WIXLIB

Name:Tax I.D. Number:The Subscriber hereby certifies that it is an employee benefit plan within the meaning of ERISA and hastotal assets in excess of 5,000,000.FOR CORPORATIONS, FOUNDATIONS, ENDOWMENTS OR PARTNERSHIPSThe Subscriber hereby certifies that it is a corporation, partnership, limited liability company,Massachusetts or similar business trust, was not formed for the specific purpose of making aninvestment in the Company, with total assets in excess of 5,000,000.The Subscriber hereby certifies that it is an entity (other than a trust) in which all of the equity ownersare Accredited Investors.FOR BANKSThe Subscriber hereby certifies that it is a bank as defined in section 3(a)(2) of the Securities Act, or asavings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act,whether acting in its individual or fiduciary capacity.FOR BROKER-DEALERSThe Subscriber hereby certifies that it is a broker or dealer registered pursuant to section 15 of theSecurities Exchange Act of 1934, as amended.FOR INSURANCE COMPANIESThe Subscriber hereby certifies that it is an insurance company as defined in section 2(13) of theSecurities Act.FOR INVESTMENT COMPANIESThe Subscriber hereby certifies that it is an investment company registered under the InvestmentCompany Act of 1940, as amended (the “Investment Company Act”).FOR SMALL BUSINESS DEVELOPMENT COMPANIESThe Subscriber hereby certifies that it is a business development company as defined in section 2(a)(48)of the Investment Company Act.The Subscriber hereby certifies that it is a Small Business Investment Company licensed by the U.S.Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of1958, as amended.The Subscriber hereby certifies that it is a private business development company as defined in section202(a)(22) of the Investment Advisers Act of 1940, as amended.FOR CHARITABLE TAX-EXEMPT ENTITIESThe Subscriber hereby certifies that it is an organization described in Section 501(c)(3) of the InternalRevenue Code of 1986, as amended (the “Code”), was not formed for the specific purpose of acquiringthe Units offered, and has total assets in excess of 5,000,000.The Subscriber, if an individual, is at least 21 years of age, a citizen of the United States and of(b)sufficient legal capacity to execute this Agreement. If the Subscriber is a corporation, limited liabilitycompany, partnership, trust or other entity, the Subscriber is authorized, empowered and qualified toexecute this Agreement and the Related Documents and to make an investment in the Company as hereincontemplated. Each of this Agreement and the Related Documents, being executed in connection34940412.14

herewith, including, without limitation, upon execution thereof by Subscriber or the Manager pursuant tothe power of attorney granted in this Agreement or pursuant to the Operating Agreement, is valid, bindingand enforceable against the Subscriber in accordance with their respective terms, except as enforceabilitymay be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and bygeneral principles of equity (whether considered in a proceeding at law or in equity). The Subscriber isnot aware of any laws or regulations that might be the basis for releasing the Subscriber from theobligations created by this Agreement or any Related Document. The address set forth on theSubscriber’s signature page to this Agreement is the Subscriber’s correct principal place of business orresidence, and the Subscriber has no present intention to move its principal place of business or residenceto any other domestic or foreign jurisdiction.The Subscriber has not been organized or reorganized for the specific purpose, among(c)other purposes, of acquiring the Units.(d)The Subscriber, if an individual, has previously invested in one or all of stocks, bondsand “start up” businesses on a relatively frequent basis.(e)If the Subscriber is an employee benefit plan, retirement plan, or individual retirementaccount or annuity or Keogh Plan, the Subscriber hereby certifies (as applicable) that:the Subscriber is, or is acting on behalf of, (1) an employee benefit plan within(i)the meaning of Section 3(3) of ERISA (whether or not such plan is subject to Title I of ERISA), (2) a“plan” (as defined in Section 4975(e)(1) of Code (whether or not subject to Section 4975 of the Code)), or(3) a person whose underlying assets include plan assets by reason of such an employee benefit plan’sinvestment in such person (including, without limitation, as applicable, an insurance company’s generalaccount);no beneficiary of the employee benefit plan or retirement plan (“Plan”) or(ii)individual retirement account (“IRA”), nor any person in which such beneficiary has an interest, has anyrelationship or has entered into any transaction with the Company or any of its affiliates other than thisSubscription Agreement;(iii)the investment diversification requirements set forth in ERISA have beenexamined and satisfied with respect to the Subscriber’s investment in the Company; and(iv)the Plan or IRA.the investment in the Company constitutes a prudent investment of the assets of(f)The Subscriber certifies that (i) he or it is not a nonresident alien for purposes of incometaxation (as such term is defined in the Code and Income Tax Regulations); (ii) it is not a foreigncorporation, foreign partnership, foreign trust or foreign estate (as those terms are defined m the Code andIncome Tax Regulations); and (iii) he or it is not subject to backup withholding under the provisions ofSection 3406(a)(1)(C) of the Code.(g)The Units have not and will not be registered under the Securities Act on the basis thatthe issuance and sale of the Units is exempt from registration under the Securities Act pursuant to Section4(2) thereof or Rule 506 of Regulation D promulgated thereunder. The Company’s reliance on suchexemptions is predicated on the truth and accuracy of the Subscriber’s representations and warranties setforth herein. The Subscriber realizes that the basis for the exemption may not be present if,notwithstanding such representations, the Subscriber merely intends to acquire the Units for a fixed or34940412.15

determinable period in the future, or for a market rise, or for sale if the market does not rise. TheSubscriber represents that he has no such intention.The Subscriber acknowledges that he has carefully evaluated the risks of his investment(h)in the Company, including the risks described in the Memorandum. The Subscriber acknowledges that heis aware that an investment in the Units involves a high degree of risk, and that he has the financial meansand sophistication to bear the economic risk associated with such an investment, including the completeloss of his investment. The Subscriber acknowledges that he must continue to bear the economic risk ofinvestment in the Units and the Company for an indefinite period of time. The Subscriber acknowledgesthat: (i) the Company has a limited operating and financial history; (ii) the transactions of the type setforth in the Memorandum may not close or be consummated, or may close or be consummated in amanner, on terms and conditions, or for consideration, that substantially differs from those described inthe Memorandum, (iii) the Manager and its affiliates will receive compensation in connection with themanagement and operations of the Company and the acquisition and development of properties; (iv) nofederal, state, local or foreign agency has passed upon the merits or made any determination as to thefairness of an investment in the Units or the Offering and any representations to the contrary is a criminalviolation; (v) the Subscriber is not entitled to cancel, terminate or revoke his subscription or any of theterms, conditions or powers in this Agreement or the Operating Agreement; and (vi) investment returnsand projections described or included in the Memorandum or in any exhibits or amendments orsupplements thereto are not necessarily comparable to the returns, if any, which may be achieved oninvestments made by the Company.The Subscriber is purchasing the Units solely for the Subscriber’s own account, for(i)investment purposes, and not with a view to, or for sale in connection with, any distribution thereof, orwith any present intention of selling or otherwise transferring the Units. The Subscriber is aware that theUnits have not been registered with federal or state securities regulatory agencies in reliance uponexemptions from registration requirements under applicable federal and state laws. The Subscriber isfurther aware that such registration in the future is unlikely. The Subscriber acknowledges and agreesthat the Units may not be sold, pledged, hypothecated, or otherwise transferred or disposed of exceptupon registration under the federal securities laws and applicable state securities laws, or pursuant toavailable exemptions therefrom, and as provided in the Operating Agreement because of the restrictionson the transferability of the Units contained therein.(j)The Subscriber has reviewed carefully the Memorandum and all exhibits thereto,including the Operating Agreement, and any amendments and supplements thereto. The Subscriberacknowledges that he has received all the information he considers necessary or appropriate fordetermining whether to purchase the Units and invest in the Company. The Subscriber has had theopportunity to ask questions concerning the Company, its properties and the information included in theMemorandum, and has not been refused in any request for additional information that the Manager has inits possession or that is readily available to it. The Subscriber recognizes that certain of the information isbased on the beliefs, assumptions and plans of management of the Company, and that the projections andpredictions contained in the Memorandum may not materialize and that actual financial results and otherevents and matters may substantially differ from those projected.The Subscriber understands that an investment in the Company is a speculative(k)undertaking with advantages and benefits that are generally available only to a certain type of investor,and represents and warrants that (i) he has such knowledge and experience in financial and businessmatters that the Subscriber is capable of evaluating the merits and risks of an investment in the Companyand of making an informed investment decision, (ii) he is experienced and sophisticated in investmentmatters, including investments similar to an investment in the Company; (iii) his commitments to allinvestments of this nature bear a reasonable relation to his net worth and to the amount of income which34940412.16

he expects to receive during the current taxable year; (iv) he is in a financial position that is stable andliquid such that an investment in the Units would not impair his ability to meet reasonably foreseeablefinancial demands or contingencies; (v) he has substantial experience in making investment decisions ofthis type and is relying on his own tax, financial or legal advisor or a purchaser representative in makingthis investment decision; and (vi) the objectives of the Company are compatible with his investmentobjectives.The Subscriber understands that neither the Company nor the Manager is presently, or is(l)presently intended to be, registered as an Investment Adviser under the Investment Adviser Act of 1940or as a broker or dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) orunder applicable state securities laws, and, accordingly, the undersigned will not be entitled to certainrights that may be afforded under such acts, including, among other things, rights to receive certaininformation and reports that would otherwise be required to be provided under such acts.(m)The execution and delivery of this Agreement and any of the related documents to whichthe Subscriber is or will be a party, the consummation of the transactions contemplated hereby or therebyand the performance of the Subscriber’s obligations hereunder and thereunder will not conflict with, orresult in any violation of or default under, any provision of any certificate or articles of incorporation,bylaws, trust agreement, partnership agreement, or other organizational document, as the case may be, ofthe Subscriber, or any agreement or other instrument to which the Subscriber is a party or by which theSubscriber or any of its assets or properties may be bound, or any foreign or domestic permit, franchise,judgment, decree, statute, rule or regulation applicable to the Subscriber or the Subscriber’s business orproperties.The Subscriber realizes that the Company will not file, and the Manager does not in the(n)foreseeable future contemplate that the Company will file, periodic reports with the Securities andExchange Commission pursuant to the provisions of the Exchange Act. The Subscriber also understandsthat the Manager has not agreed to register any of the Units for distribution in accordance with theprovisions of the Securities Act or applicable state securities laws, and that the Company has not agreedto comply with any exemption from registration under the Securities Act or applicable state securitieslaws for the resale of the Units.All of the representations and information provided in this Agreement and any additional(o)information that the undersigned has furnished to the Manager with respect to the Subscriber's financialposition and business experience is accurate and complete as of the date of this Agreement. If thereshould be any material adverse change in any such representation or information prior to the admission ofthe Subscriber as a member of the Company, the Subscriber agrees to immediately furnish accurate andcomplete information concerning any such material change to the ManagerThe Company, the Manager and counsel to the Company intend to and will rely(p)exclusively on the representations, warranties and information provided herein, and any additionalinformation that the Subscriber has furnished or may from time to time furnish to the Manager, todetermine the Company's and the Manager's compliance with the Securities Act, applicable statesecurities laws and other applicable federal, state, local and foreign laws and regulations, and neither theCompany nor the Manager shall have any liability arising out of any misrepresentation or omission by theundersigned or any other person with regard to such factual matters.(q)The Subscriber has not distributed the Memorandum to anyone other than theSubscriber's tax, financial or legal advisers and no one other than the Subscriber and the Subscriber'sadvisers has reviewed the Memorandum on behalf of the Subscriber.34940412.17

(r)The Company intends to comply with applicable anti-money laundering laws. 1 TheCompany does not accept cash, nor does the Company accept money derived from or intended for use inany criminal activity. To comply with its anti-money laundering obligations, the Company may seek, andthe Subscriber may be required to provide, detailed background information to ensure anti-moneylaundering compliance. If the Subscriber fails to provide the requested information regarding theSubscriber’s identity, background, and source of investment funds, the Company reserves the right toreject any subscription or to redeem Units held by the Subscriber. Pending the receipt of information anddocumentation from the Subscriber sufficient to satisfy the Company’s anti-money launderingobligations, the Company may retain the Subscriber’s money without transferring Units to the Subscriber.If sufficient information and documentation is not provided within a reasonable period of time, theCompany will return the Subscriber’s money without accepting his subscription.(s)The Subscriber also understands and agrees that, although the Company will use itscommercially reasonable efforts to keep the information provided in the answers to this Agreementstrictly confidential, the Company may present this Agreement and the information provided in thisAgreement to such persons or entities as it deems advisable if called upon to establish the availabilityunder any applicable law of an exemption from registration of the Units or if the contents hereof arerelevant to any issue in any action, suit, or proceeding to which the Company is a party or by which it isor may be bound. The Subscriber agrees that the Company may disclose the Subscriber’s status as asubscriber or investor in the Company to third parties, and to government agencies requesting suchinformation.(t)The Subscriber hereby certifies to the Company and the Manager that all informationprovided and statements and representations herein are complete and accurate.5.Transfer of Units.(a)If at any time the Subscriber proposes to sell or otherwise transfer the Units and suchUnits shall not be registered under a current registration statement under the Securities Act and understate securities laws, which, in the opinion of counsel for the Company, is applicable to such transfer, theCompany may require, as a condition to allowing such sale or transfer, that the holder and proposedtransferee of the Units furnish to the Company such information and take such steps as, in the opinion ofCompany’s counsel, are necessary in order to establish that exemptions under federal and state securitieslaws are available for such proposed sale or transfer and that such proposed sale and transfer will notcause the Company to lose the securities law exemptions relied upon to offer and sell Units in theOffering, including, without limitations, a written representation that such proposed transferee isacquiring the Units solely for investment purposes and not with a view to distribution thereof, and thedelivery of an opinion of counsel of the holder and/or transferee, acceptable to the Company, thatexemptions from the registration requirements are available under federal and applicable state securitieslaws.(b)legends:To the extent certificates are issued for the Units, each certificate will carry the following1In October 2001, the International Money Laundering Abatement and Anti-Terrorist FinancingAct of 2001, Title III of the “USA PATRIOT” Act of 2001, Pub. L. 107-56., was enacted, which makes a number ofimportant changes to the laws relating to electronic and other surveillance, money laundering, immigration, lawenforcement, critical infrastructure, and intelligence. As part of the regulations being promulgated by theDepartment of Treasury under the USA PATRIOT Act, the Company may be required to gather additionalinformation about its subscribers or investors.34940412.18

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THESECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSEDOF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCHACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TOTHE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS.”“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CONTRACTUALRESTRICTIONS ON TRANSFER PURSUANT TO THAT CERTAIN SUBSCRIPTION AGREEMENTAND QUESTIONNAIRE AND POWER OF ATTORNEY AND THE OPERATING AGREEMENTDATED JANUARY 21, 2020 (AS IT MAY BE AMENDED, RESTATED OR SUPPLEMENTED), BYAND AMONG THE COMPANY AND THE MEMBERS OF THE COMPANY AND ANY OTHERSIGNATORIES THERETO. YOU MAY OBTAIN A COPY OF SUCH AGREEMENTS BYCONTACTING THE MANAGER OF THE COMPANY.”(c)Operating Agreement. The Subscriber understands and acknowledges that his right totransfer the Units is limited by the terms of the Operating Agreement. The Subscriber hereby agrees tothe terms of the Operating Agreement.6.Tax Risk. No tax opinion or other tax advice will be obtained or provided as part of theOffering. EACH SUBSCRIBER IS ADVISED TO SEEK PROFESSIONAL GUIDANCE FROMHIS OWN TAX ADVISER IN EVALUATING THE RISKS OF AN INVESTMENT IN THEINTERESTS AND THE COMPANY. The Subscriber understands that, in the event of a change in thetax laws of the United States or any other jurisdiction applicable to the Company or the ownership ofUnits

OXFORD UAF II, LLC . SUBSCRIPTION AGREEMENT AND QUESTIONNAIRE . AND POWER OF ATTORNEY. THIS SUBSCRIPTION AGREEMENT AND QUESTIONNAIRE AND POWER OF ATTORNEY (this "Agreement") is made as of the date specified on the signature page hereof, by and between OXFORD UAF II, LLC, a Michigan limited liability company (the "Company"), with its