Legal Subscription Packet

LEGAL SUBSCRIPTION PACKET

This Legal Subscription Packet (the "Agreement") is made as of by and between Issuer Name: , a business entity formed under the laws of: , with principal address: , and Subscriber Name: , an individual or entity with principal address: .

RECITALS

WHEREAS, the Issuer is authorized to issue securities described herein and desires to raise capital on the terms and conditions set forth in this Agreement; and

WHEREAS, the Subscriber desires to subscribe for and purchase, and the Issuer is willing to sell and issue, the number and class of securities set forth below, subject to the representations, warranties and covenants contained in this Agreement.

WHEREAS, the parties intend that the consummation of the transactions contemplated herein comply with applicable federal and state securities laws and other applicable law.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SUBSCRIPTION

1.1 Subscription. The Subscriber hereby irrevocably subscribes for and agrees to purchase from the Issuer units/shares of (the "Securities") at a purchase price of $ per unit, for an aggregate purchase price of $ (the "Purchase Price"), payable as provided herein.

1.2 Payment. Payment of the Purchase Price shall be made at closing by wire transfer, certified check, or other method agreed in writing. Method of payment: Wire transfer Certified check Other

2. CLOSING

2.1 Closing Date. The closing of the purchase and sale of the Securities (the "Closing") shall occur on or such other date as the parties may mutually agree in writing.

2.2 Closing Deliverables. At the Closing, the Subscriber shall deliver: (a) the Purchase Price in immediately available funds; (b) this Agreement executed by the Subscriber; and (c) any certificates, signatures, and documents reasonably requested by the Issuer to evidence the Subscriber's authority and the accuracy of Subscriber's representations. At the Closing, the Issuer shall deliver: (a) evidence of the issuance of the Securities; (b) an incumbency or secretary's certificate authorizing the issuance; and (c) copies of the Issuer's organizational documents as reasonably requested.

3. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

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

(a) Authority. If the Subscriber is an entity, it has been duly organized and is validly existing under its governing law and has full power and authority to enter into and perform this Agreement. If an individual, Subscriber has full capacity to execute this Agreement.

(b) Purchase Intent. Subscriber is acquiring the Securities for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof in violation of applicable securities laws.

(c) Accredited Investor Status. Subscriber represents that Subscriber meets the criteria of an accredited investor under applicable law. Please indicate applicable category (check all that apply):

(d) Source of Funds. The funds used to purchase the Securities are not derived from illegal activities and are not subject to any third-party claims. Describe source of funds if required:

(e) Information. Subscriber has been given access to such information regarding the Issuer as Subscriber has reasonably requested and has had the opportunity to ask questions and receive answers concerning the Issuer and the terms and conditions of the offering.

(f) No Conflicting Obligations. The execution and performance of this Agreement do not and will not (i) violate any law or regulation applicable to Subscriber, (ii) conflict with the organizational documents of Subscriber, or (iii) result in a breach of any agreement to which Subscriber is a party.

4. REPRESENTATIONS AND WARRANTIES OF ISSUER

The Issuer represents and warrants to Subscriber that:

(a) Organization and Authority. The Issuer is duly formed and validly existing under the laws of its jurisdiction and has full power and authority to enter into this Agreement and to carry out the transactions contemplated herein.

(b) Authorization; Valid Issuance. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or organizational action. When issued and paid for in accordance with this Agreement, the Securities will be duly authorized, validly issued, fully paid and non-assessable.

(c) Compliance with Laws. To the Issuer's knowledge, the Issuer's offer and sale of the Securities, as contemplated hereby, comply with applicable securities laws and no consent, approval or authorization of any governmental authority is required except as expressly disclosed to Subscriber in writing.

5. TRANSFER RESTRICTIONS; TICKETS AND LEGENDS

The Subscriber acknowledges that the Securities are subject to restrictions on transfer under applicable securities laws and under agreements, certificates, or legends to be placed on any security certificates. Any attempted transfer in violation of such restrictions shall be void. Certificates for Securities may bear appropriate legends restricting transfer.

6. INDEMNIFICATION

Subscriber shall indemnify and hold harmless the Issuer and its officers, directors, agents and affiliates from and against any losses, claims, damages or liabilities (including reasonable attorneys' fees) arising out of any breach of Subscriber's representations, warranties or covenants contained in this Agreement. The Issuer shall indemnify the Subscriber against losses arising from any untrue statement or omission in the Issuer's representations or in the Issuer's documents delivered at Closing.

7. NOTICES

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

8. MISCELLANEOUS

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State or jurisdiction chosen by the Issuer: , without regard to conflicts of law principles.

8.2 Entire Agreement. This Agreement, together with any schedules, exhibits, and documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written.

8.3 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 shall not in any way be affected or impaired thereby.

8.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

8.5 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. Delivery of an executed counterpart by electronic means (including facsimile or electronic image) shall be effective as delivery of an original.

9. ADDITIONAL SUBSCRIBER INFORMATION

10. EXECUTION

The parties have executed this Agreement as of the date first written above. Each person signing on behalf of an entity represents and warrants that he or she has the authority to bind that entity to this Agreement.

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