these corrected Tax Documents and inserts, electronically instead of in paper form.

(b) Agreement to Receive Tax Documents Electronically. By executing this Agreement, you are consenting in the affirmative that we may send Tax Documents to you electronically, and acknowledging that you may be able to access Tax Documents from the Portal. If you subsequently withdraw consent to receive Tax Documents electronically, a paper copy will be Your consent to receive the Tax Documents electronically continues for every tax year until you withdraw your consent.

(c) How We Will Notify You That a Tax Document is Available. If we make your Tax Documents available electronically, you will receive an electronic notification via email when your Tax Documents are ready for access on through the Portal. If we make your Tax Documents available through a Portal, they will be maintained on the Portal through at least October 15 of the applicable tax year, at a minimum, should you ever need to access them again.

(d) Your Option to Receive Paper Copies. To obtain a paper copy of your Tax Documents, you can print one by visiting the Portal. You can also contact us at investments@laundryshare.com and request a paper copy.

(e) Withdrawal of Consent to Receive Electronic Notices. You can withdraw your consent before the Tax Document is furnished by mailing a letter or sending us an email including your name, mailing address, effective tax year, and indicating your intent to withdraw consent to the electronic delivery of Tax Documents to: Laundryshare, Inc. Attention: Investor Support, 590 Morgan Street, N.E., Atlanta, Georgia 30308. If you withdraw consent to receive Tax Documents electronically, a paper copy will be provided, and you will be charged for expenses incurred in creating and delivering such paper copies. Your consent to receive the Tax Documents electronically continues for every tax year until you withdraw your consent.

(f) Termination of Electronic Delivery of Tax We may terminate your request for electronic delivery of Tax Documents without your withdrawal of consent in writing in the following instances:

• You don’t have a password for the Portal.

• Your electronic access is terminated

• Your role or authority on behalf of a Subscriber is changed in a manner that no longer allows you to consent to electronic delivery

• We received three consecutive email notifications that indicate your email address is no longer valid

• We cancel the electronic delivery of Tax Documents

(g) You Must Keep Your E-mail Address Current With Us. You must promptly notify us of a change of your email address. If your mailing address, email address, telephone number or other contact information changes, you may also provide updated information by contacting us at investments@laundryshare.com.

(h) Hardware and Software Requirements. In order to access and retain Tax Documents electronically, you must satisfy the computer hardware and software requirements as set forth above in Section 9(c) of this Agreement. You will also need a printer if you wish to print Tax Documents on paper, and electronic storage if you wish to download and save Tax Documents to your computer.

Section 7. Limitations on Damages. In no event shall the Companies be liable to the Subscriber for any lost profits or special, consequential or punitive damages, even if informed of the possibility of such damages. The foregoing shall be interpreted and have effect to the maximum extent permitted by applicable law, rule or regulation.

Section 8. Waiver of Jury Rights. Each party hereto hereby acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement the Shares or the transactions contemplated hereby, including claims under federal and state securities laws.

Section 9. Payment of Legal Fees and Costs. In the event that the Subscriber (i) initiates or asserts any suit, legal action, claim, counterclaim or proceeding regarding, relating to or arising under, or to interpret this Agreement, the Shares or the Companies, including claims under the U.S. federal securities laws (a “Claim”), and (ii) does not, in a final non-appealable judgment on the merits, substantially achieve, in substance and amount, the full remedy sought, then the Subscriber shall be obligated to reimburse the Companies and any parties indemnified by the Companies for any and all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees, the costs of investigating a claim and other litigation expenses) that the Companies and any parties indemnified by the Companies may incur in connection with such Claim.

Section 10. Choice of Venue. The parties hereby agree that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort, or otherwise, shall be brought in the US District Court for the District of Delaware or in the Court of Chancery of the State of Delaware (or, if such court lacks subject-matter jurisdiction, in the Superior Court of the State of Delaware), so long as one of such courts shall have subject-matter jurisdiction over such suit, action, or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient form. Service of process, summons, notice or other document by registered mail to the last known address of a Subscriber as reflected on the books and records of the Company shall be effective service of process for any suit, action or other proceeding brought in any such court.

Section 11. No Waiver of By agreeing to be subject to the dispute resolution provisions contained in this Agreement, Subscribers will not be deemed to waive compliance by the Companies with the federal securities laws and the rules and regulations promulgated thereunder.

Section 12. Verification of Accredited Investor Status. The Companies may either engage an independent third-party verification provider to perform verifications of a Subscriber’s status as an Accredited Investor or undertake to perform such verification itself. We or such independent third-party verification provider may contact you directly, and you must promptly work with the verification provider to complete the verification process. If we use third-party verification, the cost of such verification will be paid by each Subscriber.

Section 13. Authority. By executing this Agreement, you expressly acknowledge that you have reviewed this Agreement and the Offering Documents for this particular subscription.


IN WITNESS WHEREOF, the Subscriber, or its duly authorized representative(s), hereby acknowledges that it has read and understood the risk factors set forth in the Offering Documents, and has hereby executed and delivered this Agreement, and executed and delivered herewith the Purchase Price, as of the date set forth above.

THE SUBSCRIBER:
Address of Subscriber:
Address of Subscriber:
City
State/Province
Zip/Postal
Country

*Subscriber receives an equal number of shares in each company.

 


AGREED AND ACCEPTED BY
Laundryshare, Inc.

By:

 

_______________________________________

Name: Benjamin Todd Belveal
Title: President and Chief Executive Officer

Laundryshare, Inc.
590 Morgan Street, N.E.
Atlanta, Georgia 30308
Email: investments@laundryshare.com
Telephone: 937-439-4400

LS Technologies, Inc.

By:       

_______________________________________

Name: Benjamin Todd Belveal
Title: President and Chief Executive Officer

LS Technologies, Inc.
c/o Laundryshare, Inc.
590 Morgan Street, N.E.
Atlanta, Georgia 30308
Email c/o: investments@laundryshare.com
Telephone: 937-439-4400