CONFIDENTIAL


 





 


CARDINAL
ENERGY GROUP, INC.


 


SUBSCRIPTION
AGREEMENT


 


Each
Unit consists of:


$50,000
par value


12%
Senior Secured Callable Convertible Promissory Notes Maturing July 31, 2015


&


Warrants
expiring December 31, 2019 to Purchase 20,000 Common Shares


 


THE
SECURITIES OFFERED PURSUANT TO THE CONFIDENTIAL PRIVATE OFFERING MEMORANDUM DELIVERED HEREWITH (THE “MEMORANDUM”)
ARE BEING OFFERED ONLY TO “ACCREDITED INVESTORS,” AS SUCH TERM IS DEFINED IN RULE 501 UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”). SEE “PLAN OF DISTRIBUTION - INVESTOR SUITABILITY REQUIREMENTS”
IN THE MEMORANDUM.


 


THE
SECURITIES OFFERED HEREBY ARE SPECULATIVE, INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD
THE LOSS OF THEIR ENTIRE INVESTMENT. SEE”RISK FACTORS” IN THE MEMORANDUM.


 


If
you would like to subscribe to Units of CARDINAL ENERGY GROUP, INC. please complete and return the attached documents to your
broker-dealer representative or by fax, mail or e-mail to the following:


 


Syndicated
Capital, Inc.


Attn:
Faith Lee


1299
Ocean Avenue, Second Floor


Santa
Monica, CA 90401


 


Email:
flee@syndicatedcapital.com


 


Telephone:
(310) 255-4482


Facsimile:
(310) 255-4582


 


Before
you invest, please consult with your broker, investment adviser, attorney, accountant or other advisers regarding an investment
in the Company and its suitability for you. Your purchase of the Unit does not pay for or reimburse you for the fees and/or expenses
you incur for these professional services.


 


Remember
to complete all applicable sections of the subscription agreement along with a copy of your valid passport or government issued
ID as requested.


 


If
not completed in full, the subscription agreement may be returned and rejected.


 




    	1



    	 



    


 


FUNDS
REMITTANCE INSTRUCTIONS


 


In
order to subscribe for the Securities, on or before the Termination Date of this Offering, each prospective investor will prior
to the closing be required to deliver a check payable to, or a wire transfer in favor of, the Company’ escrow agent City
National Bank in Los Angeles, CA for the full amount of the subscription. In addition, the prospective investor must complete,
execute and deliver, by such date, the Subscription Agreement attached hereto as Exhibit C. The subscription documentation includes:
(i) a Subscription Agreement containing certain representations by such investor relating to such investor’s subscription;
(ii) a completed Questionnaire regarding FINRA Affiliations; and (iii) for United States citizens or residents of the United
States, Internal Revenue Service Form W-9, which is attached hereto as Exhibit D.


 


The
minimum investment that can be made by any subscriber is $50,000 per Interest. All funds should be mailed or wired to the following:


 


City
National Bank


555
S. Flower Street


12th
Floor


Los
Angeles, CA 90071


Attn:
Sue Behning


ABA
122016066


A/C ESC
– TBA


Cardinal
Energy Group, Inc.


 


If
wires are sent from outside the US, the SWIFT CODE is CINAUS6L. Only USD will be accepted.


 


An
investor or such investor’s representative should contact Syndicated Capital, as Placement Agent, at (310) 255-4482 to receive
more information relative to wire instructions or to make other necessary arrangements to pay for the subscription.


 


All
subscription proceeds will be deposited and held by the Company for the benefit of subscribers pending the receipt and acceptance
of subscriptions for the Minimum Offering. Subscription Agreements are not binding on the Company until accepted by the Company,
which reserves the right to reject any subscription, in whole or in part, in its sole and absolute discretion. If the Company
rejects all or a portion of any subscription, the Company will promptly mail to the subscriber a check for the amount submitted
with such subscriber’s subscription, without interest.


 


Investors
who are not United States citizens or resident aliens may be required to execute additional and/or different subscription documentation.


 


The
Securities Purchase Agreement will be irrevocable by the prospective investor, unless the subscription is rejected or this
Offering is withdrawn, the subscriber will become an investor in this Offering. We or the Placement Agent may reject
subscriptions for failure to conform to the requirements of this Offering, incomplete or illegible documentation, over
subscription of this Offering or any such other reason, whatsoever, as we and the Placement Agents, in their sole discretion,
may determine.


 




    	2



    	 



    


 


CERTIFICATION
INSTRUCTIONS


 


Identify
and check your correct Investor category and provide the information requested below for that category:


 


	[  ]	 	Individual
    Account (Domestic)
	 	 	 	Certification
    of Accredited Investor Form
	 	 	 	Investor Information
    Form
	 	 	 	Valid government
    issued photo ID with signature
	 	 	 	W9
	 	 	 	 
	[  ]	 	Joint
    Account (2 or more investors)
	 	 	 	Certification
    of Accredited Investor Form
	 	 	 	Investor Information
    Form
	 	 	 	Valid government
    issued photo ID with signature
	 	 	 	W9 for each investor
	 	 	 	 
	[  ]	 	Trust
    Account
	 	 	 	Certification
    of Accredited Investor Form
	 	 	 	Investor Information
    Form
	 	 	 	Trust Agreement,
    including names of trustees and signature pages
	 	 	 	Valid government
    issued photo ID with signature
	 	 	 	W9
	 	 	 	 
	[  ]	 	Corporate
    Account (Domestic)
	 	 	 	Certification
    of Accredited Investor Form
	 	 	 	Investor Information
    Form
	 	 	 	Corporate Resolution
	 	 	 	Valid government
    issued photo ID with signature
	 	 	 	W9 
	 	 	 	 
	[  ]	 	Corporate
    Account (International)
	 	 	 	Certification
    of Accredited Investor Form
	 	 	 	Certification
    for Non US Person Representations
	 	 	 	Corporate Minutes
    in English
	 	 	 	Corporate Resolution
	 	 	 	Investor
    Information Form
	 	 	 	Valid passport,
    including photo and signature
	 	 	 	W8-BEN
	 	 	 	 
	[  ]	 	Individual
    Account (International)
	 	 	 	Certification
    of Accredited Investor Form
	 	 	 	Certification
    for Non US Person Representations
	 	 	 	Investor Information
    Form
	 	 	 	Valid passport
    with photo and signature
	 	 	 	W8-BEN
	 	 	 	 
	[  ]	 	Individual
    Retirement Account (IRA)
	 	 	 	Certification
    of Accredited Investor Form
	 	 	 	Investor Information
    Form
	 	 	 	Valid government
    issued photo ID with signature
	 	 	 	W9



 



    	3



    	 



    


 


CERTIFICATION
OF ACCREDITED INVESTOR FORM


 


DEFINITION
OF “ACCREDITED INVESTOR”


 


The
term “accredited investor” means one of the following:


 


	 	●	 	A
    natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his or her purchase
    exceeds US $1,000,000 excluding their primary residence.
	 	 	 	 
	 	●	 	A
    natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income
    with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching
    the same income level in the current year.
	 	 	 	 
	 	●	 	A
    bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined
    in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered
    pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities
    Act; an investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”)
    or a business development company as defined in Section 2(a)(48) of the Investment Company Act; a Small Business Investment
    Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act
    of 1958; a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state
    or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of US $5,000,000;
    an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”),
    if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings
    and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets
    in excess of US $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited
    investors.
	 	 	 	 
	 	●	 	A
    private business development company as defined in Section 202(a) (22) of the Investment Advisers Act of 1940.
	 	 	 	 
	 	●	 	An
    organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust,
    or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US
    $5,000,000.
	 	 	 	 
	 	●	 	A
    director or executive officer of the Company.
	 	 	 	 
	 	●	 	A
    trust, with total assets in excess of US $5,000,000, not formed for the specific purpose of acquiring the securities offered,
    whose purchase is directed by a sophisticated person as described in Rule 506(b) (2) (ii) (i.e., a person who has such knowledge
    and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective
    investment).
	 	 	 	 
	 	●	 	An
    entity in which all of the equity owners are accredited investors (the Shareholder must qualify as an accredited investor).


 




    	4



    	 



    


 


CERTIFICATION
OF ACCREDITED INVESTOR FORM


 


I
understand that investment in the Units is an illiquid investment. In particular, I recognize that:


 


(i)
I must bear the economic risk of investment in the Units for an indefinite period of time, since the Units have not been registered
under the Securities Act of 1933 (the “Securities Act”) and therefore cannot be sold unless either they are subsequently
registered under the Securities Act or an exemption from such registration is available and a favorable opinion of counsel for
the Company to that effect is obtained (if requested by the Company); and


 


(ii)
no established market will exist and it is possible that no public market for the Units, or any part thereof or any security underlying
any part thereof, will develop. I consent to the affixing by the Company of such legends on certificates representing the Units
(or any part thereof) as any applicable federal or state securities law or any securities law of any other applicable jurisdiction
may require from time to time. 


 


I
represent and warrant to the Company that:


 


	 	(i)	 	The
    financial information provided in this Subscription Agreement is complete, true and correct; 
	 	 	 	 
	 	(ii)	 	I
    and my Investment Managers, if any, have carefully reviewed and understand the risks of, and other considerations relating
    to, a purchase of Units, including, but not limited to, the risks set forth under “Risk Factors ” in the
    Company’s Confidential Private Offering Memorandum relating to this Offering (the “Memorandum”); 
	 	 	 	 
	 	(iii)	 	I
    and my Investment Managers, if any, have been afforded the opportunity to obtain any information necessary to verify the accuracy
    of any representations or information set forth in the Memorandum and have had all inquiries to the Company answered, and
    have been furnished all requested materials, relating to the Company and this offering and sale of the Units and anything
    set forth in the Memorandum; 
	 	 	 	 
	 	(iv)	 	Neither
    I nor my Investment Managers, if any, have been furnished any offering literature by the Company or any of its affiliates,
    associates or agents other than the Memorandum, and the Agreements referenced therein; and
	 	 	 	 
	 	(v)	 	I
    am acquiring the Units for which I am subscribing for my own account, as principal, for investment and not with a view to
    the resale or distribution of all or any part of the Units. 


 


I
understand that the purchase price per Unit does not reimburse for any costs incurred by me for legal, tax, accounting or financial
advice, including fees paid to my purchaser representative, if any.


 


The
undersigned, if a corporation, partnership, trust or other form of business entity,


 


	 	(i)	 	is
    authorized and otherwise duly qualified to purchase and hold the Units, 
	 	 	 	 
	 	(ii)	 	has
    obtained such additional tax and other advice that it has deemed necessary, 
	 	 	 	 
	 	(iii)	 	has
    its principal place of business at its residence address set forth in this Subscription Agreement, and 
	 	 	 	 
	 	(iv)	 	has
    not been formed for the specific purpose of acquiring the Units (although this may not necessarily disqualify the subscriber
    as a purchaser). 


 


The
persons executing the Subscription Agreement, as well as all other Agreements related to this Offering, represent that they are
duly authorized to execute all such Agreements on behalf of the entity. (If the undersigned is one of the aforementioned entities,
it agrees to supply any additional written information that may be required.)


 


I
have carefully considered and have discussed (or accepts the responsibility to discuss) with my own legal, tax, accounting and
financial advisors, to the extent that I have deemed necessary, the suitability of this investment and the transactions contemplated
by this Agreement for my particular federal, state, provincial, local and foreign tax and financial situation and have independently
determined that this investment and the transactions contemplated by this Agreement are a suitable investment for me. I understand
that I (and not the Company) shall be responsible my own tax liability that may arise as a result of the investment in the transactions
contemplated by this Agreement.


 






    	5



    	 



    




 


I
confirm that I have had the opportunity to ask questions of, and receive answers from, the Company or any authorized Person acting
on its behalf concerning the Company and its business, and to obtain any additional information, to the extent possessed by the
Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify
the accuracy of the information received by Investor. In connection therewith, Investor acknowledges that I have had the opportunity
to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized
Person acting on its behalf. I have received and reviewed all the information concerning the Company and the Shares, both written
and oral, that Investor desires. In determining whether to make this investment, Investor has relied solely on Investor’s
own knowledge and understanding of the Company and its business based upon my own due diligence investigations. I further confirm
that the most recent annual report on Form 10-K, any subsequent quarterly reports on Form 10-Q and Current Reports on Form 8-K
have been made available to me for my review.


 


All
of the information which I have furnished to the Company and which is set forth in the Subscription Agreement is correct and complete
as of the date of the Subscription Agreement. If any material change in this information should occur prior to my subscription
being accepted, I will immediately furnish the revised or corrected information.


 


I
further agree to be bound by all of the terms and conditions of this Offering described in the Memorandum, the Securities Purchase
Agreement and the other documents and agreements related thereto.


 


I
am the only person with a direct or indirect interest in the Units subscribed for by this Subscription Agreement.


 


I
agree to indemnify and hold harmless the Company and its officers, directors and affiliates from and against all damages, losses,
costs and expenses (including reasonable attorneys’ fees) that they may incur by reason of the failure of the undersigned
to fulfill any of the terms or conditions of this Subscription Agreement or by reason of any breach of the representations and
warranties made by the undersigned herein or in any Agreement provided by the undersigned to the Company.


 


This
subscription is not transferable or assignable by me without the written consent of the Company.


 


I
acknowledge that I have such knowledge and experience in financial and business matters that Investor is capable of evaluating
the merits and risks of an investment in the Shares and of making an informed investment decision with respect thereto. Investor
acknowledges that an investment in the Shares is speculative and involves a high degree of risk and that I can bear the economic
risk of the acceptance of the Shares, including a total loss of its investment. I am experienced in evaluating and investing in
early stage or start-up or reorganizing companies such as the Company.


 


If
more than one person is executing this Agreement, the obligations of each shall be joint and several and the representations and
warranties contained in this Subscription Agreement shall be deemed to be made by, and be binding upon, each of these persons
and his or her heirs, executors, administrators, successors and assigns.


 


This
subscription, upon acceptance by the Company, shall be binding upon my heirs, executors, administrators, successors and assigns.
This Subscription Agreement shall be construed in accordance with and governed in all respects by the laws of the State of California.








 






    	6



    	 



    

 


CERTIFICATION
OF ACCREDITED INVESTOR FORM


 


INDIVIDUAL
and JOINT ACCOUNTS


 


I/We
certify that I am/we are an accredited investor(s) by initialing in the applicable box:


 


__________
     __________   I had an individual income of more than $200,000 in the two most recent calendar years. I expect to have an individual
income in excess of $200,000 in the current calendar year; or my spouse and I had joint income in excess of $300,000 in the two
most recent calendar years, and we expect to have a joint income in excess of $300,000 in the current year.


 


My/our
income(s) in 2010 was/were $ ________________USD and in 2011 was/were $____________USD.


 


__________     __________   I/We
have a total net worth in excess of $1,000,000, excluding my primary residence.


 


DEFINITION
OF INCOME


 


For
purposes of this Subscription Agreement, “individual income” means “adjusted gross income” as reported
for Federal income tax purposes, exclusive of any income attributable to a spouse or to property owned by a spouse:


 


(1)
the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended,
(the Code)


 


(2)
the amount of the losses claimed as a limited partner in a limited partnership (as reported on Schedule E of IRS Form 1040)


 


(3)
any deduction claimed for depletion under Section 611, et seq. of the Code and


 


(4)
any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the
provisions of Sections 1202 of the Internal Revenue Code as it was in effect prior to enactment of the Tax Reform Act of 1986.


 


For
purposes of this Subscription Agreement, “joint income” means “adjusted gross income” as reported for
Federal income tax purposes, including any income attributable to a spouse or to property owned by a spouse, and increased by
the following amounts:


 


(1)
the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended
(the “Code”)


 


(2)
the amount the losses claimed as a limited partner in a limited partnership (as reported on Schedule E of IRS Form 1040)


 


(3)
any deduction claimed for depletion under Section 611 et. seq. of the Code and


 


(4)
any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the
provisions of Section 1202 of the Internal Revenue code as it was in effect prior to enactment of the Tax Reform Act of 1986.


 




    	7



    	 



    


 


CERTIFICATION
OF ACCREDITED INVESTOR FORM


 


CORPORATE
ACCOUNT 


 


Please
certify that the corporate account is an accredited investor by initialing where applicable:


 






	 	 	 	 	An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or 
	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or
	 	 	 	 








 


	 	 	 	 	Each of its shareholders, partners, or beneficiaries meets at least one of the following conditions described above under Section IV, A, Individual Accounts. Please also CHECK the appropriate space in that section; or
	 	 	 	 
	 	 	 



 


	 	 	 	 	The plan is a self-directed employee benefit plan and the investment decision is made solely by a person that meets at least one of the conditions described above under Section IV, A, Individual Accounts. Please also CHECK the appropriate space in that section; or
	 	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	A corporation, a partnership or a Massachusetts or similar business trust with total assets  in excess of $5,000,000.
	 	 	 	 






















 




    	8



    	 



    


 


CERTIFICATION
OF ACCREDITED INVESTOR FORM


 


TRUST
ACCOUNT 


 


Please
certify that the trust account is an accredited investor by initialing where applicable:


 





	 	 	 	 	The trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person;” 
	 	 	 



 


	 	 	 	 	The trustee making the investment decision on its behalf is a bank (as defined in  Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in  Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	The grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s). 
	 	 	 
	 	 	 




 






    	9



    	 



    

 


CERTIFICATION
FOR NON-US PERSON REPRESENTATIONS


(Page
1 of 2)


 


At
the time of (a) the offer by the Company and (b) the acceptance of the offer by such person or entity, of the Units, such person
or entity was outside the United States. The term “Units”, for the purposes of the Subscription Agreement, is deemed
to include any security forming a part of the Units, or any security underlying the Units.


 


Such
person or entity is acquiring the Units for its own account, for investment and not for distribution or resale to others and is
not purchasing the Units for the account or benefit of any U.S. person, or with a view towards distribution to any U.S. person,
in violation of the registration requirements of the Securities Act.


 


Such
person or entity will make all subsequent offers and sales of the Units either (1) outside of the United States in compliance
with Regulation S; (2) pursuant to a registration under the Securities Act; or (3) pursuant to an available exemption from registration
under the Securities Act. Specifically, such person or entity will not resell the Units to any U.S. person or within the United
States prior to the expiration of a period commencing on the closing date of this Offering and ending on the date that is one
year thereafter (the “Distribution Compliance Period”), except pursuant to registration under the Securities Act or
an exemption from registration under the Securities Act.


 


Such
person or entity has no present plan or intention to sell the Units in the United States or to a U.S. person at any predetermined
time, has made no predetermined arrangements to sell the Units and is not acting as a Distributor of such securities (as Distributor
is defined under the Securities Act).


 


Neither
such person or entity, its affiliates nor any person or entity acting on behalf of such person or entity, has entered into, has
the intention of entering into, or will enter into any put option, short position or other similar instrument or position in the
U.S. with respect to the Units at any time after the closing date of this Offering through the Distribution Compliance Period
except in compliance with the Securities Act.


 


Such
person or entity consents to the placement of a legend on any certificate or other document evidencing the Units substantially
in the form set forth in the Memorandum.


 


Such
person or entity is not acquiring the Units in a transaction (or an element of a series of transactions) that is part of any plan
or scheme to evade the registration provisions of the Securities Act.


 


Such
person or entity has sufficient knowledge and experience in finance, securities, investments and other business matters to be
able to protect such person’s or entity’s interests in connection with the transactions contemplated by the Subscription
Agreement and the Memorandum relating to this Offering.


 


Such
person or entity has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors
concerning its investment in the Units.


 


Such
person or entity understands the various risks of an investment in the Units and can afford to bear such risks for an indefinite
period of time, including, without limitation, the risk of losing its entire investment in the Units.


 


Such
person or entity has had access to the Company’s publicly filed reports with the Securities and Exchange Commission and
has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding
the Company that such person or entity has requested and all such public information is sufficient for such person or entity to
evaluate the risks of investing in the Units.


 


Such
person or entity has been afforded the opportunity to ask questions of and receive answers concerning the Company and the terms
and conditions of the issuance of the Units.


 


Such
person or entity is not relying on any representations and warranties concerning the Company made by the Company or any officer,
employee or agent of the Company, other than those contained in this Agreement.


 




    	10



    	 



    


 


CERTIFICATION
FOR NON-US PERSON REPRESENTATIONS


(Page
2 of 2)


 


Such
person or entity will not sell or otherwise transfer the Units unless either (A) the transfer of such securities is registered
under the Securities Act or (B) an exemption from registration of such securities is available.


 


Such
person or entity represents that the address furnished in this Subscription Agreement is the principal residence if he or she
is an individual or its principal business address if it is a corporation or other entity.


 


Such
person or entity understands and acknowledges that the Units have not been recommended by any federal or state securities commission
or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information
concerning the Company that has been supplied to such person or entity and that any representation to the contrary is a criminal
offense.


 





	Investor	 
	 	 	 	 	 	 	 	 
	Signature	 	 	/	 	/201	 	 
	 	 	 	 	 	 	 	 
	Investor	 
	 	 	 	 	 	 	 	 
	Signature	 	 	/	 	/201	 	 







 




    	11



    	 



    


 





INVESTOR
INFORMATION FORM


 





	[  ] Individual     [  ] Joint     [  ]     Corporate [  ]     Trust [  ]     Other	 






 


	Subscriber Name/Title	



  





	Social Security No.		 or Tax







 





	ID	 	 







 


	Date
    of Birth 	__________/__________/19______________	Country
    of Citizenship_____________________________


 


	Home
    Address	


 


	Phone
Number (         ) _________________________________	Mobil Number	(         )          	___________________
	 	 
	Email
    Address ______________ @ ______________________	Marital
    Status [  ] S   [  ] M   [  ] D   [  ] DP   [  ] W


 


	Plan
    to Cash Out In	[  ] <
    2 years	[  ] 2
    – 5 years	[  ] 5
    – 7 years	[  ] >
    7 years	[  ] Other
    


 


	Investment
    & Product Experience	 	 Current
    Portfolio





	Alternative Investments	[  ] None	[  ] < 2 years	[  ] 2 – 5 years	[  ] > 5 years	$_____________
	Annuities 	[  ] None	[  ] < 2 years	[  ] 2 – 5 years	[  ] > 5 years	$_____________
	Bank CDs	[  ] None	[  ] < 2 years	[  ] 2 – 5 years	[  ] > 5 years	$_____________
	Bonds	[  ] None	[  ] < 2 years	[  ] 2 – 5 years	[  ] > 5 years	$_____________
	Hedge Funds	[  ] None	[  ] < 2 years	[  ] 2 – 5 years	[  ] > 5 years	$_____________
	Margin	[  ] None	[  ] < 2 years	[  ] 2 – 5 years	[  ] > 5 years	$_____________
	Mutual Funds/ETFs 	[  ] None	[  ] < 2 years	[  ] 2 – 5 years	[  ] > 5 years 	$_____________
	Options	[  ] None	[  ] < 2 years	[  ] 2 – 5 years	[  ] > 5 years	$_____________
	Private Placements	[  ] None	[  ] < 2 years	[  ] 2 – 5 years	[  ] > 5 years 	$_____________
	Stocks	[  ] None	[  ] < 2 years	[  ] 2 – 5 years	[  ] > 5 years	$_____________


 


Investable
Asset


	[  ] < $50,000	[  ] $50,001 - $100,000	[  ] $100,001 - $250,000	[  ] $250,001 - $500,000
	[  ] $500,001 - $750,000	[  ] $750,001 - $1,000,000	[  ] $1,000,001 - $2,500,000	[  ] $2,500,001 - $5,000,000
	[  ] $5,000,001 - $7,500,000	[  ] >$7,500,001	 	 


  


Liquid Net
Worth (excluding primary residence)


	[  ] < $50,000	[  ] $50,001 - $100,000	[  ] $100,001 - $250,000	[  ] $250,001 - $500,000
	[  ] $500,001 - $750,000	[  ] $750,001 - $1,000,000	[  ] $1,000,001 - $2,500,000	[  ] $2,500,001 - $5,000,000
	[  ] $5,000,001 - $7,500,000	[  ] >$7,500,001	 	 


  


Total Net
Worth


	[  ] < $50,000	[  ] $50,001 - $100,000	[  ] $100,001 - $250,000	[  ] $250,001 - $500,000
	[  ] $500,001 - $750,000	[  ] $750,001 - $1,000,000	[  ] $1,000,001 - $2,500,000	[  ] $2,500,001 - $5,000,000
	[  ] $5,000,001 - $7,500,000	[  ] >$7,500,001	 	 


 


Annual Expenses
(recurring)


	[  ] $50,000 and
    under	[  ] $50,001-100,000	[  ] $100,001-250,000
    	[  ] $250,001-500,000
    	[  ] > $500,000
    


 


Special
Expenses (future, non-recurring)


	[  ] None	[  ] $50,000 and
    under 	[  ] $50,001-100,000
    	[  ] $100,001-250,000
    	[  ] > $250,000


 


Timeframe
for Special Expenses


	[  ] Within 1 year	[  ] 2 – 3
    years	[  ] 3 – 5
    years	[  ] 6 – 8
    years	[  ] > 8 years
    	[  ] None


  




    	12



    	 



    


 


USA PATRIOT
ACT INFORMATION


 


	Source of funds for this account	[  ] Annuity (ies)	[  ] Gift	[  ] Income from earnings
	 	[  ] Inheritance	[  ] Insurance Proceeds 	[  ] Investment Proceeds 
	 	[  ] Legal Settlement 	[  ] Lottery/Gaming	[  ] Pension/IRA/Retirement 
	 	[  ] Sale of business	[  ] Spouse/Parent	[  ] Other ______________


 


	Is this account a private banking account defined
    under the USA Patriot Act?	[  ] Yes	[  ] No
	Is this an account for a foreign bank as defined under the USA
    Patriot Act?	[  ] Yes	[  ] No


 


Are you
or anyone with an interest in this account either: (1) a senior military, governmental, or political official in a non-US country,
or (2) closely associated with an immediate family member of such an official?


[  ] Yes [  ] No If yes, identify the name of the official, office held, and country _______________________________________________


 


BROKER
DEALER AFFILIATIONS


 


	Are you an employee of Syndicated Capital, Inc.?
    	[  ] Yes	[  ] No
	Are your related to an employee of Syndicated Capital, Inc. ?	[  ] Yes	[  ] No If yes, specify relationship to the employee 
	 	 	 
	Are you an employee of another broker dealer?	[  ] Yes	[  ] No If yes, name of the broker dealer 
	 	 	 
	Are you related to an employee of another broker dealer?	[  ] Yes	[  ] No If yes, specify relationship to the employee
	 	 	 
	Are you maintaining other brokerage accounts?	[  ] Yes	[  ] No If yes, specify financial institution
	 	 	 


 


Are you
or any member of your immediate family affiliated with or employed by a member a stock exchange or the FINRA?


[  ] Yes [  ] No If yes, employer authorization is required.


Are you
a senior officer, director, or 10% or more shareholder of a public company? [  ] Yes [  ] No If yes, specify company


_____________________________________________


 


I/we acknowledge
that purchasing an investment product that has certain fees and risks as well as features and benefits associated with it. My
registered investment professional has reviewed and explained, where applicable.


 


I/we are
subscribing to the following:


 


	 	 	 	 
	 CARDINAL ENERGY GROUP:	$_________________________________	=
    	__________
    Units
	 	 	 	 


 


CLIENT INITIALS


 


	 	 	 	 	I/We have received and read the prospectus or
    offering memorandum.
	 	 	 	 	 
	 	 	 	 	I/We have reviewed and understand the risk sections of this Offering
    documents.
	 	 	 	 	 
	 	 	 	 	I/We understand that the investment is NOT GUARANTEED, MAY LOSE
    PRINCIPAL. 
	 	 	 	 	 
	 	 	 	 	I/We understand that the investment is not liquid.



 





	 	 	 	 	I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of this Offering.
	 	 	 













 


	 	 	 	 	I/We understand that this Offering is HIGH RISK. The inherit risks include lack of liquidity, leverage, lack of diversification and tax complexity. Success or failure of the investment is dependent on the investment sponsor and outside the control of the investors. While potential loss is limited to the amount investment, such loss is possible. 
	 	 	 
	 	 	 
	 	 	 




 


	 	 	 	 	I/We currently [ ] own [ ] do not own private placements in my/our portfolio. 

They are worth approximately $_____________________. 
	 	 	 




 








	 	 	 	 	I/We understand that it is not advisable to invest more than 10% of my/our liquid net worth in private placements, I/we are willing to accept the added exposure and risk.
	 	 	 	 







  






    	13



    	 



    

 


ARBITRATION
DISCLOSURES 


 


THIS
AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION AGREEMENT THE PARTIES AGREE AS FOLLOWS:


 


●
ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT
AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED.


 


● ARBITRATION
AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS
VERY LIMITED.


 


●
THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS, AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN
ARBITRATION THAN IN COURT PROCEDDINGS.


 


● THE
ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD.


 


●
THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.


 


●
THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS
INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT.


 


● THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT.


 


ARBITRATION
AGREEMENT


 


ANY
CONTROVERSY BETWEEN YOU AND US SHALL BE SUBMITTED TO ARBITRATION BEFORE THE NEW YORK STOCK EXCHANGE, INC., ANY OTHER NATIONAL
SECURITIES EXCHANGE ON WHICH A TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND ONLY BEFORE SUCH EXCHANGE), OR THE FINANCIAL
INDUSTRY REGULATORY AUTHORITY. NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTIONS TO ARBITRATION, NOR SEEK TO ENFORCE
ANY PREDISPUTE ARBITRATION AGREEMENT AGAINST ANY PERON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A MEMBER
OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL;
(I) THE CLASS CERTIFICATION IS DENIED; (II) THE CLASS IS DECERTIFIED; OR (III) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE
COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT
EXCEPT TO THE EXTENT STATED HEREIN.


 


I
(WE) ACKNOWLEDGE THAT THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE ABOVE.


  


SUBSCRIPTION
AGREEMENT SIGNATURE PAGE FOLLOWS:


 




    	14



    	 



    


 





IN WITNESS WHEREOF, each of the undersigned has duly executed
this CERTIFICATION OF ACCREDITED INVESTOR as of this date ____________________________.


 


INVESTOR


 


	Individuals:	 	Entities:
	(Includes joint tenants, tenants in common and individual IRA beneficiaries)	 	(Includes corporations, limited liability companies, partnerships, cooperatives, trusts and IRA custodians) 
	 	 	 
	 	 	 
	Name of Subscriber (as it is to appear on certificate(s))	 	Name of Entity Subscriber (as it is to appear on certificate(s))
	 	 	 
	 	 	 
	Signature	 	Authorized Signature
	 	 	 
	 	 	 
	Name of Joint Subscriber, if any (as it is to appear on certificate(s))	 	Print Name
	 	 	 
	 	 	 
	Signature of Joint Subscriber	 	Title


 


	 	Accepted by:
	 	THE COMPANY
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Subscription accepted by the Company as to Investment
Amount: $ ___________


 


[Signature page to Subscription Agreement]


 


BROKER INFORMATION AND APPROVAL


 


Broker Dealer______________________________________________________________________________


Address_____________________________________________________________________________________


 


Rep Name ___________________________________________________


 


BD Approval_____________________________________________________
_________/_________/201__


 


Phone ( )________________________________________________________________


Email Address______________________________@__________________________


 



    	15