Investor Agreement

Overview

The RSAAID Holdings Corp. Investor Agreement (also known as a Subscription Agreement) is the legal contract between you as an investor and RSAAID Holdings Corp. This agreement governs your investment in our securities and establishes the terms and conditions of your participation in our offering.

What is a Subscription Agreement?

A subscription agreement is a formal document that:

• Confirms your commitment to invest a specific amount
• Verifies your accredited investor status
• Details the terms and conditions of the securities being purchased
• Contains representations and warranties from both parties
• Establishes investor rights and obligations
• Outlines risk factors and disclosures

Key Components

1. Investor Information

You will need to provide:

• Full legal name and contact information
• Social Security Number or Tax ID (for tax reporting)
• Accredited investor qualification basis
• Investment entity details (if investing through an entity)
• Beneficial ownership information

2. Investment Details

The agreement specifies:

• Amount of your investment
• Number and type of securities being purchased
• Purchase price per security
• Vertical allocation (RSAAIDrive, NurseFlows AI, Dreamyne AI, or Full Portfolio)
• Payment method and schedule

3. Representations and Warranties

As an investor, you will represent that:

• You are an accredited investor as defined by SEC regulations
• You have the financial capability to bear the risk of loss
• You are acquiring securities for investment purposes, not for resale
• You have received and reviewed all offering materials
• You understand the illiquid nature of the investment
• You have consulted with appropriate advisors (legal, tax, financial)
• You are not relying on any representations other than those in the offering documents

4. Risk Acknowledgments

You will acknowledge understanding of:

• The speculative nature of the investment
• The risk of complete loss of investment
• The lack of liquidity and restrictions on transfer
• The absence of guaranteed returns
• The early-stage nature of the company

5. Transfer Restrictions

Securities purchased are subject to restrictions including:

• Compliance with federal and state securities laws
• Restrictions under Rule 144 (if applicable)
• Legend restrictions on certificates
• Company right of first refusal on transfers
• Board approval requirements for certain transfers

Investment Process

Step 1: Accredited Investor Verification

Before accessing the subscription agreement, you must complete the accredited investor verification process.

Step 2: Review Offering Materials

Once verified, you will receive access to:

• Private Placement Memorandum (PPM)
• Financial statements and projections
• Operating agreements
• Risk factors disclosure
• Business plans for each vertical

Step 3: Complete Subscription Agreement

You will complete and execute the subscription agreement, which includes:

• Investment amount and allocation
• Investor questionnaire
• Accredited investor certification
• Representations and warranties
• Signature and date

Step 4: Submit Payment

Investment funds are submitted via:

• Wire transfer (preferred method)
• ACH transfer (for amounts under $100,000)
• Check (requires additional processing time)

Step 5: Confirmation and Documentation

Upon acceptance of your subscription:

• You will receive written confirmation
• Securities certificates or documentation will be issued
• You will be added to our investor communications list
• Tax documentation (K-1 or other forms) will be provided as applicable

Investment Minimums

Minimum investment amounts for this offering:

• NurseFlows AI: $25,000 minimum
• RSAAIDrive: $25,000 minimum
• Dreamyne AI: $25,000 minimum
• Full Portfolio: $50,000 minimum

Closing Process

RSAAID Holdings Corp. reserves the right to:

• Accept or reject any subscription in whole or in part
• Conduct additional due diligence on investors
• Request additional documentation or information
• Close the offering at any time
• Extend the offering period

Accepted subscriptions will close on a rolling basis or as otherwise determined by management.

Post-Investment

Investor Rights

As an investor, you will receive:

• Quarterly financial updates
• Annual audited financial statements (once available)
• Material event notifications
• Access to annual investor meetings
• Voting rights (as specified in operating agreements)

Investor Obligations

You will be required to:

• Maintain current contact information
• Respond to company requests for updated accreditation verification
• Comply with transfer restrictions
• Report tax information accurately

Legal Considerations

Governing Law

The Subscription Agreement is governed by the laws of the State of Delaware.

Dispute Resolution

The agreement includes provisions for:

• Arbitration of disputes
• Venue and jurisdiction
• Attorney's fees in case of breach

Confidentiality

Investors agree to maintain the confidentiality of proprietary information received in connection with the investment.

Tax Implications

Investments in RSAAID Holdings Corp. may have significant tax implications. You should consult with a qualified tax advisor regarding:

• Income tax consequences of the investment
• Potential passive activity loss limitations
• State and local tax considerations
• Alternative Minimum Tax (AMT) implications
• Estate planning considerations

Questions About the Investor Agreement?

For questions about the subscription process or investor agreement:

Email: [email protected]
Subject Line: "Subscription Agreement Inquiry"