Investment Agreement Investor Signature Packet

INVESTMENT AGREEMENT — INVESTOR SIGNATURE PACKET

This Investment Agreement Investor Signature Packet (the Agreement) is entered into as of by and between Issuer Name: , a(n) organized as: Entity Type: Corporation LLC Partnership Other with principal address at (Issuer), and Investor Name: , an entity organized as: Individual Corporation LLC Other, with principal address at (Investor).

RECITALS

WHEREAS, the Issuer is engaged in the business described in its organizational documents and seeks to issue and sell securities to qualified investors for capital raising purposes; and

WHEREAS, the Investor desires to purchase and the Issuer desires to sell the securities upon the terms and subject to the conditions set forth in this Agreement, and the parties intend this Agreement to memorialize the Investor's subscription and certain related agreements and acknowledgements; and

WHEREAS, the parties intend that the representations, warranties and covenants contained herein survive the closing of the purchase and sale of such securities.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings: "Securities" means the equity or debt instruments described in Section 2; "Closing" means the consummation of the purchase and sale of the Securities in accordance with Section 3; "Purchase Price" means the total consideration paid by the Investor for the Securities as set forth below.

2. SUBSCRIPTION; PURCHASE

2.1 Subscription. The Investor hereby subscribes for and agrees to purchase from the Issuer, and the Issuer agrees to issue and sell to the Investor, the Securities consisting of at a purchase price of $ per share, for an aggregate Purchase Price of $ .

2.2 Payment. The Purchase Price shall be paid by wire transfer or other immediately available funds at Closing to an account designated in writing by the Issuer. Payment by check shall be accepted only by mutual agreement in writing.

3. CLOSING

The Closing shall take place on at such place and time as the parties shall agree in writing. At the Closing, the Issuer shall deliver to the Investor certificates or electronic evidence of the Securities duly authorized and, if applicable, registered in the name of the Investor, free and clear of liens, except as disclosed in writing prior to Closing.

4. REPRESENTATIONS AND WARRANTIES OF INVESTOR

The Investor represents and warrants to the Issuer that the statements in this Section are true and correct as of the date hereof and shall be true and correct at Closing:

(a) Organization and Authority. If the Investor is an entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. If the Investor is an individual, the Investor has full legal capacity to enter into this Agreement.

(b) Investment Purpose; Experience. The Investor is acquiring the Securities for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment.

(c) Access to Information. The Investor has received and reviewed all documents and information reasonably requested relating to the Issuer's business, operations and financial condition and has had the opportunity to ask questions and receive answers from the Issuer concerning the terms and conditions of the investment.

5. REPRESENTATIONS AND WARRANTIES OF ISSUER

The Issuer represents and warrants to the Investor that: (a) the Issuer is duly organized and has the authority to enter into this Agreement; (b) the execution and delivery of this Agreement and compliance with its terms do not violate any material agreement or law; and (c) the Securities, when issued and delivered in accordance with this Agreement, will be duly authorized and, if applicable, validly issued, fully paid and nonassessable, subject to such restrictions on transfer as set forth herein and in the Issuer's organizational documents.

6. COVENANTS

The Issuer covenants that from the date hereof until the earlier of the Closing or termination of this Agreement, it shall conduct its business in the ordinary course, shall not grant any lien on the Securities to be issued hereunder and shall provide promptly to the Investor such additional information regarding the Issuer as the Investor may reasonably request.

7. RESTRICTIONS ON TRANSFER

The Investor acknowledges that the Securities have not been registered under applicable securities laws and agrees not to transfer, sell or otherwise dispose of the Securities except in compliance with applicable securities laws and with the prior written consent of the Issuer, which consent shall not be unreasonably withheld. The Issuer may require appropriate legends and stop-transfer instructions to be placed on certificates or in its transfer records.

8. INDEMNIFICATION

The Investor agrees to indemnify, defend and hold harmless the Issuer and its affiliates, and their respective officers, directors, employees and agents, from and against any losses, liabilities, claims, damages or expenses (including reasonable attorneys' fees) arising out of any breach by the Investor of any representation, warranty or covenant contained in this Agreement or from the Investor's negligent or willful misconduct.

9. CONDITIONS TO CLOSING

The obligations of each party to consummate the Closing are subject to the fulfillment, on or before the Closing, of customary conditions including: the accuracy of representations and warranties, performance of covenants, and delivery of certificates, documents, officer's certificates and legal opinions reasonably requested by the other party.

10. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered to the parties at the addresses set forth below or at such other address as a party may specify by notice in accordance with this Section.

11. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both parties. No failure or delay by any party in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. The parties agree that any litigation arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in that state.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any schedules and exhibits hereto and any definitive transaction documents executed at Closing, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart.

15. ADDITIONAL INVESTOR ACKNOWLEDGEMENTS

The Investor acknowledges receipt of the Issuer's offering materials and consents to the use of this Agreement and related documents for compliance with applicable securities laws. The Investor further certifies that the funds used for the Purchase Price are not derived from any illegal activity.

16. SIGNATURES

The parties have executed this Agreement as of the date first written above. Each person signing below represents and warrants that he or she has the authority to execute and deliver this Agreement on behalf of the party for which they sign.

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