Investor Application Agreement

INVESTOR APPLICATION AGREEMENT

This Investor Application Agreement (the "Agreement") is made as of by and between Company Name: , a(n) Entity Type: Corporation Limited Liability Company Other and Investor Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Company proposes to offer and sell certain securities in a private offering described as: (the "Securities") pursuant to the terms and restrictions set forth herein; and

WHEREAS, the Investor desires to apply to subscribe for and purchase the Securities on the terms and subject to the conditions set forth in this Agreement and to make the representations, warranties and agreements contained herein to induce the Company to accept such subscription.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Purchase Amount" means the aggregate amount the Investor agrees to pay for the Securities, as set forth in Section 3. "Closing" means the delivery of Securities to the Investor following acceptance of this Application by the Company. "Securities Laws" means the federal and state statutes and regulations applicable to the offer, sale and transfer of the Securities.

2. APPLICATION; SUBSCRIPTION

The Investor hereby applies to subscribe for and purchase Securities in the Purchase Amount of $ upon the terms and subject to the conditions set forth in this Agreement. The Investor requests that the Securities be issued in the name of: .

3. PURCHASE PRICE AND PAYMENT

The Purchase Amount shall be paid by the Investor to the Company by wire transfer, cashier's check, or other method acceptable to the Company in its sole discretion. Payment instructions will be provided upon acceptance. Payment shall be made in immediately available funds at or prior to Closing.

4. REPRESENTATIONS AND WARRANTIES OF INVESTOR

The Investor represents, warrants and covenants to the Company that, as of the date hereof and as of the Closing:

(a) The Investor has the full power and authority to enter into this Agreement and to carry out its obligations hereunder. 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 the person executing this Agreement on behalf of the Investor has been duly authorized to do so.

(b) The Investor is acquiring the Securities for investment for the Investor's own account for long-term investment and not with a view to or for sale in connection with any distribution thereof, and the Investor will not sell or distribute the Securities in violation of applicable Securities Laws.

(c) The Investor is knowledgeable and experienced in financial and business matters and has such knowledge and experience as is necessary to evaluate the merits and risks of the investment contemplated by this Agreement, including the ability to bear the economic risk of the investment.

(d) The Investor is, and the Investor's investment in the Securities will be, in compliance with applicable Securities Laws. The Investor further certifies its investor category by checking one or more of the following:

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investor that: (a) the Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to execute, deliver and perform this Agreement; (b) the execution, delivery and performance of this Agreement by the Company will not violate its charter documents or any agreement, law or order applicable to it; and (c) the Securities, when issued and delivered in accordance with this Agreement and the Company's organizational records, will be validly issued, fully paid and non-assessable, subject to the terms herein and any restrictions on transfer set forth on the face of the Securities.

6. CONDITIONS TO CLOSING

The obligation of the Company to effect the Closing and the obligation of the Investor to consummate the purchase are subject to customary conditions precedent, including but not limited to: (a) the accuracy of each Party's representations and warranties as of the Closing; (b) the absence of any material adverse change in the business, financial condition or prospects of the Company; and (c) receipt by the Company of the Purchase Amount in cleared funds.

7. TRANSFER RESTRICTIONS; LEGENDS

The Investor understands that the Securities have not been registered under applicable Securities Laws and may be resold only in compliance with such laws, subject to the Company's right to require registration or impose legends and to refuse to register any transfer if transfer would not comply with applicable law. The Company may place customary legends on any certificate or book-entry notation representing the Securities.

8. TAX IDENTIFICATION

9. NOTICES

All notices, demands or other communications given or made under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), by nationally recognized overnight courier or by email with confirmation of receipt to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

10. INDEMNIFICATION

The Investor agrees to indemnify and hold harmless the Company and its affiliates and their respective directors, officers, employees and agents from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or based upon any breach of any representation, warranty, covenant or agreement of the Investor contained in this Agreement or any false statement made by the Investor in connection herewith.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed 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. 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.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of laws principles. This Agreement constitutes the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. MISCELLANEOUS

The Parties agree that a breach of Sections 4, 7 or 10 would cause irreparable harm to the non-breaching Party for which monetary damages would not be an adequate remedy and that the non-breaching Party shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

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