Legal Subscription Booklet

LEGAL SUBSCRIPTION BOOKLET

This Legal Subscription Booklet is made effective as of the day of , (the Effective Date), by and between Issuer Name: , with principal address at ; and Subscriber Name: , with principal address at .

RECITALS

WHEREAS, Issuer is duly organized and validly existing under the laws of the state or jurisdiction set forth in Issuer Jurisdiction: and is authorized to issue the securities described in this Booklet;

WHEREAS, Subscriber desires to subscribe for and purchase, and Issuer desires to sell and issue, the securities on the terms and subject to the conditions set forth in this Booklet;

WHEREAS, the parties intend that the subscription and related instruments set forth herein constitute the definitive agreement between the parties with respect to the subject matter hereof.

NOW THEREFORE

In consideration of the covenants and agreements contained in this Booklet 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 Booklet, the following terms shall have the meanings set forth below unless the context otherwise requires:

"Subscription Securities" means the securities subscribed for by Subscriber under Section 2, specified as Class/Series: .

"Purchase Price" means the aggregate amount to be paid by Subscriber for the Subscription Securities as set forth in Section 3.

2. SUBSCRIPTION

Subscriber hereby irrevocably subscribes for and agrees to purchase from Issuer, and Issuer agrees to issue to Subscriber, the number of Subscription Securities set forth below subject to the terms and conditions of this Booklet.

3. PAYMENT; CLOSING

The Purchase Price shall be payable at the Closing by wire transfer of immediately available funds or by certified funds, as elected below. Payment method: Wire transfer Certified check

The Closing shall occur on the Closing Date: day of , or at such other time as the parties may agree in writing.

At the Closing, Issuer shall deliver to Subscriber a certificate or book-entry notation evidencing the Subscription Securities, free and clear of liens except as permitted herein, and Subscriber shall deliver the Purchase Price to Issuer.

4. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

Subscriber represents and warrants to Issuer that, as of the Effective Date and at the Closing:

(a) Organization and Authority. If Subscriber is an entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Booklet.

(b) Investment Purpose. Subscriber is acquiring the Subscription Securities for investment for its own account and not with a view to the distribution thereof in violation of applicable securities laws.

(c) Accredited Investor Status. Subscriber affirms that it meets at least one of the following criteria (check all that apply):

5. REPRESENTATIONS AND WARRANTIES OF ISSUER

Issuer represents and warrants to Subscriber that, as of the Effective Date and at the Closing:

(a) Organization and Authority. Issuer is duly organized, validly existing and in good standing under the laws of the jurisdiction set forth in Issuer Jurisdiction and has full corporate power and authority to execute and deliver this Booklet and to perform its obligations hereunder.

(b) Authorization and Valid Issuance. All corporate or other proceedings necessary for the authorization, execution and delivery of the Subscription Securities and the performance by Issuer of its obligations have been taken and the Subscription Securities, when issued and delivered in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable.

6. TRANSFER RESTRICTIONS AND LEGENDS

Subscriber acknowledges that the Subscription Securities have not been registered under applicable securities laws and that any certificate or book-entry notation representing the Subscription Securities shall bear a legend restricting transfer in the absence of a registration statement in effect or an opinion of counsel reasonably acceptable to Issuer that such registration is not required.

Subscriber further agrees not to sell, transfer, pledge or otherwise dispose of the Subscription Securities except in compliance with applicable law and the restrictions set forth in this Booklet.

7. COVENANTS

Issuer covenants that, until the earlier of such time as the Subscription Securities are registered for resale under applicable securities laws or an exemption is available for a proposed transfer, Issuer will use commercially reasonable efforts to provide such information as is reasonably required by Subscriber to effect any permitted transfer or registration, subject to customary confidentiality protections.

Each party shall comply with all applicable laws in the performance of its obligations under this Booklet.

8. CLOSING DELIVERABLES

At the Closing, Issuer shall deliver (a) a certificate or book-entry confirmation evidencing the Subscription Securities, duly executed and, where applicable, endorsed for transfer; (b) such other documents as reasonably requested by Subscriber to evidence Issuer's compliance with the representations and covenants herein.

At the Closing, Subscriber shall deliver (a) the Purchase Price in accordance with Section 3; and (b) a duly executed subscription certificate in the form annexed to this Booklet or otherwise acceptable to Issuer.

9. NOTICES

All notices required or permitted under this Booklet shall be in writing and shall be delivered to the parties at their addresses set forth below (or at such other address as either party may designate by notice to the other party).

10. TAXES

Except as otherwise provided herein, all transfer, documentary, stamp or similar taxes, if any, imposed by reason of the issuance of the Subscription Securities shall be paid by Subscriber. Issuer shall cooperate with Subscriber to minimize taxation to the extent permitted by law.

11. INDEMNIFICATION

Subscriber agrees to indemnify and hold harmless Issuer, its officers, directors and agents from and against any and all losses, claims, damages, liabilities and expenses (including reasonable fees of counsel) arising out of any breach by Subscriber of its representations, warranties or covenants contained in this Booklet.

12. GOVERNING LAW

This Booklet shall be governed by and construed in accordance with the laws of the State or jurisdiction specified here: , without regard to principles of conflicts of law.

13. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

This Booklet, including any schedules or exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral. If any provision of this Booklet is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment or waiver of any provision of this Booklet shall be effective unless in writing and signed by both parties.

14. COUNTERPARTS; EXECUTION

This Booklet may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic or facsimile transmission shall be deemed binding originals.

15. ADDITIONAL TERMS

CERTIFICATIONS

Subscriber certifies the accuracy of the representations and warranties set forth in this Booklet and understands that Issuer is relying upon such certifications in accepting the subscription. Subscriber further certifies that the funds used to pay the Purchase Price are not derived from illegal activities and that Subscriber will promptly notify Issuer in writing of any change in the accuracy of the foregoing certifications prior to the Closing.

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