Investment Agreement Memorandum

INVESTMENT AGREEMENT MEMORANDUM

This Investment Agreement Memorandum ("Agreement") is entered into as of by and between Company Name: a(n) Corporation LLC Other, organized under the laws of with principal place of business at ; and Investor Name: , with principal address at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Company is engaged in the business described in its organizational documents and seeks capital to finance its operations and growth initiatives; and

WHEREAS, Investor desires to invest in the Company and acquire the securities described below upon the terms and subject to the conditions set forth herein; and

WHEREAS, the Parties intend that this Memorandum shall set forth the principal terms and conditions governing the Investment and certain ancillary rights and obligations of the Parties.

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

1. INVESTMENT

1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Investor agrees to purchase, and Company agrees to issue and sell to Investor, securities in the form of (the "Securities") in exchange for a purchase price equal to .

1.2 Closing; Conditions Precedent. The Closing shall occur on the Proposed Closing Date or such other date as the Parties mutually agree. The obligations of each Party to consummate the Closing are subject to the satisfaction (or waiver) of customary conditions precedent, including without limitation: (a) the accuracy of the other Party's representations and warranties as of the Closing; (b) the performance of covenants required to be performed prior to the Closing; (c) delivery of executed transaction documents and corporate approvals; and (d) absence of any injunction or law preventing the transaction.

2. REPRESENTATIONS AND WARRANTIES

2.1 Company Representations. Company represents and warrants to Investor that, as of the Effective Date and as of the Closing (unless otherwise specified): (a) Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the corporate power to enter into this Agreement and to carry out the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the issuance of the Securities have been duly authorized by all necessary corporate action; (c) the Securities, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable; and (d) there is no action, suit or proceeding pending or, to Company’s knowledge, threatened against Company that would reasonably be expected to prevent or materially impair the consummation of the transactions contemplated herein.

2.2 Investor Representations. Investor represents and warrants to Company that: (a) Investor has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) Investor is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with a view to the distribution thereof; and (c) Investor has had the opportunity to review Company’s financial statements and other information necessary to evaluate the investment, and is able to bear the economic risk of the investment, including loss of the entire investment.

3. COVENANTS

3.1 Use of Proceeds. Company covenants that it will use the proceeds from the sale of the Securities for the purposes described in the business plan provided to Investor and as set forth below:

3.2 Information Rights. Company shall provide Investor with quarterly financial statements and such other information reasonably requested by Investor as set forth in any separate investor rights agreement. Company shall permit Investor or its authorized representatives to inspect Company’s books and records upon reasonable prior notice and during normal business hours.

4. TRANSFER RESTRICTIONS

Investor acknowledges that the Securities are subject to restrictions on transfer under applicable securities laws and that appropriate legends may be placed on the certificates (or electronic records) representing the Securities. Any permitted transfer shall be subject to the transferee’s agreement to be bound by the terms of this Agreement and any related agreements.

5. INDEMNIFICATION

Each Party (an "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (an "Indemnified Party") from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach by the Indemnifying Party of any representation, warranty or covenant contained in this Agreement, except to the extent such claims arise from the gross negligence or willful misconduct of the Indemnified Party.

6. CONFIDENTIALITY

Each Party agrees to maintain in confidence all non-public information received from the other Party in connection with the negotiation and performance of this Agreement, and not to disclose such information to third parties except (a) to affiliates, legal counsel or accountants on a need-to-know basis who are bound by confidentiality obligations, (b) as required by applicable law or regulation, or (c) with the prior written consent of the disclosing Party. The foregoing shall not apply to information that is or becomes publicly known other than by breach of this Section.

7. TERMINATION

This Agreement may be terminated prior to the Closing by mutual written consent of the Parties or by either Party if the Closing has not occurred by the Proposed Closing Date and such failure is not the result of the terminating Party's breach. Termination shall not relieve any Party of liability for breaches occurring prior to such termination.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at their respective addresses set forth below (or to such other address as a Party may designate by notice):

9. AMENDMENTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Parties. Any purported amendment not so executed shall be void and unenforceable.

10. WAIVER

The failure of any Party to insist upon strict performance of any provision of this Agreement shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No waiver shall be effective unless it is in writing and signed by the Party granting the waiver.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

This Agreement, together with any exhibits and schedules hereto and any definitive transaction documents executed in connection herewith, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired; provided that if any material term is so invalidated, the Parties shall negotiate in good faith to replace such provision with a valid and enforceable provision that achieves, to the extent possible, the original intent of the Parties.

14. 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. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

ADDITIONAL PROVISIONS

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