Issuance Legal Agreement

ISSUANCE LEGAL AGREEMENT

This Issuance Legal Agreement (the "Agreement") is made and entered into as of by and between Issuer Name: and Recipient Name: .

RECITALS

WHEREAS, Issuer is duly organized and validly existing under applicable law and is authorized to issue the securities described herein; and

WHEREAS, Recipient desires to receive, and Issuer desires to issue and deliver, certain securities of Issuer on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such issuance.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and for 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:

"Securities" means , consisting of units.

"Issuance Date" means .

"Purchase Price" means $ per security, unless otherwise set forth in an executed schedule.

2. ISSUANCE

Subject to the terms and conditions of this Agreement, on the Issuance Date Issuer shall issue and deliver to Recipient, and Recipient shall accept, the Securities against receipt of the Purchase Price and satisfaction of the closing conditions set forth in Section 6. Delivery shall occur by book-entry or certificate, as determined by Issuer, accompanied by a written instrument of transfer and any required legends.

3. CONSIDERATION

Recipient shall pay Issuer the aggregate Purchase Price of $, payable in cash or immediately available funds at closing, unless the parties agree in writing to alternative consideration, which shall be described in the Special Provisions section.

4. REPRESENTATIONS AND WARRANTIES

4.1 Issuer Representations. Issuer represents and warrants to Recipient that: (a) Issuer is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement will not violate Issuer's organizational documents or any material agreement, judgment, or law applicable to Issuer; and (c) upon issuance in accordance with this Agreement, the Securities will be validly issued, fully paid and non-assessable.

4.2 Recipient Representations. Recipient represents and warrants to Issuer that: (a) Recipient has full power and authority to enter into and perform this Agreement; (b) if an entity, Recipient's execution and performance has been authorized by all necessary corporate or other action; and (c) Recipient is acquiring the Securities for investment for its own account and not with a view to, or for resale in connection with, any distribution, and understands the restrictions on transfer set forth herein.

5. COVENANTS

Each party covenants to perform all further acts and execute and deliver all further documents necessary to carry out the intent and purposes of this Agreement, including but not limited to preparing and delivering certificates, stock transfer powers, opinions of counsel, corporate resolutions, and any filings required under applicable securities laws.

6. CONDITIONS TO ISSUANCE

The obligations of Issuer to issue the Securities and of Recipient to consummate the purchase are subject to the following conditions precedent: (a) the representations and warranties of the other party shall be true and correct as of the Issuance Date; (b) no injunction, order or law shall prohibit the issuance; (c) Issuer shall have received all approvals and consents required by its board of directors and any regulatory authority; and (d) Issuer and Recipient shall have exchanged the documents and instruments described in Section 5.

7. TRANSFER RESTRICTIONS; LEGENDS

Recipient agrees that the Securities shall be subject to restrictions on transfer under applicable securities laws and under Issuer's organizational documents. Certificates or book-entry records evidencing the Securities shall bear a legend summarizing the restrictions on transfer and referencing the provisions of this Agreement. If any certificate is presented for transfer in violation of such restrictions, Issuer may refuse to register such transfer.

8. CONFIDENTIALITY

Except as required by law or judicial process, the parties shall keep confidential the terms of this Agreement and any nonpublic information exchanged in connection with the transactions contemplated hereby for a period of , provided that disclosure to each party's advisors, investors, or lenders is permitted on a need-to-know basis subject to confidentiality obligations.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of such party's representations, warranties or covenants set forth in this Agreement, except to the extent caused by the indemnitee's gross negligence or willful misconduct.

10. NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the notice addresses set forth above or such other address as a party may designate by notice to the other.

11. AMENDMENT; 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 by a party in exercising any right shall operate as a waiver of that right.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws principles. Governing Jurisdiction:

13. ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits attached hereto and any documents executed in connection herewith, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such illegality, invalidity or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

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. Signatures delivered by electronic transmission shall be binding.

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