IPO Subscription Agreement

IPO SUBSCRIPTION AGREEMENT

This IPO Subscription Agreement (the "Agreement") is entered into as of by and between Company: , a corporation organized under the laws of , with its principal place of business at (the "Company"), and Subscriber: , with principal address at (the "Subscriber").

RECITALS

WHEREAS, the Company intends to conduct an initial public offering ("IPO") of its common stock and to file a registration statement or otherwise effect a public distribution of shares of the Company's common stock (the "Offering");

WHEREAS, the Company desires to sell and issue, and the Subscriber desires to subscribe for and purchase, shares of the class specified below on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the parties intend that the Subscriber's subscription will become binding at the Closing (as defined below) upon satisfaction of the conditions set forth herein.

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 hereby acknowledged, the parties agree as follows:

1. SUBSCRIPTION

1.1 Subscription. Subject to the terms and conditions of this Agreement, the Subscriber hereby subscribes for and agrees to purchase from the Company shares of (the "Shares").

1.2 Purchase Price. The purchase price per Share shall be and the aggregate purchase price for the Shares shall be (the "Purchase Price").

2. PAYMENT; CLOSING

2.1 Payment. The Subscriber shall pay the Purchase Price to the Company in immediately available funds by wire transfer, certified check, or such other method as the parties may mutually agree. Payment method:

2.2 Closing. The closing of the purchase and sale of the Shares (the "Closing") shall take place remotely or at such other location as the parties may agree on (the "Closing Date"). At the Closing, (a) the Subscriber shall deliver the Purchase Price in accordance with Section 2.1, and (b) the Company shall deliver to the Subscriber a certificate representing the Shares or evidence of book-entry issuance, free and clear of any liens except as disclosed to the Subscriber.

3. CONDITIONS TO CLOSING

3.1 Conditions to Subscriber's Obligations. The obligations of the Subscriber to purchase the Shares are subject to the accuracy, at the Closing, of the representations and warranties of the Company contained in Section 5 and the fulfillment, at or prior to the Closing, of each of the following conditions: (a) the registration statement or prospectus relating to the IPO shall have been declared effective or otherwise be available for the Offering; (b) no injunction or order shall be in effect that restrains or prohibits the Offering; and (c) the Company shall have delivered such documents, certificates and instruments as the Subscriber may reasonably request to evidence the matters set forth herein.

3.2 Conditions to Company's Obligations. The obligations of the Company to issue the Shares are subject to the accuracy, at the Closing, of the representations and warranties of the Subscriber contained in Section 6 and the fulfillment of customary closing conditions, including receipt by the Company of the Purchase Price.

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Subscriber as of the date of this Agreement and as of the Closing that: (a) the Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to execute, deliver and perform this Agreement and to issue the Shares; (b) the Shares, when issued and paid for in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and free of any preemptive rights of any third party except as disclosed in writing to the Subscriber; (c) there are no actions, suits or proceedings pending or threatened which would prevent consummation of the transactions contemplated by this Agreement; and (d) the issuance of the Shares will not violate any material agreement to which the Company is a party.

5. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

The Subscriber hereby represents and warrants to the Company that: (a) the Subscriber has full power, authority and legal right to enter into and perform this Agreement and to purchase and hold the Shares; (b) the Subscriber is acquiring the Shares for investment for its own account and not with a view to distribution in violation of applicable securities laws; (c) the Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Shares and can bear the economic risk of such investment; and (d) the Subscriber is not relying on any representation or warranty other than those expressly set forth in this Agreement.

6. COVENANTS

6.1 Registration, Lock-Up and Transfer Restrictions. The Subscriber acknowledges that, subject to applicable securities laws and exchange policies, the Shares may be subject to lock-up agreements or transfer restrictions customary in IPO transactions, and agrees to abide by any lock-up arrangement reasonably requested by the Company or managing underwriters.

6.2 Cooperation. Each party shall cooperate in good faith to take all actions reasonably necessary to consummate the transactions contemplated by this Agreement, including the execution and delivery of customary certificates and affidavits.

7. INDEMNIFICATION

7.1 Indemnification by Company. The Company shall indemnify and hold harmless the Subscriber, its affiliates and their respective officers, directors, employees and agents from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any untrue statement of a material fact or omission to state a material fact required to be stated or necessary to make other statements herein not misleading in any offering documents used in the Offering, except to the extent such untrue statement or omission is based on information provided by the Subscriber.

7.2 Indemnification by Subscriber. The Subscriber shall indemnify the Company for any losses, liabilities and expenses arising out of any breach of Subscriber's representations, warranties or covenants in this Agreement, including claims that the Subscriber offered or sold the Shares in violation of applicable securities laws.

8. MISCELLANEOUS

8.1 Notices. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, overnight courier, certified mail (return receipt requested) or electronic delivery to an address agreed in writing. Notices shall be effective upon receipt.

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

8.3 Entire Agreement. This Agreement, together with any schedules or exhibits expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral.

8.4 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable while preserving the parties' intent.

8.5 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay in exercising any right or remedy shall operate as a waiver thereof.

8.6 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.

9. CONFIDENTIALITY

The Subscriber agrees that any non-public information received from the Company in connection with the Offering shall be kept confidential and used solely for purposes of evaluating and consummating the Subscription, except as required by applicable law or regulation.

10. ADDITIONAL PROVISIONS

10.1 Further Assurances. Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the provisions and purposes of this Agreement.

10.2 Expenses. Except as otherwise provided in this Agreement, each party shall pay its own fees and expenses incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby.

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