Financial PPM Agreement

FINANCIAL PPM AGREEMENT

Parties and Offering

This Financial PPM Agreement (the Agreement) is made between Issuer Name: and Subscriber Name: concerning the offering titled Offering Name: dated Offering Date: . The parties agree as follows.

Subscription and Purchase

Subscriber hereby subscribes for and agrees to purchase the securities or interests described in the Private Placement Memorandum under the terms set forth below. Purchase Amount: . Number of Units/Shares: . Unit Price: . Minimum Subscription (if applicable): .

Payment and Closing

Closing Date: . Payment Method (check applicable): Wire Transfer Check Other If Other, specify:

All funds delivered in connection with this purchase shall be paid to Issuer at the address or account designated in writing. Late payments shall bear interest at rate of per annum, compounded monthly, and purchaser shall be responsible for all collection costs and reasonable attorneys' fees.

Representations and Warranties of Subscriber

Subscriber represents, warrants and agrees that: (a) Subscriber has the legal capacity to enter this Agreement; (b) Subscriber is acquiring the securities for investment and not with a view to distribution; (c) Subscriber has received and reviewed the Private Placement Memorandum and all accompanying offering materials; and (d) Subscriber meets the investor qualifications required by the offering, as indicated below.

Subscriber represents that Subscriber is an accredited investor as defined by applicable securities laws and has the financial ability to bear the economic risk of this investment, including complete loss of principal.

Representations and Warranties of Issuer

Issuer represents and warrants that it is duly organized and in good standing under applicable law, has the authority to offer the securities, and that the offering materials are true and do not omit material facts necessary to make statements not misleading. Issuer makes no guarantee as to performance or return and the securities are subject to transfer restrictions and applicable securities laws.

Transfer Restrictions and Legends

Securities issued pursuant to this Agreement are subject to restrictions on transfer under federal and state securities laws and under the Issuer's organizational documents. Any certificates or book entries may be legended to indicate such restrictions. Transfers require prior written consent of Issuer and compliance with applicable exemptions or registration requirements.

Confidentiality

Subscriber agrees to keep confidential all non-public information provided in connection with the offering, including the Private Placement Memorandum, and will not use such information for any purpose other than evaluating and completing the subscription.

Indemnification

Subscriber agrees to indemnify and hold harmless Issuer and its managers, officers, directors, employees and agents against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any breach by Subscriber of this Agreement or any representation, warranty or covenant herein.

Risk Acknowledgement

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction and venue of the courts located in , for resolution of disputes.

Notices

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to Issuer at Issuer Address: and to Subscriber at Subscriber Address: or such other addresses as either party may designate in writing.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. No amendment shall be effective unless in writing and signed by both parties. If any provision is found unenforceable, it will be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

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