rpac racing, llc subscription agreement for preferred units of rpac racing, llc this subscription agreement for preferred units ( the " agreement " ), dated as of december 1, 2021, is by and between warp speed, llc, a nevada limited liability company ( the " buyer " ), maurice j. gallagher, jr., an individual citizen of nevada and ultimate parent of buyer ( " gallagher " ) and rpac racing, llc, a delaware limited liability company ( the " company " ), and is executed and delivered in connection with a private offering ( the " offering " ) of 9, 999 units of membership interests in the company ( the " preferred units " ), which will represent 99. 99 % of the preferred units of the company, in exchange for the consideration set forth below. background a. the company is engaged in the business of owning, operating and promoting the no. 43 race car and team and the no. 51 race car and team ( collectively, the " team " ) participating in the nascar cup series ( the " series " ), as well as one hundred percent of the interests of petty ware racing, llc, a north carolina limited liability company ( " petty ware racing " ), which owns and operates charter no. 2 ( as defined below ) ( the " business " ). b. substantially concurrently with the closing, the buyer will enter into that certain ( i ) membership interest purchase agreement ( the " medallion mipa " ), dated as of the date hereof, among the medallion entities, the company and the buyer pursuant to which the medallion entities sell their membership interests in the company ; and ( ii ) membership interest purchase agreement ( the " moffitt mipa " ), dated as of the date hereof, among the moffitts, the company and the buyer pursuant to which the moffitts sell their membership interests in the company. c. the buyer and gallagher will enter into that certain membership interest purchase agreement ( the " richard petty revocable trust mipa " and, together with the medallion mipa and the moffitt mipa, the " mipas " ), dated as of the date hereof, among the richard petty revocable trust, the company and the buyer pursuant to which the richard petty revocable trust sells all but 1 unit of its membership interests in the company. d. the company has exercised its right pursuant to section 12. 9 of that certain amended and restated