Legal Share Issuance Agreement

LEGAL SHARE ISSUANCE AGREEMENT

This Share Issuance Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Issuer Name: , an entity: Corporation LLC Partnership , with principal place of business at (hereinafter "Issuer"), and Subscriber Name: , an entity: Individual Corporation LLC , with principal place of business at (hereinafter "Subscriber").

RECITALS

WHEREAS, Issuer is authorized to issue shares of its capital stock of the class set forth below and Subscriber has requested to acquire a portion of such shares on the terms and conditions set forth in this Agreement; and

WHEREAS, Issuer desires to issue and sell, and Subscriber desires to purchase, Shares as defined herein, subject to the representations, warranties, covenants and conditions contained in this Agreement.

WHEREAS, the parties intend that the issuance of Shares comply with applicable securities laws and be effective upon the Closing described below.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Shares" means shares of stock of Issuer, subject to adjustment as provided herein.

"Purchase Price" means per share, for an aggregate purchase price of , subject to customary adjustments.

2. ISSUANCE AND PURCHASE

2.1 Issuance. Subject to the terms and conditions of this Agreement, at the Closing Issuer shall issue and sell to Subscriber, and Subscriber shall purchase from Issuer, the Shares.

2.2 Closing. The closing of the purchase and sale of the Shares (the "Closing") shall take place on Closing Date: at such location or by such electronic exchange as the parties mutually agree.

3. PURCHASE PRICE; PAYMENT

3.1 Payment. At the Closing, Subscriber shall deliver to Issuer the Purchase Price by wire transfer or certified funds acceptable to Issuer, in immediately available funds, against delivery of share certificates or book-entry evidence of issuance.

3.2 Allocation. The parties shall allocate the Purchase Price among the Shares for all tax purposes consistent with applicable law and the parties' reasonable intentions.

4. REPRESENTATIONS AND WARRANTIES OF ISSUER

Issuer represents and warrants to Subscriber as of the date hereof and as of the Closing that:

(a) Organization and Authority. Issuer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has the requisite corporate or other power and authority to execute, deliver and perform this Agreement.

(b) Authorization; Valid Issuance. All corporate or other action required to authorize the issuance of the Shares has been taken. Upon payment of the Purchase Price, the Shares will be duly authorized, validly issued, fully paid and nonassessable, free of any liens or encumbrances other than those expressly set forth in this Agreement.

5. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

Subscriber represents and warrants to Issuer that:

(a) Authority; Investment Purpose. Subscriber has full power and authority to enter into this Agreement and the Shares are being acquired for Subscriber's own account for investment and not with a view to distribution.

(b) Accredited Investor. To the extent required by applicable securities law, Subscriber is an accredited investor and is able to bear the economic risk of the investment.

6. CONDITIONS TO CLOSING

6.1 Conditions to Subscriber's Obligations. Subscriber's obligation to purchase the Shares is subject to the accuracy of Issuer's representations, the performance of Issuer's covenants, and the receipt by Subscriber of duly executed certificates or book-entry confirmation evidencing the Shares free of preemptive rights, subject only to the restrictions set forth in this Agreement.

6.2 Conditions to Issuer's Obligations. Issuer's obligation to issue the Shares is subject to the accuracy of Subscriber's representations and the receipt of the Purchase Price in accordance with Section 3.

7. TRANSFER RESTRICTIONS; LEGENDS

7.1 Restrictions. The Shares issued hereunder shall be subject to resale restrictions under applicable securities laws and to any rights of first refusal, buy-back rights or other transfer restrictions set forth in Issuer's organizational documents or in this Agreement.

7.2 Legends. Each certificate or book-entry evidencing the Shares shall bear legends, in form and substance reasonably satisfactory to Issuer, reflecting the restrictions on transfer and the lack of registration under applicable securities laws.

8. COVENANTS

8.1 Compliance with Laws. Each party shall comply with all applicable laws and regulations in the performance of its obligations under this Agreement.

8.2 Further Assurances. Each party shall execute and deliver such further instruments and take such further actions as may be reasonably required to consummate the transactions contemplated by this Agreement.

9. INDEMNIFICATION

9.1 Indemnity by Issuer. Issuer shall indemnify and hold harmless Subscriber from and against any losses, claims, damages or liabilities arising out of any breach of Issuer's representations, warranties or covenants contained in this Agreement.

9.2 Indemnity by Subscriber. Subscriber shall indemnify and hold harmless Issuer from and against any losses arising out of any breach of Subscriber's representations, warranties or covenants contained in this Agreement or misuse of the Shares by Subscriber.

10. NOTICES

Issuer Notice Address:

Subscriber Notice Address:

All notices, requests, consents and other communications under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice in accordance with this Section.

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Issuer and Subscriber. No failure or delay by any party in exercising any right shall operate as a waiver.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of Governing State: without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for any disputes arising under this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall continue in full force and effect.

14. 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 original signatures.

ADDITIONAL TERMS

Special Terms or Conditions (if any):

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