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AMPLIFY.LA CAPITAL, L.L.C. SUBSCRIPTION BOOKLET

Name of Prospective Investor:________________________________________________ AS SOON AS POSSIBLE:

(1) Please fax or email one copy of this completed and executed Subscription Package to: Michael Nguyen Fax: 650.938.5200 Email: AmplifyFundSubscriptions@fenwick.com and (2) Send the original to: Michael Nguyen Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, CA 94041 If you have any questions regarding completion of the Subscription Booklet, please contact Michael Nguyen, 650.335.7678, mhnguyen@fenwick.com.

If the prospective investor does not wish to subscribe for an interest in Amplify.LA Capital, L.L.C. (the “Fund”) or if the prospective investor’s subscription is rejected, please return the Fund’s Operating Agreement and this Subscription Booklet (collectively, the “Fund Documents”) to Amplify.LA Partners, L.L.C. (the “Managing Member’). The Fund Documents contain highly confidential information, including trade secret, commercial and financial information, regarding the Managing Member and its investment partnerships. Any disclosure of this information could cause competitive harm to the Managing Member and its affiliated entities. By reading the information contained in the Fund Documents, each prospective investor agrees that this information (i) shall be used by such person solely in connection with making its investment decision with respect to the Fund and shall not be used by such person for any other purpose, (ii) shall not, without the prior express written consent of the Managing Member, be reproduced in any manner for, or disclosed to any other person, and (iii) shall be retained for only so long as is necessary.

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AMPLIFY.LA CAPITAL, L.L.C. SUBSCRIPTION BOOKLET CONTENTS INSTRUCTIONS SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE Subscription Agreement Member Information (Exhibit A to the Subscription Agreement) Investor Questionnaire (Exhibit B to the Subscription Agreement) TAX FORM RISK FACTORS CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES PRIVACY NOTICE

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AMPLIFY.LA CAPITAL, L.L.C. INSTRUCTIONS This Subscription Booklet relates to the offering of limited liability company interests in Amplify.LA Capital, L.L.C., a Delaware limited liability company (the “Fund”). Each prospective investor should read the Operating Agreement of the Fund, as amended from time to time, (the “Operating Agreement”) and the attached Subscription Agreement. Each prospective investor must also complete and execute, as applicable, all of the documents included in this Subscription Booklet including: 1.

the Subscription Agreement,

2.

the Member Information (Exhibit A to the Subscription Agreement),

3.

the Investor Questionnaire (Exhibit B to the Subscription Agreement),

4.

the applicable U.S. Internal Revenue Service tax form W-9, W-8BEN, W-8EXP, W-8IMY or W-8ECI. Form W-9 is included in this Subscription Booklet. Please contact Michael Nguyen if you require any of the other forms. These tax forms may also be obtained from www.irs.gov, and

5.

the Acknowledgement of Privacy Notice.

Once the prospective investor has completed and executed the Subscription Booklet, the prospective investor should: (a) Fax or email to the attention of Michael Nguyen, 650.938.5200, AmplifyFundSubscription@fenwick.com a completed and executed Subscription Booklet, and (b) Send via overnight delivery service to the address below the originally executed Subscription Booklet: Michael Nguyen Fenwick & West LLP 801 California Street Mountain View, CA 94041 Phone: 650.335.7678 The Managing Member will contact the prospective investor if any documents are incomplete or if the prospective investor is not eligible to subscribe for an interest in the Fund. Questions regarding completion of this Subscription Booklet should be directed to Michael Nguyen, 650.335.7678, mhnguyen@fenwick.com.

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Investor:_________________________________________ ________________________________________________ Contact Person: ___________________________________ Telephone No: ____________________________________ Subscription Amount (USD): $ _______________________

AMPLIFY.LA CAPITAL, L.L.C. SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE

The offering of securities described herein has not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or under any securities laws of any state of the United States or any other jurisdiction. This offering is made pursuant to Rule 506 of Regulation D under Section 4(2) of the Securities Act, which exempts from such registration transactions not involving a public offering. For this reason, these securities will be sold only to investors who meet certain minimum suitability qualifications described herein. A subscriber should be prepared to bear the economic risk of an investment in the Fund for an indefinite period of time because the interests of the Fund have not been registered under the Securities Act or the laws of any other jurisdictions, and, therefore, cannot be sold unless they are subsequently registered or an exemption from registration is available. Neither the Fund nor the Managing Member is obligated to register the Fund’s interests under the Securities Act or the laws of any other jurisdiction. Transfer of the Fund’s interests is also restricted by the terms of the Fund’s Operating Agreement.

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AMPLIFY.LA CAPITAL, L.L.C. SUBSCRIPTION AGREEMENT This Subscription Agreement and the Investor Questionnaire attached hereto as Exhibit B (the “Investor Questionnaire” and, together with this Subscription Agreement, the “Agreement”) is entered into by and among Amplify.LA Partners, L.L.C., a Delaware limited liability company (the “Managing Member”), Amplify.LA Capital, L.L.C., a Delaware limited liability company (the “Fund”), and the investor named on the signature page hereto (the “Investor”) in connection with the Investor’s purchase of a limited liability company interest in the Fund (the “Interest”) and admission as a Non-Managing Member therein pursuant to the Fund’s Operating Agreement (the “Operating Agreement”). Capitalized terms used herein but not defined shall have the meanings given them in the Operating Agreement. The Investor, Managing Member and Fund hereby agree as follows. 1. Issuance and Sale of the Interest. Subject to the terms and conditions of this Agreement and the Operating Agreement, Investor hereby subscribes for and agrees to (i) acquire the Interest, (ii) make the aggregate Capital Commitment set forth opposite the Investor’s name on the signature page hereto, and (iii) become a party to the Operating Agreement and be admitted as a Non-Managing Member of the Fund. This subscription may be rejected in whole or in part by the Managing Member. Subject to the terms and conditions set forth herein and in the Operating Agreement, the Investor’s obligation to subscribe for and pay for the Interest shall be complete and binding upon the Investor’s execution and delivery of this Agreement and acceptance thereof by the Managing Member. The Investor hereby agrees that this subscription is and shall be irrevocable and shall survive and shall not be affected by the subsequent death, disability, incapacity, dissolution, bankruptcy or insolvency of the Investor. 2. Acceptance of Subscription; Obligations under Operating Agreement. It is understood and agreed that this Agreement is made subject to the following terms and conditions: (a) The Managing Member shall have the right to accept or reject the Investor’s subscription, in whole or in part, in its sole and absolute discretion, and this subscription shall be deemed to be accepted by the Managing Member only when the Investor has been admitted as a Non-Managing Member of the Fund by execution of this Agreement by the Investor and execution evidencing acceptance of this Agreement by the Managing Member, and by execution of the Operating Agreement. (b) Upon the Investor’s admission as a Non-Managing Member as provided for in paragraph 2(a), the Investor agrees to be bound by all the terms and provisions of the Operating Agreement and will perform all obligations therein imposed upon a Non-Managing Member with respect to the Interest. By counter-signing the acceptance of this Agreement, the Managing Member agrees to be bound by all the terms and provisions of the Operating Agreement. (c) The Investor understands that the Interest will not be evidenced by a certificate subject to Article 8 of the Uniform Commercial Code. 3. Power of Attorney. By executing this Agreement, the Investor is hereby granting to the Managing Member a special power of attorney, making, constituting and appointing the Managing Member as the Investor’s attorney in fact, with power and authority to act in the Investor’s name and on 2

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the Investor’s behalf to execute, acknowledge and swear to the execution, acknowledgment and filing of documents necessary to create, operate, dissolve and liquidate the Fund in accordance with the terms of the Operating Agreement (in substantially the form furnished to the Investor) and this Agreement to be entered into with other Non-Managing Members (and in which the Managing Member will agree as attorney for the Investor to be bound by the terms of the Operating Agreement). In the event of any conflict between the Operating Agreement and any document filed pursuant to this power of attorney, the Operating Agreement shall control. The special power of attorney being granted hereby by the Investor: (i) is a special power of attorney coupled with an interest, is irrevocable, and shall survive the death, disability or legal incapacity of the Investor; (ii) may be exercised by an individual member of the Managing Member signing individually for each Non-Managing Member or for all of the Non-Managing Members executing any particular instrument; and (iii) may not be exercised in a manner beyond the power of attorney in the Operating Agreement. 4. Closing. The closing of the sale and purchase of the Interest (the “Closing”) shall take place on such date as shall be selected by the Managing Member. The Investor shall make capital contributions to the Fund in respect of its Capital Commitment in such installments and on such dates as the Managing Member may from time to time request in accordance with the provisions of the Operating Agreement. 5. Investor Representations and Warranties. The Investor hereby represents and warrants to the Managing Member and the Fund as follows: (a) Securities Law Representations and Warranties. The Investor has been advised that neither the Interest nor the offering of the Interest has been registered under the Securities Act or applicable state securities laws, but is being offered and sold pursuant to exemptions from such laws. The Investor has also been advised that the Fund will not be registered under the Investment Company Act. The Fund and the Managing Member are relying in part on the Investor’s representations and warranties contained in this Section 5(a) and the Investor Questionnaire for the purpose of qualifying for such exemptions from registration. Accordingly, the Investor hereby represents and warrants to the Fund and the Managing Member as follows: (i) The Interest is being acquired for investment for the Investor’s own account, not as a nominee or agent, and not with a view to distributing all or any part thereof within the meaning of the Securities Act. The Investor has no present intention of selling, granting any participation in or otherwise distributing the Interest, in whole or in part, in any manner contrary to the Securities Act or any applicable state securities law. The Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person with respect to the Interest, in whole or in part. The Investor understands and acknowledges that the Fund will have no obligation to recognize the ownership, beneficial or otherwise, of the Interest to anyone but the Investor, except as specifically provided in the Operating Agreement. (ii) The Investor has been solely responsible for its own due diligence investigation of the Fund and its business and analysis of the merits and risks of the investment and subscription made pursuant to this Agreement. The Investor is not relying on anyone else’s analysis or investigation of the Fund, its business or the merits and risks of the Interest, other than professional advisers employed specifically by the Investor to assist it. In taking any action or performing any role 3

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relative to arranging the investment being made pursuant to this Agreement, the Investor has acted solely in its own interest and not in that of any other party, and no other party has acted as an agent or fiduciary for the Investor. (iii) The Investor has received, read and understood the Operating Agreement and this Agreement. The Investor has been afforded an opportunity to ask questions of and receive answers from the Managing Member and its members or officers concerning the transactions contemplated by the Operating Agreement and this Agreement. The Managing Member and its members or officers have made available all additional information which the Investor has requested in connection with the transactions contemplated by the Operating Agreement and this Agreement (to the extent the Managing Member has such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of information otherwise furnished by the Managing Member or its members or officers. The Investor has investigated the acquisition of the Interest to the extent it deemed necessary or desirable, and the Managing Member has provided the Investor with any assistance the Investor has requested in connection therewith. No representations or warranties have been made to the Investor by the Fund, the Managing Member, or any agent of the Managing Member other than as set forth in the Operating Agreement or this Agreement. (iv) The Investor, either alone or with the assistance of its professional adviser, has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of acquisition of the Interest and of making an informed investment decision with respect thereto. (v) The investment in the Interest is suitable for the Investor based upon its investment objectives and financial needs. The Investor’s overall commitment to investments that are illiquid or not readily marketable is not disproportionate to its net worth, and investment in the Interest will not cause such overall commitment to become excessive. Furthermore, the Investor’s financial condition is such that the Investor is able to bear the loss of the Investor’s entire investment in the Fund or risk of holding the Interest for an indefinite period of time. (vi) The Investor recognizes that the investment in the Fund is an investment involving a high degree of risk. The Investor is aware that the Fund will be making illiquid investments in high-risk, early-stage companies and, as a result, the distribution to the Investor of gains, if any, resulting from an investment in the Fund may not occur for several years after the date of this Agreement. The Investor has carefully read and understands the risk factors contained in this Subscription Agreement and understands that there can be no assurance that the Fund will be able to repeat the historical performance of any other venture capital investment fund or obtain any goals for investment or return on investment. (vii) The Investor is aware that its rights to transfer the Interests are restricted by the Securities Act, applicable state securities laws and laws of other jurisdictions, the Operating Agreement, and the absence of a market for the Interest. The Investor further understands that (i) limited partner interests in the Fund will not be, and Non-Managing Members have no rights to require that such interests be, registered under the Securities Act; (ii) there will be no public market for the Fund’s limited partner interests; (iii) the Investor may not be able to avail itself of exemptions available for resale of the 4

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Interest without registration, and accordingly, may have to hold the Interest indefinitely; and (iv) it may not be possible for the Investor to liquidate its investment in the Fund. (viii) The Investor is an “accredited investor” as indicated by its responses to Part 2 of the Investor Questionnaire, and the Investor is a “qualified purchaser” as indicated by its responses to Part 3 of the Investor Questionnaire. The Investor agrees to provide any additional documents and information that the Managing Member reasonably requests for purposes of determining the Investor’s status as an accredited investor and qualified purchaser. (b) The Investor understands that, except as otherwise provided in the Operating Agreement, the Investor may not make less than the full amount of any required capital contribution. The Investor is familiar with and understands the nature and scope of the rights and remedies provided to the Managing Member and the Fund in the event of the Investor’s failure to pay any part of its Capital Commitment when due and is prepared to accept the exercise against it of such rights and remedies in the event of such failure on the Investor’s part. (c) The Investor is not relying on the Fund, the Managing Member or any of their partners, members, officers, employees, agents or representatives for legal, investment or tax advice, and the Investor has sought independent legal, investment and tax advice to the extent the Investor has deemed necessary or appropriate in connection with its decision to subscribe for the Interest. Furthermore, the Investor understands that no United States federal or state agency or agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the offering and sale of the Interest or of the Operating Agreement. (d) The Investor is not acquiring the Interest with a view to realizing any benefits under United States federal income tax laws, and no representations have been made to the Investor that any such benefits will be available as a result of the Investor’s acquisition, ownership or disposition of the Interest. (e) The Investor represents, warrants and agrees that it will provide at the Closing a properly completed Form W-8BEN, W-8IMY, W-8EXP, W-8ECI or W-9, as appropriate (a “Withholding Certificate”), and the Investor shall cooperate with the Managing Member upon the Managing Member’s request to update and maintain such Withholding Certificate in a timely manner. (f) If the Investor is a natural person (or the alter ego of a natural person, e.g., an IRA, self-directed retirement plan, or revocable grantor trust), the execution, delivery and performance by the Investor of this Agreement and the Operating Agreement are within such person’s legal right, power and capacity, require no action by or in respect of, or filing with, any governmental body, agency, or official (except as disclosed in writing to the Managing Member and which have been obtained or fully complied with), and do not and will not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument to which such person is a party or by which such person or any of his or her properties or assets is bound. This Agreement constitutes, and the Operating Agreement, when executed and delivered, will constitute, valid and binding agreements of such person, enforceable against such person in accordance with their terms.

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(g) If the Investor is (1) a corporation, limited liability company, trust, partnership or other entity or organization or (2) an individual retirement account or self-directed employee benefit plan, the Investor hereby represents and warrants that: (i) the Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) the Investor has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and the Operating Agreement; (iii) the Investor has obtained all necessary consents, approvals and authorizations of all governmental authorities and other persons required to be obtained in connection with its execution of this Agreement and the performance of its obligations hereunder and under the Operating Agreement; (iv) the person signing this Agreement on its behalf has been duly authorized to execute this Agreement; and (v) such execution, delivery and performance does not violate, or conflict with, the terms of any agreement or instrument to which you are a party or by which the Investor is bound. This Agreement has been duly executed by the Investor and constitutes, and the Operating Agreement, when the Investor is admitted as a Non-Managing Member, will constitute, a valid and legally binding agreement of the Investor. (h) The Investor acknowledges that the Fund, and the Managing Member and certain of their Affiliates are subject to certain anti-money laundering and related provisions and otherwise prohibited from engaging in transactions with, or providing services to, certain foreign countries, territories, entities and individuals, including without limitation, specially designated nationals, specially designated narcotics traffickers and other parties subject to United States government or United Nations sanctions and embargo programs. In furtherance of the foregoing: (i) The Investor hereby represents and warrants the following and shall promptly notify the Managing Member if any of the following ceases to be true and accurate: A. To the best of the Investor’s knowledge based upon appropriate diligence and investigation, none of the cash or property that the Investor has paid or will pay or contribute to the Fund has been or shall be derived from or related to any activity that is deemed criminal under United States law, nor will the proposed investment by the Investor in the Fund, which is being made on its own behalf or, if applicable, on behalf of any beneficial owners, directly or indirectly contravene United States federal, state, international or other laws or regulations, including any AML Laws. B. No contribution or payment by the Investor to the Fund or the Managing Member, to the extent within the Investor’s control, shall cause the Fund or Managing Member to be in violation of any AML Laws, including, without limitation, the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, and the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. (ii) The Investor understands and agrees that if at any time it is discovered that any of the representations in this Section 5(h) are untrue or inaccurate, or if otherwise required by applicable law or regulation related to money laundering and similar activities, the Managing Member may undertake appropriate actions to ensure compliance with applicable law or regulation, including, but not limited to segregation or redemption of the Investor’s investment in the Fund. 6

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(iii) The Investor acknowledges that the Fund, the Managing Member or any administrator acting on behalf of the Fund may require further documentation verifying the Investor’s identity or the identity of the Investor’s beneficial owners, if any, and the source of funds used to purchase the Interest. The Investor hereby agrees to provide such documentation as may be requested by the Managing Member. Furthermore, the Investor acknowledges and agrees that the Fund or Managing Member may release confidential information regarding the Investor and, if applicable, any of the Investor’s beneficial owners, to government authorities if the Managing Member, in its sole discretion, determines after consultation with counsel that releasing such information is in the best interest of the Fund in light of any AML Law. (i) The Investor understands and acknowledges that, in connection with public offerings of Portfolio Companies and the acquisition and disposition of “new issues” (within the meaning of Rule 5130 of the Financial Industry Regulatory Authority (FINRA)) and any representations the Fund is required to make in connection therewith, the Fund will be relying on the information contained in Part 6 of the Investor Questionnaire. The Investor understands that failure to fully and accurately complete such information or failure to respond to a request for an annual update to such information may prevent beneficial ownership by the Investor in any new issue Securities through the Investor’s Interest, pursuant to the Operating Agreement. (j) The Investor is not subject to the Freedom of Information Act or similar law or regulation. The Investor agrees that it shall promptly notify the Managing Member if it becomes subject to the Freedom of Information Act or similar law or regulation at any time after the date hereof. (k) If the Investor is a resident of the United States, the Investor is a resident of the state identified in its address set forth under its signature hereto and the offer of the Interest was made to the Investor in such state and the Investor intends that the state securities laws of that state (excluding any other state law) shall govern this transaction. (l) If the Investor is not a resident of the United States, the Investor understands that it is the Investor’s responsibility to satisfy itself as to full observance of laws of any relevant territory outside of the United States in connection with the offer and sale of the Interest, including obtaining any required governmental or other consents, making any filings or observing any other applicable formalities. (m) The Investor understands that (i) the Managing Member has engaged Fenwick & West LLP ("F&W"), as legal counsel to the Managing Member and the Fund, (ii) F&W has not been engaged to protect or represent the interests of any Non-Managing Member or prospective limited partner vis-à-vis the Fund, the Managing Member or the preparation of this Agreement or the Operating Agreement, and (iii) no other legal counsel has been engaged by the Managing Member or the Fund to act in such capacity. (n) The Investor represents and warrants that the information provided in Non-Managing Member Information attached hereto as Exhibit A is accurate, and that the Investor shall promptly notify the Managing Member of any change to such information. (o) The foregoing representations and warranties and all representations and warranties made by the Investor in the Investor Questionnaire are true and accurate as of the date hereof and shall be 7

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true and accurate as of the Closing and shall survive the date of Closing. If in any respect such representations and warranties shall not be true and accurate prior to or at the Closing, the Investor shall give immediate notice of such fact to the Managing Member: Amplify.LA Partners, L.L.C. 509 Brooks Avenue Venice, CA 90291 Email: AmplifyFundSubscriptions@fenwick.com All agreements, 6. Survival of Agreements, Representations and Warranties, etc. representations and warranties contained herein shall survive the execution and delivery of this Agreement and the sale and purchase of the Interest in the Fund. 7. Further Agreements. The Investor understands that the information provided herein (including the Exhibits hereto) will be relied upon by the Fund and the Managing Member for the purpose of determining the Investor’s eligibility to purchase the Interest. The Investor agrees to provide, if requested, any additional information that may reasonably be required to determine its eligibility to purchase the Interest. In addition, the Investor will furnish to the Fund, upon request, any other information reasonably determined by the Managing Member to be necessary or convenient for the formation, operation, dissolution, winding up or termination of the Fund, including, if relevant, information with respect to the foreign citizenship, residency, ownership or control of the Investor and its beneficial owners so as to permit the Managing Member to evaluate and comply with any regulatory and tax requirements applicable to the Fund or proposed investments of the Fund; provided that (i) such other information is in the Investor’s possession or is available to the Investor without unreasonable effort or expense and (ii) the Investor’s obligation with respect to such other information shall not apply to information that the Investor is required by law or agreement to keep confidential. 8. Indemnification. To the maximum extent permitted by law, the Investor shall indemnify and hold harmless the Fund, the Managing Member, the Management Company and each equityholder, member, director, officer, employee or agent against any loss, expense, damage or injury suffered or sustained by such indemnified person by reason of any breach of any representation or warranty, or any breach of or failure to comply with any covenant or undertaking, made by the Investor or on the Investor’s behalf in this Agreement (including the Exhibits hereto) or in any other document (other than the Operating Agreement) the Investor furnished to any of the foregoing pursuant to this Agreement. 9. Expenses. Each party hereto will pay its own expenses relating to this Agreement and the purchase of the Interest hereunder, except as set forth in the Operating Agreement with respect to organizational expenses payable by the Fund. 10. Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally but only with the written consent of the Investor and the Managing Member. 11. Acceptance of Subscription. The Managing Member may accept in its sole discretion all or any portion of the requested capital commitment amount set forth on the signature page to this 8

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Agreement. If so accepted, this Agreement may not be cancelled, terminated or revoked by the Investor. The Managing Member may also reject in its sole discretion the Investor’s entire requested capital commitment. 12. Severability. In the event any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and replaced with a valid and enforceable provision as similar in intent as reasonably possible to the provision so severed, and shall not cause the invalidity or unenforceability of the remainder of this Agreement. 13. Confidentiality of Fund Information. Without limiting the generality of the foregoing or the Investor’s obligations under the Operating Agreement, the Investor acknowledges and agrees to the provisions of Section 6.15 (regarding Confidential Information) of the Operating Agreement. 14. Counterparts. This Agreement may be executed in any number of counterparts and, when so executed, all of such counterparts shall constitute a single instrument binding upon all parties notwithstanding the fact that all parties are not signatory to the original or to the same counterpart. 15. Governing Law. The interpretation and enforceability of this Agreement and the rights and liabilities of the parties hereto shall be governed by the laws of the State of Delaware as such laws are applied in connection with partnership agreements entered into and wholly performed upon in Delaware by residents of Delaware. To the extent permitted by the Act and other applicable law, the provisions of this Agreement shall supersede any contrary provisions of the Act or other applicable law. THE INVESTOR AND THE MANANGING MEMBER, ON BEHALF OF ITSELF AND THE FUND, IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST THE MANAGING MEMBER OR ANY SERVICE COMPANY (OR THEIR RESPECTIVE EQUITYHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, IN THEIR CAPACITY AS SUCH OR IN ANY RELATED CAPACITY) OR THE FUND, OR IN ANY WAY RELATING TO THIS AGREEMENT, THE OPERATING AGREEMENT OR ANY OFFERING MATERIALS. 16. Headings. The headings in this Agreement are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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AMPLIFY.LA CAPITAL, L.L.C. SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE SIGNATURE PAGE In witness whereof, the parties hereto have executed this Agreement as of the date set forth below. Date: ___________________________ INDIVIDUAL INVESTOR:

ENTITY INVESTOR:

Name:

Name of Investor

$ Capital Commitment

By: Name: Title: $ Capital Commitment

SUBSCRIPTION ACCEPTED:

MANAGING MEMBER:

FUND:

AMPLIFY.LA PARTNERS, L.L.C.

AMPLIFY.LA CAPITAL, L.L.C.

By: ____________________________ Name: Title: Managing Member

By: Amplify.LA Partners, L.L.C. Its: Managing Member

By: _________________________________ Name: Title: Managing Member $ Accepted Capital Commitment

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EXHIBIT A AMPLIFY.LA CAPITAL, L.L.C. MEMBER INFORMATION

Member Legal Name: K-1 Address:

Social Security # or Federal Tax ID #

$

Commitment:

If applicable: Name of Trustee:

Trustee Address:

Trustee Phone/Fax:

Name of Plan Sponsor:

Plan Sponsor Address:

Plan Sponsor Phone/Fax:

WIRE INFORMATION – CASH DISTRIBUTIONS Account Name: Bank Name: Bank’s City/State: ABA No.:

Swift No.:

Acct. No.: Wire Notes/Special Instructions: For Further Credit To Account Name: Intermediary Bank Name: ABA No. 2:

Swift No. 2:

Acct. No. 2: Wire Notes/Special Instructions:

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REPORTING INSTRUCTIONS Primary Contact (check all that apply):

□ □ □ □ □ □ □

Annual LP Meeting Quarterly Reports K-1s Legal Capital Call Notices Cash Distributions Stock Distributions

Name: Title: Company: Address:

Facsimile:

Phone: Email: Additional Contact (check all that apply):

□ □ □ □ □ □ □

Annual LP Meeting Quarterly Reports K-1s Legal Capital Call Notices Cash Distributions Stock Distributions

Name: Title: Company: Address:

Facsimile:

Phone: Email: Additional Contact (check all that apply):

□ □ □ □ □ □ □

Annual LP Meeting Quarterly Reports K-1s Legal Capital Call Notices Cash Distributions Stock Distributions

Name: Title: Company: Address:

Phone:

Facsimile:

Email:

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EXHIBIT B

AMPLIFY.LA CAPITAL, L.L.C. INVESTOR QUESTIONNAIRE Capitalized terms used but not defined in this Investor Questionnaire shall have the meanings given to them in the Operating Agreement. PART 1 – GENERAL REPRESENTATIONS

A. box):

The Interest will be held under the following type of ownership (Please check the applicable

□ Individual □ Community Property, Joint Tenants, or Tenants in Common □ Tax Exempt Organization □ IRA / Keogh / SEP □ C Corporation □ S Corporation

B.

□ □ □ □ □

Limited Partnership General Partnership Limited Liability Company Other: __________________________ A trust (check applicable category below): □ An irrevocable trust □ A living trust or other revocable trust with ____ grantor(s)

Please check the appropriate true or false response to the following statements:

□ True

□ False

The Investor is an “employee benefit plan” as defined in Section 3(3) of ERISA, that is subject to Part 4 of Title I of ERISA.

□ True

□ False

The Investor is a “plan” as defined in Section 4975(e)(1) of the Code, including, without limitation, individual retirement accounts and Keogh plans.

□ True

□ False

The Investor is an entity whose underlying assets include “plan assets” (as defined in the Plan Asset Regulations, as modified by Section 3(42) of ERISA) by reason of a plan’s investment in the Investor. (For example, the Investor is not a VCOC and 25 percent or more of a class of its equity interests is owned by entities described in the above two categories.) If the above statement is true, the Investor hereby certifies that ___________% of the total value of equity interests in the Investor is held by “benefit plan investors” (as defined in ERISA).

The Investor understands that the Fund, the Managing Member and their legal counsel are relying upon the Investor’s response within this Section B in determining fiduciary responsibilities under ERISA and related rules and regulations. (If the Investor checked “True” to any of the foregoing statements in this Section B, the Investor will be deemed to be an ERISA Member pursuant to the Operating Agreement.)

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C.

Please check the appropriate true or false response to the following statements:

□ True

□ False

Governmental Plan. The Investor is a “governmental plan” as defined in Section 3(32) of ERISA. (If the Investor checked “True” to this statement, the Investor will be deemed to be a Governmental Plan Non-Managing Member pursuant to the Operating Agreement.)

□ True

□ False

Tax Exempt Organization. The Investor is an entity the income of which, except as provided in Sections 511-514 of the Code, generally is exempt from Federal income tax pursuant to Section 401 or 501 of the Code or by virtue of its status as a State government or agency/instrumentality thereof; or (ii) if the Investor is classified as a partnership or other pass-through entity for Federal income tax purposes, an equity interest in the Investor is held (directly or indirectly through another pass-through entity) by a Person whose income generally is so exempt. (If the Investor checked “True” to this statement, the Investor will be deemed to be a Tax Exempt NonManaging Member pursuant to the Operating Agreement.)

□ True

□ False

Non-U.S. Person. The Investor: (a) is not, except to the extent directly attributable to the holding of its interest in the Fund, engaged in the conduct of a U.S. Trade or Business; (b) does not use its interest in the Fund in, or hold such interest in connection with, a U.S. Trade or Business; (c) is one of the following: (i) a nonresident alien individual as to the United States within the meaning of the Code who is not otherwise taxed as a citizen or resident of the United States under the Code; (ii) a corporation, partnership or other entity organized under the laws of a country other than the United States; (iii) an estate not subject to United States taxation on its worldwide income; or (iv) a trust not subject to the primary supervision of a court within the united States or with respect to which no United States person as described in Section 7701(a)(30) of the Code has the authority to control all substantial decisions; and (d) is not, except to the extent directly attributable to the holding of its interest in the Fund, required to file United States Federal income tax returns; or if the Investor is a partnership or limited liability company organized in the United States, it (x) qualifies as a NonU.S. Person under clauses (a) and (b) above and (y) has at least one constituent partner or member that would qualify as a Non-U.S. Person under all provisions of the preceding sentence if such partner or member were admitted to the Fund as a Non-Managing Member.

□ True

□ False

Bank Holding Company. The Investor is subject to the Bank Holding Company Act of 1956, as amended. (If the Investor checked “True” to this statement, the Investor will be deemed to be a BHC Non-Managing Member pursuant to the Operating Agreement.) 2

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□ True

□ False

Media Company. The Investor desires to be identified as a Media Company Non-Managing Member. (If the Investor checked “True” to this statement, the Investor will be deemed to be a Media Company Non-Managing Member in the reasonable discretion of the Managing Member in accordance with the Operating Agreement.)

If any of the above responses becomes inaccurate at any time, including any time following the Closing, the Investor or Investor’s counsel should promptly notify the Managing Member. D. If the Investor is an entity, please check the appropriate true or false response to each of the following statements. □ True

□ False

The Investor was not organized for the purpose of acquiring the Interest.

□ True

□ False

To the best of the Investor’s knowledge, the Investor does not control, nor is it controlled by, or under common control with, any other Non-Managing Member of the Fund.

□ True

□ False

The Investor has made investments prior to the date hereof or intends to make investments in the near future and each beneficial owner of interests in the Investor has and will share in the same proportion of each such investment.

□ True

□ False

The Investor’s investment in the Fund will not constitute more than 40 percent of its assets (including for this purpose any capital committed to the Investor if the Investor is an investment fund).

□ True

□ False

The governing documents of the Investor require that all of its beneficial owners, including, but not limited to, shareholders, partners and beneficiaries, participate through their interests in the Investor in all of the Investor’s investments and that the profits and losses from each such investment are shared among the beneficial owners in the same proportions as all other investments of the Investor. No beneficial owner may vary its share of the profits and losses or the amount of its contribution for any investment made by the Investor.

If the “False” box is checked for any of the above statements, the Investor or the Investor’s counsel should contact Michael Nguyen, 650.335.7678, mhnguyen@fenwick.com, immediately.

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E. Publicly Traded Partnerships. The Investor represents that at least one of the following statements is true and will continue to be true throughout the period during which such Investor holds an Interest in the Fund (please check all that apply): □

The Investor is not a partnership, grantor trust or S corporation for federal income tax purposes.

□ With regard to each beneficial owner of the Investor, the principal purposes for the establishment or use of the Investor do not include avoidance of the 100 partner limitation set forth in United States Treasury Regulation Section 1.7704-1(h)(1)(ii). □ With regard to each beneficial owner of the Investor, not more than 50 percent of the value of such beneficial owner’s interest in the Investor is attributable to the Investor’s interest in the Fund. The Investor hereby acknowledges that the Managing Member will rely upon the Investor’s representations as set forth in this Part 1.E. for purposes of determining whether the Fund may be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code, and that failure by an Investor to satisfy its obligations under this Part 1.E. may cause the Fund to be treated as a corporation for federal, state and local tax purposes. The Investor agrees to notify the Managing Member immediately if its response above becomes inaccurate at any time, including any time following the closing, and shall promptly thereafter deliver to the Managing Member any information regarding such Investor and its beneficial owners necessary to determine the number of the Fund’s partners within the meaning of United States Treasury Regulation Section 1.7704-1(h).

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AMPLIFY.LA CAPITAL, L.L.C. INVESTOR QUESTIONNAIRE PART 2 – ACCREDITED INVESTOR REPRESENTATIONS The Investor makes one of the following representations regarding the Investor’s status as an “accredited investor” (within the meaning of Rule 501 under the Securities Act), and has checked the applicable representation. □

The Investor is □ a bank as defined in Section 3(a)(2) of the Securities Act. □ a savings and loan association or other institutions as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity. □ a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934. □ an insurance company as defined in Section 2(13) of the Securities Act. □ an investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of the Investment Company Act. □ a Small Business Investment Company licensed by the United States Small Business Administration under Section 301(c) or (d) of the Small Business Administration Investment Act of 1958. □ a plan established and maintained by a state or 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 ERISA and □ the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser or □ the employee benefit plan has total assets of $5,000,000 or □ if a self-directed plan, with investment decisions made solely by persons that are accredited investors. □ a private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940.

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□ The Investor is a natural person whose individual a net worth, or joint net worth with the Investor’s spouse, exceeds $1,000,0001. □ The Investor is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or a joint income with the Investor’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. □ The Investor is an organization described in Section 501(c)(3) of the Code, corporation, partnership, limited liability company or Massachusetts or similar business trust, not formed for the specific purpose of acquiring the Interest, with total assets in excess of $5,000,000. □ The Investor is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interest, whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of an investment in the Interest. □ The Investor is an entity in which all of the equity owners are accredited investors. In the case of an Investor that is a revocable trust, all of the grantors and trustees are accredited investors. If the Investor belongs to this category only, list on a separate sheet to be attached hereto the equity owners (or grantors and trustees) of the Investor and the category which each such equity owner (or grantor and trustee) satisfies. □ The Investor is not an accredited investor. (The Investor or the Investor’s counsel should contact Michael Nguyen, 650.335.7678, mhnguyen@fenwick.com immediately.)

                                                            1

For purposes of calculating “net worth” in order to determine the Investor’s accredited investor status, the value of the Investor’s primary residence must be excluded. Any related indebtedness secured by such residence up to its fair market value may be excluded. Indebtedness secured by such residence in excess of its fair market value should be deducted from the Investor’s net worth.

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AMPLIFY.LA CAPITAL, L.L.C. INVESTOR QUESTIONNAIRE PART 3 – QUALIFIED PURCHASER REPRESENTATIONS A. The Investor makes one of the following representations regarding the Investor’s status as a “qualified purchaser” (within the meaning of Section 2(a)(51) of the Investment Company Act) and has checked the applicable representation. Please see page 8 for certain definitions and explanations to evaluate your qualified purchases status. □

The Investor is a natural person who owns at least $5,000,000 in investments.

□ The Investor is company that owns not less than $5,000,000 in Investments and is owned directly or indirectly by two or more natural persons who are related as siblings or spouses (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons (a “Family Company”). □ The Investor is a trust that was not formed for the specific purpose of acquiring the Interest, as to which the trustee or other person authorized to make decisions with respect to the trust and each settlor or other person who has contributed assets to the trust is a qualified purchaser. □ The Investor is a company or natural person, acting for its own account or the accounts of other qualified purchasers, that in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments. □ The Investor is a qualified institutional buyer as defined in Rule 144A under the Securities Act (“Rule 144A”), acting for its own account, the account of another qualified institutional buyer or of the account of a qualified purchaser, provided that (i) if the Investor is a dealer described in Section (a)(1)(ii) of Rule 144A the Investor owns and invests on a discretionary basis at least $25,000,000 in securities of issuers that are not affiliated with the Investor, and (ii) if the Investor is a plan referred to in Section (a)(1)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred to in Section (a)(1)(F) of Rule 144A that holds the assets of such a plan, the Investor is not deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of the plan. □ The Investor is a company and each beneficial owner of the Investor is a qualified purchaser. If the Investor belongs to this category only, list on a separate sheet to be attached hereto the equity owners of the Investor and the category which each such equity owner satisfies. □ The Investor is not a qualified purchaser. (The Investor or the Investor’s counsel should contact Michael Nguyen, 650.335.7678, mhnguyen@fenwick.com immediately.)

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B. The Investor is a company that would be treated as an “investment company” under the Investment Company Act but for the exceptions provided for in Section 3(c)(1) or 3(c)(7) of the Investment Company Act. □

False.

True. Please answer the following: (i) The Investor hereby represents and warrants that it has obtained the consent to its treatment as a qualified purchaser from the appropriate beneficial owners of its securities in accordance with the requirements of Section 2(a)(51)(C) of the Investment Company Act and Rule 2a51-2 thereunder. □

True.

□ False. (The Investor or the Investor’s counsel should contact Michael Nguyen, 650.335.7678, mhnguyen@fenwick.com immediately.)

Certain Definitions Relating to a Qualified Purchaser Status The following summary of certain applicable sections of the Investment Company Act and the rules and regulations thereunder are provided for the Investor’s informational purposes only, to assist the Investor in determining whether the Investor is a qualified purchaser. The Investor is strongly encouraged to consult its own legal advisors for guidance on its status as a qualified purchaser. Investments. For purposes of determining qualified purchaser status, “investments” is defined in Rule 2a51-1 under the Investment Company Act and includes: (a) Cash and cash equivalents (including foreign currencies) held for investment purposes, including bank deposits, certificates of deposit, bankers acceptances and similar bank instruments held for investment purposes, and the net cash surrender value of an insurance policy. (b) Securities (other than securities of an issuer that controls, is controlled by, or is under common control with the Investor, unless the issuer is an investment vehicle, a public company, or a company with shareholders’ equity of not less than $50,000,000 (as each of those categories is further elaborated in the Rule)). (c) Real estate held for investment purposes (e.g., not used as personal residence or place of business by the Investor or a related person of the Investor). (d) Commodity futures contracts, options on commodity futures contracts, and options on physical commodities (each, a “Commodity Interest”) traded on or subject to the rules of a major commodities exchange, and held for investment purposes.

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(e) Physical commodities with respect to which a Commodity Interest is traded on a major commodities exchange (e.g., gold or silver) and which are held for investment purposes. (f)

Financial contracts, including swaps and similar contracts, entered into for investment purposes.

(g) If the Investor is a company excluded from the definition of an investment company under Section 3(c)(1) or 3(c)(7) of the Investment Company Act or a commodity pool, any amounts payable to the Investor pursuant to a binding commitment in which a person has agreed to acquire an interest in, or make capital contributions to, the Investor upon its demand. Valuation. An investment should be valued at its fair market value as of the most recent practicable date or its cost, provided that commodity interests should be valued at the initial margin or option premium deposited in connection with such interests. Any amount of outstanding indebtedness incurred to acquire or for the purpose of acquiring the investment (and, if the Investor is a Family Company, any indebtedness incurred by an owner of the Investor to acquire such investment) must be deducted from the value of such investment. Retirement Plans and Trusts. If the Investor is a natural person, the Investor may include as his or her investments any investments held in an individual retirement account or similar account the investments of which are directed by and held for the benefit of the Investor. Joint Investments. If the Investor is a natural person, the Investor may include as his or her investments any investments held jointly with the Investor’s spouse, or in which the Investor and the Investor’s spouse share a community property or similar shared ownership interest. In determining whether spouses who are making a joint investment are qualified purchasers, there may be included in the amount of each spouse’s investments any investments owned by the other spouse (whether or not such investments are held jointly). In each case, the value of any such investments should be reduced by any outstanding debt incurred by either spouse in purchasing such investments. Investments by Subsidiaries. For purposes of determining whether the Investor, acting for its own account or the accounts of other qualified purchasers, in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments, the Investor may include investments owned by its majority-owned subsidiaries and investments owned by a company (a “Parent Company”) of which the Investor is a majority-owned subsidiary, or by a majority-owned subsidiary of the Investor and other majority-owned subsidiaries of the Parent Company.

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AMPLIFY.LA CAPITAL, L.L.C. INVESTOR QUESTIONNAIRE PART 4 – NON-U.S. PERSON Please note that the usage of terms in this section regarding status as a U.S. person or not is not the same as the terms used in Part 1.C. Please check the appropriate statement. □

The Investor is U.S. Person (as defined below).

The Investor is not a U.S. Person (as defined below). By checking this box (that the Investor is not a U.S. Person), the Investor hereby certifies that it is not a U.S. Person and is not acquiring the interest in the Fund for the account or benefit of any U.S. Person. Further, the Investor agrees to resell its interest in the Fund only in accordance with the provisions of Regulation S under the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration. The Investor further agrees not to engage in hedging transactions with regard to its interest in the Fund unless in compliance with the Securities Act.

For purposes of this Part 4 of the Investor Questionnaire, a “U.S. Person” is: (i) a natural person who is resident in the United States; (ii) a partnership or corporation organized or incorporated under the laws of the United States; (iii) an estate of which any executor or administrator is a U.S. Person; (iv) a trust of which any trustee is a U.S. Person; (v) an agency or branch of a foreign entity located in the United States; (vi) a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (vii) a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; or (viii) a partnership or corporation if (A) organized or incorporated under the laws of any foreign jurisdiction and (B) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts. Notwithstanding the foregoing to the contrary, the following are not “U.S. Persons”:

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(i) a discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; (ii) an estate of which any professional fiduciary acting as executor or administrator is a U.S. Person if (A) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate and (B) the estate is governed by foreign law; (iii) a trust of which any professional fiduciary acting as trustee is a U.S. Person, if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settler if the trust is revocable) is a U.S. Person; (iv) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country; (v) an agency or branch of a U.S. Person located outside the United States if (the agency or branch operates for valid business reasons and (B) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and (vi) the International Monetary Fund, the International Bank for Reconstructions and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans. “United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

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AMPLIFY.LA CAPITAL, L.L.C. INVESTOR QUESTIONNAIRE PART 5 – PUBLIC DISCLOSURE OBLIGATIONS Please check the appropriate true or false response to each of the following statements. A. □ True

□ False

The Investor is directly or indirectly subject to either Section 552(a) of the Freedom of Information Act in the United States or any similar national or local disclosure law whether U.S. or non-U.S. or national or local.

B. □ True

□ False

The Investor is subject, by regulation, contract, or otherwise, to disclose Fund information to a trading exchange or other market where interest in the Investor are sold or traded, whether domestic or foreign.

C. □ True

□ False

The Investor is required to or will likely be required to disclose Fund information to a governmental body, agency, or committee (including, without limitations, any disclosures required in accordance with the Ethics in Government Act of 1978 and any rules or regulations of any executive, legislative, or judiciary organization), whether U.S. or non-U.S. or national or local, by virtue of the Investor’s (or any of its affiliate’s) current or proposed involvement in government office.

D. □ True

□ False

The Investor is an agent, nominee, fiduciary, custodian, or trustee of any Person described in the foregoing statements A through C, where Fund information provided or disclosed to the Investor as a Non-Managing Member, by or on behalf of the Fund, the Managing Member, or the Management Company could at any time become available to such Person.

E. □ True

□ False

The Investor is an investment fund or other entity that has any Person described in the foregoing statements A through D as a partner, member, or other beneficial owner where Fund information provided or disclosed to the Investor as a Non-Managing Member, by or on behalf of the Fund, the Managing Member, or the Management Company could at any time become available to such Person.

F. □ True

□ False

If the response to any of the statements A through E is true, the Investor, based on the advice of counsel, reasonably believes that it is not required by law to disclose any Confidential Information provided to the Investor by the Fund, the Managing Member or the Management Company.

□ Not Applicable

If the Investor checked “True” to any of the foregoing statements in this Part 5, the Investor will be deemed to be a FOIA Non-Managing Member pursuant to the Operating Agreement. The Investor agrees to notify the Managing Member immediately if any of its responses above becomes inaccurate at any time, including any time following the Closing.

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AMPLIFY.LA CAPITAL, L.L.C. INVESTOR QUESTIONNAIRE PART 6 – FINRA REPRESENTATIONS In order to comply with Rule 5130 of the Financial Industry Regulatory Authority (FINRA) regarding restrictions on the purchase and sale of initial equity public offerings, the Fund from time to time may be required to provide certain information regarding any associations or affiliations of Members with brokerdealers. As a result, the Fund is seeking certain information regarding the Investor’s FINRA associations and affiliations. Certain terms used herein are defined at the end of this Part 6. A.

Opt-Out

□ The Investor elects to have its entire interest in the Fund treated as being held by a “restricted person” within the meaning, and for purposes, of Rule 5130. The Investor understands that in electing to be treated as a restricted person, the Investor may not be permitted to participate (or participate fully) in gains and losses attributable to the Fund’s purchase of new issues. If the above box is checked, the Investor is not required to complete the remainder of this Part 6 of the Investor Questionnaire. Otherwise, please proceed below. The Investor may at any time notify the Managing Member that it no longer elects to be treated as a restricted person by providing the Managing Member the information necessary to establish its status as a non-restricted person; provided, however, that any action taken by the Managing Member on behalf of the Fund with respect to new issues prior to such notification will be modified only in the sole discretion of the Managing Member. B.

Exemptions from Rule 5130

If the Investor is able to make one of the following representations in this Section B, the Investor is generally exempt from Rule 5130 and is not required to complete the remainder of this Part 6 of the Investor Questionnaire. Please check the box by a true statement, if any, or proceed with the remainder of this Part 6. □ 1. The Investor is an ERISA benefits plan that is qualified under Section 401(a) of the Code and such plan is not sponsored solely by a broker-dealer. □ 2. The Investor is a state or municipal government benefits plan that is subject to state and/or municipal regulation. □ the Code.

3.

The Investor is a tax exempt charitable organization under Section 501(c)(3) of

4.

The Investor is a church plan under Section 414(e) of the Code.

□ 5. The Investor is an investment company registered under the Investment Company Act of 1940. □ 6. The Investor is a common trust fund or similar fund as described in Section 3(a)(12)(A)(iii) of the Exchange Act, and the Investor (a) has investments from 1,000 or more accounts 13

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and (b) does not limit beneficial interests in the Investor principally to trust accounts of persons or entities described in Section C (“Restricted Persons”). □ 7. The Investor is an insurance company general, separate or investment account, and (a) the account is funded by premiums from 1,000 or more policyholders, or, if a general account, the insurance company has 1,000 or more policyholders; and (b) the insurance company does not limit the policyholders whose premiums are used to fund the account principally to Restricted Persons, or, if a general account, the insurance company does not limit its policyholders principally to Restricted Persons. □ 8. The Investor is an account and the beneficial interests of Restricted Persons do not exceed 10 percent of the Investor. □ 9. The Investor is a publicly traded entity (other than a broker-dealer or an affiliate of a broker-dealer where such broker-dealer is authorized to engage in the public offering of new issues either as a selling group member or underwriter) that: (a) is listed on a national securities exchange, or (b) is a foreign issuer whose securities meet the quantitative designation criteria for listing on a national securities exchange. □ 10. The Investor is an investment company organized under the laws of a foreign jurisdiction and (a) the Investor is listed on a foreign exchange or authorized for sale to the public by a foreign regulatory authority, and (b) no person owning more than 5% of the shares of the Investor is a Restricted Person. □ C.

11.

None of the above applies to the Investor.

Restricted Persons

Please check the box by each true statement and, if applicable, provide the requested information. □

1.

The Investor is a FINRA member.

□ 2. The Investor is an officer, director, general partner, associated person or employee of a FINRA member or any other broker-dealer (other than a limited business broker-dealer). The name of the FINRA member or other broker-dealer is . □ 3. The Investor is an agent of a FINRA member or any other broker-dealer (other than a limited business broker-dealer) that is engaged in the investment banking or securities business. The name of the FINRA member or other broker-dealer is . □ 4. The Investor acts as a finder in connection with public offerings of securities, or a person who may act in a fiduciary capacity to an underwriter, including, but not limited to, attorneys, accountants and financial consultants. The name of the firm through which the Investor acts in such fiduciary capacity is .

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□ 5. The Investor has authority to buy or sell securities for a bank, a savings and loan institution, insurance company, investment company, investment advisor, or collective investment account. □ 6. The Investor is required to be listed on Schedule A of a Form BD (other than with respect to a limited business broker-dealer), including by way of amendment on Schedule C of such Form BD, unless the Investor identified by an ownership code of less than 10 percent. The name of the FINRA member with respect to the Form BD is . □ 7. The Investor is required to be listed on Schedule B of a Form BD (other than with respect to a limited business broker-dealer), including by way of amendment on Schedule C of such Form BD, unless the Investor’s listing on Schedule B relates to an ownership interest in a person listed on Schedule A identified by an ownership code of less than 10 percent. The name of the FINRA member with respect to the Form BD is . □ 8. The Investor is an immediate family member of a person described in at least one of items 2 through 7 and such person materially supports the Investor or receives material support from the Investor. Please indicate the appropriate item and the information requested, if any, by that item. . □

9.

None of the above applies to the Investor.

D.

Certain Definitions

Beneficial interest means any economic interest, such as the right to share in gains or losses. The receipt of a management or performance based fee for operating a collective investment account, or other fees for acting in a fiduciary capacity, shall not be considered a beneficial interest in the account. Collective investment account means any hedge fund, investment partnership, investment corporation or any other collective investment vehicle that is engaged primarily in the purchase and/or sale of securities. A collective investment account does not include a family investment vehicle or an investment club. Family investment vehicle means a legal entity that is beneficially owned solely by immediate family members. Immediate family member means a person’s parents, mother-in-law or father-in-law, spouse, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in-law, and children, and any other individual to whom the person provides material support. Investment club means a group of friends, neighbors, business associates or others that pool their money to invest in stock or other securities and are collectively responsible for making investment decisions. Limited business broker-dealer means any broker-dealer whose authorization to engage in the securities business is limited solely to the purchase and sale of investment company/variable contracts securities and direct participation program securities. 15

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Material support means directly or indirectly providing more than 25 percent of a person’s income in the prior calendar year. Members of the immediate family living in the same household are deemed to be providing each other with material support.

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AMPLIFY.LA CAPITAL, L.L.C. IRS FORM W-9 WITH INSTRUCTIONS This form is also available on www.irs.gov.


AMPLIFY.LA CAPITAL, L.L.C. IRS FORMS W-8BEN W-8EXP W-8IMY W-8ECI WITH INSTRUCTIONS These forms are also available on www.irs.gov.


AMPLIFY.LA CAPITAL, L.L.C. RISK FACTORS An investment in the Fund involves a high degree of risk, and is suitable only for investors of substantial means who have no immediate need for liquidity of the amount invested, and who can afford a risk of loss of all or a substantial part of such investment. Prospective investors should carefully consider the following risk factors. Investments in Securities of Emerging Private Companies. The Fund will invest almost exclusively in securities and other obligations of private companies that are newly formed. Although such investments may result in significant returns, they involve a substantial degree of risk and may not show any return for a considerable period of time, if at all. There is no assurance that any portfolio investment will be profitable and there is a substantial risk that portfolio losses and expenses will exceed income and gains. Identifying and participating in attractive portfolio company investment opportunities and assisting in the building of successful new enterprises is difficult. Many investment decisions will be dependent upon the ability of the Managing Member to obtain relevant information from non-public sources, and the Managing Member often will be required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. Although a member of the Managing Member may serve on a portfolio company’s board of directors, each portfolio company will be managed by its own officers (who generally will not be affiliated with the Managing Member). The marketability and value of each investment will depend upon many factors beyond the Managing Member’s control. At the time of the Fund’s investment in a portfolio company, the company may lack many key attributes (e.g., proven technology, marketable product, complete management team or strategic alliances) necessary for success. Many or most of the portfolio companies will be dependent for the success upon the development, implementation, marketing and customer acceptance of new technologies or processes that can be rendered obsolete or otherwise unattractive at any time. Portfolio companies may have substantial variations in operating results from period to period, face intense competition, and experience failures or substantial declines in value at any stage. The Fund may hold minority positions in portfolio companies or acquire securities that are subordinated vis-à-vis other securities as to economic, management or other attributes. Portfolio companies may need substantial additional capital to support growth or to achieve or maintain a competitive position. Such capital may not be available on attractive terms. The Fund’s capital will be limited and will likely not be adequate to protect it from dilution in multiple rounds of portfolio company financing. See Risk Factor regarding “Dilution of Fund Interests in Portfolio Companies” below. There can be no guarantee that any portfolio company investment will result in a liquidity event via public offering, merger, acquisition or otherwise, and there is a significant risk that the Fund’s investments will yield little or no return. The public market for media, technology and other emerging growth companies is extremely volatile. Such volatility may adversely affect the development of portfolio companies, the ability of the Fund to dispose of investments, and the value of investment securities on the date of sale or distribution by the Fund. In particular, the receptiveness of the public market to initial


public offerings by portfolio companies may vary dramatically from period to period. An otherwise successful portfolio company may yield poor investment returns if it is unable to consummate an initial public offering at the proper time. Even if a portfolio company effects a successful public offering, the portfolio company’s securities typically will be subject to contractual “lock-up,” securities law or other restrictions which may, for a material period of time, prevent the Fund or the Members from disposing of such securities. Similarly, the receptiveness of potential acquirors to portfolio companies will vary over time and, even if a portfolio company investment is disposed of via a merger, consolidation or similar transaction, the resulting stock, security or other interests in the surviving entity may not be marketable. Generally, the investments made by the Fund will be illiquid and difficult to value, and there will be little or no collateral to protect an investment once made. In most cases, investments will be long-term in nature and may require many years from the date of initial investment before disposition. It is likely that the Fund will still hold some illiquid securities at the time of its dissolution, with the result that such securities may be distributed in kind or sold for a price that reflects their illiquid nature. Dilution of Fund Interests in Portfolio Companies As described above, portfolio companies may need substantial additional capital to support growth or to achieve or maintain a competitive position. The Managing Member intends in the future to form an additional investment fund for the purpose of making such follow-on investments in companies that have successfully completed the Fund’s accelerator program and are seeking additional investment capital (the “Additional Fund”). The Fund generally will not participate in follow-on investments, and follow-on investments made by the Additional Fund or other third party investors may therefore be dilutive of the Fund’s interests in these portfolio companies. Further, subsequent investors in the portfolio companies (including the Additional Fund) may receive rights that are superior to those of the Fund, such as priority in receiving proceeds upon an acquisition of a portfolio company. Geographic and Industry Concentration. The Fund intends to focus its investments on companies in the greater Los Angeles area, which historically has not been a major geographic center for technology or media emerging growth companies. While the strategy of investing and accelerating high technology emerging growth companies has been successful for some investors in other regions of the United States, such as Silicon Valley, there is no guarantee that such strategy will be successful in the greater Los Angeles area. Further, the Fund’s strategy of concentrating investments in a limited number of companies in certain high technology and media industries in the greater Los Angeles area may increase the vulnerability of the portfolio as compared with a portfolio that is more diversified. In certain cases, the Fund may acquire majority or greater interests in portfolio companies, which could further increase the vulnerability of the portfolio. Dilution of Non-Managing Member Interests. Following the Fund’s initial closing, the Managing Member will be authorized to admit additional NonManaging Members (or accept increased capital commitments from existing Non-Managing Members) during a specified period (the “Open Window Period”). For purposes of allocating Fund profit and loss, all capital commitments made during the Open Window Period generally will be treated as if made at the Fund’s initial closing. In consequence, additional Non-Managing Member (or existing Non-Managing


Members that increase their capital commitments) may effectively “buy into” the Fund during the Open Window Period at a price that does not necessarily reflect changes in the value of the Fund’s assets subsequent to the initial closing. Long-Term Investment. An investment in the Fund is a long-term commitment, and there is no assurance of any distribution to the Non-Managing Members prior to liquidation of the Fund, if at all. Bridge Financing. The Fund may lend to portfolio companies on a short-term, unsecured basis in anticipation of a future issuance of equity or long-term debt. Such bridge loans would typically be convertible into a more permanent, long-term security; however, for reasons not always in the Fund’s control, such long-term securities may not be issued and such bridge loans may remain outstanding. In such event, the interest rate on such loans may not adequately reflect the risk associated with the unsecured position taken by the Fund. Changes in Environment. The Fund’s investment program is intended to extend over a period of years, during which the business, economic, political, regulatory, and technology environment within which the Fund operates may undergo substantial changes, some of which may be adverse to the Fund. The Managing Member will have the exclusive right and authority (within limitations set forth in the Fund’s Operating Agreement) to determine the manner in which the Fund shall respond to such changes, and Non-Managing Members generally will have no right to withdraw from the Fund or to demand specific modifications to the Fund’s operations in consequence thereof. Within the limitations set forth in the Fund’s Operating Agreement, the Managing Member will have the right absolute discretion over the Fund’s investment sourcing, selection, management and liquidation strategies and procedures. Lack of Operating History. The Fund is only the first fund raised by the Managing Member, and neither the Managing Member nor its members has a meaningful investment track record to date. Competition. The venture and growth financing business is highly competitive, and the Fund will be competing with other established firms and funds with substantial resources and experience. Moreover, the volume of attractive investment opportunities varies greatly from period to period. There can be no assurance that the Fund will be able to make investment on attractive terms, and it is possible that the Fund’s term will expire before it has invested all of its available capital. Reliance on the Managing Member. The Fund will be dependent upon the efforts, experience, contacts and skills of the Managing Member and its managing members. The loss of any managing member of the Managing Member may have a material, adverse effect on the Fund, and such loss could occur at any time due to death, disability, resignation or other reasons. Moreover, except as specifically provided in the Operating Agreement, the


managing members of the Managing Member will not be required to devote their time and attention exclusively to the Fund. Except as specifically provided in the Operating Agreement, the Managing Member will have the exclusive right and power to manage the Fund’s business and affairs. The Non-Managing Members will not be permitted to evaluate investment opportunities or relevant business, economic, financial or other information that will be used by the Managing Member in making decisions. Economic Interest of Fund Managers. Because the percentage of profits allocated to the Managing Member will exceed its capital contribution percentage, the Managing Member may have an incentive to make investments that are riskier or more speculative than if the Managing Member received allocations and distributions on a basis identical to that of the Non-Managing Members or were compensated on a basis not tied to the performance of the Fund. Recourse to the Fund’s Assets. The Fund’s assets, including any investments made by the Fund and any capital held by the Fund, are available to satisfy all liabilities and other obligations of Fund. If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to such Fund’s assets generally and not be limited to any particular asset, such as the investment giving rise to the liability. Conflicts of Interest. The Fund will be subject to various potential conflicts of interest. For example, members of the Managing Member may receive directors’ fees or similar compensation from portfolio companies of the Fund. There is no assurance that the Fund will economically benefit from any particular portfolio company fees received by any member of the Managing Member. Under certain circumstances, members of the Managing Member may make venture investments separate and apart from, or alongside with, the Fund. As set forth in the Operating Agreement, members of the Managing Member will be permitted to manage other investment funds and similar vehicles during the Fund’s term, any of which may compete with the Fund for investment opportunities, management time and attention, or otherwise. Under certain circumstances, the Fund may invest in companies in which a member of the Managing Member or the Additional Fund has a pre-existing interest. Provisions contained within the Operating Agreement that authorize the Managing Member to engage in investment, management or other activities outside, or alongside with, the Fund, or to cause the Fund to make investments in respect of which a member of the Managing Member has conflicting interests, will override common law and statutory fiduciary duties that would apply in the absence of such provisions. The Operating Agreement will contain certain protections for Non-Managing Members against conflicts of interest faced by the Managing Member and its members, but will not purport to address all types of conflicts that may arise. Moreover, as a practical matter, it may be difficult for Non-Managing Members to subject the behavior of the Managing Member and its members to close scrutiny. During the Fund’s term, many different types of conflicts of interest may arise and this section does not purport to identify all such conflicts. Non-Managing Members ultimately will be heavily dependent upon the good faith of the members of the Managing Member.


Limited Transferability of Interests and Withdrawals. The Fund’s Operating Agreement and applicable laws will impose substantial restrictions upon the transferability of the Interests. Withdrawal of Interests from the Funds generally will not be permitted, and even if permitted, a withdrawn Member may not be entitled to immediate payment for its Interest. There is no public market for these Interests, and it is not expected that a public market will develop. Regulatory Concerns. The Managing Member believes the nature of the Fund will not subject the Fund to the registration requirements of the Investment Company Act of 1940, as amended (the “1940 Act”). There is no assurance that the Managing Member’s belief in this regard will continue to be correct. The performance of the Fund’s investment portfolio could be materially adversely affected, and risks involved in financing companies could substantially increase, if the Fund becomes subject to the 1940 Act, due to the various burdens of compliance therewith. Neither the Fund nor its counsel can assure investors that, under certain conditions, changing circumstances, or changes in the law the Fund may not become subject to such regulation. Potential Expulsion of Non-Managing Members. The Managing Member will be authorized to require the partial or complete withdrawal of any NonManaging Member from the Fund under circumstances, such as if a Non-Managing Member’s continuing participation in the fund would subject to the Fund to onerous tax or regulatory requirements. Freedom of Information Sunshine Laws. Under “freedom of information,” “sunshine,” “public records” and similar laws, certain governmental or other regulated entities such as state universities and pension funds may be required to publicly disclose confidential information regarding the Fund or the portfolio companies, notwithstanding contractual obligations. Any such disclosure could have a material adverse effect upon the Fund. Taxation. Certain tax considerations related to an investment in a Fund are discussed under the section entitled “Certain United States Federal Income Tax Considerations” below, which prospective investors should read carefully. Prospective investors are urged to consult their own tax advisors with respect to their own tax situations and the effects of this investment. As discussed in “Certain United States Federal Income Tax Considerations” below, investors cannot use the tax summaries in this section for the purpose of avoiding penalties that may be asserted against them under the Code. Reliance on Third Parties. The Managing Member and the Fund will require, and rely upon, the services of a variety of third parties, including but not limited to attorneys, accountants, brokers, custodians, consultants and other agents. Failure by any of these third parties to perform their duties or otherwise satisfy their obligations to the Fund could have a material adverse effect upon the Fund.


Non-Managing Member Defaults. Non-Managing Members that fail to satisfy capital calls in a timely manner generally will be subject to significant penalties as set forth in the Operating Agreement. Nevertheless, Non-Managing Members may default upon capital calls for a variety of reasons including their own insolvency, bankruptcy or subjective determination that default is more attractive than compliance. In addition, under certain circumstances, some Non-Managing Members may be excused from making capital contributions under the terms of the Operating Agreement or applicable law. Any failure by Non-Managing Members to make timely capital contributions in respect of their capital commitments may impair the ability of the Fund to pursue its investment program, force the Fund to borrow, or cause other damage. Side Agreements. In accordance with common industry practice, the Managing Member may enter into one or more “side letters” or similar agreements with certain Non-Managing Members pursuant to which the Managing Member grants to such Non-Managing Members specific rights, benefits or privileges that are not made available to Non-Managing Members generally or restrictions upon the Managing Member not otherwise in the Fund Agreement. Except as provided in the Fund Agreement, such agreements will be disclosed only to those actual or potential Non-Managing Members that have separately negotiated with the Managing Member for the right to review such agreements. Distributions in Kind. The Fund may from time to time distribute portfolio company securities to the Members. Except as specifically provided in the Operating Agreement, such distributions will be made solely at the discretion of the Managing Member. Distributed securities may be subject to a variety of legal or practical limitations on sale. In particular, immediately following a distribution of securities, trading volume may be insufficient to support sales by the Members without such sales triggering a price decline which makes it difficult or impossible for all Members to sell such securities at the distribution price. Nevertheless, the distribution price of such securities will be established under the provisions of the Operating Agreement and will not be adjusted to reflect actual sale prices obtained by the Members. No Assurance of Confidentiality. As part of the subscription process and otherwise in their capacity as Non-Managing Members, investors will provide significant amounts of information about themselves to the Managing Member and the Fund. Investors that are highly sensitive to such issues should consider taking steps to mitigate the impact upon them of such disclosures (such as by investing in the Fund through an intermediary entity). Service on Boards of Directors, Etc. Members of Managing Member may serve as officers or directors of portfolio companies. In his capacity as an officer or director, a member of the Managing Member may become subject to fiduciary or other duties which adversely affect the Fund. For example, the Fund may be unable to sell or otherwise dispose of portfolio securities if a member of Managing Member is in possession of material, non-public (i.e., “inside”) information relating to the issuer thereof. Nevertheless, the Operating Agreement will not preclude members of the Managing Member from serving as an officer or director of a portfolio company. Conversely, the Operating Agreement will not require that a member of the Managing Member


serve as officer or director of any portfolio company, and there can be no assurance that the Managing Member will have a legal right to influence the management of any portfolio company or companies. In general, if there is a conflict between the fiduciary duties of a member of the Managing Member to a portfolio company and his fiduciary duties to the Fund or the Non-Managing Members, the fiduciary duties to the portfolio company will prevail. Litigation Risks. The Fund will be subject to a variety of litigation risks, particularly in consequence of the substantial likelihood that one or more portfolio companies will face financial or other difficulties during the term of the Fund’s investment. For example, members of the Managing Member may actively assist portfolio companies in differing capacities. The Fund may also participate in portfolio company financings at implicit portfolio company valuations lower than the valuations implicit in preceding rounds of financing, vote portfolio company shares in a manner contrary to the interests of other shareholders, or be exposed to flow-through liability for portfolio company debts and obligations (e.g., under laws governing liability for environmental damage). In the event of a dispute arising from any of the foregoing activities (or other activities relating to the operation of the Fund or the Managing Member), it is possible that the Fund or the Managing Member or a member thereof may be named as defendants. Under most circumstances, the Fund will indemnify the Managing Member or its members for any costs he incurs in connection with such disputes. Beyond direct costs, such disputes may adversely affect the Fund in a variety of ways, including by distracting the Managing Member and its members and harming relationships between the Fund and its portfolio companies or other investors in such portfolio companies. To the extent set forth in the Operating Agreement, Non-Managing Members may be required to return distributions previously received by them from the Fund in order to enable the Fund to make indemnification payments to the Managing Member or other indemnified persons. More generally, NonManaging Members may be required to return distributions previously received by them from the Fund to the extent required by applicable law. Such a return obligation may occur, for example, if the Fund makes a distribution at a time when it is technically insolvent or otherwise unable to satisfy the claims of creditors. Limited Access to Information. The rights of Non-Managing Members to information regarding the Fund and its portfolio companies will be specified, and strictly limited, in the Fund’s Operating Agreement. In particular, it is anticipated that the Managing Member will obtain certain types of material information that will not be disclosed to NonManaging Members. For example, the Managing Member may obtain information regarding portfolio companies (e.g., via members of the Managing Member serving as advisors to, or officers/directors of, portfolio companies) that is material to determining the value of securities issued by such portfolio companies. Such information may be withheld from Non-Managing Members in order to comply with duties to such portfolio companies or otherwise to protect the interests of such portfolio companies or the Fund. Decisions by the Managing Member to withhold information may have adverse consequences for NonManaging Members in a variety of circumstances. For example: (i) a Non-Managing Member that seeks to sell its interest in the Fund may have difficulty in determining an appropriate price for such interest; (ii) decisions by the Managing Member to withhold information may make it difficult for Non-Managing


Members to subject to the Managing Member to rigorous oversight; and (iii) each communication from the Managing Member to one or more Non-Managing Members must be interpreted in light of the realistic possibility that the Managing Member is in possession of undisclosed information relating to the Fund or its portfolio companies that could be material to a comprehensive assessment of such communication. Overall, prospective investors should not expect the Fund to be operated with the same degree of “transparency” as a publicly traded corporation. Exculpation and Indemnification. The Operating Agreement will contain provisions that relieve the Managing Member and its members of liability for certain improper acts or omissions. For example, the Managing Member and its members generally will not be liable to the Non-Managing Members or the Fund for acts or omissions that constitute ordinary negligence. Under certain circumstances, the Fund may even indemnify the Managing Member or its members against liability to third parties resulting from such improper acts or omissions. Furthermore, because the Fund is structured as a limited liability company, the members of the Managing Member generally will not be personally liable for the Managing Member’s debts and obligations. In consequence, Non-Managing Members may have little or no recourse to the personal assets of the members of the Managing Member even in the event that the Managing Member breaches a duty to the Non-Managing Members or the Fund. Proposals to Change U.S. Tax Treatment of Carried Interest. Legislation has been proposed that, if enacted, may increase the United States Federal income tax liability of the Managing Member and its members. It is not clear whether such legislation, or any other legislation of similar effect, will be enacted. Under the Operating Agreement, the Members will agree to negotiate in good faith to amend the Operating Agreement in such a manner as to minimize the adverse tax consequences of any such legislation upon the Managing Member and its members, without imposing material adverse consequences upon the Non-Managing Members. Such negotiations, as well as any other steps taken to address changes to the taxation of carried interest, may be distracting to the Managing Member and its members and may require significant time and attention from Non-Managing Members. Legal Counsel. Documents relating to the Fund, including the Subscription Agreement to be completed by each investor as well as the Operating Agreement, will be detailed and often technical in nature. Legal counsel to the Fund will represent the interests solely of the Managing Member and the Fund, and will not represent the interests of any investor. Moreover, under the Operating Agreement, each investor will be required to waive any actual or potential conflicts of interest between such investor and legal counsel to the Fund. Accordingly, each prospective investor is urged to consult with its own legal counsel before investing in the Fund. Finally, in advising as to matters of law, legal counsel has relied, and will rely, upon representations of fact made by the Managing Member and other documents. Such advice may be materially inaccurate or incomplete if any such representations are themselves inaccurate or incomplete, and legal counsel generally will not undertake independent investigation with regard to such representations.


Special Caution for Investors in Second or Later Closings. It is expected that, following the Fund’s initial closing, the Fund will engage in a variety of investment and investment-related activities. In connection with such activities, the Fund and the Managing Member likely will obtain confidential information regarding actual or potential portfolio companies. The Managing Member and the Fund generally will not disclose such information to prospective Fund investors in connection with their consideration of an investment in the Fund. As a more general matter, any person considering an investment in the Fund (including an existing Non-Managing Member that is considering an increase to its Capital Commitment) subsequent to the Fund’s initial closing should assume that the Managing Member and the Fund will be in possession of information (such as information relating to actual or prospective portfolio companies, to actual or prospective Non-Managing Members, or to other matters arising subsequent to such initial closing) which information both: (x) would be material to such person’s evaluation of an investment in the Fund; and (y) will not be disclosed to such person by the Managing Member or the Fund in connection with such evaluation. The Managing Member and the Fund explicitly disclaim any obligation to update this section to include (or otherwise inform prospective investors of) any such information. Under some circumstances, a person considering an investment in the Fund may be provided with copies of the Fund’s financial statements for periods following the initial closing. Any such person is cautioned that it will be inherently difficult to determine the value of private company securities held by the Fund and that, accordingly, it would be inappropriate to interpret any information set forth in such statements as a representation or warranty regarding the true fair market value of any such securities. Special Caution for Investors in Parallel Funds. Under the Fund’s Operating Agreement, the Managing Member will be authorized to create one or more funds that invest in parallel with the Fund. Investors in such funds are cautioned that the limited partnership or limited liability company agreements of such parallel funds may contain terms and conditions that deviate significantly from those of the Fund. In particular, investors in an “associates” fund or any fund governed by an agreement providing for lower management fees or carried interest than that of the Funds’ are cautioned that the interests of such fund may be subordinated to the interests of the Fund. Functional Currency. The functional currency of the Fund will be United States dollars. Capital Commitments of the Members, capital contributions, and distributions of cash generally will be stated, made-or payable in United States dollars. An investor whose functional currency is not United States dollars will bear substantial risks associated with fluctuating currency exchange rates, particularly with regard to capital contributions that may not become due for several years.


AMPLIFY.LA CAPITAL, LLC CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS The contents of this section were not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding United States federal tax penalties that may be imposed on the taxpayer. The following was written to support the promotion or marketing of the transaction(s) or matter(s) addressed by this Agreement. Each taxpayer should seek advice based upon the taxpayer’s particular circumstances from an independent tax advisor. The foregoing language is intended to satisfy the requirements under the regulations in Section 10.35 of U.S. Treasury Department Circular 230. The following discussion summarizes certain material United States federal income tax considerations that may be relevant to an investor that makes an investment in the Fund. This discussion does not address all tax considerations that may be relevant to an investor based on such investor’s particular circumstances or to an investor subject to special treatment under the Internal Revenue Code of 1986, as amended (the “Code”), including, without limitation, an investor that is a regulated investment company, a real estate investment trust, a personal holding company, a broker or dealer in securities, a bank or other financial institution, a United States expatriate, a non-United States tax-exempt or governmental entity, a charitable remainder trust or a person who acquired an interest in the Fund in connection with the performance of services. Furthermore, no state, local, foreign or United States federal estate tax considerations or alternative minimum tax considerations are addressed. Investors should consult with their own tax advisors as to the specific United States federal, state, local, alternative minimum and foreign tax consequences to them as a result of an investment in the Fund. Except where specifically addressing considerations applicable to tax-exempt or foreign investors, this discussion assumes that each investor is a U.S. Investor that is not exempt from United States federal income taxation under the Code. As used herein, the term “U.S. Investor” means an investor that, for United States federal income tax purposes, is (i) a citizen or resident of the United States, (ii) a corporation, or other entity treated as a corporation for federal income tax purposes, created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate, the income of which is subject to United States federal income taxation regardless of its source, or (iv) a trust if it (A) is subject to the primary supervision of a court within the United States and one or more United States persons (as described in Section 7701(a)(30) of the Code) have authority to control all substantial decisions of the trust, or (B) has a valid election in effect under applicable United States Treasury Regulations to be treated as a United States person. In addition, as used herein, the term U.S. Investor does not include any entity that is subject to special treatment under the Code. This discussion further assumes that an investor will hold its interest in the fund as a capital asset for United States federal income tax purposes. If a partnership owns an interest in the Fund, the tax treatment of a partner in such partnership generally will depend upon the status of the partner and the activities of such partnership and the Fund. This discussion is based on provisions of the Code, applicable final, temporary and proposed Treasury Regulations, judicial decisions and administrative rulings and practices in effect as of October 2011, all of which are subject to change, possibly with retroactive effect, and are subject to differing judicial or

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administrative interpretation, that may result in tax considerations that are materially different from those summarized herein. Finally, no rulings have been or will be requested from any governmental tax authorities as to any matter related to tax, and there can be no assurance that such authorities will not successfully assert a position contrary to one or more of the tax considerations discussed herein. Portions of the discussion address the ability of investors to utilize items of loss or deduction allocated to them by the Fund. The Fund will not be operated for the purpose of generating items of tax loss, deduction or credit, and investors should not anticipate that an investment in the Fund will yield items of tax loss, deduction or credit that may be used to offset items of taxable income or gain from other sources. ALL PROSPECTIVE INVESTORS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE SPECIFIC UNITED STATES FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF SUCH INVESTMENT. Effect of Partnership Status It is intended that the Fund will be treated for United States federal income tax purposes as a partnership and not as an association, taxable mortgage pool or publicly traded partnership, each of which is taxable as a corporation. A partnership is a “publicly traded partnership” if interests in the partnership are traded on an established securities market or are readily tradable on a secondary market. Under a regulatory safe harbor, a partnership will not be taxed as a publicly traded partnership if it has fewer than one-hundred partners and certain other requirements are satisfied. The Managing Member intends to rely on representations and covenants from each investor so as to qualify for the regulatory safe harbor for purposes of avoiding publicly traded partnership status and to conduct the activities of the Fund accordingly. The treatment of the Fund as a partnership for United States federal income tax purposes may not be determinative of its treatment for state, local or foreign tax purposes. The following discussion assumes that the Fund will be treated as a partnership for United States federal income tax purposes. As a partnership, the Fund will not be subject to United States federal income tax. Instead, each investor will be required to report on such investor’s United States federal income tax return its allocated share of the Fund’s items of income, gain, loss and deduction substantially as if the items had been recognized directly by such investor. Accordingly, an investor generally will be required to pay tax on its share of the Fund’s taxable income or gain in the year recognized without regard to whether the Fund makes a corresponding cash distribution. Except as described in the following paragraph, distributions (as opposed to allocations of taxable income or gain) received by an investor from the Fund generally will not be subject to tax, unless the investor receives a distribution of cash (including for this purpose any reduction in the investor’s share of the Fund’s liabilities) in any tax year that exceeds such investor’s tax basis in its interest in the Fund. It is expected that the Fund will qualify as an “investment partnership” within the meaning of Section 731(c) of the Code. If the Fund does not so qualify, an investor that receives a distribution of marketable securities from the Fund may be required to recognize taxable gain to the extent that the fair market value of the distributed securities exceeds the investor’s tax basis in its Fund interest.

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As the “Tax Matters Member,” the Managing Member will have the authority under the Operating Agreement to make, or decline to make, all applicable tax elections on behalf of the Fund (including an election under Section 754 of the Code to adjust the tax basis of certain Fund assets in connection with a distribution of property to an investor or the transfer of an interest in the Fund). If an election under Section 754 of the Code is in effect, any investor that transfers its interest in the Fund (together with the transferee of such interest) will be required to pay any costs associated with such election resulting from such transfer. Trade or Business Status The Fund generally intends to take the position for United States federal income tax purposes that its operations and activities constitute an investment activity rather than the active conduct of a trade or business. As a result, non-capitalized investment expenses incurred by the Fund in carrying on its activities generally will be treated by investors who are individuals (and certain estates and trusts) as “miscellaneous itemized deductions” and may not be available (or may be only partially available) to offset such investors’ taxable income from the Fund or other sources. Passive Activity Loss Rules and Other Limitations For certain investors (including individuals, estates, trusts and certain closely-held corporations), the ability to utilize tax losses allocated to such investors by the Fund may be limited under the “at risk” limitations in Section 465 of the Code, the “passive activity loss” limitations in Section 469 of the Code and/or other provisions of the Code. Investors should consult with their own tax advisors regarding the potential applicability of the “at risk,” “passive activity loss” and other limitations that may be applicable to them under the Code. Tax Reporting By the Fund The Fund will annually provide to each U.S. Investor such information as may reasonably be necessary for such U.S. Investor to complete its tax returns. Because the Fund cannot provide this information until it has all necessary information with respect to its investments, a U.S. Investor may be required to file for tax extensions in order to allow sufficient time for the completion of their income tax returns. Tax-Exempt Investors Tax-exempt investors generally are exempt from United States federal income tax except with respect to “unrelated business taxable income” (“UBTI”) within the meaning of Sections 511-514 of the Code. UBTI includes income derived from the active conduct of a trade or business and income and gain attributable to property with respect to which there is certain indebtedness that constitutes “acquisition indebtedness.” If a tax-exempt investor is an investor in a partnership that incurs income that would be UBTI if incurred directly by the tax-exempt investor, the tax-exempt investor’s allocable share of such partnership income constitutes UBTI. Subject to the rules regarding acquisition indebtedness, the Code generally excludes from UBTI (i) interest and dividend income, (ii) rents from real property and (iii) gain

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or loss from the sale, exchange or other disposition of property, other than property held for sale in the ordinary course of business. The Managing Member shall be under no obligation to manage the affairs of the Fund in such a manner so that no tax-exempt investor shall, solely as a consequence of the Fund’s activities, recognize UBTI. If a transaction in which a tax-exempt investor directly or indirectly participates is treated as a “prohibited tax shelter transaction” (which includes listed transactions and certain other categories of reportable transactions), a tax-exempt investor may be subject to United States excise taxes with respect to such transaction, and such excise taxes could be significant. Tax-exempt investors could be subject to such excise taxes if they engage in a reportable transaction with respect to their investment in the Fund, or, under limited circumstances, if the Fund engages in a reportable transaction. Tax-exempt investors should consult with their own tax advisors regarding the potential applicability of the prohibited tax shelter transaction rules to them. Each prospective tax-exempt investor should consult with its own tax advisors as to all aspects of UBTI and the implications to it of an investment in the Fund. Disclosure of Reportable Transactions A taxpayer who participates in a “reportable transaction” generally is required to attach a disclosure schedule to its United States federal income tax return disclosing such taxpayer’s participation the transaction. Subject to various exceptions, reportable transactions include, among other transactions, a transaction that results in a loss exceeding certain thresholds. If the Fund engages in any reportable transactions, certain U.S. Investors may have disclosure obligations with respect to their investment in the Fund. Furthermore, a U.S. Investor may have a disclosure obligation with respect to its interest in the Fund if the investor engages in a reportable transaction with respect to its interest in the Fund. Failure to comply with these and other reporting requirements could result in the imposition of significant penalties. U.S. Investors should consult with their own tax advisors regarding the potential applicability of any disclosure requirements to them. State and Local Taxes In addition to the United States federal income tax consequences described above, prospective investors should consider potential state and local tax consequences of an investment in the Fund, including the likelihood that investors will be required to file tax returns and pay tax in states where the Fund or its affiliates hold real property. The Fund and other entities through which investments are made may be subject to state or local income or similar taxes, including state or local tax withholding or reporting requirements.

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AMPLIFY.LA PARTNERS, L.L.C. PRIVACY NOTICE We respect our Investors’ right to privacy. However, to manage the Amplify.LA’s investment funds (the “Amplify Funds”) in a professional and efficient manner, we must from time to time obtain and disclose certain non-public information about our Investors. To protect the confidentiality of our Investors’ information while making the necessary disclosures, we have developed the security policies described below. We collect non-public personal information about our Investors, such as name, address, social security or tax identification number, assets, income, and amounts or types of investments from the following sources: • Information we receive from Investors through (i) subscription booklets and other documents related to Investors’ investments in an Amplify Fund, (ii) meetings with Investors, (iii) phone conversations, (iv) other correspondence, and (v) our web site; • Information about Investors’ transactions with us, our affiliates, and others, such as Investors’ capital account balances, other account data, and participations in other investments; and • Information about Investors’ professional advisers, including, investment, accounting, and legal advisers Investors have designated as authorized to receive information relating to their investments. We will disclose only Investors’ non-public information on a need to know basis to our affiliates, other partners in an Amplify Fund in which an Investor is invested (as permitted or required by applicable law and the relevant governing fund documents) and to relevant service providers for such fund. In general, we may share Investors’ non-public information with our accountants, attorneys, and similar professional advisers and other service providers to the Amplify Funds, including banks, broker-dealers, administrators, custodians, and transfer agents that facilitate in-kind distributions of portfolio securities and other transactions of the Amplify Funds, and, to the extent required, to portfolio company of an Amplify Fund ( and its related affiliates or legal advisers), which require such information in connection with an investment by the Amplify Fund. We may also share Investor’s non-public information with other service providers of services necessary or convenient to the formation, operation, or dissolution of an Amplify Fund. Finally, as required or permitted by the governing document of an Amplify Fund or applicable law, we may distribute to all partners of an Amplify Fund certain non-public financial information, such as capital account information and various schedules to the Amplify Fund’s governing documents required for quarterly and annual reporting. Any service provider receiving Investors’ non-public information will be authorized to use such information only to perform the services required and as permitted by applicable law. We restrict access to non-public information to those of our employees who require access to provide services to the Amplify Funds and its non-managing members. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard Investors’ non-public information. If you have any questions about our privacy policy, please feel free to contact the Managing Member.

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AMPLIFY.LA PARTNERS, L.L.C. ACKNOWLEDGEMENT OF RECEIPT OF PRIVACY NOTICE

The undersigned hereby acknowledge(s) by signing this page that, in connection with an investment by the undersigned in an investment fund managed or sponsored by Amplify.LA Partners, L.L.C., the undersigned has received, read and been afforded an opportunity to ask for any clarification that might be needed to allow a clear understanding with regard to Amplify.LA Partners, L.L.C’s privacy policy as set forth in the Privacy Notice.

Signed: _____________________________________________ By: Name:

Date:

___________________

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