Investor Signature Agreement

INVESTOR SIGNATURE AGREEMENT

This Investor Signature Agreement (the Agreement) is entered into as of by and between Investor Name: with Address: , and Company Name: with Address: .

RECITALS

WHEREAS, the Company proposes to issue and sell to the Investor, and the Investor proposes to purchase from the Company, certain securities on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their agreement with respect to the purchase, the representations and warranties of each party, covenants, transfer restrictions and related matters concerning such securities; and

WHEREAS, the parties intend that the Company may rely upon the representations, warranties and covenants of the Investor in consummating the issuance and sale of the securities.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: (a) "Securities" means the shares, units or other equity or debt instruments to be issued by the Company to the Investor as described in Section 2; (b) "Closing" means the consummation of the purchase and sale of the Securities as set forth in Section 6; and (c) "Purchaser" means the Investor identified above.

2. PURCHASE AND SUBSCRIPTION

Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company, and the Company agrees to sell to the Investor, the following Securities:

Number and Type of Securities:

Purchase Price: $ payable in cash at Closing by wire transfer or other immediately available funds acceptable to the Company.

Closing Date: on or before , or such other date as the parties may agree in writing.

3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor represents and warrants to the Company that, as of the date hereof and as of the Closing: (a) the Investor has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement by the Investor will not violate any law, judgment, contract or agreement to which the Investor is a party or by which the Investor is bound; (c) the Investor is acquiring the Securities for investment for the Investor's own account and not with a view to, or for sale in connection with, any distribution thereof; and (d) the Investor has received all information regarding the Company and the Securities that the Investor considers necessary or desirable to make an informed investment decision.

Accredited Investor Certification: The Investor represents that the Investor is an "accredited investor" as defined under applicable securities law. If applicable, describe basis for accreditation:

4. 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 full corporate power and authority to carry on its business as now conducted; (b) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable in accordance with its terms; (c) the Securities, when issued and delivered in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable (subject to applicable legend and transfer restrictions); and (d) to the Company's knowledge, there are no actions, suits or proceedings pending or, to the Company's knowledge, threatened that would materially impair the rights of the Investor under this Agreement.

5. COVENANTS

The Company covenants that between the date hereof and the Closing it will (a) use its reasonable efforts to preserve its corporate existence, assets and business relationships; (b) not issue any securities or take any action that would materially and adversely affect the rights of the Investor with respect to the Securities without the Investor's prior written consent; and (c) deliver to the Investor evidence of corporate authorization and such other documents as reasonably requested to effectuate the transactions contemplated by this Agreement.

6. TRANSFER RESTRICTIONS; LEGEND

The Securities shall be subject to customary transfer restrictions under applicable securities laws and the Company's organizational documents. Certificates or book-entry positions evidencing the Securities shall bear a legend substantially in the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER APPLICABLE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED ABSENT REGISTRATION OR AN EFFECTIVE EXEMPTION THEREFROM." The Investor agrees not to transfer the Securities except in compliance with such restrictions.

7. CONDITIONS TO CLOSING

The obligations of each party to consummate the Closing are subject to the satisfaction (or written waiver) of customary conditions, including the accuracy of the other party's representations and warranties as of the Closing, the performance of covenants, and the delivery of all documents, certificates and instruments reasonably required by the parties in connection with the issuance and sale of the Securities.

8. CONFIDENTIALITY

Each party agrees to keep confidential and not to disclose any non-public information concerning the business, affairs or financial condition of the other party obtained in connection with this Agreement, except as required by applicable law or as necessary to enforce rights under this Agreement. The foregoing confidentiality obligation shall survive for years following the date hereof.

9. INDEMNIFICATION

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants of the Indemnifying Party contained in this Agreement, except to the extent such losses result from the gross negligence or willful misconduct of the Indemnified Party.

10. NOTICES

Notices to Investor

Notices to Company

All notices hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after being mailed by certified mail, return receipt requested, to the addresses provided above (or such other address as a party may designate in writing).

11. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties. No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement 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, of the parties.

14. 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.

15. 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. Facsimile or electronic signatures shall be treated as originals for all purposes.

16. ADDITIONAL PROVISIONS

Additional Terms (if any):

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