Operating Agreement

for GBR Associates, LLC 

A Texas Limited Liability Company. 

Effective July 25th, 2025

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE LIMITED LIABILITY COMPANY INTERESTS PROVIDED FOR HEREIN.

ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.

SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS REGISTERED AND QUALIFIED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.

ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS AGREEMENT IS FURTHER SUBJECT TO OTHER RESTRICTIONS, THE TERMS AND CONDITIONS OF WHICH ARE SET FORTH IN THIS AGREEMENT AND ARE BINDING ON BOTH TRANSFEROR AND TRANSFEREE.

PURCHASERS OF SECURITIES REPRESENTED BY THIS AGREEMENT SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

DISCLAIMER & SOURCE REFERENCE

This Operating Agreement draws upon trusted legal language and reference materials made publicly available by reputable sources, including Beere & Purves and various Secretary of State resources. It has been professionally adapted to reflect the specific ownership structure, rights, and objectives of the Company’s founders, and is intended to serve as a valid and enforceable agreement among the Members.

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

This Operating Agreement (this “Agreement”) of GBR Associates, LLC, a Texas limited liability company (the "Company"), is dated effective as of July 25, 2025 (the “Effective Date”) by and among the Company, the Members, the Manager (defined herein), and each other Person who after the date hereof becomes a Member of the Company. 

RECITALS 

Whereas, the Company was duly formed under the Texas Limited Liability Company Act (the "Act") by filing Articles of Organization with the Secretary of State of Texas on July 16, 2024.

Now, Therefore, this Agreement is to set forth the rights and obligations of the Members and to govern the affairs of the Company, the receipt and sufficiency of which are hereby acknowledged by all Parties, the Parties hereto agree as follows: 

Table of Contents

ARTICLE I EXISTING COMPANY AND PURPOSE

ARTICLE II MEMBERSHIP INFORMATION AND CLASSES OF INTERESTS

ARTICLE III MANAGEMENT AND GOVERNANCE

ARTICLE IV ECONOMIC RIGHTS

ARTICLE V ACCOUNTING, BOOKS, AND TAX MATTERS

ARTICLE VI TRANSFER OF MEMBERSHIP INTERESTS

ARTICLE VII DISSOLUTION AND WINDING UP

ARTICLE VIII MISCELLANEOUS PROVISIONS

ARTICLE IX EXECUTION AND SIGNATURES

JOINDER AGREEMENT TO OPERATING AGREEMENT

ARTICLE I EXISTING COMPANY AND PURPOSE

1.1 Recognition of Existing Formation. The Members acknowledge that the Company has been previously formed pursuant to the Act, and that no formal operating agreement has previously been executed. This Agreement represents the initial written operating agreement of the Company and is intended to govern the continued operations and clarify the roles, rights, and obligations of the Members.

1.2 Name. The name of the Company shall continue to be GBR Associates LLC. The Company may also do business under the name God Bless Retirement, or such other names as may be determined by the Manager, provided that all such names comply with applicable laws and are properly registered as required.

1.3 Formation Documentation. The Company’s formation is evidenced by the Certificate of Formation filed with the Texas Secretary of State. Any amendments to such Certificate shall be authorized in accordance with this Agreement and filed promptly in compliance with applicable Texas law.

1.4  Registered Agent and Office. The Company’s registered agent and registered office in the State of Texas shall be as stated in the Certificate of Formation filed with the Texas Secretary of State. The Manager may change the registered agent or office at any time, provided that such change is filed with the appropriate governmental authorities in accordance with Texas law.

1.5 Principal Office. The principal office of the Company shall be at such location as the Manager(s) may determine from time to time. The initial principal office is located at: 4828 Camp Bowie Blvd. Fort Worth, TX 76107

1.6 Business Purpose. The Company is organized to engage in any lawful activity for which a limited liability company may be organized in the State of Texas, including but not limited to owning and managing assets, entering into contracts, borrowing or lending money, and engaging in commercial or investment activities.

1.7 Duration. The Company shall continue until dissolved in accordance with the provisions of this Agreement or by operation of law.

1.8 Tax Treatment and Elections. Unless otherwise determined by the Members, the Company shall be taxed as a C-Corporation under the Internal Revenue Code and applicable state law. The Company may make such elections and filings with the IRS and relevant state agencies as may be required to maintain or alter its classification.

1.9 Fiscal Year and Accounting Method. The fiscal year of the Company shall end on December 31 of each year, or such other date as determined by the Manager(s). The Company shall use the cash or accrual method of accounting, as determined by the Manager(s), in accordance with applicable tax and financial reporting laws.

1.10 Powers of the Company. The Company shall have all powers necessary or convenient to carry out its business and affairs, including but not limited to the power to: (a) Own, lease, and sell property; (b) Borrow money and incur indebtedness; (c) Sue and be sued in its own name; (d) Hire and discharge employees, consultants, and advisors; (e) Make distributions of Company funds or assets to Members; (f) File and maintain all necessary registrations, permits, and licenses; (g) Enter into joint ventures, partnerships, or other arrangements; (h) Engage in any lawful activity consistent with the Company’s business purpose.

1.11 No State Law Partnership. The Members intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Member be a partner of any other Member, for any purposes, and this Agreement shall not be construed to suggest otherwise.

1.12 Effect of Agreement. To the extent this Agreement conflicts with any provision of the Act, this Agreement shall control to the extent permitted by the Act. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ARTICLE II MEMBERSHIP INFORMATION AND CLASSES OF INTERESTS

2.1 Initial Members. The names, addresses, class of membership interests, ownership percentages, and capital contributions of the initial Members are listed in Exhibit A attached hereto and made part of this Agreement.

2.2 Classes of Membership Interests. The Company shall have two classes of membership interests as follows: 

(a) Class A – Voting Interests: Class A Membership Interests shall be issued exclusively to the Company’s Founder, Brandon Chicotsky. Holders of Class A Interests shall have full voting rights and shall have the authority to vote on all matters as provided in this Agreement and applicable law. 

(b) Class B – Non-Voting Interests: Class B Membership Interests may be issued to any additional Members admitted to the Company. Holders of Class B Interests shall not have any voting rights, but shall be entitled to allocations of profits and losses, and distributions as provided in this Agreement.

2.3 Restriction on Issuance of Voting Interests. No person or entity other than the Founder identified above shall be issued Class A Voting Membership Interests unless voted on by Class A Members. Any additional Members admitted shall receive only Class B Non-Voting Membership Interests, regardless of capital contribution or ownership percentage.

2.4 Additional Classes. The Company may create additional classes of non-voting interests, or special economic or advisory units, with the unanimous consent of the Class A Members, provided that no such new class shall confer voting rights.

2.5 Capital Contributions. Each Member shall contribute the capital set forth in Exhibit A. No Member shall be required to make additional contributions unless otherwise agreed in writing by all Class A Members.

2.6 Loans by Members. Members may, but are not required to, make loans to the Company. Loans shall not be considered capital contributions and shall bear interest and be repaid according to separate written agreements.

2.7 No Interest on Contributions. Members shall not be entitled to interest on capital contributions unless otherwise agreed in writing.

2.8 Capital Accounts. The Company may maintain internal records of capital contributions for informational and administrative purposes, but no capital accounts shall be maintained pursuant to Subchapter K of the Internal Revenue Code

2.9 Withdrawal of Capital. No Member shall have the right to withdraw any capital from the Company except as expressly provided in this Agreement or with the consent of all Class A Members.

2.10 Liability of Members. No Member shall be personally liable for the debts or obligations of the Company. The liability of each Member shall be limited to the amount of such Member’s capital contribution or agreed-upon financial commitment, if any.

2.11 Certificates of Membership Interest. Membership Interests may be certificated or uncertificated, as determined by the Manager. If certificated, such certificates shall be in a form approved by the Manager and recorded in the Company’s ledger.

ARTICLE III MANAGEMENT AND GOVERNANCE

3.1 Management by Founder. The business and affairs of the Company shall be managed exclusively by the Founder, Brandon Chicotsky, who shall serve as the initial and sole Manager of the Company. The Manager shall serve in such capacity until they resign, or elect to appoint additional Managers in accordance with this Agreement. No Class B Member shall have any authority or right to participate in the management of the Company.

3.2 Election of Additional Managers. The Founder may, by unanimous written consent, elect to appoint one or more additional Managers at any time. Any such additional Manager shall have such authority and duties as expressly delegated by the Founder, and shall serve at the pleasure of the Founder unless otherwise specified in a written resolution.

3.3 Authority and Powers of the Managers. The Managers shall have the full and exclusive authority to manage the operations and affairs of the Company and to make all decisions regarding those operations, including without limitation: 

(a) Executing contracts and instruments on behalf of the Company; 

(b) Opening, maintaining, and closing bank accounts; 

(c) Hiring, supervising, and terminating employees and contractors; 

(d) Establishing compensation and benefit plans for personnel; 

(e) Borrowing money and granting security interests in Company assets; 

(f) Approving budgets and financial plans; 

(g) Filing all necessary tax returns and regulatory documents; 

(h) Establishing and managing equity incentive or profit participation plans; 

(i) Undertaking all other actions necessary or appropriate to conduct the Company’s business.

3.4 Management Structure. The Company shall initially have one Manager, appointed by the Class A Members. This Manager shall have full authority to manage and control the Company’s operations, subject to the limitations of this Agreement. The Class A Members may elect to appoint additional Managers at their sole discretion by written consent.

3.5 Officers. The Managers may appoint officers of the Company, such as a Chief Executive Officer (CEO), Chief Financial Officer (CFO), Secretary, or other titles. Each officer shall have such authority and perform such duties as determined by the Managers. Officers shall serve at the pleasure of the Managers.

3.6 Meetings of the Manager. Meetings of the Manager may be held at the Manager's discretion. Notice of such meetings, if any, shall be given at least five (5) business days in advance and shall include the date, time, place, and agenda. Meetings may be held in person, by phone, or via electronic communication.

3.7 Written Consent in Lieu of Meeting. Any action required or permitted to be taken by the Manager may be taken without a meeting if the Manager consents in writing or electronically. If additional Managers are appointed in the future, such actions shall require unanimous written consent of all Managers unless otherwise specified herein.

3.8 Voting Thresholds for Major Decisions. The following matters require the approval of the Manager. If more than one Manager is appointed in the future, the following shall require unanimous approval of all Managers:

(a) Amendment to the Certificate of Formation or this Agreement;

(b) Admission of a new Member;

(c) Issuance of new Membership Interests or units of any kind;

(d) Sale, lease, or other disposition of substantially all assets of the Company;

(e) Dissolution or winding up of the Company;

(f) Mergers, consolidations, or similar transactions;

(g) Incurring debt above $5,000,000.

3.9 Quorum. For any meeting of the Manager (or Managers, if expanded in the future), a quorum shall consist of all appointed Managers being present (in person or by proxy). Actions shall require unanimous consent unless otherwise stated in this Agreement.

3.10 Delegation of Authority. The Manager may delegate authority to agents, officers, employees, or third parties, provided such delegation does not violate this Agreement. If additional Managers are appointed, their delegated powers shall be specified in the resolution or agreement under which they are appointed.

3.11 Conflicts of Interest. The Manager shall disclose any material financial interest they or their affiliates have in a Company transaction. Transactions involving a conflict of interest shall require clear documentation and full disclosure by the Manager.

3.12 Fiduciary Duties. The Manager shall owe fiduciary duties of loyalty and care to the Company and shall perform their duties in good faith and with the level of care an ordinarily prudent person in a similar position would exercise under similar circumstances.

3.13 Limitation of Liability. The Manager shall not be liable to the Company or any Member for any action taken in good faith reliance upon the terms of this Agreement, except in cases of gross negligence, fraud, or willful misconduct.

3.14 Indemnification. To the fullest extent permitted by law, the Company shall indemnify the Manager, as well as any officers, employees, or agents, against any claims, liabilities, or expenses incurred in connection with Company activities, provided they acted in good faith and within the scope of their authority.

ARTICLE IV

ECONOMIC RIGHTS

4.1 Tax Classification. The Company has elected to be taxed as a C-Corporation under the Internal Revenue Code. As such, profits and losses are taxed at the entity level and are not passed through to Members. Members shall not be required to report or pay income taxes on Company earnings unless distributions are made or required by law.

4.2 Ownership and Proceeds. Each Member, regardless of Class A or Class B designation, shall hold a Percentage Interest in the Company as set forth in Exhibit A. In the event of a sale, dissolution, or liquidation of the Company, all net proceeds shall be distributed strictly in accordance with each Member’s Percentage Interest.

4.3 Distributions. No distributions shall be made to the Members except as determined in the sole discretion of the Manager. The Manager does not currently intend to make any distributions. Any distributions that are made shall be allocated among the Members in proportion to their respective Percentage Interests, unless otherwise agreed to in writing by the Manager.

4.4 No Tax Distributions. Because the Company is taxed as a C-Corporation, it is not obligated to make distributions to cover Member tax liabilities. Any distributions made shall be discretionary and not related to Member tax obligations.

4.5 Withholding Taxes. If the Company is required by law to withhold taxes on behalf of any Member, the amount withheld shall be treated as a distribution to such Member.

4.6 Reserves. The Manager may establish reasonable reserves for anticipated obligations, operating needs, or reinvestment prior to making distributions.

4.7 Limitations on Distributions. No distribution shall be made if, in the judgment of the Manager, such distribution would:(a) Violate applicable law;(b) Render the Company insolvent;(c) Breach any agreement to which the Company is a party.

4.8 Capital Withdrawal. No Member shall have the right to withdraw their capital contributions or demand a return of capital, except as expressly set forth in this Agreement or approved by the Manager.

4.9 Transfer Restrictions and Reclassification: Transfers Become Class B. Any sale, transfer, assignment, or other disposition of Membership Interests, whether in whole or in part, shall result in the transferred interest automatically being reclassified as a Class B Non-Voting Interest, regardless of the class held by the transferring Member prior to such transfer, unless formally approved in writing by all Class A Members. The transferee shall hold no voting or managerial rights and shall only be entitled to economic rights as set forth in this Agreement.

4.10 Dilution. Issuance of new Membership Interests may result in dilution of existing Members' ownership percentages. Unless otherwise agreed in writing by the Manager, such dilution shall not require consent of Class B Members.

ARTICLE V

ACCOUNTING, BOOKS, AND TAX MATTERS

5.1 Books and Records. The Company shall maintain complete and accurate books and records of its operations and shall keep minutes of the proceedings of the Managers and Class A Members. Such books and records shall be maintained at the Company’s principal office.

5.2 Access to Financial Information. Upon written request, any Member shall have the right to inspect and copy, during normal business hours and at the Member’s own expense, the Company’s financial records, including: (a) A balance sheet as of the end of the most recent fiscal year; (b) A statement of income or loss; (c) Such other financial reports as the Managers determine appropriate.

5.3 Tax Returns and Elections.  The Managers shall cause the Company to prepare and timely file all required federal, state, and local tax returns and other documents applicable to a corporation taxed under Subchapter C of the Internal Revenue Code. The Company may engage a certified public accountant to assist with such filings. The Managers shall make all elections deemed appropriate for the Company’s corporate tax status.

5.4 Tax Representative. The Manager shall designate an officer or other authorized individual to oversee and represent the Company in tax matters before the IRS and other governmental authorities. This representative shall have the authority to take any action necessary to ensure compliance with applicable tax laws.

5.5 Member Tax Information. As the Company is taxed as a C Corporation, Members shall not receive a Schedule K-1. However, the Company shall provide any tax-related information reasonably requested by a Member to the extent such information is available and relevant to the Member’s tax filings.

5.6 Accounting Method. The Company shall use the accrual or cash method of accounting, as determined by the Managers, in accordance with generally accepted accounting principles (GAAP) and the Internal Revenue Code.

5.7 Bank Accounts.  All Company funds shall be deposited in one or more accounts maintained in the Company’s name at financial institutions determined by the Managers. All funds shall be used solely for Company purposes and managed under the control of the Managers.

5.8 Information Rights for Investors. Class B Members shall be entitled to receive quarterly financial summaries of the Company’s revenue, expenditures, and material transactions. An annual investor update including a business overview, performance highlights, and strategic outlook shall be provided upon request or at the discretion of the Managers.

ARTICLE VI

TRANSFER OF MEMBERSHIP INTERESTS

6.1 General Restriction on Transfers. No Member may sell, assign, pledge, encumber, or otherwise transfer any Membership Interest in the Company, whether voluntarily, involuntarily, or by operation of law, without the prior written consent of both Founders. Any attempted transfer in violation of this Section shall be null and void and shall not be recognized by the Company.

6.2 Right of First Refusal. If a Member desires to transfer all or any portion of their Membership Interest (a “Transferring Member”), such Member must first offer the interest to the Company and then to the other Members (pro rata by Percentage Interest) on the same terms and conditions as the proposed transfer. The procedure shall be as follows:

(a) The Transferring Member shall deliver written notice to the Company and the other Members of their intent to transfer, including the terms and the identity of the proposed transferee.

(b) The Company shall have 30 days from the date of receipt of notice to elect to purchase all (but not less than all) of the offered interest.

(c) If the Company declines or fails to respond, the other Members shall have an additional 30 days to elect to purchase all (but not less than all) of the offered interest pro rata.

(d) If neither the Company nor the other Members elect to purchase the interest, the Transferring Member may transfer it to the proposed transferee on the same terms, subject to approval by the Class A Members.

6.3 Permitted Transfers. Notwithstanding the foregoing, a Member may transfer their Membership Interest to:

(a) A trust for the benefit of such Member or their immediate family;

(b) An entity wholly owned by such Member;

(c) A transfer by bequest or inheritance; provided that any such transferee shall agree in writing to be bound by all terms of this Agreement.

6.4 Conditions of Transfer. Any transferee of a Membership Interest shall not be admitted as a substituted Member unless and until:

(a) The Managers consent in writing to such admission;

(b) The transferee executes a counterpart to this Agreement and any other documents required by the Managers;

(c) All necessary filings and amendments to the Company’s records have been made.

6.5 Effect of Unauthorized Transfer. Any attempted transfer not in compliance with this Article shall be void and of no effect. The Company shall not recognize or record any such transfer.

6.6 Drag-Along Rights. If the Founders approve a sale of all or substantially all of the Company’s assets or Membership Interests to a third party, then all Members agree to sell, transfer, or otherwise dispose of their interests on substantially the same terms and to take all necessary actions to effectuate such transaction.

6.7 Buy-Sell Events. In the event of a Member’s death, incapacity, bankruptcy, or material breach of this Agreement (a “Buy-Sell Event”), the Company and/or the remaining Members shall have the right to purchase such Member’s interest at fair market value, as determined by an independent appraiser selected by the Founders. Payment may be made in cash or on terms mutually agreed upon by the parties.

6.8 Legend on Certificates. If Membership Interests are certificated, each certificate shall bear a legend stating that the interests are subject to restrictions on transfer set forth in this Operating Agreement.

6.9 Pro-Rata Investment Rights. Any Class B Member contributing an aggregate amount of $30,000 or more shall have the right, but not the obligation, to participate pro-rata in future equity issuances by the Company to maintain their relative ownership percentage. This right shall be subject to terms of each future funding round and may be waived or modified by the Managers in writing.

ARTICLE VII

DISSOLUTION AND WINDING UP

7.1 Events of Dissolution. The Company shall be dissolved upon the first to occur of the following events: 

(a) The unanimous written consent of the Class A Members to dissolve the Company; 

(b) The sale or other disposition of all or substantially all of the Company’s assets; 

(c) The entry of a decree of judicial dissolution under applicable law; 

(d) Any other event requiring dissolution of a limited liability company under the laws of the State of Texas.

7.2 Winding Up Process. Upon dissolution of the Company, the Managers shall proceed diligently to wind up the affairs of the Company and liquidate its assets. During such winding up process, the Managers may: 

(a) Sell Company property, either at public or private sale; 

(b) Satisfy or provide for the satisfaction of all Company liabilities; 

(c) Distribute any remaining assets to the Members in accordance with this Agreement.

7.3 Order of Payment. In winding up the Company’s affairs, the Company’s assets shall be distributed in the following order of priority: 

(a) To creditors, including Members who are creditors, in satisfaction of liabilities of the Company (whether by payment or by establishment of reserves);

then (b) To the establishment of any reserves deemed necessary by the Managers for any contingent liabilities or future obligations;

and thereafter (c) To the Members in accordance with their respective positive capital account balances after taking into account all allocations and distributions for the Company’s taxable year during which the liquidation occurs.

7.4 Final Accounting and Statements. As soon as practicable after the commencement of winding up, a final accounting shall be prepared by the Managers and distributed to the Members, showing the assets, liabilities, and net worth of the Company and the manner in which the Company’s assets were or will be distributed.

7.5 Filing of Certificate of Dissolution. Upon the completion of winding up, the Company shall file a Certificate of Dissolution with the Secretary of State of Texas and take such other steps as may be required by law to terminate the Company’s existence.

7.6 Return of Capital. No Member shall have the right to demand the return of their capital contribution except through the process of dissolution and in accordance with this Agreement. Any such return shall be solely from Company assets and only to the extent available after payment of the Company’s obligations.

7.7 Continuation of Company for Winding Up. The Company shall continue to exist for the sole purpose of winding up its affairs, and no Member shall take any action inconsistent with the winding up process, unless expressly authorized by the Managers.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.1 Amendments. This Agreement may be amended only by the unanimous written consent of the Class A Members. No amendment shall be effective unless and until it is in writing and signed by all Class A Members.

8.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Members and their respective legal representatives, heirs, successors, and permitted assigns.

8.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of law principles.

8.4 Entire Agreement. This Agreement constitutes the entire understanding among the Members with respect to the subject matter hereof and supersedes all prior oral or written agreements or understandings among them.

8.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions shall not be affected or impaired.

8.6 Waiver. No waiver by any party of any breach or default of this Agreement shall be deemed a waiver of any preceding or subsequent breach or default.

8.7 Headings. The headings used in this Agreement are for convenience only and shall not affect the interpretation of any provision of this Agreement.

8.8 Further Assurances. Each Member agrees to execute and deliver such further documents and instruments and take such other actions as may be reasonably necessary or desirable to carry out the intent and purpose of this Agreement.

8.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed as effective as originals.

8.10 Attorneys’ Fees. In the event of any litigation or arbitration arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

8.11 Arbitration. Any dispute arising under or related to this Agreement shall be resolved through binding arbitration in Fort Worth, Texas, under the rules of the American Arbitration Association then in effect.

8.12 Confidentiality. Each Member agrees to keep confidential and not disclose to any third party any non-public information regarding the Company’s business, financials, operations, strategies, or any other confidential matters, except as required by law or with the written consent of the Class A Members.

8.13 Investor Advisory Rights. The Managers may offer Class B Members contributing above thresholds determined by the Managers the opportunity to participate in advisory roles. Such Members may be invited to participate in periodic investor calls or strategy discussions, at the discretion of the Managers.

ARTICLE IX

EXECUTION AND SIGNATURES

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement to be effective as of signing this agreement.

By: GBR Associates, LLC, 

the Manager 

Brandon Chicotsky, its Manager and Authorized Representative

JOINDER AGREEMENT TO OPERATING AGREEMENT

The undersigned (“New Member”) hereby agrees to become a non-voting Member of the Company named in the Operating Agreement dated below, and agrees to be bound by all terms and conditions set forth in that Operating Agreement, as a Class B Member.

New Member understands and acknowledges that:

• They shall have no voting rights or management authority;

• They are entitled only to economic rights as expressly set forth in the Operating Agreement;

• Their Membership Interest and percentage ownership shall be as set forth in Exhibit A of the Operating Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement effective as of ...

Subscription Agreement

for GBR Associates, LLC

A Texas Limited Liability Company

The undersigned ("Purchaser" or the "Subscriber") understands that GBR Associates, LLC, a limited liability company organized under the laws of the state of Texas (the "Company"), is offering for purchase to the undersigned a certain number of Class B Non-Voting Membership Interests of the Company (the "Securities" and each Unit a "Unit") in this private placement offering with an indefinite amount sought in total subscriptions (the "Offering").

The Offering shall terminate on the date the Manager, in its discretion, elects to terminate (the "Offering Period").

The undersigned further understands that this Offering is being made without registration of the Securities under the Securities Act of 1933, as amended (the "Securities Act"), or any securities law of any state of the United States or of any other jurisdiction, and is being offered pursuant to an exemption thereof under Regulation D, Rule 506(b).

Table of Contents

Subscription; Investor Suitability Questionnaire.

Acceptance of Subscription and Issuance of Securities.

The Closing.

Payment for Securities.

Representations and Warranties of the Company.

Representations and Warranties of the Undersigned.

Conditions to Obligations of the Undersigned and the Company.

Electronic Delivery of Disclosures and Tax Information.

Obligations Irrevocable.

Legend.

Waiver Amendment.

Assignability.

Waiver of Jury Trial.

Submission to Jurisdiction.

Governing Law.

Section and Other Headings.

Notices.

Binding Effect.

Survival.

Acceptance of Operating Agreement.

Notification of Changes.

Severability.

Counterparts: Electronic Signature.

Investor Suitability Questionnaire.

Subscriber Information Sheet.

Omnibus Signature Section.

1. Subscription; Investor Suitability Questionnaire.  Subject to the terms and conditions hereof and under this Offering, the undersigned hereby irrevocably subscribes to and for the specific number of Units set forth on the Signature Page hereto for the aggregate purchase price set forth on the Signature Page hereto, which is payable as described in Section 4 hereof (the "Subscription").

   
   

   The undersigned acknowledges that the Securities will be subject to restrictions on transfer as set forth in this Subscription Agreement (the "Subscription Agreement"), the Company’s Operating Agreement controlling the governance of the Company, as in effect as of the date of this Subscription Agreement and as may be later amended from time to time (the "Operating Agreement"), and under applicable law.

   
   

   Further, the undersigned hereby agrees and acknowledges that it must complete the attached "Investor Suitability Questionnaire" in order for the Company to accept the subscription hereunder.

2. Acceptance of Subscription and Issuance of Securities.  It is understood and agreed that the Company shall have the sole right, at its complete discretion, to accept or reject this subscription, in whole or in part, for any reason and that the same shall be deemed to be acceptable by the Company only if: (1) it is signed by the undersigned (or a duly authorized representative of the undersigned) and delivered to the Company at or before the Closing (defined below); (2) the same is counter-signed by the Manager; (3) the undersigned executes the Company’s Operating Agreement; and (4) the undersigned pays the subscription price indicated on or before the Closing.

3. The Closing;  Extension or Termination of Offering Period. Beginning as of the Effective Date herein and continuing through the Offering Period, the Company may accept reservations for subscriptions hereunder on a rolling basis within the discretion of the Manager.

   
   

   The closing of the purchase and sale of Securities for the undersigned (each a “Closing”) under this Offering shall take place remotely, coordinated by the Manager on a date and time within the discretion and choosing of the Manager (the “Closing Date”) pursuant to the terms of Section 2 above. Subsequent Closings may continue to occur throughout the Offering Period until the Manager elects to close the Offering Period.

   
   

   In accordance with Section 4 below, on or before the Closing the undersigned shall deliver its requisite subscriber funds to the Company.

   
   

   However, should the Company not raise a sufficient amount in the reasonable judgment of the Manager sought under this Offering during the Offering Period (initially or as extended), or for any other reason within the sole judgment of the Manager, the Company may elect to terminate this Offering, void this Subscription Agreement, and return all subscription funds pursuant to the terms of this Subscription Agreement, without interest, and no Securities will be deemed sold.

4. Payment for Securities.  Payment for the Securities shall be received by the Company from the undersigned by wire transfer of immediately available funds or other means approved by the Company at or prior to the Closing or within fifteen (15) days after notice by the Company that the payment for the Securities is due, in the amount as set forth on the Signature Page hereto.

   
   

   The Company may, but is not obligated to, deliver certificates representing the Securities to the undersigned at the Closing bearing an appropriate legend referring to the fact that the Securities were sold in reliance upon an exemption from registration under the Securities Act.

   
   

   In lieu of certificates, this completed Subscription Agreement, together with the addition of the undersigned as a named “Member” in the Operating Agreement, shall be sufficient evidence of the undersigned’s admission to the Company.

5. Representations and Warranties of the Company.  As of the Closing, the Company represents and warrants that:

   
   

   1. The Company is duly formed and validly existing under the laws of Texas, with full power and authority to conduct its business as it is currently being conducted and to own its assets.

      
      

   2. The Securities have been duly authorized and, when issued, delivered, and paid for in the manner set forth in this Subscription Agreement, will be validly issued, fully paid, and nonassessable. Based in part upon the representations of the undersigned below in this Subscription Agreement and subject to the completion of any necessary filings, the Securities will be issued in compliance with all applicable federal and state securities laws.xt

6. Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company that:

    

7. General.

   1.  The undersigned has all requisite authority (and in the case of an individual, the capacity) to purchase the Securities, enter into this Subscription Agreement, and to perform all the obligations required to be performed by the undersigned hereunder, and such purchase will not contravene any law, rule, or regulation binding on the undersigned or any investment guideline or restriction applicable to the undersigned.

       

   2. The undersigned is not acquiring the Securities as a nominee or agent or otherwise for any other person.

      
      

   3. The undersigned will comply with all applicable laws and regulations in effect in any jurisdiction in which the undersigned purchases or sells Securities and obtain any consent, approval or permission required for such purchases or sales under the laws and regulations of any jurisdiction to which the undersigned is subject or in which the undersigned makes such purchases or sales, and the Company shall have no responsibility therefor.

      
      

   4. Neither the undersigned, nor any of the undersigned’s beneficial owners, appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), nor are they otherwise a party with which the Company is prohibited to deal under the laws of the United States.

      
      

      The undersigned further represents the monies used to fund the investment in the Securities are not derived from, invested for the benefit of, or related in any way to, the governments of, or persons within: (1) any country under a U.S. embargo enforced by OFAC; (2) countries which have been designated as a “non-cooperative country or territory” by the Financial Action Task Force on Money Laundering; or (3) which have been designated by the U.S. Secretary of the Treasury as a “primary money laundering concern.”

       

8. Information Concerning the Company.

   1. The undersigned acknowledges and certifies that it has received the Private Placement Memorandum in connection with these Securities and that it understands the terms and disclosures contained therein.

      
      

      It has had full opportunity to request any additional information regarding the Company, its business, and its projected plans that it reasonably requests. The undersigned is familiar with the principals of the issuer and acknowledges that it has consulted with its own advisors and consultants prior to entering into this Subscription Agreement.

      
      

      The undersigned further acknowledges and certifies that it has also received the Operating Agreement and that it understands the terms contained therein. The Private Placement Memorandum, together with this Agreement, the accompanying Investor Suitability Questionnaire, and the Operating Agreement, constitute the "Offering Documents."

      
      

      THE UNDERSIGNED REPRESENTS THAT IT HAS SOUGHT THE ADVICE OF ITS OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE OFFERING DOCUMENTS AND THE SECURITIES OFFERED HEREUNDER.

      
      

   2. The undersigned understands that the Company is not currently required to register and will not register as an Investment Company under the Investment Company Act of 1940 by way of exemption from the definition provided under Section 3(c)(1) or 3(c)(5) of the Investment Company Act, as applicable.

      
      

   3. The undersigned understands and accepts that: (A) the purchase of the Securities involves various risks, including the risk that there may be no open market for the Securities or that Subscriber’s investment may be lost; (B) the Company had no operating history prior to the launching of this Offering; and (C) the undersigned may not be able to liquidate its investment. The undersigned represents that it is able to bear any loss associated with an investment in the Securities.

      
      

   4. The undersigned confirms that it is not relying on any communication (written or oral) of the Company or any of its affiliates as investment advice or as a recommendation to purchase the Securities.

      
      

      It is understood that information and explanations related to the terms and conditions of the Securities provided in the Offering Documents or otherwise by the Company or any of its affiliates shall not be considered investment advice or a recommendation to purchase the Securities, and that neither the Company nor any of its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the Securities.

      
      

      The undersigned acknowledges that neither the Company nor any of its affiliates has made any representation regarding the proper characterization of the Securities for purposes of determining the undersigned's authority to invest in the Securities. The undersigned is entering into this Agreement of its own volition, and after its own proper due diligence.

      
      

   5. The undersigned is familiar with the business and financial conditions, projections, and operations of the Company. The undersigned has had access to such information concerning the Company and the Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Securities.

      
      

   6. The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.

      
      

   7. The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this private placement or to alter the terms of the offering at any time prior to the completion of the offering.

      
      

      If the Company should abandon this private placement, this Subscription Agreement shall thereafter have no force or effect and the Company shall return the previously paid subscription price of the Securities, without interest, to the undersigned.

      
      

   8. The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Securities or made any finding or determination concerning the fairness or advisability of this investment.

   
   

9.  Non-reliance.

   1. The undersigned represents that it is NOT relying on (and will not at any time rely on) any communication (written or oral) of the Company, as investment advice or as a recommendation to purchase the Securities, it being understood that information and explanations related to the terms and conditions of the Securities, the Offering Documents, and the other transaction documents that may have been provided to the undersigned shall NOT be considered investment advice or a recommendation to purchase the Securities and is provided “as is” without any warranties. The undersigned is providing this investment after conducting its own due diligence.

      
      

   2. The undersigned confirms that the Company has NOT (A) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Securities or (B) made any representation to the undersigned regarding the legality of an investment in the Securities under applicable legal investment or similar laws or regulations.

      
      

      In deciding to purchase the Securities, the undersigned is not relying on the advice or recommendations of the Company and the undersigned has made its own independent decision that the investment in the Securities is suitable and appropriate for the undersigned.

      
      

10.  Status of Undersigned.

    1. The undersigned has such knowledge, skill, and experience in business, financial, and investment matters that the undersigned is capable of evaluating the merits and risks of an investment in the Securities.

       
       

       With the assistance of the undersigned's own professional advisors, to the extent that the undersigned has deemed appropriate, the undersigned has made its own legal, tax, accounting, and financial evaluation of the merits and risks of an investment in the Securities and the consequences of this Subscription Agreement.

       
       

       The undersigned has considered the suitability of the Securities as an investment in light of its own circumstances and financial condition and the undersigned is able to bear the risks associated with an investment in the Securities and its authority to invest in the Securities.

       
       

       The undersigned hereby represents and warrants that the undersigned, either by reason of the undersigned’s business or financial experience or the business or financial experience of the undersigned's professional advisors (who are unaffiliated with and who are not compensated by the Company or any affiliate of the Company, directly or indirectly) has the capacity to protect the undersigned's own interests in connection with the transaction contemplated hereby.

       
       

    2. The undersigned is, at minimum, an “Accredited Investor” as defined under the Securities Act. The undersigned agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Securities.

       
       

       Any information that has been furnished or that will be furnished by the undersigned to evidence its status as an accredited investor is accurate and complete and does not contain any misrepresentation or material omission.

    
    

11.  Restrictions on Transfer or Sale of Securities. As applies to the Purchaser:

    1. The undersigned is acquiring the Securities solely for the undersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities.

       
       

       The undersigned understands that the Securities have not been registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned and of the other representations made by the undersigned in this Subscription Agreement.

       
       

       The undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions.

       
       

    2. The undersigned understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that the undersigned may dispose of the Securities other than by withdrawal only pursuant to an effective registration statement under the Securities Act or an exemption therefrom (and in any case not before one (1) year from the date of subscription hereof), and the undersigned understands that the Company, at this time, has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder).

       
       

       Accordingly, the undersigned understands that under the Commission's rules, the undersigned may dispose of the Securities principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time.

       
       

       The undersigned agrees to hold the Company and its members, manager, officers, employees, controlling persons and agents and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by the undersigned contained in this Subscription Agreement or any sale or distribution by the undersigned in violation of the applicable federal securities law, including but not limited to, the Securities Act.

       
       

       The undersigned understands and agrees that in addition to restrictions on transfer imposed by applicable securities laws, the transfer of the Securities will be restricted by the terms of the Offering Documents.

       
       

    3. The undersigned agrees: (A) that the undersigned will not sell, assign, pledge, give, transfer, or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws; (B) that the certificates representing the Securities will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions.

       
       

12. The undersigned understands and agrees that the Securities sold hereunder may also be subject to certain rights or redemption or repurchase as may be provided for in the Operating Agreement, and the undersigned understands that it must agree to such terms in subscribing to the Company hereunder.

7. Conditions to Obligations of the Undersigned and the Company. The obligations of the undersigned to purchase and pay for the Securities as specified on the Signature Page hereto and of the Company to sell the Securities are subject to the satisfaction at or prior to the Closing of the following conditions precedent: the representations and warranties of the Company contained in Section 5 hereof and of the undersigned contained in Section 6 hereof shall be true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been made as of the Closing.

8. Electronic Delivery of Disclosures and Tax Information.

   
   

9. The undersigned understands that the Company and the Manager may deliver tax-related information to shareholders by either electronic mail or other forms of electronic delivery. The undersigned hereby expressly consents to such electronic delivery of tax-related disclosures and other relevant information.

   
   

   To the extent applicable, this may include the delivery of IRS Forms such as Form 1099-DIV or other relevant corporate tax forms. The Company and its affiliates agree to maintain confidentiality and safeguard such information against unauthorized access or use, and will not use or disclose such information except as permitted by law or required for tax reporting purposes.

   
   

   1. The Subscriber’s consent to electronic delivery will apply to all future tax-related information unless and until such consent is withdrawn by the Subscriber.

      
      

   2. If the Subscriber would like a paper copy of any tax-related form after consenting to electronic delivery, the Subscriber may submit a request via email or written notice to the Manager. Requesting a paper copy shall not be treated as a withdrawal of consent.

      
      

   3. If the Subscriber later chooses to withdraw consent to electronic delivery, the Subscriber must notify the Company in writing. Such withdrawal shall be effective on the date the Company receives the written notice. The Company will confirm the withdrawal and its effective date. The withdrawal will not apply retroactively to forms already delivered electronically.

      
      

   4. The Company (or the Manager) will cease providing documents electronically if the Subscriber withdraws consent, ceases to be a shareholder, or if regulatory changes prohibit electronic delivery.

      
      

   5. The Subscriber must notify the Company of any changes to the Subscriber’s contact information to ensure proper delivery of electronic communications.

      
      

   6. Tax forms such as Form 1099-DIV, if applicable, may be required to be printed and attached to the Subscriber’s federal, state, or local income tax return.

9. Obligations Irrevocable. The obligations of the undersigned shall be irrevocable.

   
   

10. Legend. The certificates representing the Securities sold pursuant to this Subscription Agreement will be imprinted with a legend in substantially the following form:

    
    

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”

11. Waiver Amendment. Neither this Subscription Agreement nor any provisions hereof shall be modified, changed, discharged or terminated except by an instrument in writing, signed by the party against whom any waiver, change, discharge or termination is sought.

    
    

12. Assignability. Neither this Subscription Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either the Company or the undersigned without the prior written consent of the other party.

13. Waiver of Jury Trial; Dispute Resolution.

    
    

    1. THE UNDERSIGNED IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT.

Any dispute, claim, or controversy arising out of or relating to this Agreement, including the negotiation, breach, validity or performance of the Agreement, the rights and obligations contemplated by the Agreement, any claims of fraud or fraud in the inducement, and any claims related to the scope or applicability of this agreement to arbitrate, shall be resolved at the request of any party to this Agreement through a two-step dispute resolution process administered by the American Arbitration Association at a location of the Manager’s choosing, first as mediation, then followed if necessary, by final and binding arbitration administered by a panel of three arbitrators (the “Arbitrator”).

The fees and expenses of the Arbitrator shall be borne by the parties bringing the dispute advanced by them from time to time as required; provided that at the conclusion of the arbitration, the Arbitrator shall award costs and expenses (including the costs of the arbitration previously advanced and the reasonable fees and expenses of attorneys, accountants and other experts) to the prevailing party.

No pre-arbitration discovery shall be permitted, except that the Arbitrator shall have the power in his sole discretion, on application by any party, to order pre-arbitration examination solely of those witnesses and documents that any other party intends to introduce in its case-in-chief at the arbitration hearing.

The parties shall instruct the Arbitrator to render such arbitrator’s award within thirty (30) calendar days following the conclusion of the arbitration hearing.

The Arbitrator shall not be empowered to award to any party any damages of the type not permitted to be recovered under this Subscription Agreement in connection with any dispute between or among the parties arising out of or relating in any way to this Subscription Agreement or the transactions arising hereunder, and each party hereby irrevocably waives any right to recover such damages.

14. Submission to Jurisdiction. With respect to any suit, action or proceeding relating to any offers, purchases or sales of the Securities by the undersigned (“Proceedings”), the undersigned irrevocably submits to the jurisdiction of the federal or state courts located in Texas, which submission shall be exclusive unless none of such courts has lawful jurisdiction over such Proceedings.

    
    

15.  Governing Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

    
    

16. Section and Other Headings. The section and other headings contained in this Subscription Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Subscription Agreement. 

    
    

17. Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid to the following addresses (or such other address as either party shall have specified by notice in writing to the other):

If to the Company:

GBR Associates, LLC 4828 Camp Bowie Blvd, Fort Worth, TX 76107  Email: brandon@godblessretirement.com

Attention: Manager

18. Binding Effect. The provisions of this Subscription Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

    
    

19. Survival. All representations, warranties and covenants contained in this Subscription Agreement shall survive (i) the acceptance of the subscription by the Company and the Closing, (ii) changes in the transactions, documents and instruments described in the Offering Documents which are not material or which are to the benefit of the undersigned and (iii) the death or disability of the undersigned.

    
    

    Notwithstanding the foregoing, the warranties, representations and covenants of the Company contained in or made pursuant to this Subscription Agreement shall survive the execution and delivery of this Subscription Agreement and the Closing for a period of one (1) year following the last Closing.

    
    

20. Acceptance of Operating Agreement. The undersigned agrees that, in addition to the execution and acceptance of this Subscription Agreement, the undersigned must also execute the Operating Agreement, accepting and agreeing to all terms therein.

    
    

21. Notification of Changes. The undersigned hereby covenants and agrees to notify the Company upon the occurrence of any event prior to the closing of the purchase of the Securities pursuant to this Subscription Agreement which would cause any representation, warranty, or covenant of the undersigned contained in this Subscription Agreement to be false or incorrect.

    
    

22. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Counterparts: Electronic Signature. This Agreement is intended to be executed by omnibus signature, containing an execution to multiple documents simultaneously one of which is this Agreement, and which omnibus signature section, when executed, shall be as if attached to this Agreement as a validly binding execution of this Agreement by its signatory.

In view thereof, this Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.

A signed copy of the omnibus signature executing this Agreement delivered by facsimile, email, or other means of Electronic Transmission (including electronic signature and delivery methods such as DocuSign, Adobe Sign, etc.) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Subscriber hereby consents to execution of this Agreement via such methods and utilizing such instruments.

GBR Associates, LLC - Investor Questionnaire 

Investor Suitability Questionnaire

The purpose of the questionnaire is to assure the Company that all such individuals and entities being offered the Interests will meet the standards required by the Securities Act of 1933, as amended, and applicable state securities laws. All answers will be kept confidential by the Manager.

However, by executing this package, the recipient agrees that this information may be provided by the Company to its legal and financial advisors, and the Company and such advisors may rely on the information set forth in this package for purposes of complying with all applicable securities laws and may present this completed questionnaire to such parties as it reasonably deems appropriate if called upon to establish its compliance with such securities laws.

Instructions. In order to subscribe for Interests in the Company, you must complete this Investor Suitability Questionnaire by filling in the information requested, checking the appropriate boxes, and if applicable, providing necessary verification documents. If you have any questions, please contact the Manager directly.

Acknowledgements; Certification & Execution by Omnibus. By completing the questions required herein and by executing the omnibus signature section as it is applied to this questionnaire, you certify, represent, and warrant to the Company and its Manager that all information and responses provided by you herein are true, accurate, and complete. You further agree that you will notify the Company of any material change to such responses as soon as possible.

If you do NOT qualify as an Accredited Investor, stop this subscription process immediately and contact the Manager prior to proceeding.

Accredited Investor Definition.

For individuals, an accredited investor is one of the following:

• An individual with a net worth or joint net worth with a spouse or spousal equivalent of at least $1,000,000, not including the value of their primary residence;

• An individual with income exceeding $200,000 in each of the two most recent calendar years or joint income with a spouse or spousal equivalent exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;

• A director, executive officer, or general partner of the Company, or any director, executive officer, or general partner of a general partner of the Company;

• An SEC-registered broker-dealer, SEC or state-registered investment adviser, or exempt reporting adviser, or the holder of a qualifying FINRA license in good standing (FINRA Series 7, 65, or 82 licenses);

• A knowledgeable employee of the issuer, as defined in rule 3c-5(a)(4) under the Investment Company Act, of the issuer of securities where that issuer is a 3(c)(1) or 3(c)(7) private fund.

For entities and organizations, an accredited investor is one of the following:

• An enterprise (e.g. a company, partnership, organization) in which all of the equity owners are Accredited Investors;

• An organization that owns investments in excess of $5,000,000 and was not formed for the specific purpose of investing in this Company;

• A family office and its family clients if the family office has assets under management in excess of $5,000,000 and whose prospective investments are directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;

• A bank, savings and loan association, insurance company, registered investment company, business development company, or small business investment company or rural business investment company;

• A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

• An employee benefit plan (within the meaning of the Employee Retirement Income Security Act) if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;

• A tax-exempt charitable organization, corporation, limited liability company, or partnership with assets in excess of $5,000,000;

• A trust with assets exceeding $5,000,000, not formed only to acquire the securities offered, and whose purchases are directed by a person who meets the legal standard of having sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment.

NOTICE TO SUBSCRIBER: The suitability standards established by this questionnaire are merely minimums; the satisfaction of such standards does not mean that an investment in the Company is a suitable investment for an investor.

Investors may be required to provide additional representations or certifications if requested by the Manager. The Manager may accept or reject your subscription based on the answers provided, or for any reason or no reason at all. A subscriber who qualifies as either Accredited or sophisticated may nevertheless be rejected as not suitable for an investment in this Company; acceptance of any subscription is within the sole discretion of the Manager.

NOTE: As the Company has elected to be taxed as a C corporation, it does not issue Schedule K-1s. Instead, shareholders may receive tax documentation appropriate for C corporation investors, such as IRS Form 1099-DIV or other applicable forms, depending on the distribution of dividends or other corporate actions. The Company will comply with all required tax reporting applicable to its tax classification.

Subscriber Information Sheet  

for 

GBR Associates, LLC 

a Texas limited liability company

Membership Class(es) Subscribing To:  

Class B (Non-Voting) Membership Interests

Total Subscription Amount:

USA PATRIOT ACT & KYC COMPLIANCE

Omnibus Signature Section for Subscription Documents

GBR Associates, LLC

IN WITNESS WHEREOF, the undersigned Member (or their respective officers thereunto duly authorized), having read, reviewed, understood, and agreed to the terms of the below listed documents, and intending for the Member to be legally bound by the same, caused this Omnibus Signature Section to be executed as of the date first written below.

Execution of this instrument, whether by hand or electronically, constitutes execution, collectively, of all below listed documents:

• Operating Agreement of GBR Associates, LLC]

• Subscription Agreement between the Undersigned and GBR Associates, LLC to purchase Class B Membership Interests

• Investor Suitability Questionnaire

• Subscriber Information Sheet

By executing this Omnibus Signature Section, the undersigned 1) acknowledges receipt of the Company’s Private Placement Memorandum, and 2) acknowledges and agrees that the undersigned is accepting, adopting and agreeing to all terms, conditions, representations, warranties, acknowledgements, covenants and other provisions contained in the above-referenced documents, with the same force and effect as if the undersigned had executed and delivered a counterpart signature page to each such document.

The offer to purchase securities as set forth above is confirmed and accepted by the Company: GBR Associates, LLC

By Brandon Chicotsky, Ph.D.

Effective upon signing this document by the investor / member.