Legal Investor Draft Agreement

LEGAL INVESTOR DRAFT AGREEMENT

This Investor Draft Agreement (the "Agreement") is made as of by and between Company Name: with its principal place of business at (hereinafter "Company"), and Investor Name: with mailing address at (hereinafter "Investor"). Company and Investor are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Company is engaged in the business described in its organizational documents and seeks capital to finance business operations and growth; and

WHEREAS, Investor desires to purchase and the Company desires to issue and sell certain securities of the Company on the terms and conditions set forth herein; and

WHEREAS, the Parties intend this Agreement to set forth the material terms of the proposed purchase and sale and to govern the relationship of the Parties pending definitive documentation and Closing as defined below.

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:

"Securities" means the shares of to be issued by the Company to Investor pursuant to this Agreement.

"Purchase Price" means the aggregate amount to be paid by Investor for the Securities, equal to $ .

2. PURCHASE AND SALE

Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 3) Company shall issue and sell to Investor, and Investor shall purchase from Company, the Securities for the Purchase Price. The number of Securities to be issued shall be and the price per share shall be $ .

3. CLOSING

The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on at such place and time as the Parties may mutually agree. At the Closing, Investor shall deliver the Purchase Price to Company by wire transfer or other mutually agreed form of immediately available funds, and Company shall deliver to Investor share certificates or electronic evidence of issuance, free and clear of all liens except as expressly permitted herein.

4. REPRESENTATIONS AND WARRANTIES OF COMPANY

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

(a) Organization and Authority. Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full corporate power and authority to enter into and perform its obligations under this Agreement.

(b) Valid Issuance. The Securities, when issued and delivered against payment therefor in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, and no consents or approvals are required other than those expressly set forth in this Agreement.

(c) No Conflicts. The execution, delivery and performance of this Agreement by Company do not and will not (i) violate any provision of Company’s organizational documents, (ii) result in a breach of any material agreement or instrument to which Company is a party, or (iii) require any material consent from any third party, except as disclosed in writing to Investor.

5. REPRESENTATIONS AND WARRANTIES OF INVESTOR

Investor represents and warrants to Company that:

(a) Authority. Investor has full power and authority to execute and deliver this Agreement and perform its obligations hereunder.

(b) Investment Purpose; Accredited Status. Investor is acquiring the Securities for investment for Investor's own account and not with a view to resale or distribution. Investor certifies that Investor is an accredited investor: (check if true).

(c) Reliance. Investor understands that the Securities have not been registered under applicable securities laws and that transfer of the Securities will be subject to restrictions under applicable law and this Agreement.

6. COVENANTS

Company covenants that, from the date hereof until the Closing, Company shall (a) carry on its business in the ordinary course, (b) use commercially reasonable efforts to preserve its business organization and relationships with suppliers and customers, and (c) provide Investor with reasonable access to the books and records of the Company upon reasonable request and subject to confidentiality obligations.

7. TRANSFER RESTRICTIONS

The Securities shall be subject to customary restrictions on transfer. Investor agrees not to transfer any Securities except in compliance with applicable securities laws and the right of first refusal and repurchase rights, if any, set forth in the Company's organizational documents, as in effect on the date of this Agreement.

8. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its affiliates and their respective officers, directors, employees and agents (each, an "Indemnified Party") from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of any representation, warranty, covenant or agreement made by the Indemnifying Party in this Agreement, except to the extent such losses arise from the bad faith or gross negligence of the Indemnified Party.

9. CONFIDENTIALITY

Each Party shall hold in confidence and not disclose to any third party any nonpublic information received from the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, except as required by law or regulation or to the Party's professional advisors on a need-to-know basis who are bound by confidentiality obligations.

10. CONDITIONS TO CLOSING

The obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or written waiver) at or prior to the Closing of customary conditions, including (a) the accuracy of the other Party's representations and warranties, (b) the performance by the other Party of its covenants hereunder, and (c) receipt of any required third-party consents identified in writing prior to the Closing.

11. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the Parties at their respective addresses set forth below or at such other address for a Party as shall be specified by like notice.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is set forth in a written instrument signed by the Parties. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws of the State of without regard to conflict of laws principles that would result in the application of any other law.

14. ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and definitive transaction 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 and contemporaneous agreements, representations, warranties and understandings of the Parties, whether written or oral.

15. SEVERABILITY

If any term or provision of this Agreement is declared 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 invalid, illegal or unenforceable provision shall be reformed so as to give maximum effect to the intent of the Parties.

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. Signatures delivered by electronic means shall be effective as originals for all purposes.

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