SUBSCRIPTION AGREEMENT

Strategic Supplier Partnership Investment

Class D Preferred Units

Supplier Partnership Series

Timbertop Growth Investment Fund LLC

A Delaware Limited Liability Company

October 18, 2025

⚠️ CRITICAL NOTICE ⚠️

THIS IS A BINDING LEGAL AGREEMENT

SUBSTANTIAL RISKS INCLUDING POSSIBLE LOSS OF ENTIRE INVESTMENT

READ COMPLETE PPM BEFORE SIGNING

CONSULT LEGAL, TAX, AND FINANCIAL ADVISORS

DUAL-ROLE: INVESTOR + PREFERRED VENDOR

Required Reading:

📄 Private Placement Memorandum

https://sign.timbertopinvest.com/

Click the link above to open the PPM in a new tab

✅ Required Before Proceeding

I have read and reviewed the complete Private Placement Memorandum (PPM) including all risk factors, investment terms, and operating agreement provisions. I have accessed and saved a copy of the PPM for my records and future reference.

Both boxes must be checked to proceed with application

Please confirm both checkboxes above before proceeding

ARTICLE I: SUBSCRIPTION FOR UNITS

The undersigned (the "Subscriber" or "Supplier Partner") hereby irrevocably subscribes for and agrees to purchase Class D Preferred Units (the "Units") of Timbertop Growth Investment Fund LLC, a Delaware limited liability company (the "Company" or "TGIF"), on the terms and conditions set forth in this Subscription Agreement and the Company's Private Placement Memorandum dated October 18, 2025 (the "PPM").

Section 1.1 – Subscription Details

Partnership Tier *

Investment Amount *

Number of Units:	—
Unit Price:	—

Section 1.2 – Dual Role Acknowledgment

Subscriber acknowledges and agrees that this investment creates a DUAL RELATIONSHIP:

👤

Investor Role

Equity member subject to Operating Agreement, distribution waterfall, and all investor obligations.

🔨

Vendor Role

Preferred supplier subject to Master Services Agreement, performance standards, bonding requirements, and vendor obligations.

⚠️

Conflicts of Interest

These roles may create conflicts which Subscriber explicitly acknowledges, accepts, and waives certain rights to challenge.

ARTICLE II: SUPPLIER PARTNERSHIP OBLIGATIONS

Simultaneously with acceptance, Subscriber shall execute a Master Services Agreement (the "MSA") with Timbertop Land Company setting forth:

Scope of services for Rarity Bay project
Quality standards, performance specifications, timelines
Pricing structure (including premium percentage)
Payment terms, conditions, retainage, invoice procedures
Warranty obligations and defect repair responsibilities
Insurance requirements and coverage amounts
Performance and payment bonding requirements
Termination provisions, cure periods, and remedies

Benefits Include:

✓ Right of First Refusal: Priority on projects within your scope

✓ Pricing Premium: D-1: 15% | D-2: 20% | D-3: 25% above market

✓ Payment Terms: D-1: Net 15 | D-2: Net 10 | D-3: Net 7 days

✓ Priority Scheduling & Dedicated Relationship Manager

⚠️ CRITICAL LIMITATION:

Preferred vendor status is NOT GUARANTEED and may be suspended or revoked for quality, safety, financial, or other issues.

Revocation does NOT affect investment obligations or lock-up period.

Subscriber shall provide and maintain 100% performance and payment bonds on all contracts. Requirements:

Issued by surety rated A- or better by A.M. Best
TGIF and Timbertop Land Company as dual obligees
Remain in effect until final completion plus warranty period
Loss of bonding = immediate termination grounds

⚠️ CRITICAL: Investment Obligations Continue

Termination of vendor relationship does NOT affect investment status. You remain bound by:

10+ year minimum lock-up period
No ability to redeem or transfer Units
All Operating Agreement terms
Capital call obligations (if any)

ARTICLE III: INVESTMENT TERMS AND CONDITIONS

Section 3.1 – Investment Structure

Class D Preferred Units with the following terms:

Hold Period

10 years minimum

then perpetual

Preferred Return

7% annually

(cumulative)

Profit Distribution

70% / 30%

Investors / Manager

Perpetual Income

Ground Lease + POA

Est. $8.7M annually

Section 3.2 – Illiquidity & Transfer Restrictions

⚠️ ILLIQUID INVESTMENT – NO PUBLIC MARKET

There is NO PUBLIC MARKET for Units. You must be prepared to hold for 10+ years with NO ABILITY TO LIQUIDATE.

Units subject to severe transfer restrictions under:

Federal and state securities laws
Company Operating Agreement (Manager approval required)
QOZ regulations (transfer may trigger tax consequences)
Supplier Partnership terms

Section 3.4 – No Guaranteed Returns

⚠️ CRITICAL: NO RETURNS ARE GUARANTEED

All financial projections are FORWARD-LOOKING STATEMENTS ONLY. Actual results may differ materially.

YOU COULD LOSE YOUR ENTIRE INVESTMENT

ARTICLES IV & V: REPRESENTATIONS & WAIVERS

Article IV: Your Representations & Warranties

By subscribing, you represent and warrant:

4.1 Authority: Full power and authority to enter this Agreement 4.2 Accredited Investor: Accredited investor per SEC regulations 4.3 Investment Intent: Acquiring for investment, not resale 4.4 Financial Capability: Can afford complete loss; net worth ≥ 10x investment 4.5 Document Review: Received, reviewed, understand PPM and all documents 4.10 Professional Advice: Consulted (or declined) legal and tax advisors

Article V: CRITICAL WAIVERS

YOU EXPLICITLY ACKNOWLEDGE AND WAIVE:

5.1 – No Fiduciary Duty

Manager duties LIMITED per Operating Agreement. You WAIVE traditional fiduciary duty claims.

5.5 – Conflicts of Interest

You ACCEPT conflicts between investor/vendor roles. You WAIVE right to challenge.

5.6 – No Guarantee of Work

NO GUARANTEE of minimum work. Estimates are PROJECTIONS not commitments.

5.7 – Vendor Termination ≠ Exit

Vendor termination does NOT affect 10+ year investment lock-up.

5.10 – Binding Arbitration

ALL disputes resolved via BINDING ARBITRATION. You WAIVE jury trial and class actions.

SIGNATURE PAGE

⚠️ BEFORE SIGNING, CONFIRM:

Read complete PPM and this entire Agreement Consulted legal, tax, financial advisors (or declined) Verified accredited investor status Understand 10+ year illiquid investment with substantial risks Could lose entire investment Accept all waivers, disclaimers, limitations

SUBSCRIBER INFORMATION

Legal Name *

Subscriber Type *

Tax ID / SSN *

Email *

SUBSCRIBER SIGNATURE

Signature Method:

⌨️ Type 📎 Upload

Signature *

Date *

Printed Name *

Title (if entity)

Electronic Signature Consent: I consent to electronic signatures per ESIGN Act & UETA. My electronic signature has the same legal effect as handwritten signature.

REQUIRED EXHIBITS

A: Investor Suitability Questionnaire B: IRS Form W-9 / W-8BEN C: Supplier Qualification Package D: Master Services Agreement E: QOZ Certification (if applicable) F: AML Certification

TGIF Subscription Agreement