Crowdfunding Investment Agreement

CROWDFUNDING INVESTMENT AGREEMENT

This Crowdfunding Investment Agreement (the Agreement) is made and entered into as of Effective Date: by and between Issuer Name: , an entity organized as , with principal place of business at (Issuer), and Investor Name: , with address at (Investor). Issuer and Investor are sometimes referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Issuer is seeking to raise capital through an offering of its securities in a crowdfunding offering conducted in reliance on applicable exemptions from registration under federal and state securities laws; and

WHEREAS, Investor has reviewed the offering materials provided by Issuer, has been given the opportunity to ask questions and receive answers concerning the terms and conditions of the offering, and desires to subscribe for and purchase certain securities of Issuer on the terms and subject to the conditions set forth herein; and

WHEREAS, the Parties intend for this Agreement to set forth the terms and conditions of Investor's investment and the rights and obligations of the Parties with respect to the securities to be issued to Investor.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. SUBSCRIPTION AND PURCHASE

1.1 Subscription. Subject to the terms and conditions of this Agreement, Investor hereby subscribes for and agrees to purchase from Issuer, and Issuer agrees to issue and sell to Investor, the Securities described below:

Security Type: ; Number of Securities: ; Price per Security: $ ; Aggregate Purchase Price: $ .

2. PAYMENT; CLOSING

2.1 Payment. At the Closing, Investor shall pay the Aggregate Purchase Price to Issuer by wire transfer or other immediately available funds to an account designated by Issuer. Payment shall be conditioned upon satisfaction of the Closing conditions set forth in Section 2.2.

2.2 Closing Conditions. The obligations of the Parties at the Closing are subject to the truth of representations and warranties, performance of covenants, delivery of certificates and instruments reasonably requested by the Parties, and satisfaction of any regulatory conditions applicable to the crowdfunding offering.

3. REPRESENTATIONS AND WARRANTIES OF ISSUER

Issuer hereby represents and warrants to Investor as of the date hereof and as of the Closing that: (a) Issuer is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite corporate or organizational power and authority to own its properties and carry on its business as presently conducted; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or organizational action of Issuer; (c) the Securities, when issued and delivered against payment as provided herein, will be duly authorized, validly issued, and, subject to the restrictions set forth herein, fully paid and non-assessable; and (d) Issuer's offering and sale of the Securities in reliance on applicable exemptions complies with the requirements of securities laws and applicable exemptions available to the Issuer.

4. REPRESENTATIONS AND WARRANTIES OF INVESTOR

Investor hereby represents and warrants to Issuer that: (a) Investor has full power and authority to enter into and perform this Agreement; (b) Investor has received, read and understands the offering materials and has had the opportunity to ask questions of, and receive answers from, Issuer regarding the terms and conditions of the offering and Issuer's business; (c) Investor is acquiring the Securities for investment for Investor's own account and not with a view to distribution or resale; and (d) Investor is an accredited investor or otherwise meets the suitability requirements for this offering as required by applicable law, as evidenced by Investor's representations below.

5. INVESTOR SUITABILITY AND ACKNOWLEDGEMENTS

5.1 Suitability. Investor acknowledges that investment in the Securities involves a high degree of risk, including the risk of loss of the entire investment, lack of liquidity, and the possibility that Issuer may fail to achieve its business objectives. Investor represents that it has the financial ability to bear the economic risk of an investment in the Securities.

5.2 Accredited Investor Status. Investor confirms (select all that apply): Individual accredited investor Accredited entity Not accredited; suitability otherwise demonstrated

6. TRANSFER RESTRICTIONS; LEGENDS

6.1 Restricted Securities. The Securities shall be "restricted securities" for purposes of federal securities law. Investor agrees not to offer, sell, transfer, pledge, or otherwise dispose of the Securities except in compliance with applicable securities laws and the terms of this Agreement. Any certificate or book-entry evidencing the Securities shall bear a legend or notation restricting transfer in form reasonably acceptable to Issuer.

6.2 Right of First Refusal. If Issuer elects to impose transfer restrictions or a right of first refusal after the Closing, such restrictions shall apply to Investor on substantially similar terms as apply to other holders of the same class of securities.

7. SECURITIES LAW COMPLIANCE

Issuer represents that the offering of the Securities is being made in reliance on applicable exemptions from registration under federal and state securities laws. Investor acknowledges that Issuer has provided or will provide all material information regarding Issuer, its business, and the offering that Investor reasonably requested in connection with the offering to enable Investor to make an informed investment decision.

8. USE OF PROCEEDS

Issuer shall use the proceeds from the sale of the Securities for the business purposes described in the offering materials and for other general corporate purposes, subject to customary changes consistent with Issuer's fiduciary duties and disclosure obligations to its investors.

9. COVENANTS

Each Party covenants to execute and deliver, at the request of the other, such further instruments and to take such further actions as may be reasonably necessary to carry out the provisions and purposes of this Agreement.

10. INDEMNIFICATION

Investor agrees to indemnify and hold harmless Issuer and its officers, directors and agents from and against any losses, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or based upon any untrue statement or alleged untrue statement of a material fact made by Investor, or any omission or alleged omission to state a material fact required to be stated by Investor.

11. TAX MATTERS

Each Party shall be solely responsible for any tax liability incurred as a result of this transaction. Issuer makes no representation as to the tax consequences of the purchase of the Securities to Investor, and Investor acknowledges that it has obtained independent tax advice or has had the opportunity to do so.

12. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, by nationally recognized overnight courier, or by email with confirmation delivered to the addresses provided above, or on the third business day after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the Party to be noticed at such Party's notice address set forth above or at such other address as such Party may designate by written notice to the other Party.

13. AMENDMENT; WAIVER

This Agreement may be amended, modified or supplemented only by an instrument in writing executed by each of the Parties. No waiver by any Party of any breach or failure to comply shall be deemed a waiver of any other breach or failure or of the provision itself.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws principles. Governing Law State:

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the offering documents and any schedules or exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic intent.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile, portable document format (PDF) scans and electronic signatures shall be effective for all purposes.

17. SPECIAL TERMS

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