Investor Verification

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3Sixty6 Media Logo 3Sixty6 Media

SUBSCRIPTION AGREEMENT

For the Purchase of Tokenized Equity Certificates (ERC-1155) 3Sixty6 Media — Private Offering Regulation D & Regulation Crowdfunding (Reg CF)

1. SUBSCRIPTION

The undersigned investor ("Subscriber") hereby subscribes to purchase:

______

Each representing 1,000 shares of 3Sixty6 Media Common Stock

$10.00

$___________

☐ USDC (Polygon) ☐ ETH (Polygon) ☐ Credit Card (via Stripe Crypto) ☐ Bank Transfer (for Reg D investors only)

2. ACCEPTANCE OF SUBSCRIPTION

This subscription is conditional and becomes effective only upon:

  • Completion of KYC/AML verification
  • Wallet whitelisting approval
  • Execution of this Agreement
  • Full payment received
  • Company approval

The Company reserves the right to reject any subscription, in whole or in part, at its sole discretion.

3. DESCRIPTION OF SECURITIES

3.1 ERC-1155 Transferable Equity Certificates

Each Certificate:

  • Represents 1,000 shares of 3Sixty6 Media Common Stock (par value $0.01)
  • Is transfer-restricted during the applicable lock-up period
  • Becomes transferable only after the lock-up period expires
  • May be burned to unlock ERC-20 equity shares post-lock-up
  • Must be held in a whitelisted Polygon wallet

3.2 ERC-20 Equity Shares (Post-Unlock)

After lock-up expiration and certificate burning:

  • Subscriber receives 1,000 ERC-20 equity shares
  • ERC-20 shares remain restricted securities under U.S. law
  • Transfers require:
    • Whitelisted sender and recipient wallets
    • Payment of Corporate Transfer Fee (5-20%)
    • Company approval

4. LOCK-UP PERIODS

Subscriber acknowledges and agrees to the following lock-up periods:

Regulation Investor Type Lock-Up Period Minimum Investment
Regulation D Accredited Investors 6 months $1,000
Regulation CF Retail Investors 12 months $10

During the lock-up period, Subscriber may NOT:

  • Transfer, sell, or assign any ERC-1155 Certificates
  • Convert Certificates to ERC-20 shares
  • Subdivide or fractionally transfer Certificates

5. CORPORATE TRANSFER FEE

Subscriber explicitly agrees that:

  • All post-lock-up transfers of ERC-1155 Certificates or ERC-20 shares incur a 5-20% Corporate Transfer Fee.
  • The fee must be paid in full prior to any transfer approval.
  • This is a corporate capital operation, not a blockchain royalty.
  • Any attempted transfer without fee payment will be automatically rejected by the smart contract.

6. INVESTOR REPRESENTATIONS

Subscriber represents and warrants that:

[REGULATION D INVESTORS ONLY]

  • I qualify as an accredited investor under Rule 501 of Regulation D.
  • I understand this investment involves high risk and limited liquidity.

[REGULATION CF INVESTORS ONLY]

  • I have reviewed the Form C filing and understand the investment risks.
  • My total investment does not exceed my annual income/net worth limits under Reg CF.

[ALL INVESTORS]

  • I am purchasing these securities for investment purposes only, not for resale.
  • I can bear the economic risk of this investment, including a total loss.
  • I understand the blockchain-based delivery and compliance model.
  • I have read and understand the transfer restrictions outlined in this Agreement.
  • I am not relying on any oral representations outside this Agreement.
  • I am not a U.S. person subject to FATCA reporting (if applicable).

7. COMPLIANCE & WHITELISTING

Subscriber agrees to:

  • Maintain a whitelisted Polygon wallet for the duration of ownership.
  • Provide updated KYC/AML information if requested by the Company.
  • Comply with all transfer restrictions and whitelisting requirements.
  • Acknowledge that failure to maintain compliance may result in restricted or frozen transfers.

0x________________________________________

8. NO PUBLIC MARKET

Subscriber explicitly acknowledges that:

  • There is no public market for these securities.
  • Secondary liquidity is limited to private transfers between whitelisted wallets.
  • The Company makes no guarantees of future liquidity or trading markets.

9. TAX AND LEGAL COMPLIANCE

Subscriber is responsible for:

  • All tax obligations arising from this investment.
  • Compliance with applicable securities laws in their jurisdiction.
  • Consulting their own tax/legal advisors before investing.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

11. SIGNATURES

SUBSCRIBER

Name: _________________________

Address: _______________________

Email: _________________________

Wallet: 0x______________________

Signature: _____________________

Date: _________________________

COMPANY — 3Sixty6 Media

By: Jean Gilbert Fils Bastien

Name: Jean Gilbert Fils Bastien

Title: Founder / Authorized Officer / Owner

Signature: _____________________

Date: _________________________

ATTACHMENTS

  • KYC/AML Verification Documents
  • Accreditation Certificate (Reg D investors only)
  • Wallet Whitelisting Confirmation
END OF DOCUMENT

📌 For Investors: How to Subscribe

A step-by-step guide to completing the subscription process.

1

Step 1: Review the Offering Documents

Before investing, carefully review the following documents (provided by 3Sixty6 Media):

  • Offering Summary (Key terms, risks, and structure)
  • Subscription Agreement (Legal terms and obligations)
  • Investor Rights & Limitations (Lock-up, transfer rules, and compliance)

🔹 Regulation D Investors: Confirm you meet the accredited investor criteria.
🔹 Regulation CF Investors: Ensure your investment aligns with annual income/net worth limits.

2

Step 2: Choose Your Investment Tier

Regulation Investor Type Minimum Investment Lock-Up Period
Regulation D Accredited Investors $1,000 6 months
Regulation CF Retail Investors $10 12 months

🔹 Decide how many ERC-1155 Equity Certificates you want to purchase (1 Certificate = 1,000 shares = $10).

3

Step 3: Set Up Your Wallet

Download MetaMask (MetaMask.io) or another Polygon-compatible wallet. Create a wallet and securely back up your seed phrase.

Add Polygon Network to MetaMask:

Network Name: Polygon Mainnet
RPC URL: https://polygon-rpc.com/
Chain ID: 137
Currency Symbol: MATIC
Block Explorer: https://polygonscan.com/

Fund Your Wallet (Choose one method):

  • Stripe Crypto (for Reg CF investors): Purchase USDC directly with a credit/debit card.
  • Coinbase (for Reg D investors): Buy USDC or ETH and transfer to your MetaMask wallet.
  • Bank Transfer (for Reg D investors only): Contact 3Sixty6 Media for instructions.
4

Step 4: Complete KYC/AML & Whitelisting

Submit KYC/AML Documents:

  • Provide a government-issued ID (passport, driver’s license).
  • Complete the KYC/AML verification via 3Sixty6 Media’s portal or Republic’s platform.

Whitelist Your Wallet:

  • Submit your Polygon wallet address (e.g., 0x123...abc) to 3Sixty6 Media.
  • Wait for confirmation that your wallet is whitelisted.
5

Step 5: Sign the Subscription Agreement

Fill Out the Agreement:

  • Enter your name, address, email, and wallet address.
  • Select your investment amount and payment method.
  • Check the boxes to acknowledge investor representations.

Sign Electronically:

  • Use a tool like DocuSign or print, sign, and scan the document.
  • Ensure all fields are completed accurately.
6

Step 6: Make Your Payment

Choose one payment method and follow the instructions:

Payment MethodInstructions
USDC (Polygon) Transfer USDC to the provided 3Sixty6 Media Treasury Wallet. Include your investor ID in the memo.
ETH (Polygon) Transfer ETH to the provided wallet. ETH will be converted to USDC at the time of receipt.
Stripe Crypto Use the Stripe Crypto on-ramp to purchase USDC with a credit/debit card.
Bank Transfer Contact 3Sixty6 Media for Reg D bank transfer instructions.

🔹 Important: Include your investor ID or email with your payment to ensure proper allocation.

7

Step 7: Submit Your Subscription

Email the Signed Agreement to: investors@3sixty6media.com

  • Subject Line: Subscription Agreement – [Your Name]
  • Attach the Following:
    • Signed Subscription Agreement
    • KYC/AML Verification Documents
    • Proof of Payment (transaction hash or receipt)
8

Step 8: Receive Your ERC-1155 Certificates

Confirmation Email: You’ll receive a confirmation email within 3–5 business days after submission.

Certificate Issuance: Your ERC-1155 Equity Certificates will be minted and sent to your whitelisted Polygon wallet. Verify receipt on polygonscan.com.

Dashboard Access: Log in to the 3Sixty6 Media Investor Dashboard to view your certificates, track lock-up countdown, and monitor corporate updates.

9

Step 9: Post-Investment Compliance

  • Maintain Whitelisting: Keep your wallet whitelisted for future transfers.
  • Update KYC/AML: Notify 3Sixty6 Media of any changes to your contact or identity information.
  • Tax Reporting: Consult your tax advisor for reporting obligations (e.g., Form 8949 for U.S. investors).

❓ Frequently Asked Questions (FAQ)

How do I check my lock-up period?
Your lock-up expiration date is recorded in the metadata of your ERC-1155 Certificate. You can also check the Investor Dashboard.
Can I transfer my certificates before the lock-up expires?
No. Transfers are restricted during the lock-up period (6 months for Reg D, 12 months for Reg CF).
What happens after the lock-up expires?
You can: Hold your ERC-1155 Certificate, burn the Certificate to unlock 1,000 ERC-20 equity shares, or transfer the Certificate or ERC-20 shares to a whitelisted wallet (subject to the 5–20% Corporate Transfer Fee).
How do I burn my ERC-1155 Certificate?
Use the 3Sixty6 Media Investor Dashboard to initiate the burn process. Your ERC-20 shares will be issued to the same wallet.
What is the Corporate Transfer Fee?
A 5–20% fee applied to all post-lock-up transfers of ERC-1155 Certificates or ERC-20 shares. The fee is paid to the 3Sixty6 Media Treasury Wallet and ensures compliance.
Where can I trade my ERC-20 shares?
ERC-20 shares are restricted securities and can only be transferred privately between whitelisted wallets. There is no public market.

📧 Need Help?

Contact the 3Sixty6 Media Investor Relations Team: investors@3sixty6media.com

For 3Sixty6 Media: Counter-Signing & Issuing

Internal Process Document — Confidential — Legal & Compliance Team Only

1

Step 1: Receive and Review Subscriber Documents

Monitor investors@3sixty6media.com for subscription packets. Verify each packet includes:

  • Signed Subscription Agreement
  • KYC/AML Verification Documents
  • Proof of Payment (transaction hash/receipt)
  • Wallet Address (whitelisted Polygon address)

Log submissions in the Investor Tracking Sheet (Google Sheets/Airtable).

2

Step 2: Legal & Compliance Review

  • Accreditation Verification (Reg D): Confirm investor meets accredited criteria via third-party service.
  • Reg CF Limits (Retail): Ensure investment does not exceed annual income/net worth limits.
  • KYC/AML Compliance: Verify identity and screen for sanctions (Sumsub, Chainalysis).
  • Wallet Whitelisting: Confirm the investor’s wallet is whitelisted in the smart contract admin panel.
3

Step 3: Counter-Sign the Subscription Agreement

Use DocuSign or Adobe Sign to counter-sign as "Jean Gilbert Fils Bastien, Founder / Authorized Officer / Owner". Save the executed agreement and update the Investor Tracking Sheet.

4

Step 4: Process Payment & Reconcile

Verify payment on Polygonscan, Stripe Dashboard, or bank account. Log the payment in accounting software and email the investor a receipt.

5

Step 5: Issue ERC-1155 Certificates via Smart Contract

Use the admin dashboard to mint certificates by inputting investor wallet, certificate amount, and lock-up period. The smart contract function to call is:

function mintCertificates(
    address _investor,
    uint256 _amount,
    uint256 _lockupDuration,
    string memory _metadata
) public onlyAdmin {
    _mint(_investor, _amount, _lockupDuration, _metadata);
}

Verify the transaction on Polygonscan and update the tracking sheet with the transaction hash.

6

Step 6: Investor Notification

Send a confirmation email with wallet address, certificates issued, lock-up period, and the Polygonscan transaction link. Grant access to the investor dashboard.

7

Step 7: Update Cap Table & Records

Log the issuance in Carta/Pulley. Submit Form C updates to Republic for Reg CF investors. Reconcile tracking sheet, cap table, and blockchain records weekly.

8

Step 8: Post-Issuance Compliance

Monitor lock-up expirations and notify investors. Handle post-lock-up transfer requests by verifying whitelist status and fee payment. Send quarterly investor reports.

🛠 Tools & Resources

  • Polygonscan: Verify ERC-1155 issuance
  • DocuSign: Counter-sign agreements
  • Carta/Pulley: Cap table management
  • Sumsub/Onfido: KYC/AML verification
  • 3Sixty6 Dashboard: Issuance & investor management
  • QuickBooks/Xero: Payment reconciliation