EMAIL VERIFICATION TO ROBERT@SAPIENTFUNDINGCFS.COM

INTRODUCTION

Mis Subscription Booklet is provided as an Exhibit to the Amended and Restated Confidential Private Placement Memorandum (the “PPM”) of Sapient Ventures, LLC, a Texas series limited liability company (the “Company”). To subscribe for Class A Units in Series EcoShield I, a series of the Company (the “Series”), you need only submit this Subscription Booklet and the full amount you wish to invest as instructed below. In addition, you may be requested to provide a copy of a photo ID (or organizational documents if you are investing as an entity). You do not need to return a copy of the entire PPM or the Company Agreement or Series Designation. Please keep those documents for your records.

Subscription Booklets may be submitted via portal, or by mail or e-mail to the address indicated on the cover page.

  • Part 1 contains the Instructions to Prospective Purchasers. Please read this carefully. You are encouraged to have an attorney or other professional adviser review all Offering documents before making an investment decision.
  • Part 2 contains the Subscription Agreement. Please read this carefully and fill out and sign page The Subscription Amount is the amount of money you wish to invest in Class A Units. Prospective investors must deliver the Subscription Amount by cashier’s check or wire transfer before a subscription may be accepted by the Company.
  • Part 3 contains the Prospective Investor Questionnaire. Please read this carefully and fill it
    • Every investor must fill out Part 1: Investor Contact and General Information.
    • You must attest that you are an Accredited Investor in Part 2: Accredited Investor Representation by initialing each numbered statement that is true and signing where indicated.
    • Follow the instructions in Part 3: Accredited Investor Verification and enclose an executed form in compliance with those instructions, such as the sample Accredited Investor Verification Form provided.
  • Part 4 contains the Bank Deposit Authorization Form. Fill this out and include a voided check if you wish to authorize the Company to deliver distributions via direct deposit.
  • Part 5 contains IRS Form W-9. Form W-9 is promulgated by the IRS for providing taxpayer information to entities, such as the Company, from which the taxpayer receives payments. Prospective investors should deliver the form to the Company along with their Subscription

Part 2

SUBSCRIPTION AGREEMENT

Me undersigned hereby subscribes for the dollar amount (the “Subscription Amount”) of Class A units of series interest (“Class A Units”) in Series EcoShield I, (the “Series”), a series of Sapient Ventures, LLC, a Texas series limited liability company (the “Company”) as indicated on the signature page hereto. Me undersigned desires to be admitted as a member (“Member”) of the Series, or to increase the undersigned’s aggregate Subscription Amount.

1. To induce Sapient Property Group, LLC, a Texas limited liability company as the manager of the Company and the Series (the “Manager”), to accept this subscription, the undersigned hereby agrees that:

a. The undersigned has transferred, by wire or cashier’s check, funds equal to the Subscription Amount to the Manager or designated agent concurrently with submitting this Subscription Agreement.

b. Within five (5) days after receipt of a written request from the Manager, the undersigned shall provide such information and execute and deliver such documents as the Manager may reasonably request to comply with any and all laws and ordinances to which the Company and Series may be subject, including the securities laws of the United States or any other jurisdiction.

c. The Series has entered into, and from time to time may enter into, separate subscription agreements with other investors for the sale of membership units to such other investors. The sale of membership units to such other investors and this sale of Class A Units shall be separate sales, and this Subscription Agreement and the other subscription agreements shall be separate agreements.

2. The undersigned understands the meaning and legal consequences of, and the Series and the Manager intend to rely upon, the representations and warranties contained herein, and the undersigned hereby agrees to indemnify and hold harmless the Company, the Series, and the Manager and each other Member of the Series and any Manager’s member, officer, employee, agent, or affiliate thereof from and against any and all loss, damage, or liability due to or arising out of a breach of any representation or warranty of the undersigned, whether contained in the Company Agreement, dated October 8, 2024, as may be amended from time to time (the “Company Agreement”), the series designation of the Series, dated October 3, 2025 (the “Series Designation”), or this Subscription Agreement.

3. To induce the Manager to accept this subscription, the undersigned hereby represents, warrants, and agrees that:

a. The information submitted herein or otherwise furnished by the undersigned is true and correct in all respects as of the date hereof (or, if there have been any changes in such information since the date the subscription documents or such other information was furnished to the Manager, the undersigned has advised the Manager in writing of such changes).

b. The undersigned, if an individual, is over 21 years of age, and the address set forth below is the true residence and domicile of the undersigned, and the undersigned has no present intention of becoming a resident or domiciliary of any other state, country, or jurisdiction. If a corporation, trust, partnership, limited liability company, or other entity, the undersigned has its principal place of business at the address set forth below.

c. The undersigned has received and reviewed carefully the Company’s Amended and Restated Confidential Private Placement Memorandum dated October 3, 2025 (the “PPM”), the Company Agreement, and the Series designation, each as may be amended and supplemented from time to time, and agrees that by executing this Subscription Agreement, the undersigned’s execution of this Agreement will also serve as their execution and joinder of the Series’ Series Designation, effective upon acceptance of this subscription by the Manager. Any power of attorney of the undersigned granted in favor of the Manager contained in the Company Agreement has been executed by the undersigned in compliance with the laws of the state, province or jurisdiction in which such agreements were executed.

d. The undersigned understands that investment in Class A Units is an investment only in Series EcoShield and is for that series only and does not represent ownership in the Company or any other series of the Company. The undersigned further understands that the Company intends to raise additional capital under this series and subsequent series under Regulation D or other securities exemptions such as Regulation A, and the terms of such offerings may be more favorable than those offered herein.

e. The undersigned has not been furnished with a private placement memorandum by the Company but has had an opportunity to ask questions of and receive answers from the Manager, or a person or persons acting on its behalf, concerning the Company and the terms and conditions of this investment, and all such questions have been answered to the full satisfaction of the undersigned.

f. In entering into this transaction, the undersigned is not relying upon any information other than that contained in the PPM, exhibits to the PPM, the Company Agreement, the Series Designation, and the Representations and Warranties which have been made herein. The undersigned understands that the offering materials supersede any other facts or assumptions that may have been communicated, predicted, represented, guaranteed, or warranted to the undersigned by any person, expressly or by implication, in any way connected with or related to this offering.

g. The undersigned has access to adequate legal counsel, and to the extent desired has received advice from its own independent legal counsel and has relied exclusively thereon. The undersigned is not relying on legal counsel who prepared the PPM and any exhibits thereto and understands that such attorney(s) represent the Company and the Manager and have not agreed to represent any of the Company or Series Members.

h. The undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of an investment in the Series and making an informed investment decision with respect thereto. The undersigned has consulted his/her/its own advisers with respect to its proposed investment in the Series.

i. The undersigned has the financial ability to bear the economic risk of the undersigned’s investment, including a complete loss thereof, has adequate means for providing for his/her/its current needs and possible contingencies, and has no need for liquidity in its investment.

 

j. The undersigned acknowledges and understands that:

i. Class A Units are a speculative investment and involve a substantial degree of risk, including, but not limited to, those set forth in the section entitled “Risk Factors” in the offering materials;

ii. The Company and the Series do not have a significant financial or operating history, Class A Units have not been registered under the Securities Act in reliance on an exemption thereunder for transactions not involving any public offering, Class A Units have not been registered or qualified under any state blue sky or securities law, and this offering has not been approved or disapproved by the Securities and Exchange Commission or by any other federal or state agency, and no such agency has passed on the accuracy or adequacy of the PPM or the exhibits thereto;

iii. Class A Units constitute “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act;

iv. Any federal income tax treatment which may be currently available to the undersigned may be lost through adoption of new laws or regulations, amendments to existing laws or regulations, or changes in the interpretations of existing laws and regulations;

v. The value of a Member’s capital account and withdrawals therefrom under the Company Agreement and/or Series Designation, and the performance of the Company and/or Series Designation, may be based on unaudited, and in some cases estimated, valuations of the Series’ investments, and valuations provided in any Member’s account statement or periodic report may be unaudited, estimated values;

vi. The Manager’s fees and distributions and all other costs and expenses of the Company and Series and the undersigned’s investment in the Series may be paid directly from the Series’ funds;

vii. The Manager and its affiliates may provide investment services to, and may have investment responsibilities for, other individuals and entities, and the Manager may give advice or exercise investment responsibility and take other action with respect to accounts of such persons or entities which may differ from advice given or action taken for the Company and Series. The Manager shall have no obligation to acquire for the Company or Series, or to sell for the Company or Series, a position in any investment which any such account may acquire or sell; and

viii. The Company does not intend to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”) pursuant to an exemption from such registration requirements, and the Manager does not intend to register as an “investment adviser” under the Investment Advisers Act of 1940, as amended.

k. The Class A Units are being acquired for the undersigned’s own account, or the account of the entity it represents, solely for investment, and are not being purchased with a view to or for the resale, distribution, division, or fractionalization thereof. The undersigned will

not resell the Class A Units, or any interest therein, either to an assignee or to a transferee, unless the conditions set forth in the Company Agreement are met, which requires (among other conditions) that (i) an exemption from registration under the Securities Act of 1933 and appropriate state securities laws is available, (ii) similar warranties as are set forth in this Agreement are obtained from any such assignee or transferee and (iii) the written approval of the Company (which may be withheld and/or may require a satisfactory legal opinion regarding the availability of such exemption) for any Substitute Membership is previously obtained.

l. The undersigned is not making this subscription in any manner as a representative of a charitable remainder unitrust or a charitable remainder trust.
m. If the undersigned is an entity, the undersigned represents that:

i. All of undersigned’s outstanding securities (other than short-term paper) are beneficially owned by one natural person; or

ii. (1) it was not formed for the purpose of investing in the Company, (2) it is not investing more than 40% of its total assets in the Company; (3) each of the undersigned’s beneficial owners participates in investments made by the undersigned pro rata in accordance with its interest in the undersigned and, accordingly, the undersigned’s beneficial owners cannot opt-in or opt-out of investments made by the undersigned, (4) the undersigned is not an “investment company” under Section 3(a) of the 1940 Act, (5) the entity would not be an “investment company” but for the exception provided for in Section 3(c)(1) or Section 3(c)(7) of the 1940 Act., and (6) if a holder of an interest in such entity may decide whether or how much to invest by means of such entity in various investment vehicles including the Company, then the undersigned shall notify the Manager as to the number of holders of interests in the undersigned, the number of holders of interests in the undersigned that hold interests in the Company through the undersigned, and any changes to either such number; or

iii. The undersigned has disclosed to the Manager in writing that it does not meet the requirements of (i) or (ii) above, disclosed its ownership structure to the Manager, had each of its beneficial owners fill out and sign a separate copy of this subscription book on behalf of the Company, and understands that the Company may require answers to additional questions before accepting the entity as a member.
n. If the undersigned is an individual retirement account, qualified pension, profit sharing or other retirement plan, or governmental plan or unit (all such entities are herein referred to as a “Retirement Trust”), the undersigned represents that the investment in the Company by the Retirement Trust has been authorized by the appropriate person or persons, the Retirement Trust has consulted its counsel with respect to such investment, and the undersigned represents that it has not relied on any advice of the Manager or its affiliates in making its decision to invest in the Series.

4. It is understood that this subscription is not binding on the Company and Series until the Manager accepts it on behalf of the Series, which acceptance is at the sole discretion of the Manager, by executing this Subscription Agreement where indicated. The Manager may accept this subscription in whole or in part. If the Manager accepts this subscription only in part, the Manager shall cause

to be returned to the undersigned any cash or check tendered herewith by the undersigned to the Series, but not accepted on behalf of the Series, without interest. If such acceptance is not secured, the Manager shall cause to be returned to the undersigned any cash or check tendered herewith by the undersigned to the Series, and the Company and Series and the undersigned shall have no further obligation to each other hereunder.

5. The Manager and the Series reserve the right to request such information as is necessary to verify the identity of the undersigned. The undersigned shall promptly, on demand, provide such information and execute and deliver such documents as the Series or the Manager may request to verify the accuracy of the undersigned’s representations and warranties herein or to comply with the USA Patriot Act of 2001, as amended (the “Patriot Act”), and certain anti-money laundering laws or any other law or regulation to which the Company, Series, or the Manager may be subject. In addition, by executing this Subscription Agreement the undersigned authorizes the Manager to provide the Company’s legal counsel and any other appropriate third party with information regarding the undersigned’s account, until the authorization is revoked by the undersigned in writing to the Manager.

6. The undersigned represents that Class A Units are being purchased with funds that are from legitimate sources in connection with its regular business activities and which do not constitute the proceeds of criminal conduct. The undersigned hereby warrants that Class A Units are not being acquired, and will not be held, in violation of any applicable laws. The investor is not listed on the list of Specially Designated Nationals and Blocked Persons maintained by the United States Office of Foreign Assets Control. The undersigned represents and warrants that they are not a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.

7. The Company and Series represents and warrants to the undersigned that:

a. The Company is duly formed and validly existing in good standing as a series limited liability company under the laws of the State of Texas and the Series has been properly designated and they have all requisite power and authority to carry on its business as now conducted and as proposed to be conducted as described in the PPM. The Manager has all requisite power and authority to act as the Manager of the Company and the Series and to carry out the terms of this Subscription Agreement, and the Company Agreement and Series Designation applicable to it.

b. The execution, delivery, and performance by the Series of the Subscription Agreement have been authorized by all necessary action on behalf of the Series, and this Subscription Agreement is a legal, valid, and binding agreement of the Series, enforceable against the Series in accordance with its terms.

c. The execution and delivery of the Subscription Agreement by the Series, the performance by the Series of its obligations under the Subscription Agreement, and the consummation by the Series of the transactions contemplated herein will not conflict with or result in any violation of or default under any provision of the Company Agreement, the Series Designation, or, to the Manager’s knowledge, (i) any material agreement or other instrument to which the Series is a party or by which it or any of its properties are bound, or (ii) any material permit, franchise, judgment, decree, statute, order, rule, or regulation applicable to the Series, its business, or its assets.

8. This Subscription Agreement, the Company Agreement, and the Series Designation constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings of the parties in connection therewith. No covenant, representation or condition not expressed in this Subscription Agreement, the Company Agreement, or the Series Designation shall affect, or be effective to interpret, change, or restrict, the express provisions of this Subscription Agreement.

9. This subscription is not transferable or assignable by the undersigned. All notices or other communications to be given or made hereunder shall be in writing and shall be delivered personally, mailed (postage prepaid), or electronically delivered to the undersigned or to the Company, as the case may be, at their respective addresses as set forth on the signature page hereto with respect to the investor and on the initial page hereof with respect to the Company. Notices to the Company delivered by email shall only be effective if they state in the subject line, in all capital letters, “NOTICE UNDER SAPIENT VENTURES, LLC – SERIES I ECOSHIELD SUBSCRIPTION AGREEMENT.”

10. This Subscription Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas without regard to its principles of conflicts of laws. All nouns and pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neutral, singular, or plural as the identity of the person or persons may require. All capitalized terms used, but not defined, herein shall have the respective meanings given to such terms in the Company Agreement.

11. The Subscription Agreement and Series Designation may be executed in counterparts (each of which shall be deemed an original, but all of which shall constitute one and the same instrument) and by any combination of a physical copy of the document bearing the party’s original signature, a scanned or faxed copy of a party’s signature, or a party’s electronic signature. All parties agree that electronic signatures (along with submissions of scanned, faxed, or other copies of manual signatures) will be treated as the legal equivalent of manual signature on both this Subscription Agreement and the Series Designation, and that by submitting such a signature each party consents to be legally bound by terms and conditions of such Agreements. By typing in its name, with the underlying software recording its IP address, its browser identification, the timestamp, and a security hash within an SSL encrypted environment, each party submitting an electronic signature hereby consents and agrees that an electronic signature constitutes its signature as if each of the documents so signed were actually signed by that party in writing. All parties agree that no certification authority or other third-party verification is necessary to validate any electronic signature; and that the lack of such certification or third-party verification will not in any way affect the enforceability of your signature or resulting contract. All electronically signed or submitted Agreements will be stored by the Series in such a manner that the Series can access them at any time.

12. Consent to Receive Documents Electronically: The undersigned hereby agree that all current and future notices, confirmations and other communications regarding this Subscription Agreement, the Company Agreement, the Series Designation, the Company, the Series, and/or future communications in general between the parties, may be made by email, sent to the email address of record as set forth in the attached Questionnaire or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients’ spam filters by the recipients’ email service provider, or due to a recipients’ change of address, or

due to technology issues by the recipients’ service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. The Manager does not intend to send physical, paper documents, and the undersigned acknowledges that if it desires physical documents then it will be satisfied by directly and personally printing, at its own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that it desires.

13. Company Reliance on Questionnaire Responses: The undersigned understands that Class A Units have not been, and will not be, registered under the Securities Act and are being sold in reliance upon an exemption from such Act, and that such reliance is based in part on the information supplied in the enclosed questionnaires. The undersigned agrees to provide the Series with such other information as it may reasonably request. If the Investor has previously verified their status as an Accredited Investor, then Investor hereby represents that no material change has occurred modifying their classification as an Accredited Investor.

 

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date set forth below.

SUBSCRIBER