SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT (this “Agreement”) dated [December] 6, 2024 by and between 4Leaf Services Inc., a company incorporated under the law of the State of Nevada (the “Company”), and the subscriber (the “Subscriber”) identified on the signature page hereto.

WHEREAS, the Company and the Subscriber are executing and delivering this Agreement in reliance upon exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D (“Regulation D”), promulgated by the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act;

WHEREAS, the Company is offering (the “Offering”) a maximum of one million five hundred thousand U.S. Dollars ($1,500,000) (the “Maximum Amount”) of its units (the “Units”) (equal to a maximum of 100,000 Units), each unit consisting of one share of the Company’s Series B Senior 8% Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), and one warrant (“Warrant”) exercisable for one share of the Company’s common stock, par value $0.001 per share (“Common Stock”, and together with the Units the “Securities”);

WHEREAS, the Company may offer and sell Units to investors at a price of $15 per Unit (the “Offering Price”) through its officers, directors and/or one or more selling agents (the “Selling Agents”);

WHEREAS, the minimum investment in the Units per Subscriber is 500 Units or $7,500.00;

WHEREAS, each Warrant shall be exercisable for a period of five years from the date of issue (“Issuance Date”), at exercise price equal to 125% of the price at which shares of Common Stock (or units consisting of Common Stock and warrants to purchase Common Stock) are offered in an public offering, and listing for trading on a national securities exchange (the “Liquidity Event”);

WHEREAS, the Offering shall be conducted until the earlier of (i) the sale of the Maximum Amount, with an option to increase the Offering amount at the Company’s sole discretion and without notice to the Subscriber or (ii) the date on which the Company shall determine to terminate the Offering (the “Termination Date”), with an option to extend the Offering period for two additional 45-day periods at the Company’s sole discretion and without notice to the Subscriber;

WHEREAS, the Units will be sold only to Subscribers who are “accredited investors” (as such term is defined in Rule 501(a) of Regulation D of the Securities Act) pursuant to Rule 506(c) of Regulation D;

WHEREAS, neither the Units nor the shares of Common Stock issuable upon exercise of the Warrants forming part of the Units have been or will be registered under the Securities Act and will therefore constitute “restricted securities” within the meaning of Rule 144 thereunder and subject to significant restrictions upon the sale or transfer as set forth there in and therein;

WHEREAS, the Company may, upon acceptance of subscriptions for $_______ (the “Minimum Amount”), effect an initial closing (the “Initial Closing”, and the date on which the Initial Closing occurs the “Initial Closing Date”) and effect additional closings of the Offering (each a “Closing”) prior to the Termination Date on such dates at the discretion of the Company (each a “Closing Date”);

WHEREAS, the Subscriber desires to purchase from the Company and the Company desires to sell to the Subscriber, the number of Units set forth on the first page of this Agreement and on the signature page hereto on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and the Subscriber hereby agree as follows:

1. Subscription.

(a) The Subscriber hereby subscribes for and agrees to purchase the __________ Units at the Offering Price, equal to the amount subscribed (the “Subscription Amount”) set forth on the first page of this Agreement and on the signature page hereto.

(b) Warrants comprising the Units shall each be exercisable for one share of Common Stock upon the terms and conditions set forth in the Warrant.

(c) This Agreement will not be effective unless and until accepted by the Company by means of countersignature of its authorized officer or agent on the signature page hereto. The Company reserves the right to reject any subscription, in whole or in part, and subscriptions need not be accepted in the order received. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to sell any Securities to any person who is a resident of a jurisdiction in which such issuance would constitute a violation of the securities or other laws of such jurisdiction.

2. Suitability Information.

(a) The Subscriber acknowledges that this offering is only available to a Subscriber who qualifies as an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act who is sufficiently sophisticated in finance and business matters to evaluate an investment in the Units and is able to bear the economic risk of loss in such an investment and who has completed the Accredited Investor Certification set forth as Annex B to this Agreement affirming Subscriber’s status as an accredited investor.

(b) The Subscriber acknowledges that: (1) the Securities have not been registered under the Securities Act, the securities laws of any state of the United States of America or any other jurisdiction and, as a result, they are subject to restrictions on transfer; (2) the Subscriber must bear the economic risk of an investment in the Securities for an indefinite period of time; (3) there is no public market for the Securities and it is not anticipated that one will develop; (4) the Securities lack any liquidity and must be considered a long-term investment; (5) no federal or state agency has approved or disapproved the Securities, passed upon or endorsed the merits of the Offering, or made any finding or determination as to the fairness of the terms of this Offering; and (6) the Securities are being offered and sold in reliance upon specific exemptions from the registration requirements of federal and state securities laws and in reliance on the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of Subscriber to acquire the Securities.

3. Representations and Warranties of the Company. The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of this Agreement, the Initial Closing Date and each Closing Date thereafter, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Good Standing. The Company is a corporation duly incorporated, validly existing and in good standing under the law of the State of Nevada. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Agreement, the Securities and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b) Issuance of the Securities. When issued, the shares of Series B Preferred Stock, the Warrants and shares of Common Stock issuable upon exercise of the Warrants:

(i) will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the Securities Act and any applicable state securities laws;

have been or will be, duly and validly authorized and on the dates of issuance thereof, assuming payment therefor in conformance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable;

(ii)  will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities or debt of the Company;

(iii)  will not subject the holders thereof to personal liability by reason of being such holders; and

(iv)  will not result in a violation of the registration requirements of Section 5 of the Securities Act.

(c) Authority; Enforceability. This Agreement and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and constitute the legal, valid and binding agreements of the Company enforceable in accordance with their respective 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

(d) No Consents, Approvals, etc. Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5 hereof, no consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Company or any of its Affiliates (as defined below), or of the shareholders of the Company is required for the execution and delivery by the Company of the Transaction Documents and compliance and performance by the Company of its obligations under the Transaction Documents, including, without limitation, the issuance and sale of the Securities. The Transaction Documents and the Company’s performance of its obligations thereunder have been approved by the Company’s board of directors in accordance with the articles of incorporation, as amended, bylaws or other organizational or charter documents (the “Organizational Documents”) and applicable law. For the purposes of this Agreement, an “Affiliate” of any person or entity means any other person or entity directly or indirectly controlling, controlled by or under direct or indirect common control with such person or entity. For purposes of this definition, “control” means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

(e) Capitalization. The Company has authorized 180,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock, of which one million shares have been designated as Series B Preferred Stock pursuant to a Certificate of Designation filed by the Company with the Secretary of State of the State of Nevada on November 11, 2024. As of the date of this Agreement, 12,065,000 shares of Common Stock are issued and outstanding and no shares of Preferred Stock are issued and outstanding. Other than the 100,000 Warrants issued in the Offering and warrants issuable to any Selling Agents upon sale of Units through Selling Agents, there are no outstanding options (other than pursuant to the Company’s equity incentive plan), warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock other than the existing convertible instruments (if any). No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement or the Transaction Documents except for such, if any, as will have been validly waived before the Closing. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Subscribers and any Selling Agents) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and State Securities Laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the board of directors or others is required for the issuance and sale of the Securities, except for such approvals as have been obtained prior to Closing. There are no stockholders’ agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(f) Financial Statements. Complete copies of the Company’s financial statements, consisting of the statement of financial position of the Company as of September 30, 2024 and its fiscal year end on December 31, 2023, December 31, 2022 and December 31, 2021, and the related consolidated statements of income and cash flows for the respective periods then ended (collectively, the “Financial Statements”), have been made available to Subscriber as a part of the Private Placement Memorandum. The Financial Statements are based on the books and records of the Company and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the respective periods indicated. Fruci & Associates II, PLLC, which has audited the Financial Statements at December 31, 2022 and December 31, 2021, and for each fiscal year then ended, is an independent accounting firm within the rules and regulations adopted by the SEC.

(g) Proceeds. The Company shall use the proceeds from the issuance and sale of the Units sold in the Offering for expenses related to the Offering, to pay back any short- term advances and for general corporate purposes, including working capital, audit expenses, sales and marketing and capital expenditures. The Company reserves the right to change the above intended use of proceeds if management believes it is in the best interests of the Company.

(h) Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) to the Company’s knowledge, against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

(i) Investment Company Act. Neither the Company nor any Affiliate of the Company is or, after giving effect to the offer and sale of the Securities pursuant to this Agreement and the application of the proceeds therefrom will be required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended.

(j) Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

(k) No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any securities of the Company nor solicited any offers to buy any securities of the Company under circumstances that would cause the offer of the Securities pursuant to this Agreement to be integrated purposes of the Securities Act with any prior offerings of securities by the Company. No prior or subsequent offering will impair the exemptions from registration under the Securities Act relied upon in this Offering.

(l) Securities Filings. Except for the filing with the Commission of a Form D adopted by the Commission as 17 C.F.R. § 239.500 under the Securities Act (“Form D”) and other than as may be required under applicable state securities or “Blue Sky” laws, no authorization, approval, consent, order, registration, certification, license or permit of any court or governmental agency or body, is required for the valid authorization, issuance, sale and delivery of the Securities, subject to compliance by the Subscriber with regulations regarding an offering to “accredited investors” under Regulation D.

(m) No Regulation D Disqualifications. The Company is not disqualified from the exemption from registration under the Securities Act under Rule 506 of Regulation D by virtue of the disqualifications contained in Rule 506(d), or the exemption under Regulation D by virtue of the disqualifications contained in Rule 507.

(n) No Dividend Payments. The Company has not (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, or entered into any transaction other than in the ordinary course of business, nor (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

(o) No “Bad Actor” Disqualification. The Company has exercised reasonable care to determine whether any Company Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Securities Act (“Disqualification Events”). To the Company’s knowledge, no Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent required, with any disclosure obligations under Rule 506(e) under the Securities Act. For purposes of this Agreement, “Company Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act; provided, however, that Company Covered Persons do not include (a) the Subscriber, or (b) any person or entity that is deemed to be an affiliated issuer of the Company solely as a result of the relationship between the Company and the Subscriber. 

(d) Advisors. The Subscriber is not relying on the Company, its directors, officers, representatives, attorneys or agents with respect to the legal, tax and other economic considerations of the Subscriber relating to an investment in the Securities or the evaluation of the Offering. The Subscriber has sought appropriate legal, investment and tax advice regarding the Offering and an investment in the Securities if deemed desirable and understands that an investment in the Securities is highly speculative and involves a substantial risk of total loss of investment. In regard to such consideration, the Subscriber has relied on the advice of, or has consulted with, only the Subscriber’s own advisors. The Subscriber has carefully considered and has, to the extent it believes necessary, discussed with legal, tax, accounting and financial advisors the suitability of an investment in the Company in the light of its particular tax and financial situation and has determined that the Securities being subscribed for hereunder is a suitable investment for the Subscriber.

(e) Legal Capacity.

(i)  If the Subscriber is a natural person, the Subscriber has the legal capacity to execute, deliver and perform his or her obligations under this Agreement, and his or her execution and delivery hereof and thereof and performance of his or her obligations hereunder and thereunder require no action by or in respect of, or filing with, any governmental body, agency or official (except as disclosed in writing to the Company), and do not and will not result in a breach of any of the terms, conditions or provisions of; or constituted a default under, any provision of any trust agreement, indenture, mortgage, deed of trust, credit, note or evidence of indebtedness, or any lease or other agreement, or any license, permit, franchise or certificate, regulation, law order, writ, injunction, order or decree to which the Subscriber is subject. This Agreement has been executed and delivered by the Subscriber and constitutes the legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms.

(ii)  If the Subscriber is a corporation, limited liability company, partnership, trust or other entity, it is duly organized, validity existing and in good standing under the laws of its jurisdiction of organization and the execution, delivery and performance by it of this Agreement require no action by or in respect of, or filing with, any governmental body, agency or official (except as disclosed in writing to the Company and except for any securities notice filings made by the Company in connection with the Offering), and do not and will not result in a breach of any of the terms, conditions or provisions of any charter, bylaws, trust agreement, limited liability agreement, operating agreement, organizational document, indenture, mortgage, deed of trust, credit, note or evidence of indebtedness, or any lease or other agreement, or any license, permit, franchise or certificate, regulation, law, order, writ, injunction, order or decree to which the Subscriber is subject; the Subscriber is authorized and qualified to become a shareholder in, and authorized to make its capital contribution to, the Company and otherwise to comply with its obligations under this Agreement; the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so; and this Agreement has been duly executed and delivered on behalf of the Subscriber and constitutes the valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms. The Subscriber hereby agrees, upon request of the Company, to deliver any document, including an opinion of counsel to the Subscriber, evidencing the existence of the Subscriber, the legality of an investment by it in the Company and the authority of any person executing any documents relating to the Company on behalf of the Subscriber.

(f) OFAC Compliance. The Subscriber represents and warrants that the Subscriber is aware of applicable anti-money laundering laws and regulations, including the requirements of the USA PATRIOT Act of 2001 and the regulations administered by the U.S. Department of Treasury's Office of Foreign Assets Control (collectively, the "anti- money laundering/OFAC laws"). The Subscriber represents to the Company that, the Subscriber and its Related Persons are not individuals, entities or countries that may subject the Company to criminal or civil violations of any anti-money laundering/OFAC laws. For purposes of this subsection, (i) "Related Person" means a person who is related to the investor as a sibling, spouse or former spouse, or is a direct lineal descendant or ancestor by birth or adoption of the investor, or is a spouse of such descendant or ancestor, provided that, in the case of a Family Company, a Related Person includes any owner of the Family Company and any person who is a Related Person of such an owner, and (ii) "Family Company" means a company, partnership or trust that owns not less than $5,000,000 in "investments" and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons.

(g) Accredited Investor Status. The Subscriber is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by the Commission under the Securities Act. The Subscriber agrees to furnish to the Company such documentation and other information as the Company may require and request of the Subscriber to verify the status of the Subscriber as an “accredited investor”, including, without limitation, the documents and information applicable to the Subscriber set forth in Rule 506(c)(2)(ii)(A), (B) and (C).

(h) Restricted Securities. Subscriber understands that the Securities have not been registered under the Securities Act or any applicable securities laws of any state of the United States and therefore constitute “restricted securities” as defined in Rule 144(a)(3) and that, accordingly, the Subscriber may not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Securities unless pursuant to an effective registration statement under the Securities Act, or unless an exemption from registration is available.

(i) Restrictive Legend. The Securities shall bear the following or a similar legend:

“THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND REASONABLY APPROVED BY THE COMPANY), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

(j) No Disqualifying Events. The Subscriber: (i) if a natural person, represents on its behalf or (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock corporation or other entity, represents on its behalf and the behalf of its officers, directors and principal stockholders, connected with the Subscriber at the time of this Subscription Agreement, that it is not subject to any Disqualification Events, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).

(k) Subsequent Financings. The Subscriber acknowledges that the Company may raise further debt or equity financings (or securities convertible or exchangeable into or exercisable for debt or equity securities of the Company, including the proposed Crowdfunding. The Subscriber acknowledges that such other financings may dilute the Subscriber’s investment in the Company.

(l) Correctness of Representations and Warranties. Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless Subscriber otherwise notifies the Company in writing prior to the Closing Date, shall be true and correct as of the Closing Date.

(m) Valuation. Subscriber acknowledges that the price of the Securities to be sold in this offering was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Subscriber further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that Subscriber’s investment will bear a lower valuation.

(n) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address provided with Subscribers subscription.

(o) Foreign Subscribers. If Subscriber is not a “United States person” (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of Subscriber’s jurisdiction.

(p) Survival. The foregoing representations and warranties shall survive for a period of one year following the final Closing Date.

5. Indemnity. The representations, warranties and covenants made by Subscriber herein shall survive the closing of this Agreement. Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act of 1934, as amended, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by Subscriber to comply with any covenant or agreement made by Subscriber herein or in any other document furnished by Subscriber to any of the foregoing in connection with this transaction.

6. Form D and “Blue Sky” Filings. The Company agrees to file a Form D with the Commission relating to the offer and sale of the Securities as required under Regulation D. The Company shall take such action as the Company shall reasonably determine is necessary to qualify the Securities or obtain an exemption therefor for sale to the Subscriber at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States and foreign jurisdictions, as applicable.

7. Conditions to Company’s Obligations at Closing. The Company’s obligation to complete the sale and issuance of the Securities and deliver the Securities at each Closing shall be subject to the following conditions to the extent not waived by the Company:

(a)  Receipt of Payment. The Company shall have received payment, by certified or other bank check or by wire transfer of immediately available funds, in the full amount of the Purchase Price for the Units being purchased by such Subscriber at such Closing.

(b)  Representations and Warranties. The representations and warranties made by the Subscriber in Section 4 hereof shall be true and correct in all material respects as of, and as if made on, the date of this Agreement and as of such Closing Date with the same force and effect as if they had been made on and as of said date (except in each case to the extent any such representation and warranty is qualified by materiality, in which case,

such representation and warranty shall be true and correct in all respects as so qualified). The Subscriber shall have performed in all material respects all obligations and covenants herein required to be performed by them on or prior to such Closing Date.

(c) Receipt of Executed Documents. The Subscriber shall have executed and delivered to the Company an executed Subscription Agreement, Accredited Investor Certification (if applicable) and the Purchaser Questionnaire, set forth in the Annexures to this Agreement.

(d)  Verification of Accredited Investor Status. The Company shall have received all information from the Subscriber as the Company shall have requested from the Subscriber pursuant to Section 4(g) of this Agreement and shall have, in its sole discretion, verified the status of the Subscriber as an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated by the Commission under the Securities Act.

(e)  No Judgments. No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby.

8. Conditions to Subscriber’s Obligations at Closing. The Subscriber’s obligation to accept delivery of the Securities and to pay for the Securities at each Closing shall be subject to the following conditions:

(a)  Representations and Warranties. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to material adverse effect, in which case, such representation and warranty shall be true and correct in all respects as so qualified) as of, and as if made on, the date of this Agreement and as of such Closing Date with the same force and effect as if they had been made on and as of said date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and in all material respects correct as of such earlier date (except in each case to the extent any such representation and warranty is qualified by materiality or reference to material adverse effect, in which case, such representation and warranty shall be true and correct in all respects as so qualified). The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to such Closing Date.

(b)  Judgments. No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby.

(c) Consents. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation by the Company of the purchase and sale of the Securities and the transactions contemplated hereby or under the Transaction Documents, all of which shall be in full force and effect.

(d)  Officer’s Certificate. The Subscriber shall have received a certificate, executed on its behalf by an appropriate officer of the Company, dated as of the applicable Closing Date, to the foregoing effect.

(e)  Secretary’s Certificate. The Company shall have delivered to the Subscriber a certificate, executed on its behalf by an appropriate officer, of the Company dated as of the Closing Date, certifying the resolutions adopted by its Board of Directors approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Securities, certifying the current versions of its Organizational Documents, certifying as to the good standing of the Company in the jurisdiction of its organization and in jurisdictions authorized to conduct business, and certifying as to the signatures and authority of persons signing this Agreement on behalf of the Company. The foregoing certificate shall only be required to be delivered in connection with the Initial Closing, unless any information contained in the certificate has changed.

9. Governing Law. This Agreement shall be governed and construed in accordance with the law of the State of New York.

10. Jurisdiction. Each of Subscriber and the Company consents to the jurisdiction of the courts of the State of New York and of the United States of America, in each case, sitting in the county and city of New York and irrevocably agrees that all actions or proceedings relating to this Agreement may be litigated in such courts. Each of subscribers and the Company accepts for itself and in connection with its respective properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each of Subscriber and the Company further irrevocably consents to the service of process out of any of the aforementioned courts in the manner and in the address specified in Section 12 of this Agreement and the signature page of this agreement. however, nothing in this paragraph shall be construed to be applicable to any action arising under the federal securities laws.

11. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. BY AGREEING TO THIS PROVISION, EACH SUBSCRIBER WILL NOT BE DEEMED TO HAVE WAIVED THE COMPANY’S COMPLIANCE WITH U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

12. Notices. Notice, requests, demands and other communications relating to this Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled on the date of such delivery as follows:

If to the Company, to:

4Leaf Services Inc.
2150 South 1300 East, Suite 360 Salt Lake City, UT 84106 Attention: Mr. Keith Merrell

Chief Financial Officer E-mail: keith.merrell@wlpcorp.com

with a copy to
(which shall not constitute notice):

Lucosky Brookman LLP
101 Wood Avenue South, 5th Floor Woodbridge, NJ 08830
Attention: Lawrence Metelitsa, Esq. E-mail: lmetelistsa@lucbro.com

If to Subscriber, at Subscriber’s address supplied in connection with this subscription, or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by email shall be confirmed by letter given in accordance with (a) or (b) above.

13. Amendments/Waivers. This Agreement may be amended only by a writing signed by the Company and the Subscriber. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. No act, delay or omission on the part of either party will be deemed a waiver unless expressly made in writing

14. Counterparts. This Agreement may be executed in counterparts including by signature in portable document format (.pdf) or other electronic record or facsimile format, each of which is deemed an original but all of which constitute one and the same instrument.

15. Entire Agreement. This Agreement is the entire agreement of the parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to the subject matter hereof.

16. Severability. If any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

17. Expenses. Each party shall bear its own expenses incurred with respect to this Agreement, the documents referred to herein and the transactions contemplated hereby and thereby.

18. Third-Party Beneficiary. This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns.

19. Assignments. This Agreement may not be assigned, pledged or otherwise transferred, whether by operation of law or otherwise, without the prior written consent of each of the other parties hereto.

20. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

How to subscribe for Securities in the private offering of 4Leaf Services Inc.:

1. Date and fill in the dollar amount of Securities being purchased and complete and sign the Signature Page.
2. Initial the Accredited Investor Certification in the appropriate place or places.
3. Complete and sign the Purchaser Questionnaire.
4. Complete and sign the Anti Money Laundering Information Form.
5. If you are paying the Purchase Price by wire transfer, you should send a wire transfer for the exact dollar amount of the Purchase Price for the Securities you are purchasing according to the following instructions:

Bank Name: Key Bank

Address of Bank: 290 South 1300 East
Salt Lake City, UT 84101 

Account Name: 4Leaf Services, Inc.
ABA Number: 124000737
Account (DDA) Number: 448622617026

Reference:Private Placement

COUNTERPART SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned has executed this Subscription Agreement as of the date indicated

Amount Subscribed: _______ Units (minimum 500 Units) Date:________

INDIVIDUALS SIGN BELOW:

Subscriber’s Signature

Print Subscriber’s Name

Social Security No.

Joint Subscriber’s Signature*

Print Joint Subscriber’s Name

Social Security No.

 (*If Securities are to be owned jointly, both Subscribers must sign)

ENTITY OR PERMITTED TRUST: 

Name of Entity or Trust:

By:

Name: Title:

Taxpayer Identification Number:

ALL SUBSCRIBERS COMPLETE THE ADDRESS SECTION 

Principal Residence Address:

Mailing Address, if different from Residence Address:

Subscription Accepted on___________________. 

4LEAF SERVICES INC.

By: ____________________________________

Name: 

Title: