Subscription Agreement
Please read the full Subscription Agreement below before proceeding.
SMARTER TITLE INVESTORS OF OHIO, LLC
Subscription Agreement
IMPORTANT CONSIDERATIONS
THE UNITS ACQUIRED PURSUANT TO THE SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS, BUT HAVE BEEN REGISTERED WITH THE OHIO STATE SECURITIES COMMISSION, BUT WITH NO OTHER STATE SECURITIES COMMISSION. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THE UNIT UNLESS THE INVESTOR INTENDS TO ACQUIRE THE UNITS FOR PURPOSES OF INVESTMENT RATHER THAN RESALE. THE AGREEMENTS, ACKNOWLEDGMENTS, REPRESENTATIONS AND WARRANTIES MADE HEREIN WILL BE RELIED UPON BY THE COMPANY IN COMPLYING WITH OBLIGATIONS UNDER APPLICABLE LAWS.
AN INVESTMENT IN THE UNITS DESCRIBED HEREIN IS HIGHLY SPECULATIVE, INVOLVES A HIGH DEGREE OF RISK AND THE UNITS ARE SUBJECT TO SUBSTANTIAL TRANSFER RESTRICTIONS. SEE "RISK FACTORS" SET FORTH IN THE CONFIDENTIAL OFFERING MEMORANDUM FOR THE COMPANY (THE "MEMORANDUM" WHICH INCLUDES ALL EXHIBITS AND ANY AMENDMENTS THERETO AND SUPPLEMENTS THERETO). THE INVESTOR SHOULD NOT INVEST IN THE UNITS UNLESS THE INVESTOR IS ABLE TO BEAR THE ECONOMIC LOSS OF THE INVESTOR'S ENTIRE INVESTMENT.
PLEASE NOTE THAT YOU ARE REQUIRED TO KEEP CONFIDENTIAL ANY AND ALL INFORMATION CONTAINED IN THIS SUBSCRIPTION AGREEMENT OR THE MEMORANDUM (THE "INFORMATION"). YOU MAY NOT PUBLISH, DISCLOSE OR DISSEMINATE THE INFORMATION. YOU SHALL MAINTAIN THE CONFIDENTIAL NATURE OF THE INFORMATION AND YOU SHALL USE THE INFORMATION SOLELY FOR PURPOSES OF DECIDING WHETHER OR NOT TO PARTICIPATE IN THE INVESTMENT AND FOR NO OTHER PURPOSE.
THIS SUBSCRIPTION AGREEMENT, MEMORANDUM AND ANY ATTACHMENTS SHOULD BE CAREFULLY REVIEWED BEFORE ANY INVESTMENT IN THE UNITS OFFERED HEREBY IS MADE.
THE INVESTOR IS NOT TO CONSTRUE THE CONTENTS OF THIS SUBSCRIPTION AGREEMENT AS LEGAL, TAX OR INVESTMENT ADVICE. THE INVESTOR MUST CONSULT HER, HIS OR ITS OWN COUNSEL, ACCOUNTANT AND/OR PROFESSIONAL ADVISORS AS TO LEGAL, TAX, INVESTMENT AND RELATED MATTERS CONCERNING THE ISSUANCE OF THE UNITS.
THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE UNITS OFFERED HEREIN IN ANY JURISDICTION OR TO ANY PARTY WHERE OR TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
This Subscription Agreement is made as of the date of execution below, 2026, by and between Smart Title Ventures of Ohio, LLC, an Ohio limited liability company (the "Company"), and the undersigned investor ("Investor").
BACKGROUND
WHEREAS, the Company desires to sell to the Investor, and the Investor desires to purchase from the Company, Units of the Company (the "Units") on the terms and conditions set forth herein (the "Investment"); and
WHEREAS, in connection with the Investment, the Investor has received and reviewed certain material documents, including but not limited to the Confidential Offering Memorandum ("Memorandum") and Operating Agreement of the Company (the "Operating Agreement").
TERMS
NOW, THEREFORE, the parties hereto, each intending to be legally bound hereby, do hereby agree as follows:
1. SUBSCRIPTION.
(a) The Investor hereby irrevocably subscribes for the purchase of the number of Units set forth on the signature page to this Subscription Agreement on the terms and subject to the provisions set forth herein and at a price per Unit equal to Five Thousand Dollars and 00/100 ($5,000.00) (the "Subscription"). The aggregate purchase price paid by the Investor, if and to the extent that the Subscription is accepted by the Company, will be used as described in the Memorandum.
(b) In connection with the Subscription, the Investor is required to fully and accurately complete the following items and execute and deliver them to the Company:
- the signature page to this Subscription Agreement;
- the Investor Questionnaire, attached hereto as Appendix A;
- counterpart signature page to the Company's Operating Agreement; and
- Internal Revenue Service Form W-9 as Appendix B.
(c) The Investor shall pay one hundred percent (100%) of the subscription amount indicated on the signature page to this Subscription Agreement and remit such payment for the benefit of the Company to the account identified on the signature page.
(d) The Investor has been given a copy of the Memorandum and the Operating Agreement of Smart Title Ventures of Ohio, LLC, and has carefully reviewed the same to the extent that the Investor and the Investor's professional advisors have deemed necessary and prudent.
(e) The Investor has had an opportunity to consult with the Investor's tax, legal and business advisors regarding the provisions of the Operating Agreement, Memorandum and each of the other agreements and documents referred to in the Memorandum.
(f) Any questions regarding the Memorandum, the Company's proposed business, the Company's methods of operation or the Operating Agreement have been answered to the Investor's full satisfaction and the satisfaction of the Investor's tax, legal and business advisors.
(g) No oral or written statement or inducement which is contrary to the information set forth in the Memorandum has been made to the undersigned by or on behalf of the Company.
(h) The parties acknowledge and agree that unless and until the Investor's purchase price is accepted by the Company and the Company delivers a counter-signed signature page to this Subscription Agreement to the Investor, the provisions of this Subscription Agreement are not intended to be and will not be legally binding upon the parties. A legally binding agreement is made only after the Company has accepted the proposed investment by the Investor and delivered a counter-signed signature page to this Subscription Agreement to the Investor.
(i) This Subscription Agreement when signed by the Investor and Company and counterpart signature page to the Company's Operating Agreement when signed by the Investor will be effective to admit Investor as a Member of the Company bound by all provisions of the Operating Agreement and entitled to the Units.
2. RISK FACTORS.
INVESTOR RECOGNIZES THAT AN INVESTMENT IN THE UNITS INVOLVES CERTAIN RISKS, AND INVESTOR HAS TAKEN FULL COGNIZANCE OF THE RISK FACTORS DESCRIBED IN THE MEMORANDUM. INVESTOR HAS READ AND UNDERSTANDS THE RISK FACTORS SET FORTH IN THE MEMORANDUM.
3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY INVESTOR.
The Investor hereby represents, warrants and agrees as follows:
(a) Investor has received the Memorandum and Subscription Agreement, including the Risk Factors set forth in the Memorandum. Investor has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Units to be purchased by Investor under this Subscription Agreement.
(b) The Units are being purchased by the Investor and not by any other person, with the Investor's own funds and not with the funds of any other person, and for the account of the Investor, not as a nominee or agent and not for the account of any other person.
(c) The Investor has been advised that the Units have not been registered under the 1933 Act, or registered or qualified under any other securities law except the Ohio securities laws, on the basis that the Units are being issued by the Company in reliance on exemptions from the registration requirements of the 1933 Act.
(d) The Investor has such knowledge and experience in financial and business matters, or the Investor has consulted with Investor's own accounting, tax, investment and other advisers, that the Investor is capable of evaluating the merits and risks of an investment in the Units.
(e) The Company recommends that the Investor consult with his/her/its own accounting, tax, investment and other advisers with respect to the tax treatment of an investment by the Investor in the Units and the merits and risks of an investment in the Units.
(f) The Investor is able to bear the economic risk and illiquidity of such investment, and the Investor considers such investment to be an appropriate component of his/her/its overall investment portfolio.
(g) This Subscription Agreement constitutes a legal, valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms.
(h) At no time was the Investor presented with or solicited by any leaflet, public promotional meeting, any newspaper, magazine, radio or television article or advertisement, or any other form of general advertising or general solicitation.
(i) The Investor represents that if he or she is an individual, then he or she is at least 18 years of age.
(j) The Investor maintains a domicile or business at the address shown on the signature page of this Subscription Agreement.
(k) No federal authority of the United States or state authority of any state of the United States has made any finding or determination as to the fairness of an investment in the Units.
4. THE UNITS TO BE LEGENDED.
The Investor understands and agrees that, if certificated, the Units will bear a restrictive legend as required by applicable securities laws.
5. INDEMNIFICATION.
The Investor hereby agrees to indemnify and defend the Company and its affiliates, partners, employees, agents, managers, officers, directors, stockholders, members and counsel and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of any breach of or inaccuracy in the Investor's representations, warranties or agreements in this Subscription Agreement.
6. MISCELLANEOUS.
(a) The Investor acknowledges and agrees that certain proprietary information relating to the Company and its structure is confidential and not subject to disclosure, use or exploitation by the Investor.
(b) This Subscription Agreement and the rights, powers and duties set forth herein shall bind and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto.
(c) If the Investor hereto is more than one person, the obligations of the Investor shall be joint and several.
(d) This Subscription Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Ohio.
(e) All expenses incurred by the Investor in connection with his, her or its proposed investment in the Company will be borne by the Investor.
(f) This Subscription Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.
(g) This Subscription Agreement may not be changed, modified or amended except in writing executed by both the Investor and the Company.
[SUBSCRIPTION SIGNATURE PAGE AND APPENDIX TO FOLLOW IN SUBSEQUENT STEPS]
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