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LAS VEGAS LUCKY 7’S, LLC SUBSCRIPTION AGREEMENT AND PURCHASER QUESTIONNAIRE Las Vegas Lucky 7’s, LLC 2328 10 th Avenue North Suite 402 Lake Worth, Florida 33416 Gentlemen: PART I 1. Subscription. The undersigned hereby tenders this subscription and applies for the purchase of _______ membership interests (the “Interests”) in Las Vegas Lucky 7’s, LLC, a Nevada limited liability company (the “Company) for an aggregate purchase price of $_______. By execution below, the undersigned acknowledges that the purchaser is an “Accredited Investor” as defined under the Securities Act of 1933, as amended (the “Securities Act”), and that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with its obligations under applicable securities laws. This Subscription Agreement and Purchaser Questionnaire is accompanied by the Private Placement Memorandum dated July __, 2016.

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Page 1: ATHEBAR, INC - Wall-Street.com€¦ · Web viewLAS VEGAS LUCKY 7’S, LLC SUBSCRIPTION AGREEMENT AND PURCHASER QUESTIONNAIRE Las Vegas Lucky 7’s, LLC 2328 10th Avenue North Suite

LAS VEGAS LUCKY 7’S, LLC

SUBSCRIPTION AGREEMENT AND PURCHASER QUESTIONNAIRE

Las Vegas Lucky 7’s, LLC2328 10th Avenue North

Suite 402Lake Worth, Florida 33416

Gentlemen:

PART I

1. Subscription. The undersigned hereby tenders this subscription and applies for the purchase of _______ membership interests (the “Interests”) in Las Vegas Lucky 7’s, LLC, a Nevada limited liability company (the “Company) for an aggregate purchase price of $_______. By execution below, the undersigned acknowledges that the purchaser is an “Accredited Investor” as defined under the Securities Act of 1933, as amended (the “Securities Act”), and that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with its obligations under applicable securities laws. This Subscription Agreement and Purchaser Questionnaire is accompanied by the Private Placement Memorandum dated July __, 2016.

2. Representations by Undersigned. The undersigned acknowledges and represents as follows:

(a) the undersigned has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of the prospective purchase of the Interests.

(b) the undersigned has obtained, to the extent he deems necessary, his own personal professional advice with respect to the risks inherent in the investment in the Interests, the suitability of the investment in the Interests in light of his financial condition and investment needs, and the tax consequences of such an investment.

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(c) the undersigned believes that the investment in the Interests is suitable for him based upon his investment objectives and financial needs, and the undersigned has adequate means of providing for his current financial needs and personal contingencies and has no need for liquidity of investment with respect to the Interests.

(d) the undersigned is able to bear the economic risk of an investment in the Interests, and the total loss of his investment.

(e) the undersigned has been given access to full and complete information regarding the Company and has utilized such access to his satisfaction, or waived the opportunity to do so, for the purpose of asking questions and receiving answers concerning the terms and conditions of the offering of the Interests and obtaining information regarding the Company. The undersigned has either attended or been given reasonable opportunity to attend a meeting with representatives of the Company for the purpose of asking questions of, and receiving answers from, such representatives concerning the terms and conditions of the offering of the Interests and to obtain any other additional information, to the extent reasonably available, regarding the Company.

(f) the undersigned recognizes that the Company has no operating history, and that the Interests as an investment involve a high degree of risk including, but not limited to, the risk of loss of the undersigned's entire investment.

(g) the undersigned realizes that (i) the purchaser of the Interests may have to bear the economic risk of investment for an indefinite period of time because the Interests have not been registered under applicable securities laws pursuant to exemptions therefrom, (ii) there is presently no public market for the Interests and no public or private market for the Interests is expected to develop, and (iii) there are restrictions on the transfer of the Interests, and the undersigned understands that he may not be able to liquidate his investment in the Interests in the event of an emergency or pledge the Interests as collateral security for loans.

(h) the undersigned has been advised that the Interests are not being registered under the Securities Act or the relevant state securities laws, but are being offered and sold pursuant to exemptions from such registrations, and that reliance by the Company upon such exemptions is predicated in part on the undersigned's representations to the Company as contained herein. The undersigned represents and warrants that the Interests are being purchased for his own account, that he has made no agreement with others regarding the Interests, and that his financial condition is such that it is not likely that it will be necessary to dispose of the Interests in the foreseeable future.

(i) the undersigned, if other than an individual, makes the following additional representations and warranties: (i) the undersigned was not organized for the specific purpose of acquiring the Interests; and (ii) this Subscription Agreement and

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Purchaser Questionnaire has been duly authorized by all necessary action on the part of the undersigned, has been duly executed by an authorized officer or representative of the undersigned, and is a legal, valid and binding obligation of the undersigned enforceable in accordance with its terms.

(j) the undersigned understands that the Interests cannot be sold or assigned without the registration and/or qualification under any applicable state securities laws or exemptions from such laws.

(k) the undersigned understands that the Company has no obligations to register the Interests under the Securities Act or to register or qualify the Interests for sale under any state securities laws, or to take any other action through the establishment of exemption(s) or otherwise, to permit the transfer thereof.

(l) the undersigned is informed of the significance to the Company of the foregoing representations, and such representations are made with the intention that the Company will rely on them. The undersigned shall indemnify and hold harmless the Company, its respective officers, directors, agents and affiliates against any losses, claims, damages, or liabilities to which they, or any of them, may become subject insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise from any actual or alleged misrepresentation or misstatement of facts or omission to represent or state facts made by the undersigned to the Company concerning the undersigned or the undersigned's financial position in connection with the offering or sale of the Interests including, without limitation, any such misrepresentation, misstatement, or omission.

(n) I will hold title to the Interests as follows:

___ Individual Ownership ___ Community Property ___ Joint Tenant with Right of Survivorship (both parties must sign) ___ Partnership ___ Tenants in Common ___ Company ___ Trust ___ Other (please specify)_______________________

PART II

3. Purchaser Qualification Information. The undersigned hereby provides the following information to the Company in order that the Company may determine whether the undersigned will be a qualified purchaser of the Interests in the Company, pursuant to

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Section 3(b), Section 4(2) and Section 4(6) of the Securities Act, and certain state suitability requirements. I understand that you will rely upon the following information for purposes of making such determination, and that the Interests will not be registered under the Securities Act in reliance upon the exemptions from registration provided by the Securities Act.

4. Representations by Undersigned. The undersigned represents and warrants to the Company that (i) the information contained herein is complete and accurate and may be relied upon by the Company, and (ii) the undersigned will notify the Company of any material change in any of the information occurring before the closing of the purchase of the Interests by the undersigned.

(a) I understand that the following information regarding my qualification as a purchaser of the Interests will be treated confidentially. However, I agree that the Company may present such information to such parties as management deems appropriate if called upon to establish that the proposed offer and sale of the Interests is exempt from registration under the Securities Act or meets the requirements of applicable state securities laws, or as otherwise required by law.

(b) I understand that such representations are made for the purpose of qualifying me as an “accredited investor” as that term is defined in Regulation D as promulgated by the Securities and Exchange Commission. I hereby represent that the statement or statements marked below are true and correct in all respects. I understand that a false representation may constitute a violation of law, and that any person who suffers damage as a result of a false representation may have a claim against me for damages.

5. Requested Information. Please provide the requested information in detail. This will help prevent the need for further discussions or the return of this Subscription Agreement and Purchaser Questionnaire for additional information. In the case of partnerships, corporations, and trusts, the following information must be completed in full by the partners, officer or trustee, as the case may be, who is responsible for the investor’s decision to purchase the Interests.

(a) General. The following information is to be provided by all Investors. (Please print or type – attach additional information on separate sheets if necessary.)

(i) Investor Information (for corporations, partnerships or trusts, please give name of entity and name of authorized individual completing the Subscription Agreement and Purchaser Questionnaire.

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Name___________________________________________________________________

Home Address____________________________________________________________

Home Telephone _________________________________________________________

Date of Birth/Organization__________________________________________________

U.S. Citizen Yes______ No_____

Occupation______________________________________________________________

Employer________________________________________________________________

Business Address_________________________________________________________

Business Telephone_______________________________________________________

Length of Employment_____________________________________________________

(ii) Type of Investor (please check one)

_____ U.S. Resident Individual Taxpayer_____ Non-Resident Alien Individual Taxpayer_____ Qualified Plan_____ Entity Exempt Under Section 501 of the Internal Revenue Code of 1986_____ Individual Retirement Account or KEOGH Plan_____ Corporation Organized under the Laws of the State of ________________ Partnership Organized under the Laws of the State of ________________ Other

(iii) For Investors other than Individuals

In order to establish that the Investor is authorized to complete this Subscription Agreement and Purchaser Questionnaire, the following must be furnished:

A general or limited partnership must attach a copy of its partnership agreement, which must show that the person signing this Subscription Agreement and Purchaser Questionnaire and any other document related to its subscription for the Interests (the

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“Subscription Documents”) is a general partner of the partnership who has the authority to make the investment decisions and to execute the Subscription Documents.

A corporation must attach a copy of a resolution of the board of directors showing that the corporation is authorized to make this investment and that the person who is signing any of the Subscription Documents is authorized to do so.

A trust must attach a copy of the trust agreement.

(iv) Investment Decision

If the Investor is a general partnership, did each partner elect whether he will participate in the partnership’s investment in the Interests? ____Yes _____No

If the answer is “No”, please state the total number of partners of the partnership and the total number of partners who elected to participate in this investment. _____

(b) Accreditation. The following sets forth the six categories through which an Investor may qualify as an “Accredited Investor” as that term is defined in Rule 501 of Regulation D under the Securities Act. You must qualify under one or more of the accredited investor categories. Please indicate each category of Accredited Investor that you satisfy by placing an “X” on the appropriate line below.

Accredited Investor’s Representation

Category I _____ The undersigned is an individual (not a partnership, corporation,trust, etc.) whose individual net worth, or joint net worth with spouse, presently exceeds $1,000,000.

Explanation: In calculating net worth you may not include equity in

real estate, but may include cash, short-term investments, stock cash, short-term investments, stock and other securities. Equity inpersonal property should be based on the fairmarket value of such property less debt secured by such property.

Category II _____ The undersigned is an individual (not a partnership, corporation,trust, etc.) who reasonably expects an individual income in excessof $200,000 (excluding income of spouse), or joint income withspouse in excess of $300,000, in the current year and had anindividual income in excess of $200,000 (excluding income ofspouse), or joint income with spouse of $300,000, in each of thelast two years.

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Explanation: Individual income means adjusted gross income, asreported for federal income tax purposes, less any income earnedby a spouse or by property owned by a spouse, increased by the following amounts (but not including any amounts earned by aspouse or by property owned by a spouse): (i) the amount of anytax exempt interest income received, (ii) the amount of lossesclaimed as a limited partner in a limited partnership, and (iii) anydeduction claimed for depletion.

Place an “X” in the appropriate spaces below:

I anticipate income in 2016 in the range of: My income in 2014 was: (Please (Please indicate whether individual or joint indicate whether individual or jointwith spouse) with spouse)

____$200,000 to $250,000 ____$200,000 to $250,000____$250,000 to $300,000 ____$250,000 to $300,000____over $300,000 ____over $300,000___individual ___joint ___individual ___joint

My income in 2015 was: (Pleaseindicate whether individual or jointwith spouse)

____$200,000 to $250,000____$250,000 to $300,000____over $300,000___individual ___joint

Category III _____ The undersigned is a manager, director or executive officer of the Company.

Category IV _____ The undersigned is (check one):

_____ a. An investment company (as defined in Section 2(13) of the Act._____ b. A business development company (as defined in Section 2(a)(48) of the

Investment Company Act of 1940._____ c. A Small Business Investment Corporation licensed by the U.S. Small Business

Administration under Section 301(c) or (d) of the Small Business Investment

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Act of 1958._____d. An employee benefit plan within the meaning of Title I of the Employee

Retirement Income Security Act of 1974 (“ERISA”) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of ERISA, that is either a bank, savings and loan association, an insurance corporation, or a registered investment advisor.

_____ e. An employee benefit plan within the meaning of Title I of ERISA with total assets in excess of $5,000,000.

_____ f. A self-directed employee benefit plan within the meaning of Title I of ERISA whose investment decisions are made solely by persons that are

accredited investors as that term is defined above.

Category V _____ The undersigned is a trust, with total assets in excess of $5,000,000.

Category VI _____ The undersigned is an entity, all of the equity owners of which are“accredited investors” within one or more of the above categories.Note: An irrevocable trust cannot qualify under that category. Theequity owners of a revocable trust are its grantors. If relying uponthat category alone, each equity owner must complete a separatecopy of this Subscription Agreement and Purchaser Questionnaire.

_____________________________________________________

_____________________________________________________(Describe nature of and beneficial ownership in the entity)

SIGNATURE PAGE FOR INDIVIDUALS

Dated: ___________, 2016

____________________________________Signature____________________________________Signature (all record holders should sign)____________________________________Name(s) Printed

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____________________________________Name(s) Printed____________________________________Address to Which Correspondence Should be Directed____________________________________Street or P.O. Box____________________________________City, State and Zip Code____________________________________Social Security Number____________________________________Social Security Number____________________________________Telephone Number

WHEN COMPLETED AND SIGNED THIS SUBSCRIPTION SHOULD BE DELIVERED TO LAS VEGAS LUCKY 7’S LLC, BAKKEN ACQUISITION AND INVESTMENTS CORP., c/o PRO ARENA RUGBY INC., ATTN: WILLIAM FORHAN, PRESIDENT, 2328 10TH AVENUE, SUITE 402, LAKE WORTH, FLORIDA 33416.

ACCEPTED:

LAS VEGAS LUCKY 7’S LLC

By:_______________________________ Dated: ____________, 2016 , Manager

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SIGNATURE PAGE FOR ENTITIES

Dated: ______________, 2016

____________________________________Name of Entity____________________________________*Signature with Title____________________________________Name Printed____________________________________Address to Which Correspondence Should be Directed____________________________________Street or P.O. Box____________________________________City, State and Zip Code____________________________________Tax Identification Number____________________________________Telephone Number

*If Securities are being subscribed for by an entity, the Certificate of Signatory that is attached to this document must also be completed.

WHEN COMPLETED AND SIGNED THIS SUBSCRIPTION SHOULD BE DELIVERED TO LAS VEGAS LUCKY 7’S LLC, BAKKEN ACQUISITION AND INVESTMENTS CORP., c/o PRO ARENA RUGBY INC., ATTN: WILLIAM FORHAN, PRESIDENT, 2328 10TH AVENUE, SUITE 402, LAKE WORTH, FLORIDA 33416.

ACCEPTED:

LAS VEGAS LUCKY 7’S LLC

By:__________________________ Date:_____________, 2016 , Manager

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CERTIFICATE OF SIGNATORY

(To be completed if the Securities are beingsubscribed for by an entity)

I, ____________________, am the _______________ of ___________________ (the "Entity").

I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and Purchaser Questionnaire and to purchase and hold the Interests, and certify further that the Subscription Agreement and Purchaser Questionnaire has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

IN WITNESS WHEREOF, I have set my hand this ___ day of ________________, 2016.

_________________________Signature