INFINITY REAL ESTATE HOLDINGS Corp Watch

from 10-Q 8 pages The Shares of Common Stock to Be Acquired by the Subscriber Pursuant to This Subscription Agreement Have Not Been Registered Under the U.S. Securities Act of 1933, as Amended (The "Securities Act"), or Under the Securities Laws of Any State or Other Jurisdiction, and May Not Be Offered, Sold, Offered for Sale, Pledged, Hypothecated or Otherwise Disposed of in the Absence of Such Registration, Unless Such Transaction Is Exempt From or Not Subject to Registration Under the Securities Act, and the Subscriber Has, if Required by the Company, Delivered an Opinion of Counsel to That Effect. by Entering Into This Subscription Agreement, Subscriber Represents, Among Other Things, That It Is an Accredited Investor (As Defined in Rule 501(a) of the Securities Act) and Is Acquiring the Common Stock Pursuant to an Exemption From Registration Pursuant to Regulation D Promulgated Under the Securities Act and Will Not Engage in Any Transactions With Respect to the Common Stock of the Company Except in Compliance With the Securities Act

from 8-K 8 pages The Shares of Common Stock to Be Acquired by the Subscriber Pursuant to This Subscription Agreement Have Not Been Registered Under the U.S. Securities Act of 1933, as Amended (The “Securities Act”), or Under the Securities Laws of Any State or Other Jurisdiction, and May Not Be Offered, Sold, Offered for Sale, Pledged, Hypothecated or Otherwise Disposed of in the Absence of Such Registration, Unless Such Transaction Is Exempt From or Not Subject to Registration Under the Securities Act, and the Subscriber Has, if Required by the Company, Delivered an Opinion of Counsel to That Effect. by Entering Into This Subscription Agreement, Subscriber Represents, Among Other Things, That It Is an Accredited Investor (As Defined in Rule 501(a) of the Securities Act) and Is Acquiring the Common Stock Pursuant to an Exemption From Registration Pursuant to Regulation D Promulgated Under the Securities Act and Will Not Engage in Any Transactions With Respect to the Common Stock of the Company Except in Compliance With the Securities Act

from 8-K 8 pages The Shares of Common Stock to Be Acquired by the Subscriber Pursuant to This Subscription Agreement Have Not Been Registered Under the U.S. Securities Act of 1933, as Amended (The “Securities Act”), or Under the Securities Laws of Any State or Other Jurisdiction, and May Not Be Offered, Sold, Offered for Sale, Pledged, Hypothecated or Otherwise Disposed of in the Absence of Such Registration, Unless Such Transaction Is Exempt From or Not Subject to Registration Under the Securities Act, and the Subscriber Has, if Required by the Company, Delivered an Opinion of Counsel to That Effect. by Entering Into This Subscription Agreement, Subscriber Represents, Among Other Things, That It Is an Accredited Investor (As Defined in Rule 501(a) of the Securities Act) and Is Acquiring the Common Stock Pursuant to an Exemption From Registration Pursuant to Regulation D Promulgated Under the Securities Act and Will Not Engage in Any Transactions With Respect to the Common Stock of the Company Except in Compliance With the Securities Act. INFINITY REAL ESTATE HOLDINGS Corporation Name of Subscriber: Rising Tide Holdings, LLC Address of Subscriber: 3524 Silverside Road, 35b Wilmington, Delaware 19810 Number of Shares of Common Stock: 23,350,000 Purchase Price: $2,350.00