Investment Shares Agreement

INVESTMENT SHARES AGREEMENT

This Investment Shares Agreement (the "Agreement") is entered into as of by and between Company Name: , a organized under the laws of (the "Company"), and Investor Name: , a organized under the laws of (the "Investor").

RECITALS

WHEREAS, the Company is authorized to issue shares of its capital stock and desires to raise capital for business operations and expansion; and

WHEREAS, the Investor desires to purchase and the Company desires to sell shares of the Company's capital stock on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend that the purchase and sale of shares be governed by the representations, warranties, covenants, conditions and agreements contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Shares" means the number and class of securities to be issued to the Investor as described in Section 2. "Purchase Price" means the aggregate consideration to be paid by the Investor for the Shares as set forth in Section 2. "Closing" has the meaning set forth in Section 3.

2. PURCHASE AND SALE OF SHARES

Subject to the terms and conditions of this Agreement, at the Closing the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, shares of (the "Shares") for an aggregate Purchase Price of $ , payable as provided herein.

3. CLOSING

The Closing shall occur on the Closing Date at the Place of Closing or at such other time and place as the parties may agree in writing. At the Closing, the Company shall deliver to the Investor a certificate or certificates evidencing the Shares, registered in the name of the Investor, free and clear of all liens and encumbrances, and the Investor shall deliver the Purchase Price to the Company by the Payment Method.

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investor that, as of the date hereof and as of the Closing: (a) the Company is duly organized and validly existing under its formation laws and has full corporate power to own its properties and to carry on its business as now conducted; (b) the Shares when issued, sold and delivered in accordance with this Agreement will be validly issued, fully paid and nonassessable; (c) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action; (d) no consent, approval, or authorization of, or filing with, any governmental authority is required for the issuance of the Shares except as have been obtained or made.

5. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor represents and warrants to the Company that: (a) the Investor has the power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the Investor is acquiring the Shares for investment for its own account and not with a view to distribution; (c) the Investor has had the opportunity to ask questions and receive information from the Company concerning the Company, the Shares and the transactions contemplated by this Agreement and has obtained such information as it deems necessary to make an informed investment decision.

6. COVENANTS

From and after the Closing until such time as the Investor no longer holds any Shares, the Company shall: (a) provide to the Investor such financial statements and other information as it customarily provides to its shareholders or as reasonably requested by the Investor; (b) use commercially reasonable efforts to preserve its corporate existence and comply with applicable laws; and (c) not issue any additional shares or securities that would dilute the economic interest of the Investor without first obtaining the Investor's written consent where required by law or contract.

7. TRANSFER RESTRICTIONS; RIGHT OF FIRST REFUSAL

All Shares issued to the Investor shall be subject to restrictions on transfer set forth in the Company's organizational documents and any shareholders' or stockholders' agreement. Except as expressly permitted in such agreements, the Investor shall not transfer the Shares without first offering such Shares to the Company and the other holders on the same terms and conditions (right of first refusal). Any transfer in violation of these restrictions shall be null and void.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) resulting from any breach of such party's representations, warranties or covenants under this Agreement. The indemnification obligations of the parties shall survive the Closing for a period of unless otherwise agreed in writing.

9. CONDITIONS TO CLOSING

The obligations of the parties to effect the Closing are subject to customary conditions, including but not limited to: (a) the accuracy of the representations and warranties of the other party as of the Closing; (b) performance of covenants required by this Agreement; and (c) receipt of any required corporate approvals and consents. If any condition is not satisfied or waived, the party entitled to such condition may elect to terminate this Agreement by written notice to the other party.

10. TAXES

Unless otherwise agreed in writing, all transfer, documentary, stamp or other similar taxes, and any filing or recording fees, imposed by any governmental authority in connection with the issuance and transfer of the Shares shall be borne by the Company.

11. NOTICES

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

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom enforcement of the amendment, modification or waiver is sought. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

13. 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.

14. ENTIRE AGREEMENT

This Agreement, together with the schedules and exhibits hereto and any agreements executed in connection herewith, constitutes the sole and 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.

15. 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 thereby.

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. Delivery of an executed signature page by electronic transmission shall be effective as delivery of a manually executed counterpart.

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The parties acknowledge that they have had the opportunity to be represented by counsel in connection with this Agreement.

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