Subscription Agreement

Clovis ai LLC

124 Lake Grove Road,

Simpsonville, SC 29690

Gentlemen:

You have informed the undersigned (the “Purchaser”) that Clovis ai, a South Carolina corporation, (the “Partnership”) wishes to raise a minimum of One Hundred Twenty Five Thousand Dollars ($125,000) and a maximum of One Million Dollars ($1,000,000) from various persons by selling up to 1,000,000 Partnership Units of ownership, $0.001 par value (the “Units”), at a price of One Dollar ($1.00) per Unit.

I have received, read, and understand the Limited Offering Memorandum dated June 30, 2022 (the “Memorandum”).  I further understand that my rights and responsibilities as a Purchaser will be governed by the terms and conditions of this Subscription Agreement, the Memorandum and the Limited Partnership Agreement of Clovis ai LLC.  I understand that you will rely on the following information to confirm that I am an “Accredited Investor”, as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”),  and that I am qualified to be a Purchaser.

This Subscription Agreement is one of a number of such subscriptions for Units.  By signing this Subscription Agreement, I offer to purchase and subscribe from the Partnership the number of Units set forth below on the terms specified herein.  The Partnership reserves the right, in its complete discretion, to reject any subscription offer or to reduce the number of Units allotted to me.  If this offer is accepted, the Partnership will execute a copy of this Subscription Agreement and return it to me. I understand that commencing on the date of this Memorandum all funds received by the Partnership in full payment of subscriptions for Units will be deposited in an Investment Holding Account. The Partnership has set a minimum offering proceeds figure of $125,000 for this Offering. The Partnership has established an Investment Holding Account with Chase, into which the minimum offering proceeds will be placed. At least 125,000 Units must be sold for $125,000 before such proceeds will be released from the holding account and utilized by the Partnership.  After the minimum number of Units are sold, all proceeds from the sale of Units will be delivered directly to the Partnership and be available for its use.

  1. Accredited Investor. I am an Accredited Investor because I qualify within one of the following categories:

Please Check The Appropriate Category

_____  $1,000,000 Net Worth.

A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000 excluding the value of the primary residence of such natural person.

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Purchaser’s Initials

_____  $200,000/$300,000 Income.

A natural person who had an individual income in excess of $200,000 (including contributions to qualified employee benefit plans) or joint income with such person’s spouse in excess of $300,000 per year in each of the two most recent years and who reasonably expects to attain the same individual or joint levels of income (including such contributions) in the current year.

_____  Director or Officer of Issuer.

Any director or executive officer of the Partnership

_____  All Equity Owners In Entity Are Accredited.

An entity, (i.e. corporation, partnership, trust, IRA, etc.) in which all of the equity owners are Accredited Investors as defined herein.

_____  Corporation.

A corporation not formed for the specific purpose of acquiring the Member Units offered, with total assets in excess of $5,000,000.

_____  Other Accredited Investor.

Any natural person or entity which qualifies as an Accredited Investor pursuant to Rule 501(a) of Regulation D promulgated under the Act; specify basis for qualification:

________________________________________________________________________

_________________________________________________________________________

  1. Representations and Warranties. I represent and warrant to the Partnership that:

(A) I (i) have adequate means of providing for my current needs and possible contingencies and I have no need for liquidity of my investment in the Units,  (ii) can bear the economic risk of losing the entire amount of my investment in Units, and  (iii) have such knowledge and experience that I am capable of evaluating the relative risks and merits of this investment; (iv) the purchase of Units is consistent, in both nature and amount, with my overall investment program and financial condition.

(B) The address set forth below is my true and correct residence, and I have no intention of becoming a resident of any other state or jurisdiction.

(C) I have not utilized the services of a “Purchaser Representative” (as defined in Regulation D promulgated under the Securities Act) because I am a sophisticated, experienced investor, capable of determining and understanding the risks and merits of this investment.

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Purchaser’s Initials

(D) I have received and read, and am familiar with the Offering Documents, including the Memorandum, Subscription Agreement, and Limited Partnership Agreement of the Partnership.  All documents, records and books pertaining to the Partnership and the Units requested by me, including all pertinent records of the Partnership, financial and otherwise, have been made available or delivered to me.

(E) I have had the opportunity to ask questions of and receive answers from the Partnership’s officers and representatives concerning the Partnership’s affairs generally and the terms and conditions of my proposed investment in the Units.

(F) I understand the risks implicit in the business of the Partnership.  Among other things, I understand that there can be no assurance that the Partnership will be successful in obtaining the funds necessary for its success.  If only a fraction of the maximum amount of the Offering is raised, the Partnership may not be able to expand as rapidly as anticipated, and proceeds from this Offering may not be sufficient for the Partnership’s long term needs.

(G) Other than as set forth in the Memorandum, no person or entity has made any representation or warranty whatsoever with respect to any matter or thing concerning the Partnership and this Offering, and I am purchasing the Units based solely upon my own investigation and evaluation.

  • I understand that no Units have been registered under the Securities Act, nor have they been registered pursuant to the provisions of the securities or other laws of applicable jurisdictions.

(I) The Units for which I subscribe are being acquired solely for my own account, for investment and are not being purchased with a view to or for their resale or distribution.  In order to induce the Partnership to sell Units to me, the Partnership will have no obligation to recognize the ownership, beneficial or otherwise, of the Units by anyone but me.

(J) I am aware of the following:

(i)The Units are a speculative investment which involves a high degree of risk; and

(ii) My investment in the Units is not readily transferable; it may not be possible for me to liquidate my investment.

(iii) The financial statements of the Partnership have merely been compiled, and have not been reviewed or audited.

(iv)There are substantial restrictions on the transferability of the Units registered under the Securities Act; and

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Purchaser’s Initials

(v) No federal or state agency has made any finding or determination as to the fairness of the Units for public investment nor any recommendation or endorsement of the Units;

(K) Except as set forth in the Memorandum, none of the following information has ever been represented, guaranteed, or warranted to me expressly or by implication, by any broker, the Partnership, or agents or employees of the foregoing, or by any other person:

(i) The appropriate or exact length of time that I will be required to hold the Units;

(ii) The percentage of profit and/or amount or type of consideration, profit, or loss to be realized, if any, as a result of an investment in the Units; or

(iii) That the past performance or experience of the Partnership, or associates, agents, affiliates, or employees of the Partnership or any other person, will in any way indicate or predict economic results in connection with the purchase of Units;

(iv)The amount of dividends or distributions that the Partnership will make;

(L) I have not distributed the Memorandum to anyone, no other person has used the Memorandum, and I have made no copies of the Memorandum; and

(M) I hereby agree to indemnify and hold harmless the Partnership, its managers, directors, and representatives from and against any and all liability, damage, cost or expense, including reasonable attorneys fees, incurred on account of or arising out of:

(i) Any inaccuracy in the declarations, representations, and warranties set forth above;

(ii) The disposition of any of the Units by me which is contrary to the foregoing declarations, representations, and warranties; and

(iii) Any action, suit or proceeding based upon  (1) the claim that said declarations, representations, or warranties were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Partnership; or (2) the disposition of any of the Units.

(N) By entering into this Subscription Agreement, I acknowledge that the Partnership is relying on the truth and accuracy of my representations.

The foregoing representation and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the delivery of the funds to the Partnership and shall survive such delivery.  If, in any respect, such representations and warranties are not true and accurate prior to delivery of the funds, I will give written notice of the fact to the Partnership, specifying which representations and warranties are not true and accurate and the reasons therefor.

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Purchaser’s Initials

  1. Transferability. I understand that I may sell or otherwise transfer my Units only if registered under the Securities Act or I provide the Partnership with an opinion of counsel acceptable to the Partnership to the effect that such sale or other transfer may be made in absence of registration under the Securities Act.  I have no right to cause the Partnership to register the Units.  Any certificates or other documents representing my Units will contain a restrictive legend reflecting this restriction, and stop transfer instructions will apply to my Units.
  1. Indemnification. I understand the meaning and legal consequences of the representations and warranties contained in Paragraph 2 hereof, and I will indemnify and hold harmless the Partnership, its officers, directors, and representatives involved in the offer or sale of the Units to me, as well as each of the managers and representatives, employees and agents and other controlling persons of each of them, from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of mine contained in this Subscription Agreement.
  1. Revocation. I will not cancel, terminate or revoke this Subscription Agreement or any agreement made by me hereunder and this Subscription Agreement shall survive my death or disability.
  1. Termination of Agreement. If this subscription is rejected by the Partnership, then this Subscription Agreement shall be null and void and of no further force and effect, no party shall have any rights against any other party hereunder, and the Partnership shall promptly return to me the funds delivered with this Subscription Agreement.
  1. Miscellaneous.

(a) This Subscription Agreement shall be governed by and construed in accordance with the substantive law of the State of South Carolina.

(b) This Subscription Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only in writing and executed by all parties.

(c) By Purchasing the Units in Clovis ai LLC I hereby agree to the terms and provisions of the Limited Partnership Agreement of the company – as included in this Memorandum as Exhibit B.  I have hereby read and understand the Limited Partnership Agreement and understand how an LP functions as a corporate entity.

  1. Ownership Information. Please print here the total number of Units to be purchased, and the exact name(s) in which the Units will be registered.

Total Units:_________________

Name(s):_____________________________________________________________

_____  Single Person

_____  Husband and Wife, as community property

_____  Joint Tenants (with right of survivorship)

_____  Tenants in Common

_____  A Married Person as separate property

_____  Corporation or other organization

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Purchaser’s Initials

_____  A Partnership

_____  Trust

_____  IRA

_____  Tax-Qualified Retirement Plan

(i)  Trustee(s)/ Custodian_________________________________________

(ii)  Trust Date_________________________________________________

(iii)  Name of Trust_____________________________________________

(iv)  For the Benefit of___________________________________________

_____ Other:________________________________________________________

(please explain)

Social Security or Tax I.D.#:____________________________________________

Residence Address:

_____________________________________________________________________

Street Address

_____________________________________________________________________

City                                         State                   Zip

Mailing Address:  (Complete only if different from residence)

_____________________________________________________________________

Street Address  (If P.O.Box, include address for surface delivery if different than

residence)

_____________________________________________________________________

City                                         State                    Zip

Phone Numbers

Home: (_______)_____________________

Business: (_______)___________________

Facsimile: (_______)___________________

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  1. Date and Signatures. Dated ______________________________,

Signatures                                                        Purchaser Name (Print)

____________________________                ____________________________

___________________________                  ____________________________

(Each co-owner or joint owner must sign – Names must be signed exactly as listed under “Purchaser Name”)

Accepted by Clovis ai Managing Member by Mack Bryson:

By:________________________________       Dated:______________________,

Mack Bryson Managing Director

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Purchaser’s Initials