Subscription Agreement

Effective Date: May 15, 2023

Subscription Agreement

This Subscription Agreement (the "Agreement") is entered into as of the time of the Subscriber's digital signature, between the digital wallet of the undersigned subscriber (the "Subscriber") and Gray Digital, which includes the Gray Fund and the Gray Trading Services (collectively, the "Company").

WHEREAS, the Subscriber desires to purchase [insert number of shares/units] of the Company subject to the terms and conditions specified herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Subscription: Subject to the terms and conditions hereof, the Subscriber hereby subscribes for one share of the Company, and the Company agrees to sell such one share to the Subscriber for the total subscription price of one US dollar. One US dollar represents one share of the Company.

2. Payment: The Subscriber agrees to pay the total subscription price by transferring the appropriate amount of cryptocurrency to the Company's designated wallet address.

3. Representations and Warranties: The Subscriber represents and warrants to the Company that they have the legal capacity and authority to enter into this Agreement, that they have received and reviewed all necessary documents, and that they understand the risks associated with this investment.

4. Risk Acknowledgment: The Subscriber acknowledges that this investment involves a high degree of risk, and that the Subscriber is able to bear the economic risk of this investment, including the possibility of total loss.

5. No Guarantee of Return: The Subscriber acknowledges that there is no guarantee of any return on this investment, and that the value of the shares may fluctuate.

6. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

This Agreement will be deemed executed by the Subscriber upon the completion of a blockchain transaction where the Subscriber's digital wallet signs a transaction indicating acceptance of these terms, upon payment.