Legal Stock Subscription Agreement

LEGAL STOCK SUBSCRIPTION AGREEMENT

This Stock Subscription Agreement (the "Agreement") is made and entered into as of by and between Company Name: , a corporation/limited liability company organized under the laws of , with its principal place of business at (the "Company"), and Subscriber Name: , with mailing address at (the "Subscriber"). The Company and Subscriber are each a "Party" and collectively the "Parties."

Recitals

WHEREAS, the Company's board of directors or other governing body has authorized the issuance and sale of shares of its capital stock, subject to the terms and conditions set forth herein; and

WHEREAS, the Subscriber desires to subscribe for and purchase, and the Company desires to sell and issue to the Subscriber, shares of the Company's capital stock on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Parties intend that the issuance and purchase of such shares occur at the Closing described herein and pursuant to the representations, warranties, covenants and agreements contained in this Agreement.

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

Capitalized terms used in this Agreement and not otherwise defined shall have the meanings set forth below. "Shares" means shares of stock of the Company. "Purchase Price" means per share, for an aggregate subscription price of .

2. Subscription; Acceptance

2.1 Subscription. Subject to the terms and conditions of this Agreement, Subscriber hereby irrevocably subscribes for and agrees to purchase the Shares at the Purchase Price, and the Company agrees to issue and sell the Shares to Subscriber upon the terms set forth in this Agreement.

2.2 Acceptance. The subscription set forth herein is expressly conditioned upon the Company delivering to the Subscriber a written acceptance of this subscription at or before the Closing. The Company may accept or reject the subscription in whole or in part in its sole discretion in accordance with applicable law and the Company's governing documents.

3. Closing; Payment

3.1 Closing. The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of the Company or such other place as the Parties may agree on or by electronic exchange of documents, on a date that is (the "Closing Date").

3.2 Payment. At the Closing, Subscriber shall pay the Purchase Price by to the order of the Company. Receipt of such funds shall be a condition precedent to issuance of the Shares.

4. Representations and Warranties of the Company

The Company represents and warrants to Subscriber as of the date hereof and as of the Closing Date that:

(a) Organization and Authority. The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction set forth above, has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, and this Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation enforceable against the Company in accordance with its terms.

(b) Capitalization. The authorized and outstanding shares of the Company's capital stock, both on an as-converted basis and otherwise, are as represented to Subscriber in writing. Upon issuance and payment therefor in accordance with this Agreement, the Shares will be duly authorized, validly issued, fully paid and nonassessable.

5. Representations and Warranties of Subscriber

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

(a) Authority; Binding Obligation. Subscriber has full power, authority and legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes the valid and binding obligation of Subscriber, enforceable in accordance with its terms.

(b) Investment Intent; No Public Distribution. Subscriber is acquiring the Shares for investment for Subscriber's own account and not with a view to or for sale in connection with any distribution thereof, except in compliance with applicable securities laws.

(c) Access to Information. Subscriber has received all information regarding the Company and its business that Subscriber considers necessary or appropriate to evaluate the investment, has had the opportunity to ask questions and receive answers from the Company's authorized representatives, and has had the chance to obtain such additional information as Subscriber has deemed necessary.

(d) Accredited Investor Status. Subscriber hereby represents that Subscriber is an "accredited investor" as defined under applicable securities laws: Yes

6. Covenants; Restrictions on Transfer

6.1 Restrictions. Subscriber acknowledges that the Shares have not been registered under applicable securities laws and agrees not to sell, assign, pledge, transfer or otherwise dispose of any Shares except pursuant to an effective registration statement or an applicable exemption from registration.

6.2 Legend. Certificates or electronic book-entry records evidencing the Shares shall bear legends reflecting the restrictions on transfer and any stop-transfer instructions required by the Company.

7. Conditions to Closing

7.1 Conditions to Subscriber's Obligations. Subscriber's obligation to purchase the Shares at the Closing is subject to the accuracy of the Company's representations and warranties, the performance of the Company's covenants, and the delivery of certificates or electronic evidence of the Shares free and clear of all liens, except those permitted by this Agreement.

7.2 Conditions to Company's Obligations. The Company's obligation to issue and sell the Shares is subject to the accuracy of Subscriber's representations and warranties, performance of Subscriber's covenants and receipt of the Purchase Price in immediately available funds.

8. Indemnification

Subscriber agrees to indemnify and hold harmless the Company and its officers, directors and affiliates from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Subscriber's representations, warranties or covenants contained herein or any untrue statement of material fact made by Subscriber in connection with this Agreement.

9. Notices

Company Notice Address

Subscriber Notice Address

All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or to such other address as a Party may designate by notice to the other Parties in accordance with this Section.

10. Amendments; Waiver; Counterparts

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by each Party. No failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof. 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.

11. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The Parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the county in which the Company has its principal executive office.

12. Entire Agreement; Severability

This Agreement, together with any schedules and exhibits hereto and any documents executed pursuant hereto, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the Parties. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be severed or reformed only to the extent necessary, and the remaining provisions shall remain in full force and effect.

13. 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 of this Agreement and to consummate the transactions contemplated hereby.

14. Miscellaneous

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. Wherever any masculine, feminine or neuter term is used herein, it shall be deemed to include the others, as the context requires. References to "including" or "includes" shall mean "including, without limitation."

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