Cityworks Development Company

(The “Company”)
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
30,000,000 shares of 8% Cumulative Convertible Preferred Stock @$1.00 per share in units
consisting of 500,000 shares.
(Minimum Investment: $500,000)

The offering price per share has been arbitrarily determined by the Company and has no relation to the
earnings, book value or net worth of the Company. Subscription amounts are payable upon transmittal of
the Subscription Agreement. All references to dollars in this memorandum are in U.S. dollars. The
offering will be conducted on a “best efforts, no minimum basis”, up to a maximum of 1,000,000 shares
Series A 8% Cumulative Convertible Preferred Stock, $.001 par value, for a price of $1.00 per share. (The
Company reserves the right to take less than the minimum at anytime. The Company also reserves the right
to amend per share offering price to $2.00 at any time throughout the duration of the Offering, and reserves
the right to accept less than the minimum investment).

Price To Investors Selling Cost Proceeds To Company

Per Share $ 1.00 $ .10 *$ .90 .
Total Offering $30,000,000 $3,000,000 $27,000,000 (1)(2)
(1) Before deducting other expenses payable by the Company in connection with this offering.
(2) Refer to “Use of Proceeds”
* Maximum Proceeds to Company

THE OFFERING INVOLVES A HIGH DEGREE OF RISK

See “Risk Factors”
THE UNITS WILL BE OFFERED TO “ACCREDITED INVESTORS, AS WELL AS 35 NON ACCREDITED
INVESTORES” IN RELIANCE UPON REGULATION D 504 PROMULGATED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), AND SECTION 4 (2) OF THE ACT, AND AS PERMITTED IN THE
JURISDICTIONS IN WHICH THE UNITS ARE TO BE OFFERED. THE OFFERING OF THE UNITS (THE
“OFFERING”) WILL TERMINATE ON THE EARLIER OF (1) THE DATE ALL THE UNITS OFFERED HEREBY
ARE SOLD OR (November 1st, 2016 (“THE PLACEMENT PERIOD”) UNLESS OTHERWISE TERMINATED OR
EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION FOR AN ADDITIONAL PERIOD OF UP TO 180
DAYS, WITHOUT FURTHER NOTICE TO INVESTORS OR A DECISION BY THE COMPANY TO
TERMINATE THE OFFERING AT ANY TIME AS PROVIDED HEREIN. THE COMPANY RESERVES THE
RIGHT TO REJECT ANY SUBSCRIPTION IN WHOLE OR PART NOT WITHSTANDING TENDER OF
PAYMENT. SUBSCRIPTION FUNDS WILL BE PROMPTLY RETURNED, WITHOUT INTEREST, TO
SUBSCRIBERS IN THE EVENT THEIR SUBSCRIPTIONS ARE REJECTED.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (“COMMISSION”) OR ANY STATE SECURITIES COMMISSSION. NEITHER
THE COMMISSION NOR ANY STATE COMMISSION HAS PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM, TOGETHER WITH ALL EXHIBITS HERETO
(“MEMORANDUM”). ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

ANY BENEFITS NORMALLY ACCRUING TO INVESTORS BY REVIEW OF AN OFFERING BY THE

COMMISSION WILL NOT BE AVAILABLE. THESE SECURITIES ARE “RESTRICTED” SECURITIES UNDER
FEDERAL AND STATE SECURITIES LAWS AND CANNOT BE SOLD EXCEPT UNDER CERTAIN
CIRCUMSTANCES. INVESTORS SHOULD BE AWARE THAT THEY MIGHT BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THE INVESTMENT FOR AN INDEFINITE PERIOD.

THESE ARE SPECULATIVE SECURITIES, INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE
SUBSTANTIAL DILUTION AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO
LOSE THEIR ENTIRE INVESTMENT (INVESTOR LIABILITY IS LIMITED TO THE ENTIRE AMOUNT
INVESTED). THE COMPANY IS A PRIVATELY HELD CORPORATION AND THERE IS NO PUBLIC
MARKET FOR THESE SECURITIES. SEE “RISK FACTORS” AND “DILUTION.” IN MAKING AN

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INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY
AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISK INVOLVED.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANYONE IN
ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO
ANYONE WHO FAILS TO MEET THE INVESTOR SUITABILITY REQUIREMENTS DESCRIBED HEREIN.
DELIVERY OF THIS MEMORANDUM DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

THESE SECURITIES ARE OFFERED SUBJECT TO PRIOR SALE AND TO WITHDRAWL, CANCELLATION
OR MODIFICATION OF THE OFFER WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT IN ITS
SOLE DISCRETION TO REJECT ANY ORDERS FOR THE PURCHASE OF SECURITIES IN WHOLE OR IN
PART, NOT WITHSTANDING TENDER OF PAYMENT.

THE INFORMATION CONTAINED HEREIN IS CONSIDERED TO BE A FAIR SUMMARY OF RELEVANT

INFORMATION PERTINENT TO THIS INVESTMENT AND OF THE MATERIAL TERMS OF THE
DOCUMENTS REFERRED TO HEREIN, BUT REFERENCE IS MADE TO SUCH DOCUMENTS FOR THE
COMPLETE TERMS THEREOF. THIS MEMORANDUM SUPERSEDES AND REPLACES ALL PRIOR
WRITTEN OR ORAL INFORMATION ABOUT THE COMPANY AND SHOULD BE REFERRED TO BY
PERSONS INTERESTED IN INVESTING IN THE COMPANY. INVESTORS ARE URGED TO READ
CAREFULLY THIS MEMORANDUM AND ITS EXHIBITS.

THIS MEMORANDUM CONSTITUTES AN OFFER ONLY TO THE PERSON TO WHOM THE

MEMORANDUM IS DELIVERED. DELIVERY OF THIS MEMORANDUM TO ANYONE OTHER THAN SUCH
PERSON IS UNAUTHORIZED, AND ANY REPRODUCTION OF THIS MEMORANDUM, IN WHOLE OR IN
PART, OR ANY DIVULGENCE OF ITS CONTENTS, IN WHOLE OR IN PART, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED. EACH PERSON, BY ACCEPTING DELIVERY
OF THIS MEMORANDUM, AGREES TO RETURN THIS MEMORANDUM AND ITS EXHIBITS TO THE
COMPANY IF SUCH PERSON ELECTS NOT TO PURCHASE THE SECURITIES OFFERED HEREIN.

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS

LEGAL, TAX, OR INVESTMENT ADVICE. EACH PROSPECITVE INVESTOR SHOULD CONSULT HIS OR
HER OWN ATTORNEY, ACCOUNTANT OR BUSINESS ADVISOR AS TO LEGAL, TAX AND INVESTMENT
MATTERS RELATED TO PURCHASE OF THE SECURITIES.

DURING THE COURSE OF THE OFFERING AND PRIOR TO SALE, PROSPECTIVE INVESTORS ARE URGED
AND INVITED TO ASK QUESTIONS OF AND TO OBTAIN ADDITIONAL INFORMATION FROM THE
OFFICERS OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING, THE
COMPANY AND ITS PROPOSED BUSINESS, AND ANY OTHER RELEVANT MATTERS (INCLUDING BUT
LIMITED TO ADDITIONAL INFORMATION TO VERIFY THE ACCURACY OF THE INFORMATION SET
FORTH HEREIN.) SUCH INFORMATION WILL BE PROVIDED TO THE EXTENT THAT THE OFFICERS OF
THE COMPANY POSSESS THE INFORMATION OR CAN ACQUIRE WITHOUT UNREASONALBE EFFORT
OR EXPENSE.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ACT OR ANY STATE SECURITIES ACT,
BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF
THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE ACT OR SUBJECT TO
AN EXEMPTION FROM SUCH REGISRATION. THE INVESTOR AGREES NOT TO SELL THESE
SECURITIES WITHOUT REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS
OR EXEMPTIONS THEREFROM.

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 TABLE OF CONTENTS

 Summary of Offering………………………………………………………………... 4
 State Disclosures…………………………………………………………………….. 5-7
 The Company……………………………………………………….……………….. 8-10
 Use of Proceeds……………………………………………………………………… 10
 Representations and Warranties…………………………………………………….. 11
Risk Factors
 Lack of Trading Market…………………………………………………………….. 12
 Reliance Upon Management………………………………………………………… 13
 Dependence Upon Key Personnel…………………………………………………… 13
 Risk of Leverage…………………………………………………………………….. 14
 No Assurance of Public Market……………………………………………….…….. 14
 Use of Proceeds; No Assurance……………………………………………….…….. 14
 Expansion of Business………………………………………………………...…….. 15
 Authorized Stock, Possible Future Issuances………………………………………… 15
 Dilution………………………………………………………………………………. 15
 Possible Need for Additional Financing……………………………………………... 15
 Broad Discretion in Application of Proceeds………………………………………… 15
 Competition…………………………………………………………………………... 15
 Dividends……………………………………………………………………….… 16
 Conversion Rate……………………………………………………………………… 16
 Prospect of Litigation………………………………………………………………… 16
 Properties…………………………………………………………………………….. 16
 Legal Proceedings……………………………………………………………………. 16

 EXHIBITS

 SUBSCRIPTION AGREEMENT…………………………………………...17

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 SUMMARY OF THE OFFERING

Cityworks Development Company, (the “Company”) is offering a maximum of 30,000,000

shares of its 8% Class A Convertible Preferred Stock (the “Shares”) on a best efforts basis, no
minimum basis. The offering will terminate no later than November 1st, 2016, unless extended
by the Company, without notice to investors, in its sole discretion, for an additional period of up
to 180 days. All funds will be sent to the Company. All subscriptions will be accepted or
rejected by noon the next business day following their receipt by the Company and subscription
payments accompanied by rejected subscriptions will be returned to investors upon their
rejection. No representations or warranty, express or implied is made as to the accuracy or
completeness of the information contained herein, and nothing contained herein is, or shall be
relied upon, as a promise or representation, whether as to the past or the future.

An investment in these securities involves a high degree of risk. Investors should carefully
consider the discussion of “Summary of the Offering”, “The Company”, and “Risk Factors”.

The Shares are being offered pursuant to exemptions provided by section 4(2) of the Act,
Regulation D thereunder, certain state securities laws and certain rules and regulations
promulgated pursuant thereto. The Shares may not be transferred in the absence of an effective
registration statement under the Act and any applicable state securities law unless an exemption
from such registration is available and an opinion of counsel acceptable to the Company and its
counsel is given to such effect.

In making an investment decision, investors must rely on their own examination of the Company
and the terms of the offering, including the risk involved. The information contained herein has
been prepared to assist interested parties in making their own evaluation of the Company and
does not purport to contain all of the information that a prospective purchaser might desire.
Interested parties should conduct their own investigation and analysis of the Company and the
data set forth in this Memorandum.

By accepting this Memorandum, the recipient acknowledges and agrees that (1) all of the
information contained herein is highly confidential information and any additional information
made available to the recipient in connection with any further investigation shall remain
permanently confidential (2) none of such information will be used by the recipient or any of its
employees or representatives in any manner whatsoever, in whole or in part, other than in
connection with its evaluation of the Company for the purpose of considering an investment of
Preferred stock by the recipient on the specific basis proposed herein; (3) the recipient will not
reproduce this Memorandum, in whole or in part, and will not distribute all or any portion of this
Memorandum to any person; (4) the Company shall terminate the offer make hereby, the
recipient will return this Memorandum as soon as practicable, together with any other material
relating to the Company which the recipient may have received from the Company; and (5) any
proposed actions by the recipient which are inconsistent in any manner with the foregoing will
require the prior written consent of the Company. Upon completion of the offering, if all Shares
are sold, there can be no assurance that funds received thereby will be sufficient to achieve the
Company’s goals. The Company reserves the right to terminate at any time, the offer made
hereby before or after the time of acceptance by one or more participants.

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 NOTICE TO RESIDENTS OF CERTAIN STATES

NOTICE TO CALIFORNIA RESIDENTS

THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED FOR SALE UNDER THE
CALIFORNIA CORPORATE SECURITIES LAW OF 1968, BUT ARE OFFERS AND SOLD IN RELIANCE ON
EXEMPTIONS FROM REGISTRATION FOR CERTAIN EXEMPT ISSUER TRANSACTIONS AS PROVIDED IN
SECTION 25102 OF SUCH STATUTE. SUCH SECURITIES CANNOT BE RESOLD UNLESS THEY ARE
REGISTERED UNDER SUCH STATUTE OR UNLESS AN EXEMPTION THEREUNDER IS AVAILABLE. THE
CALIFORNIA CORPORATIONS COMMISSION HAS NOT REVIEWED THESE SECURITIES.

NOTICE TO ILLINOIS RESIDENTS

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ILLINOIS SECURITIES ACT AND,
THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER SUCH ACT OR UNLESS AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.

NOTICE TO MASSACHUSETTS RESIDENTS

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE MASSACHUSETTS UNIFORM
SECURITIES ACT AND CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER SAID ACT OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.

NOTICE TO MICHIGAN RESIDENTS

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE MICHIGAN SECURITIES ACT AND
CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER SAID ACT OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.

NOTICE TO NEW JERSEY RESIDENTS

THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN FILED WITH OR
REVIEWED BY THE BUREAU OF SECURITIES OF THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF
THE STATE OF NEW JERSEY PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE
STATE OF NEW JERSEY HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
FILING OF THIS OFFERING WITH THE BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF
THE ISSSUE OR THE SALE THEREOF BY THE BUREAU OF SECURITIES OF THE DEPARTMENT OF LAW
AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

NOTICE TO NORTH CAROLINA RESIDENTS

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

NOTICE TO TEXAS RESIDENTS

THIS MEMORANDUM IS INTENDED FOR THE CONFIDENTIAL PRIVATE USE OF THE PERSON
DESIGNATED ON THE SUBSCRIPTION AGREEMENT, AND MAY NOT BE REPRODUCED OR FURTHER
DISTRIBUTED. ANY VIOLATION OF THIS PROVISION MAY PLACE THE INDIVIDUAL AND THE
COMPANY IN VIOLATION OF THE TEXAS SECURITIES ACT. THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF TEXAS AND CANNOT BE RESOLD UNLESS THEY ARE
REGISTERED UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

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 NOTICE TO SOUTH CAROLINA RESIDENTS

THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE SOUTH
CAROLINA UNIFORM SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITES HAS NOT BEEN FILED WITH THE SOUTH CAROLINA SECURITIES COMMISSIONER. THE
COMMISSIONER DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR
DOES IT PASS UPON THE ACCURACY AND ADEQUACY OF THIS PRIVATE PLACEMENT
MEMORANDUM. ANY REPRESENTATIONS TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTICE TO COLORADO RESIDENTS

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE COLORADO SECURITIES ACT, AND
ACCORDINGLY, THESE SECURITIES CANNOT BE SOLD TRANSFERRED OR OTHERWISE DISPOSED OF
TO ANY PERSON OR ENTITY UNLESS SUCH SECURITIES ARE REGISTERED OR UNLESS AN
EXEMPTION FROM REGISTRATION IS AVAILABLE PURSUANT TO THE PROVISIONS OF THE
COLORADO SECURITIES ACT.

NOTICE TO GEORGIA RESIDENTS

THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE OF PARAGRAPH (13) OF CODE
SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR
TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO
AN EFFECTIVE REGISTRATION UNDER SUCH ACT.

NOTICE TO INDIANA RESIDENTS

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 23-3-1-3 OF THE INDIANA CODE.
THESE SECURITIES ARE SUBJECT TO RESTRICTION ON THEIR TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD UNLESS SUBSEQUENTLY REGISTERED OR UNLESS AN
EXEMPTION FROM REGISTRATION THEN EXISTS.

NOTICE TO ARIZONA RESIDENTS

THESE SECURITES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF ARIZONA AND
CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER SAID ACT OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.

NOTICE TO FLORIDA RESIDENTS

IF SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE IN THIS STATE MADE
PURSUANT TO SECTION 517.061 (11)(A) OF FLORIDA STATUTES, AS AMENDED, SHALL BE VOIDABLE
BY THE PURCHASER IN SUCH SALE EITHER WITHIN THREE DAYS AFTER THE FIRST TENDER OF
CONSIDERATION IS MADE BY SUCH A PURCHASER TO THE ISSUER, OR AN ESCROW AGENT, OR
WITHIN THREE DAYS AFTER AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER, WHICHEVER OCCURS LATER. THESE SECURITIES HAVE NOT BEEN REGISTERED WITH
THE STATE OF FLORIDA.

NOTICE TO NEW YORK RESIDENTS

THIS PRIVATE OFFERING MEMORANDUM HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL
PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS
NOT PASSED ON OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

NOTICE TO OHIO RESIDENTS

THESE SECURITIES ARE BEING OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE OHIO SECURITIES ACT. THE SECURITIES CANNOT BE SOLD OR
TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR IN A TRANSACTION WHICH IS

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OTHERWISE IN COMPLIANCE WITH SUCH ACT. THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE COMMISSIONER OF SECURITIES OF THIS STATE NOR HAS THE COMISSIONER
PASSED UPON THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.

NOTICE TO OREGON RESIDENTS

THESE SECURITIES ARE BEING OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE OREGON SECURITIES ACT PROVIDED BY SECTION 59.035 OF SAID ACT. THE
SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT
UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH SUCH ACT.

NOTICE TO UTAH RESIDENTS

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UTAH UNIFORM SECURITIES ACT,
AND THEREFORE CANNOT BE RESOLD, OR TRANSFERRED UNLESS THEY ARE SO REGISTERED OR
UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

NOTICE TO RESIDENTS OF ALL STATES

THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE
REQUIRED BY THAT STATE AND SHOULD NOT BE

CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN ANY PARTICULAR STATE. THIS
MEMORANDUM MAY BE SUPPLEMENTED BY ADDITIONAL STATE LEGENDS. IF YOU ARE
UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN
STATE, YOU ARE ADVISED TO CONTACT THE COMPANY FOR A CURRENT LIST OF STATES IN WHICH
OFFERS OR SALES MAY BE LAWFULLY MADE.

(THE REMAINEDER OF THIS PAGE HAS PURPOSELY BEEN LEFT BLANK)

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 THE COMPANY

Cityworks Development Company. (the Company) is a wholly owned subsidiary of Cityworks

Construction (www.cityworksconstruction.com Cityworks Construction is certified, licensed and
insured general contractor that specializes in residential, commercial, health care, government
facilities, historical building restorations, luxury condo and home renovations including interior
and exterior and institutional work for the government sector. The Company manages and
coordinates all the jobs from start to finish.

The Company was founded in 2001 and is bonded up to 10 million dollars Cityworks
Construction has completed over 500 projects since its inception in 2001 and remains active in
the South Florida construction market.  The qualifier, Noe Gucovschi has a degree in
Architecture from Israel and an MBA from the United States. Carl Nurse is an acting member of
Cityworks Construction has a degree from _______________.

In the public sector Cityworks has successfully bid on over 50 projects for Miami-Dade County
alone, working on a wide variety of jobs in the process.  Hospitals, schools, jails, parks, fire
stations and police stations to name a few.In the private sector Cityworks is equally active having
completed over 100 projects for C.B. Richard Ellis in addition to extensive work R.K Centers, the
largest shopping centre owners in Miami.  The company performs store build-outs for retailers
& restaurants as well as large new construction projects such as the Avanti centre in North Miami
Beach. In the residential market Cityworks has worked in some of Miami's most luxurious
condominium buildings, and homes.  Most recently we have completed renovation projects in
Akoya, Trump Hollywood, Porto Vita and Ocean I & III as well as private homes in Golden
Beach and Miami Beach. 

The company is structured in such a way that it can take on both large and small contracts
seamlessly, allowing the company to best serve the needs of all our customers.

The Industry

Strong demand for real estate in the city styled the “Capital of Latin America” resulted in a third
consecutive record sales year and two years of double-digit price appreciation. That’s the word
from the 31,000-member Miami Association of Realtors and the local MLS down in the land of
Cuban press sandwiches, sunshine, salsa and sexy swimwear. “Record demand for Miami
properties from both domestic and international buyers resulted in another sales record in 2013,”
said 2014 Chairman of the Board of the MIAMI Association of REALTORS Liza Mendez. “We
expect strong demand to continue in 2015 for Miami real estate but are encouraged that more
homeowners are listing homes for sale, creating more balance between buyers and sellers. There
were 30,041 homes and condos sold in Miami-Dade County in 2013, setting a new annual record
that is 8% higher than the previous record set in 2012. Sales of single-family homes last year
totaled 12,901, an increase of 12.5% compared to the previous year’s total of 11,463.
Condominium sales increased 4.6%, from 16,383 in 2012 to 17,140 in 2013. According to the
Miami Association of Realtors: More than $50 billion has been invested in South Florida since
2009, equating to roughly 250,000 properties that have been purchased primarily by foreigners

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Recent Projects

In the public sector Cityworks has successfully bid on over 50 projects for Miami-Dade County
alone, working on a wide variety of jobs in the process.  Hospitals, schools, airports, jails, parks,
city hall office space, fire stations and police stations to name a few. In the private sector
Cityworks boasts an equally impressive variety of projects. The company has recently worked on
jobs for national retail chains, restaurants, hospitality clients, luxury condominiums and corporate
office build-outs.

COMPANY STATS LICENSES & CERTIFICATIONS Estimating

Est. – 2001 GC Project Management

CGC Lic. # – 1515251 CBE Historical Renovations

FL State Lic. – QB60361 MBE New Construction

Insurance –  Fully Insured CSBE MEP's
DUNS # – 034319028 OSHA CERTIFIED Residential Renovations

Services Provided

• Demolition of all Kinds • Asphalt Work • Knock Out Walls

• Windows & Doors • New Landscape • Stucco/Plaster
• Concrete Stucco • Historical Renovations • Apartment Remodeling
• Condo Remodeling • Home Remodeling • Fencing
• Awning • Hospital Works • Parking Lots
• Bathrooms • Windows Doors • Landscaping
• New Site Work • Electrical • Plumbing
• Roofing • Mechanical Fire • Sprinkler Fire Alarm
• Flooring • Painting

For the past 14 years The Company has been fortunate to work with some great people and
companies. Whether you are a national brand, a large real estate developer or a homeowner,
Cityworks can accommodate your needs.

USE OF PROCEEDS

The funds raised shall be used, at management’s discretion, for all areas of business. The funds
may also be used in any future expansion efforts, such as additional branch offices, and any
future acquisitions. The Company will also utilize funds raised for consulting fees. The funds
may be used for any other general purposes relating to the Company and/or its business including

9
rent, telephone, wages and salaries, bonuses, incentives, all business equipment including
computers, phones, faxes, furniture and anything relating to the Company’s day-to-day
operations. Also included are all taxes, legal fees, and accounting fees. The Company plans to
open additional facilities which all expenses will be paid for by this offering. Funds raised for
this Offering will be applied toward any business expense the Company may incur as well as any
litigation or arbitration the Company or its directors must defend, and any arbitration awards the
Company or its directors must comply. There is currently no litigation or arbitration pending
against The Company. The subscriber in his or her determination prior to making an investment
in the Company can ask any question of the above use of proceeds. All questions concerning
utilization of proceeds from this offering should be directed to the President of the Company.
The Company shall pay a fee or commission of up to 10% to a licensed employee or individual
acting as an agent or director of the Company for this offering on the Company’s behalf at the
Company’s discretion. Any such commission payments will reduce the amount of proceeds
otherwise available for the purposes set forth above accordingly.

INVESTOR SUITABILITY STANDARDS

THE OFFERING IS AVAILABLE FOR ACCREDITED INVESTORS AS WELL AS 35

NON ACCREDITED INVESTORS ONLY. INVESTMENT IN THE SHARES OF THE
COMPANY INVOLVE A HIGH DEGREE OF RISK AND IS SUITABLE ONLY FOR
PERSONS HAVING SUBSTANTIAL FINANCIAL RESOURCES WHO CAN AFFORD
TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT FOR AN INDEFINITE
PERIOD AND THE RISK OF LOSS OF THE ENTIRE INVESTMENT IN THE SHARES.
ONE MUST FULLY UNDERSTAND THE RISK FACTORS ASSOCIATED WITH THE
INVESTMENT.

The Shares are being offered without registration under the Securities Act of 1933, as amended
(the “Act”), pursuant to the exemptions provided by Section 4(2) and/or 4(6) of the Act, and/or
Regulation D promulgated by the Securities and Exchange Commission (“SEC”) under the Act,
the Shares are also being offered under similar exemption from registration or qualification under
applicable state securities laws. The availability of those exemptions depends on, among other
things, on the financial condition and nature of the purchasers and the manner of the offering.

A. ACCREDITED INVESTORS

Rule 501 (a) of Regulation D defines an “accredited investor” as follows:

(1) A bank as defined in section 3(a)(2) of the Securities Act of 1933, as amended (the “Act”), or
any savings and loan association or other institution defined in Section 3(a)(5)(A) of the Act
whether acting in its individual or fiduciary capacity, any broker or dealer registered pursuant
to Section 2(13) of the Act of 1934; or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the
Act; any investment company registered under the Investment Company Act of 1940 or a
business development company as defined in Section 2(a) (48) of that Act; 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; any plan established and maintained
by a state, its political subdivisions, or any agency or instrumentally of a state or its political
divisions for the benefit of its employees, if such plan has total assets in excess $5,000,000;
employee benefit plan within meaning of the Employment Retirement Income Security Act
of 1974 if the investment decision is made by a fiduciary, as defined in Section 3 (21) of such

10
 Act 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 $5,000,000
or, if a self-directed plan, with investment decisions made solely by persons that are
accredited investors;

(2) private business development company as defined in Section 202(a)(22) of the

Investment Advisors Act of 1940;

(3) 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 securities offered, with total assets in excess of $5,000,000;

(4) directors, executive director, or general partner of the issuer of the securities being offered or
sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) natural person whose individual net worth, or joint net worth with that person’s spouse, at
the time of purchase exceeds $1,000,000;

(6) natural person who had an income in excess of $200,000 in each of the two most recent
years or joint income with that person’s spouse in excess of $300,000 in each of those years
and has a reasonable expectation of reaching the same income level in the current year;

(7) trust, with total assets in excess of $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 Section 230.506(b) (ii); and

(8) entity in which all of the equity owners are accredited investors.

B. Representation And Warranties

In order to ensure that a prospective investor satisfies certain minimum suitability requirements
imposed by applicable federal and state securities laws, each prospective investor will be required
to execute a Subscription Agreement and thereby make certain representations and warranties,
including, but not limited to, that: (a) the prospective investor is an accredited investor as
described above; (b) the prospective investor’s financial condition is such that the prospective
investor is able to bear the risk of holding the Shares for an indefinite period of time and the risk
of loss of the entire investment in the Shares; (c) the prospective investor has such knowledge and
experience in financial and business matters that the prospective investor is capable of evaluating
the merits and risks of an acquisition of the Shares and of making an informed investment
decision with respect thereto; (d) the prospective investor has read, understood and is familiar
with this Memorandum and no representations or warranties relating to the Company or its
business and financial prospects have been made to the prospective investor by the Company or
any agent of the Company other than as set forth in this Memorandum or specifically
incorporated by reference; (e) the Company has made available all additional information which
the prospective investor has requested in connection with the transactions contemplated by the
Subscription Agreement, as well as the opportunity to ask questions and receive answers from the
Company concerning the terms and conditions of the purchase of the Shares; (f) the prospective
investor is purchasing the Shares solely for the prospective investor’s own account for the
purpose of investment and not with a view to distribution or for sale in connection with any
distribution thereof and that the prospective investor has no present or plan to effect any

11
distribution of the Shares. The ability of the prospective investor to make the foregoing
representations does not necessarily mean that such investor’s subscription will be accepted by
the Company.

THIS MEMORANDUM AND EXHIBITS HERETO CONTAIN FORWARD LOOKING

STATEMENTS THAT REFLECT MANAGEMENT’S’ CURRENT VIEWS WITH
RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. THESE
FORWARD LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES,
INCLUDING THOSE IDENTIFIED BELOW, WHICH COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE ANTICIPATED. THE WORDS
“BELIEVE,’ “EXPECT,” “INTEND,” “ANTICIPATE,” “ESTIMATE,” AND SIMILAR
EXPRESSIONS IDENTIFY CERTAIN OF SUCH FORWARD LOOKING
STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY WERE
MADE. ALL STATEMENTS HEREIN, OTHER THAN THOSE CONSISTING SOLELY
OF HISTORICAL FACTS, THAT ADDRESS ACTIVITIES, EVENTS OR
DEVELOPMENTS THAT THE COMPANY EXPECTS OR ANTICIPATES WILL OR
MAY OCCUR IN THE FUTURE, INCLUDING SUCH THINGS AS BUSINESS
STRATEGY, MEASURES TO IMPLEMENT STRATEGY, COMPETITIVE
STRENGTHS, GOALS, PROJECTED REVENUES, COSTS AND OTHER FINANCIAL
RESULTS, REFERENCES TO FUTURE SUCCESS AND OTHER EVENTS MAY BE
FORWARD LOOKING STATEMENTS. STATEMENTS HEREIN ARE BASED ON
CERTAIN ASSUMPTIONS AND ANALYSIS MADE BY THE COMPANY IN LIGHT OF
MANAGEMENT’S COLLECTIVE EXPERIENCE AND ITS PERCEPTION OF
HISTORICAL TRENDS, CURRENT CONDITIONS AND POTENTIAL FUTURE
DEVELOPMENTS, AS WELL AS OTHER CONDITIONS AND POTENTIAL FUTURE
DEVELOPMENTS, AS WELL AS OTHER FACTORS IT BELIEVES ARE
APPROPRIATE IN THE CIRCUMSTANCES. WHETHER ACTUAL RESULTS,
EVENTS AND DEVELOPMENTS WILL CONFORM WITH THE COMPANY’S
EXPECTATIONS IS SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES
AND IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS, EVENTS
AND DEVELOPMENTS TO DIFFER

MATERIALLY FROM THOSE REFERENCED IN, CONTEMPLATED BY OR

UNDERLYING AND FORWARD LOOKING STATEMENTS HEREIN, MANY OF
WHICH ARE BEYOND THE CONTROL OF THE COMPANY AND ITS
MANAGEMENT. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE
OR REVISE ANY FORWARD LOOKING STATEMENTS, WHETHER AS A RESULT
OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. PROSPECTIVE
INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS. FACTORS TO CONSIDER IN EVALUATING
ANY FORWARD LOOKING STATEMENT AND THE OTHER INFORMATION
CONTAINED HEREIN AND WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER
FROM THOSE ANTICIPATED IN THE FORWARD LOOKING STATEMENTS OR
OTHERWISE ADVERSELY AFFECT THE COMPANY’S BUSINESS INCLUDE BUT
ARE NOT NECESSARILY LIMITED TO THOSE SET FORTH BELOW.

RISK FACTORS

LACK of Trading Market. There is no public market for the Company’s Preferred Stock and
no assurances are given that a public market will ever be developed or sustained if developed.
The price of the Shares was determined solely through the Company. There can be no assurance

12
that any market will develop for such securities or be sustained or that the market price of a Share
will not decline below the offering price or be subject to wide fluctuations in response to
quarterly fluctuations in operating results and other events or factors assuming a future public
offering.

Reliance Upon Management. There can be no assurance that management of the Company will
have the skills necessary to manage a company intending to embark on a program of business
expansion and development. The Company may also seek to recruit additional managers to
supplement the management of the Company. There can also be no assurance that the Company
will have the ability to recruit or otherwise retain additional managers with the skills necessary to
enhance the management of the Company.

Dependence Upon Key Personnel. The ability of the Company to maintain a successful
business will be largely dependent upon the efforts of the President/CEO of the Company. The
Company has not entered into employment agreements with any personnel nor obtained any life
insurance on the President/CEO’s life and does not currently intend to obtain such insurance.
The loss of the service of such key personnel could have a material adverse effect on the
Company’s ability to successfully achieve its business objectives.

Risks of Leverage. The Company may borrow money in connection with its business or assume
or refinance the indebtedness of the business if the Company’s management deems that
assumption or refinancing to be beneficial to the Company. Among the possible adverse effects
of any such leverage are: (i) the risk of default and foreclosure on the Company’s assets if the
Company’s operating revenues were to be insufficient to pay debt service; (ii) the risk that a
lender could have the right to accelerate the payment of the indebtedness even if the Company
has made all principal and interest payments when due if a loan agreement contains covenants
that require the maintenance of certain financial ratios or reserves, and any such covenant is
breached without a waiver or renegotiating of the terms of that covenant; (iii) the risk of
variations in the interest rate or demand for payment if the interest rate on a loan was payable on
demand; and (iv) the risk that the Company might be required to seek additional financing and
that such additional financing may not be available , or if available may not be acceptable to the
Company.

No Assurance of Public Market-Arbitrary Determination of Offering Price. To the extent

that a public market ever develops, of which no assurances are given it is anticipated that the
Company will be quoted on the OTC Bulletin Board, an NASD sponsored and operated inter-
dealer automated quotation system for equity securities not included in the NASDAQ Small Cap
Market or National Market, as well as in the Pink Sheets published by the National Quotational
Bureau Incorporated. There can be no assurance that any brokerage firm will sponsor the
Company and approve it for a public offering. There can be no assurance that the OTC Bulletin
Board will continue to be recognized by the brokerage community as an acceptable trading
medium. In the absence of such recognition, the liquidity and stock price of the Company’s
securities in the secondary market may be adversely affected and there can be no assurance that a
public market for the Company’s securities will develop or be sustained, but it is not obligated to
do so and any market making may be discontinued at any time. The prices of the shares have
been arbitrarily determined by the company and do not necessarily bear any relation to establish
valuation criteria.

Use of Proceeds; No Assurance the Proceeds Are Sufficient. The Company’s inability to
obtain additional financing, if required, on a timely basis could have a material adverse effect on
the ability of the Company to continue its operations, and could result in a loss of the investors’

13
entire investment. The ability of the Company to continue its operations is materially dependent
upon the sale of all or substantially all of the Shares offered hereby by the Company or the
obtaining of alternative financing from another source. While the Company anticipates that all of
the proceeds of this Offering, together with the anticipated future operating revenues, will be
sufficient to meet all of its debt service and operating cash requirements for the next twelve
months, no assurance can be given to that effect. In the event that only a minimal amount of
Shares are sold, it is possible the Company will not be able to continue its operations, and the
investor may lose their entire investment.

Expansion of Business. There can be no assurance that the Company will be able to expand its
operations successfully. The Company intends to use the net proceeds of this Offering for
expansion in the precious metals market. There can be no assurance that the Company will effect
any acquisitions, or that the Company will be able to successfully integrate into its operations any
branch office, or that the Company will otherwise be successful in expanding any of its business
operations.

Authorized Stock; Possible Future Issuance’s. The Company has authorized 30,000,000 shares
of Cumulative Convertible Preferred Stock. As such, the Company has substantial shares
available for issuance should it so desire. The Company may issue additional “preferred stock”
and “warrants” at a later date. Future Securities issuances may cause dilution to investors in this
Offering, however the firm does not anticipate this will happen in the near future.

Dilution. The completion of this Offering will involve immediate and substantial dilution to
investors. The net tangible book value per share of the Shares offered hereby after this Offering
will be substantially less than the offering price.

Possible Need for Additional Financing. The Company is dependent upon receiving all or
substantially all of the proceeds of this offering in order to implement its proposed growth
strategy fully. In the event that the proceeds of this Offering are insufficient to enable the
Company to implement its growth strategy, which would likely be the case if only a small
number of Shares are sold, and the Company does not generate additional capital from
operations, the Company may be required to seek additional financing or delay or curtail its
current growth strategy. There can be no assurance that the Company will be able to obtain
additional financing on acceptable terms, or at all.

Broad Discretion in Application of Proceeds. The Company intends to use the proceeds of this
Offering for general corporate purposes to implement its growth strategy, and to provide it with
the capital necessary to expand the Company’s sales operations. The amount of the net proceeds
that will be invested in particular areas of the Company’s business will depend upon future
economic conditions and business opportunities. Accordingly, the Company has a broad
discretion in the application of the proceeds of this Offering. See “Use of Proceeds.”

Competition. The Company will encounter competition in all aspects of its business and
compete directly with other General Contracting companies, many of whom have substantially
greater financial and other resources than the Company.

Dividends. The payment of dividends on its Cumulative Convertible Preferred stock maybe paid
selectively in cash or stock at the discretion of the board of directors and will depend upon the
Company’s earnings, its capital requirements and financial condition, and other relevant factors.
The Company’s ability to pay dividends in the future may also be restricted by the Company’s

14
ability to pay. Accordingly, any potential investor who anticipates the need for current dividends
from an investment should not purchase any of the Shares offered hereby.

Prospect Of litigation. Many aspects of the Company’s business involve substantial risks of
liability under federal and state laws and regulatory enforcement by state and federal regulators.
There can be no assurance that any such proceedings will not ever be initiated against the
Company or that any judgments and/or regulatory action relating thereto or otherwise will not
have a material adverse legal or economic effect on the Company.

Properties. The principle executive office of the Company is located at 20356 NE 16th Place
Miami, FL 33179 . Phone (305) 249- 5885 Fax (305) 249 -5886 . The office is maintained in
high quality business districts and are first class in terms of appearance and function.

Legal Proceedings. To date the company has no pending legal actions against them. The
Company’s business involves substantial risks of liability, including exposure to liability under
federal and state laws in connection with the underwriting or distribution of securities and claims
by dissatisfied customers for fraud.

Conversion Rate. Each 8% Convertible Preferred share will convert into each common share on
a 1-1 bases.

FOR ALL OF THE FOREGOING REASONS AND OTHERS SET FORTH IN THIS
MEMORANDUM, THE SECURITIES OFFERED HEREBY INVOLVE A HIGH
DEGREE OF RISK. ANY PERSON CONSIDERING AN INVESTMENT IN THE
SECURITIES OFFERED HEREBY SHOULD BE AWARE OF THESE AND OTHER
FACTORS SET FORTH IN THIS MEMORANDUM. THESE SECURITIES SHOULD BE
PURCHASED ONLY BY PERSONS WHO CAN AFFORD THE TOTAL LOSS OF
THEIR INVESTMENT IN THE COMPANY.

No dealer, salesperson or any other person has been authorized to give any information or to
make any representations in connection with this Offering other than those contained in this
Memorandum and, if given or made, such information or representations must not be relied upon.
This Memorandum does not constitute an offer to sell or solicit an offer to buy any security other
than the securities offered by this Memorandum, or an offer to sell or a solicitation of an offer to
buy any securities by any person in any jurisdiction in which such offer or solicitation is not
authorized or is unlawful. The delivery of this Memorandum shall not, under any circumstances,
create any implication that the information herein is correct as of any time subsequent to the date
of this Memorandum.

(THE REMAINEDER OF THIS PAGE HAS PURPOSELY BEEN LEFT BLANK)

15
 Cityworks Development Company
(The Company)

SUBSCRIPTION AGREEMENT
THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AT RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE
SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE SECURITIES
OFFERED BY THE COMPANY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

The undersigned (the subscriber), desires to become a stockholder in Cityworks Development

Company is a Florida (the “Company”). Accordingly, the Subscriber hereby agrees as follows:

1. Subscription. The Subscriber hereby subscribes for and agrees to accept from the Company 8%
Preferred Stock in Cityworks Development Company, as is set forth below. He /She acknowledges that he
has received and understands the terms and conditions of the Subscription Agreement attached hereto and
that he does agree to all the terms and conditions contained herein.

2. Purchase Procedure. The Subscriber acknowledges that, in order to subscribe for 8% Preferred
Stock, he must, and he does hereby, and delivers to the Company:

2.1 A check, subject to collection, in the amount set forth in Section 1 represents, payment in full
for the Preferred Stock desired to be purchased.

2.2 An executed copy of the Subscription Agreement.

3. Presentations of Subscriber. By executing this agreement, the Subscriber makes the following
representations, declarations and warranties to the company, with the intent and understanding that the
Company will rely thereon:

3.1 Such Subscriber acknowledges that he has received and all other information necessary to
verify the accuracy and completeness of the Company’s representations, warranties and covenants made

16
herein; (a) the form of the Stock and (b) written (or verbal) answer, to all questions the Subscriber has
relied on the information contained therein and has not been furnished with any other documents, except
for the private placement memorandum.

3.2 Such Subscriber understands that (i) the stock being purchased hereunder have not been
registered under the Securities Act of 1933 (the “Act") or are applicable state securities laws; (ii) the
Subscriber cannot sell the stock unless such securities are registered under the Act and any applicable state
securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be
placed on any certificate or certificates evidencing the Stock stating that such securities have not been
registered under the Act and setting forth or referring to the restrictions on transferability and sales of the
securities; (iv) the Company will place stop transfer instructions against the securities and the certificates
for the securities to restrict the transfer thereof; and (v) the Company has no obligations to register the
securities or assist the Subscriber in obtaining an exemption from the various registration requirements
except as set forth herein or therein. Subscriber agrees not to resell the stock without compliance with the
terms of this Subscription Agreement, the Act and any applicable state securities laws. Notwithstanding
any other provision hereof, purchasers who reside in Pennsylvania specifically agree not to sell she shares
Stock within twelve months of the date of purchase.

3.3 Such Subscriber (i) is acquiring the stock solely for the Subscriber's own account for
investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii)
has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge,
assign or otherwise transfer the stock to any other person; (iii) agrees not to sell or otherwise transfer the
Subscriber's Stock unless and until such securities are subsequently registered under the Act and any
applicable state securities laws or unless an exemption from any such registration is available; and (iv)
agrees, in any event, not to or otherwise transfer the Subscriber's securities for up to 90 days after the
effective date the Company's registration statement under the Act relating to the offer, sale and original
issuance of its capital stock in a public offering provided such registration statement includes the
Subscriber's securities.

3.4 Such Subscriber understands that an investment in the stock involves Substantial risks and
Subscriber recognizes and understands the risks relating to the purchase of stock.

3.5 Such Subscriber has, either alone or together with the Subscriber's Purchaser Representative
(as that term is defined in Regulation D 504 under the Act), such knowledge and experience in financial
and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in
the Company.

3.6 Such Subscriber's investment in the Company is reasonable in relation to his net worth and
financial needs and he is able to bear the economic risk of losing his entire investment in the common
Stock.

3.7 Such Subscriber represents that he has a net worth of at least $1,000,000, or otherwise
satisfies the definition of “accredited investor. as set forth in Rule 501(a) of Regulation D under the Act
(“Regulation D") (a copy of such definition is set forth in Annex A attached hereto), as specifically
disclosed by the undersigned and subscriber can afford a total loss of his investment without substantially
affecting his present manner or mode of living.

3.8 Such Subscriber understands that (i) the offering contemplated hereby has not been reviewed
by any federal or state governmental body or agency due in part to the Company's representations that it
will comply with the provisions of Regulation D; (ii) if required by the laws or regulations of said state(s)
the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for
registration or exemption there from; and (iii) the documents used in connection with this Offering have not
been reviewed or approved by any regulatory agency or government department, nor has any such agency
or government department made any finding or determination as to the fairness of the Preferred Stock for
investment.

17
 3.9 Such Subscriber is aware that the Stock has not been registered under the Act and that no
market exists for the stock. The Subscriber has adequate means of providing for the Subscriber's current
needs and personal and family contingencies, has no need for liquidity in the investment contemplated
hereby, and is able to bear the risk of loss of his entire investment.

3.10 Such Subscriber (i) is a citizen or resident of the United States of America, (ii) if a natural
person, is at least 21 years of age, (iii) has adequate means of providing for his or its current needs and
personal contingencies, (iv) has no need for liquidity in his or its investment in the Preferred Stock, and (v)
maintains his or its domicile (and is not a transient or temporary resident) at the address shown below.

3.11 All information which the Subscriber has provided the Company concerning the Subscriber,
the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters is
correct and complete as of the date hereof and as of the date of Closing, an if there should be any change in
such information prior to the Closing, the Subscriber will immediately provide the Company with such new
information. The Subscriber agrees that financial and other information concerning the Subscriber may be
disclosed by the Company to any persons or entities that may enter into a transaction with the Company.
The Subscriber further agrees, if requested by the Company or its authorized representative, to provide
bank references or other confirming information concerning the Subscriber’s financial information as may
be reasonably requested by the Company.

3.12 Such Subscriber shall not sell, assign, encumber or transfer all or any part of the stock being
acquire or any of the securities included therein or issuable in connection therewith (except a transfer upon
his death, incapacity or bankruptcy or a transfer without consideration to his spouse and /or children and/or
a trust for the benefit of such family members), unless the Company has determined, upon the advice of
counsel for the Company, that no applicable federal or state securities laws will be violated as a result of
such transfer. The Company may require an opinion of counsel acceptable to the Company to the effect that
such transfer or assignment (a) may be effected without registration of the stock or any securities included
therein or issuable in connection therewith under the Act, and (b) does not violate any applicable federal or
state securities laws.

3.13 Such Subscriber represents that the Company has made available to him information which
he deemed material to making an informed investment decision in connection with his purchase of
securities of the Company, and that the Subscriber is in a position regarding the Company, which, based
upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to
obtain information from the Company in order to evaluate the merits and risks of this investment, further,
Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of,
and receive answers from the Company, its officers, directors and other persons acting on its behalf,
concerning the terms and conditions of his purchase and to obtain any additional information, to the extent
the Company possesses such information or can acquire it without unreasonable effort or expense
necessary to verify the accuracy of the information disclosed to subscriber. Further, Subscriber represents
that no statement; printed material or inducement was given or made by the Company or anyone on its
behalf, which is contrary to the information disclosed to him.

3.14 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in
unregistered securities and in the business in which the Company is engaged and intends to engage and
recognizes and understands all of the risks relating to the purchase of that shares of 8% Preferred Stock and
has determined, either personally or in consultation with the Subscriber's Purchaser Representative, that an
investment in the Company is consistent with the Subscriber's investment objectives and income prospects.

3.15 Such Subscriber understands that (i) the Company is in the development stage and the total
amount of funds tendered to purchase the stock are placed at the risk of the business and may be completely
lost.

3.16 Such Subscriber acknowledges that the Company has made available to him, at a reasonable
time prior to his purchase of the stock, the opportunity to ask questions of, and receive answers from, the
Company concerning the terms and conditions of the offering and to obtain any additional information, to

18
the extent that the Company possesses such information or can acquire it without unreasonable effort or
expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an
informed investment decision.

3.17 Such Subscriber acknowledges that the Company has the unconditional right to accept or
reject this subscription, in whole or in part. The Company will notify the Subscriber whether this
subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the
Subscriber.

3.18 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual
person, it has been formed and validly exists and has not been organized for the specific purpose of
purchasing the Preferred Stock and is not prohibited from doing so.

3.19 If the Subscriber is purchasing the stock in a fiduciary capacity for another person or entity,
including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been
duly authority and empowered to execute this Subscription Agreement and all other subscription
documents, and such other person fulfilling all the requirements for purchase of the stock as such
requirements are set forth herein, concurs in the purchase of the stock and agrees to be bound by the
obligations, representations, warranties and covenants contained herein. Upon request of the Company, the
Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber,
authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.

3.20 Such Subscriber recognizes that the Company may seek to raise additional operating capital
through a variety of sources, and that although the Company may undertake one or more public or private
offerings of its debt or equity securities, there can be no assurance that any such offering will be made or, if
made, that it will be successful. The Subscriber further acknowledges that should the Company decide to
register its securities in the future, the Subscriber may not obtain the approval of the managing underwriter
in connection with the registration rights to be granted to the Subscriber hereunder and further may be
required to deposit the securities purchased hereby for an indefinite period of time in order to comply with
the requirements imposed upon the Company by an underwriter or by state or federal securities laws or
regulations. The Subscriber agrees, by execution hereof, to surrender his securities in order to facilitate
compliance with such requirements.

3.21 The securities offered hereby will be sold, and acquired, in a transaction exempt under Section
517.061(11) of the Florida Securities and Investor Protection Act. The securities have not been registered
under said act in the State of Florida. Pursuant to Section 517.061(11) Of the Florida Securities and
Investor Protection Act, when sales are made to five (5) or more persons (excluding accredited investors) in
the State of Florida, any sale in the State of Florida made pursuant to Section 517.061(11) Of such act is
voidable by the purchaser in such sale (without incurring any liability to the company or to any other
person or entity) either within three (3) days after the first tender of consideration is made by such
purchaser to the issuer, an agent of the issuer, or an escrow agent or within three (3) days after the
availability of that privilege is communicated to such purchaser, whichever occurs later. To void his
purchase, the purchaser need only send a letter or telegram to the company at the address indicated herein.
Any such letter or telegram should be sent and postmarked prior to the end of the aforementioned three (3)
day period. It is prudent to send any such letter by certified mail, return receipt requested, to assure that it is
received and also to have evidence of the time that it was mailed. Should a purchaser make this request
orally, that purchaser must ask for written confirmation that the request has been received. If notice is not
received within the time limit specified herein, the foregoing right to void the purchase shall be null and
void.

3.22 Subscriber confirms and represents to the fact of having a prior business relationship with the
issuer and/or the issuers employee or agent discussing the purchase of Cityworks Development Company.
stock to the subscriber.

4. Indemnification: Any representations made or information that is not written in the Cityworks
Development Company private placement memorandum shall be considered void and Subscriber hereby

19
agrees to indemnify and hold harmless the Company and the Company 's officers, directors, employees,
agents and affiliates against any and all damages, losses, costs, liabilities and expenses (including, without
limitation, reasonable attorneys' fees) which they, or any of them, may incur by reason of the Subscribers
failure to fulfill any of the terms and reason of the Subscriber's breach of any of his representations and
warranties contained herein this Agreement and the representations and warranties contained herein shall
be binding upon Subscriber's heirs, executors, administrators, representatives, successors and assigns.
THE COMPANY AND THE SUBSCRIBER HAVE BEEN ADVISED THAT THE
INDEMNIFICATION OF THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS
AND AFFILIATES IS DEEMED TO BE VOID AND AS AGAINST PUBLIC POLICY AND
UNENFORCEABLE IN SOME STATES.

5. Applicable Law This Agreement shall be construed in accordance with and governed by the
laws applicable to contracts made and wholly performed in the State of Florida.

6. Execution in Counterparts. The Subscription agreement may be executed in one or more

counterparts.

7 Persons Bound. This Subscription agreement shall, except as otherwise provided herein, inure
to the benefit of and be binding on the Company and its successors and assigns and on each Subscriber and
his respective heirs, executors, administrators, successors and assigns.

8 .Entire Agreement. This Subscription Agreement, when accepted by the Company will
constitute the entire agreement among the parties hereto with respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements and understanding inducements or conditions,
express or implied, oral or written, except as herein contained. This Subscription Agreement may not be
modified, changed, waived or terminated other than by writing executed by all the parties hereto. No course
of conduct or dealing shall be construe, to modify, amend or otherwise affect any of the provisions hereof.

9. Assignability. The Subscriber acknowledges that he may not assign any of his rights to or
interest in or under this Agreement without the prior written consent of the Company, and any attempted
assignment without such consent shall be void and without effect.

10. Notices. Any notice or other communication required or permitted hereunder shall be in
writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by
certified, registered or express mail, postage prepaid, to the address of each party set forth herein any such
notice shall be deemed given when delivered personally, telegraphed, telexed or sent by facsimile
transmission or, if mailed, three days after the date of deposit in the United States mails.

11 Interpretation. When the context in which words are used in this Agreement indicates that such
is the intent, singular words shall include the plural, and vice versa, and masculine words shall include the
feminine and neuter genders, and vice versa. Captions are inserted for convenience only, are not a part of
this Agreement, and shall not be used in the interpretation of this Agreement.

12. CERTIFICATION; THE SUBSCRIBER CERTIFIES THAT HE/SHE HAS READ THIS
ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE
SUBSCRIBER HEREIN IS TRUE AND COMPLETE.

INVESTOR SUITABILITY STANDARDS

A purchase of the Units pursuant to the Subscription Agreement involves a high degree of risk and is
suitable only for persons of substantial financial means who have no need for liquidity in their investments.
The offer, offer for sale, and sale of the securities are intended to be exempt from the registration
requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Regulation D promulgated
thereunder (“Regulation D”) and are intended to be exempt from the registration requirements of applicable
state securities laws.

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The shares of Cityworks Development Company are being offered and sold to “accredited investors as
well as 35 non accredited investors,” as that term is defined m Regulation D. Each investor must represent,
in writing, that he is an accredited investor or a non- accredited investor. In addition, an Investor will be
required, upon the request of the Company, to provide such information as may be deemed necessary to
substantiate the accuracy of such representation.

Rule 501(a) of Regulation D defines an Accredited investors as follows:

(1) Any bank as defined in Section 3(a)(2) of the Act, or any savings and low association or other
institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;
any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any
insurance company as defined in Section 2(13) of the Act; any investment company registered under the
Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of
that Act; any Small Business Investment Company licensed by the U.S. Small Business Association under
Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained
by a state, its political subdivisions, or any agency or subdivisions for the benefit of its employees, if such
plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary,
as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or if the employee benefit plan has total assets in excess of
$5,000,000, or if a self-directed plan, with investment decisions made solely by persons that are accredited
investors;

(2) Any private business development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940;

(3) Any 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 or acquiring the
securities offered, with total assets in excess of $5,000,00;(4) Any director, executive officer or general
partner of the issuer of the securities being offered or sold, or any director, executive officer or general
partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time
of his purchase exceeds $1,000,000;

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent
years, or joint income with that person's spouse in excess of $300,000, in each of those years and has a
reasonable expectation of reaching the same income level in the current year;

(7) Any trust with total assets in excess of $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);
and

(8) Any entity in which all of the equity owners are accredited investors.

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 SUBSCRIBER SIGNATURE PAGE

IN WITNESS WHEROF, the undersigned has executed the Subscription Agreement this
______ day of ______________, 2014

__________8% Convertible Preferred Stock At $1.00 per share = $____________

(Shares Subscribed for) (Purchase Price)

If the purchaser is an INDIVIDUAL, complete section I. If purchased as JOINT

TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY (Circle
appropriate title and complete Section I and II):

I. II. ____________________________
Print Name Print Name

______________________________ ____________________________
Signature Signature

_____________________ _______
Street Street

____________________________
City State Zip City State Zip

____________________________
Social Security Number Social Security Number

Accredited ____ Non Accredited ____

Phone Number (____) ____-______

If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY

COMPANY, or TRUST (circle appropriate title and complete the following section)

_____________________________ ____________________________
Name of Entity Federal Taxpayer I.D. Number

By:__________________________ _____________________________
State of Organization

Print Name:___________________ _____________________________

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 Street
Title:________________________ _____________________________
Phone ( ) ________________ City State Zip

SUBSCRIPTION ACCEPTED AND AGREED TO this_____________day of ______________,2015

Cityworks Development Company By:_________________________

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