Legal Offering Documents

LEGAL OFFERING DOCUMENTS

This Offering Agreement (the "Agreement") is made as of Effective Date: by and between Issuer Name: with principal place of business at (the "Issuer"), and Subscriber Name: with principal address at (the "Subscriber").

RECITALS

WHEREAS, the Issuer proposes to offer and sell certain securities as described herein (the "Securities") to raise capital for corporate purposes and the Issuer desires to set forth the terms of such offering;

WHEREAS, the Subscriber desires to purchase and the Issuer desires to sell, on the terms and subject to the conditions set forth in this Agreement, the number and type of Securities specified below;

WHEREAS, the parties intend that the Issuer will rely upon the representations, warranties, covenants and agreements of the Subscriber contained in this Agreement in consummating the sale of the Securities.

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 securities described as . "Purchase Price" means the price per Security of and an aggregate purchase price of (the "Aggregate Price").

2. OFFERING AND SUBSCRIPTION

2.1 Subscription. Subject to the terms and conditions of this Agreement, the Subscriber hereby subscribes for and agrees to purchase from the Issuer, and the Issuer agrees to issue and sell to the Subscriber, Securities at the Purchase Price for an Aggregate Price equal to the Aggregate Price.

2.2 Payment. Payment of the Aggregate Price shall be delivered at Closing by wire transfer or other immediately available funds to an account designated by the Issuer in writing no fewer than business days prior to Closing.

3. CLOSING; CONDITIONS

3.1 Closing. The closing of the purchase and sale of the Securities (the "Closing") shall occur remotely or at such other place as the parties may agree on Closing Date: .

3.2 Conditions to the Issuer's Obligations. The obligations of the Issuer at the Closing are subject to the accuracy of the Subscriber's representations and the Subscriber's performance of its covenants, delivery of payment in full, and receipt of all approvals required by law.

3.3 Conditions to the Subscriber's Obligations. The obligations of the Subscriber at the Closing are subject to the accuracy of the Issuer's representations, completion of corporate approvals and the absence of any material adverse change in the Issuer's business or prospects since the Effective Date.

4. REPRESENTATIONS AND WARRANTIES

4.1 Issuer Representations. The Issuer represents and warrants to the Subscriber that (a) the Issuer is duly organized, validly existing and in good standing under its governing law; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action; and (c) the Securities, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and non-assessable, subject to any restrictions set forth herein.

4.2 Subscriber Representations. The Subscriber represents and warrants to the Issuer that (a) the Subscriber has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the Subscriber is acquiring the Securities for investment for its own account and not with a view to or for sale in connection with any distribution thereof; and (c) the Subscriber is an accredited investor under applicable securities laws if so required, as evidenced by the representations selected below.

5. TRANSFER RESTRICTIONS AND LEGENDS

5.1 Restriction on Transfer. The Subscriber acknowledges that the Securities are being acquired in a private offering and may not be sold or transferred except pursuant to a registration statement effective under applicable securities laws or an exemption therefrom.

5.2 Legend. Certificates evidencing Securities, if any, shall bear legends and such stop-transfer instructions as reasonably required by the Issuer to reflect the restrictions on transfer contained in this Agreement.

6. INDEMNIFICATION

Each party (an "Indemnifying Party") shall indemnify and hold harmless the other party and its affiliates and their respective officers, directors and agents (each an "Indemnified Party") from and against any losses, liabilities, damages, taxes, costs and expenses (including reasonable attorneys' fees) arising out of any breach of any representation, warranty or covenant of the Indemnifying Party contained in this Agreement; provided, however, that the Indemnifying Party shall not be liable for consequential damages except to the extent finally determined to have resulted from willful misconduct or gross negligence.

7. COVENANTS

The Issuer covenants that, from the Effective Date until the Closing, it will use commercially reasonable efforts to preserve its business and assets, provide the Subscriber with access to corporate records and financial information reasonably requested for due diligence, and obtain any necessary third-party consents required to consummate the offering.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth below or to such other address as either party may designate by written notice to the other.

9. MISCELLANEOUS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State specified for governing law: without regard to principles of conflicts of law.

9.2 Entire Agreement. This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral.

9.3 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 hereof shall not be affected or impaired thereby.

9.4 Amendments and Waivers. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay in exercising any right shall operate as a waiver.

9.5 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 effective as originals.

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