SERIES A CONVERTIBLE NOTES

SUBSCRIPTION AGREEMENT
DIVERSYFUND, INC.

One America Plaza

600 West Broadway, 14th Floor

San Diego, California 92101 USA

The undersigned understands that DiversyFund, Inc., a Delaware corporation (the "Company"), in
accordance with the terms and conditions of this Subscription Agreement (this "Agreement"), is offering
for issuance to the undersigned subscriber, certain Convertible Notes ("Convertible Notes") of the
Company. In consideration of the mutual covenants set forth herein, the undersigned and the Company
hereby agree as follows:

1. Subscription. The undersigned hereby irrevocably subscribes for and agrees to purchase the amount of
Convertible Notes at par set forth on the signature page hereof on the terms and conditions set forth in
this Agreement. The purchase price for the Convertible Notes is indicated by the undersigned on the
signature page hereto, which purchase price shall be payable at the time of subscription (and shall be
deemed to have been received only when (i) all compliance checks on the undersigned, such as Anti-
Money-Laundering compliance, have been cleared, (ii) the undersigned has been confirmed as an
"accredited investor" by a third party such as VerifyInvestor.com, per the requirements of Rule 506(c) of
the 1933 Act and (iii) checks, ACH or wire transfers have cleared and been released from any third party
escrow to the Company).

2. Acceptance of Subscription. The undersigned understands and agrees that the Company shall have the
right to accept or reject this subscription, in whole or in part, and that the same shall be deemed to be
accepted by the Company only when this Agreement is accepted and signed by a duly authorized officer
thereof as provided for herein. The undersigned acknowledges that subscriptions need not be accepted
in the order received, and that the Convertible Notes may be allocated in whole or in part, at the sole
discretion of the Company, in the event of an over-subscription.

3. Representations and Warranties of the Undersigned. The undersigned makes the following
representations and warranties, (which representations are incorporated herein by this reference), with
the intent that they be relied upon by the Company and its Manager, members, employees, agents and
counsel in determining the undersigned's suitability as a purchaser of the Convertible Notes. The
undersigned hereby agrees that such representations and warranties shall survive the purchase of the
Convertible Notes. By signing this Agreement, the undersigned represents that he or she has read and
acknowledged the representations and warranties set forth in this Section 3. If more than one person is
signing this Agreement, each representation and warranty made herein shall be a joint and several
representation or warranty of each person.

3. Representations and Warranties of the Undersigned. The undersigned makes the following
representations and warranties, (which representations are incorporated herein by this reference), with
the intent that they be relied upon by the Company and its Manager, members, employees, agents and
counsel in determining the undersigned's suitability as a purchaser of the Convertible Notes. The
undersigned hereby agrees that such representations and warranties shall survive the purchase of the
Convertible Notes. By signing this Agreement, the undersigned represents that he or she has read and
acknowledged the representations and warranties set forth in this Section 3. If more than one person is
signing this Agreement, each representation and warranty made herein shall be a joint and several
representation or warranty of each person.

(a) The undersigned is the sole and true party in interest, is acquiring the Convertible Notes for his, her or
its own account for investment, is not purchasing the Convertible Notes subscribed for hereby for the
benefit of any other person, and has no present intention of holding or managing the Convertible Notes
with others or of selling, distributing or otherwise disposing of any portion of the Convertible Notes.

(c) The undersigned (i) if an individual, is a citizen of the United States, (ii) if an individual, is at least 21
years of age, and (iii) is a bona fide permanent resident of and is domiciled in the state set forth on the
signature page hereof and has no present intention of becoming a resident of any other state or
jurisdiction, and (iv) is an "accredited investor" as defined in Rule 501(a) promulgated under the
Securities Act of 1933, as amended (the "1933 Act").

(d) The undersigned is aware that an investment in the Convertible Notes is highly speculative and
subject to substantial risks. The undersigned has adequate means of providing for his, her or its current
needs and possible contingencies, and is able to bear the high degree of economic risk of this
investment, including, but not limited to, the possibility of the complete loss of the undersigned's entire
investment, the lack of a public market, and the limited transferability of the Convertible Notes, which
may make the liquidation of this investment impossible for the indefinite future.

(e) The undersigned has, or the undersigned together with Purchaser Representative have, such
knowledge and experience in financial and business matters as to be capable of evaluating the merits
and risks of an investment in the Convertible Notes and making an informed investment decision.

(f) The undersigned understands that the Convertible Notes will not be registered under the 1933 Act, or
any state securities laws, in partial reliance upon exemptions from registration for certain private
offerings. The undersigned understands and agrees that the Convertible Notes, or any interest therein,
may not be resold or otherwise disposed of by the undersigned unless the transfer of the Convertible
Notes is subsequently registered under the 1933 Act and under all applicable state securities laws or
unless the Company receives an opinion of counsel, satisfactory to it that an exemption from registration
is available. The undersigned understands that only the Company can take action so as to register the
Convertible Notes and the Company is under no obligation to do so, nor does it propose to do so.

(g) The undersigned acknowledges and confirms that he/she and the Purchaser Representative, if any,
have been given a reasonable opportunity to review all documents, books, records and materials of the
Company pertaining to this investment, have been supplied with all additional information concerning the
Company and the Convertible Notes that has been requested, have had a reasonable opportunity to ask
questions of and receive answers from the Company or its representative concerning this subscription
and that all questions have been answered to the full satisfaction of the undersigned.

(h) The undersigned represents that he or she has read and considered fully the exhibit entitled Risk
Factors attached to the Company's Operating Agreement and understands that (i) the Company has no
operating history, (ii) any investment in the Convertible Notes is highly speculative and is subject to a
high degree of risk, and (iii) there are substantial restrictions on the transferability of, and there will be
no public market for the Convertible Notes and it may be impossible to liquidate an investment in the
Convertible Notes in case of an emergency.

(i) The undersigned has received no representations, written or oral, from the Company or its Manager,
members, attorneys or agents, other than those contained in this Agreement. In making his, her or its
decision to purchase the Convertible Notes, the undersigned has relied solely upon his review of the
Company's Operating Agreement and this Agreement and independent investigations made by him or his
representatives without assistance of the Company.

(j) The undersigned understands and agrees that the following restrictions and limitations are applicable
to his purchases and resales, pledges, hypothecations or other transfers of the Convertible Notes:

(i) The Convertible Notes shall not be sold, pledged, hypothecated or otherwise transferred unless
registered under the 1933 Act and applicable state securities laws or an exemption from registration is
available;

(ii) Each certificate or other document evidencing or representing the Convertible Notes shall be stamped
or otherwise imprinted with one or more legends in substantially the following forms:
THESE UNITS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND VARIOUS APPLICABLE STATE
SECURITIES LAWS. THESE UNITS MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR ASSIGNED OR A
SECURITY INTEREST CREATED THEREIN, UNLESS THE PURCHASER, TRANSFEREE, ASSIGNEE, PLEDGEE OR
HOLDER OF SUCH SECURITY INTEREST COMPLIES WITH ALL STATE AND FEDERAL SECURITIES LAWS (I.E.,
THE UNITS ARE REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE
THEREUNDER) AND UNLESS THE SELLER, TRANSFEROR, ASSIGNOR, PLEDGOR OR GRANTOR OF SUCH
SECURITY INTEREST PROVIDES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
THAT THE TRANSACTION CONTEMPLATED WOULD NOT BE IN VIOLATION OF THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

(iii) Stop transfer instructions have been or will be placed on the Convertible Notes so as to restrict the
resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereof.

(k) The undersigned acknowledges and represents that the undersigned has completed and executed
this Subscription Agreement (commencing following the signature page of this Agreement) and that the
information contained in each of such documents is complete and accurate.

(l) The undersigned represents and affirms that if an investment in the Convertible Notes is being made
by a corporation, partnership, limited liability company, trust or estate,

(i) the decision to invest and the execution and delivery of this Agreement have been duly authorized by
such corporation, partnership, limited liability company, trust or estate;

(ii) the person executing this Agreement on behalf of such corporation, partnership, limited liability
company, trust or estate has all right and authority, in his or her capacity as an officer, general partner,
trustee, manager, member, executor or other representative of such corporation, partnership, trust or
estate, as the case may be, to execute and deliver this Agreement on behalf of such corporation,
partnership, limited liability company, trust or estate;

(iii) this Agreement is a valid and binding agreement of such corporation, partnership, limited liability
company, trust or estate, as the case may be, enforceable in accordance with its terms; and

(iv) such corporation, partnership, limited liability company, trust or estate was not organized for the
specific purpose of acquiring the Convertible Notes.

(m) The undersigned represents and affirms that if the undersigned is a partnership, it has, prior to the
purchase of the Convertible Notes contemplated hereunder, made other investments, and this
investment in the Company is being participated in by the partners of the undersigned in substantially
the same proportions as such other prior investments.

(n) The undersigned (i) acknowledges that the Operating Agreement, the information contained therein,
and all other information concerning the Company delivered to the undersigned in connection with the
sale of Convertible Notes contemplated hereby (the "Proprietary Information") constitute proprietary
confidential information of the Company, (ii) warrants to the Company that he or she shall not use,
disclose or disseminate the Proprietary Information except for the sole and isolated purpose of making an
investment decision related to the purchase of the Convertible Notes, and (iii) represents and warrants
that he or she has not distributed or disseminated, nor will he or she at any time distribute or
disseminate, the Proprietary Information to anyone other than the Purchaser Representative, if any, and
other personal advisers of the undersigned, and that the use of the Proprietary Information by the
Purchaser Representative and/or any other personal adviser has been, and will at all times, be limited to
the sole and isolated purpose of evaluating the proposed purchase of the Convertible Notes by the
undersigned. The undersigned acknowledges and agrees that any additional trade secrets or other non-
public information disclosed by the Company to the undersigned will be disclosed only upon the
execution by the undersigned of non-disclosure, non-competition and non-circumvention agreements
determined reasonably necessary by the Company.

4. Indemnification. The undersigned acknowledges that he or she understands the meaning and legal
consequences of the representations and warranties set forth in Section 3 hereof and that the Company
and its Manager, members, employees, agents and counsel have relied and will rely upon such
representations and warranties. The undersigned hereby agrees to indemnify and hold harmless the
Company and each of its Manager, members, employees, agents and counsel from and against any and
all losses, claims, damages, liabilities, costs or expenses (including attorney's fees), joint or several, to
which any such person may become subject due to or arising out of:

(i) Any breach by the undersigned of any such representation or warranty;

(ii) Any inaccuracy in the representations and warranties hereinabove set forth;

(iii) The disposition of any of the Convertible Notes by the undersigned contrary to the foregoing
representations and warranties; and

(iv) Any action, suit, proceeding, demand, assessment or judgment incident to or based upon any of the
matters so indemnified against.

Notwithstanding the foregoing, however, no representation, warranty, acknowledgment or agreement

5. Representations and Warranties of the Company. The Company represents and warrants to the
undersigned that as of the date of the Company's acceptance of this Agreement:

(a) The Company is a limited liability company duly organized, validly existing and in good standing
under the laws of the State of Delaware, and has all requisite power and lawful authority to own, lease
and operate its assets, Property and business and to carry on its business as now being conducted.

(b) The Company has the legal right and power and all authority necessary to accept and execute this
Agreement, to issue and deliver the Convertible Notes, and to perform fully its obligations hereunder.
This Agreement has been duly authorized and, upon proper acceptance and execution by a manager of
the Company, will constitute a valid and binding agreement of the Company enforceable against it in
accordance with its terms, except to the extent that its enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights
generally and by principles of equity regarding the availability of remedies.

(c) The Company acknowledges that the undersigned will rely on the foregoing representations and
warranties of the Company and the Company hereby agrees to indemnify and hold harmless the
undersigned from and against any and all losses, claims, damages, liabilities or expenses and any actions
in respect thereof to which the undersigned may become subject as a direct result of a breach by the
Company of any such representations or warranties together with all reasonable costs and expenses
(including attorneys' fees) incurred by the undersigned in connection with any action, suit, proceeding,
demand, assessment or judgment incident to any of the matters indemnified against.

6. Non-Transferability. The undersigned agrees not to transfer or assign this Agreement, or any of his, her
or its interest herein.

7. Non-Acceptance. The execution and delivery of this Agreement by the undersigned shall constitute an
offer to purchase the Convertible Notes in the amounts set forth on the signature page hereof, which
offer may be accepted or rejected by the Company, in its sole discretion for any reason or for no reason
and without liability to the Company. The Company shall indicate acceptance of this Agreement only by
signing as indicated on the signature page hereof.

8. Binding Agreement. Upon delivery of this Agreement signed by the undersigned to the Company, the
undersigned agrees that he or she may not cancel, terminate or revoke any obligation of the undersigned
made hereunder and that all representations, warranties, covenants and duties contained in this
Agreement shall be binding upon the heirs, successors, assigns, executors, administrators, guardians,
conservators or personal representatives of the undersigned and shall survive (i) the acceptance of this
Agreement by the Company, (ii) changes in the transactions, documents and instruments described in
the Operating Agreement that are not material, and (iii) the death or disability of the undersigned.

9. Entire Agreement. This Agreement constitutes the entire agreement among the parties pertaining to
the subject matter hereof, supersedes any and all prior agreements and understandings of the parties,
and may be amended only by a writing executed by all parties. No covenant, representation or condition
not expressed in this Agreement shall affect or be deemed to interpret, change or restrict the express
provisions hereof.

10. Counterpart to Operating Agreement. Subject to acceptance of this Agreement by the Company by its
countersignature, the signature page to this Agreement shall represent a counterpart signature page to
the Operating Agreement of this Company in the form provided with the Memorandum and the
Subscription shall be bound by the terms and conditions thereof.

11. Governing Law. This Agreement is entered into under and shall be governed by and construed in
accordance with the laws of the State of Delaware, excluding that State's choice-of-law principles, and all
claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract,
tort or otherwise, shall likewise be governed by the laws of the State of Delaware, excluding that State's
choice-of-law principles. Furthermore, the parties hereto do FULLY AND FOREVER WAIVE ALL OF THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY FOR ANY PROCEEDING ARISING OUT OF THIS AGREEMENT OR
RELATED TO THE SALE OF CONVERTIBLE NOTES. The parties hereto further agree that any and all claims,
disputes or controversies arising from or related to this Agreement, existing at or arising after the
effective date of this Agreement, will be submitted to binding arbitration under the Delaware Rapid
Arbitration Act, as amended from time to time (the "DRAA"), and the rules for DRAA arbitrations adopted
by the DRAA and the Delaware courts (the "Arbitration Rules") shall govern all aspects of the arbitration.
In no event shall class arbitration be permitted, and the arbitrator shall have no authority to conduct any
class arbitration. The parties knowingly and voluntarily consent to the waiver of any rights resulting from
this Arbitration Provision or application of the DRAA or the Arbitration Rules.

The parties agree that arbitration shall be the sole and exclusive forum for resolving disputes subject to
this Arbitration Provision. In the event a party initiates litigation in violation of this Arbitration Provision,
such action shall be subject to dismissal, with the reasonable fees and expenses of the non-initiating
party or parties paid by the party or parties that initiated the action. Nothing in this Arbitration Provision
shall limit the right of a party to seek an order from a court of competent jurisdiction (a) dismissing
litigation brought in violation of this Arbitration Provision or (b) compelling a party to arbitrate in
accordance with this Arbitration Provision. In the event such an order is sought and obtained, the non-
prevailing party shall pay all reasonable fees and expenses of the prevailing party. The parties stipulate
and agree that a violation of this Arbitration Provision shall constitute irreparable harm and that, on proof
of a breach, the party seeking relief from such violation shall be entitled to equitable relief including, but
not limited to, an injunction or specific performance.

To the extent permitted under the DRAA, all hearings relating to the arbitration, along with the arbitration
itself, will take place in either San Diego, California or the State of Delaware, per the sole election of the
Manager. Notwithstanding anything herein to the contrary, each party to the arbitration will bear its own
attorneys' fees relating to the arbitration, regardless of the which party prevails in such arbitration. In the
event that the binding arbitration provision above is not enforceable, the parties hereby subject
themselves to the jurisdiction of the federal and state courts located within the State of California and
agree that the exclusive venue and place of jurisdiction for any lawsuit arising under or related to the
sale of the Convertible Notes shall be in the federal or state courts located within San Diego County,
California.

The parties hereto waive to the fullest extent permitted by applicable law all claims to consequential and
punitive damages in any arbitration or other legal action brought by any of them against any other of
them in respect of (i) any claim among or between any of them arising under this Agreement, the related
Private Placement Memorandum, or any other agreement or agreements between or among any of them
at any time, including any such agreements, whether written or oral, made or alleged to have been made
at any time, and (ii) any and all claims arising under common law or under any statute of any state or the
United States of

12. Incorporation by Reference. All statements, representations and other information set forth on the
signature page hereof and all attachments hereto are incorporated herein as integral terms of this
Agreement.

NOTE: IN ADDITION TO THE REQUIREMENTS IN PARAGRAPH 1 ABOVE, THIS SUBSCRIPTION

1. THE SUBSCRIBER INFORMATION REQUESTED ON THE FOLLOWING PAGE MUST BE

2. SUBSCRIBER HAS CONFIRMED ITS STATUS AS AN "ACCREDITED" INVESTOR TO THE

[signature page follows]

SIGNATURE PAGE

(Subscription Agreement)

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement as of the date
indicated below and hereby (i) represents that the information contained below and previously provided
to the Company or its affiliates through the Diversyfund.com online platform, is complete and accurate
and may be relied upon; and agrees to notify the Company immediately of any material adverse change
in any of such information occurring prior to the acceptance of the undersigned's subscription and (ii)
subscribes for and agrees to purchase, subject to the terms and conditions of this Subscription
Agreement, such amount of Convertible Notes for a total purchase price as indicated below:

AMOUNT OF CONVERTIBLE NOTE = $ 500000 (TOTAL PURCHASE PRICE)

1. Signatures:

Date: 2019-06-26T19:24:31.415Z

Individuals:

Print Name of Individual: Shane Dorn

Signature:

Entities/Trusts:

Print Name of Entity: _______________________________

Signature of Authorized Person: __________________

Title of Authorized Person: __________________

2. Subscriber's State of Residence or Principal Place of Business: _____________________

3. State of Organization/Formation (For Entities and Trusts Only): _____________________

4. Subscriber's Social Security or Taxpayer Identification Number (EIN): _______________________________

5. Residence Address or, if Subscriber is not a natural person, principal business address (please indicate
street address - P.O. address is not legally sufficient):
_____________________
_____________________
_____________________
_____________________
_____________________

6. E-mail Address (for sending quarterly reports and updates): [email protected]

Accepted by the Company as of 2019-06-26T19:24:31.415Z.

DIVERSYFUND, INC.

By:

Name: Alan Lewis

Its: Chief Investment Officer