Private Placement Investment Agreement

PRIVATE PLACEMENT INVESTMENT AGREEMENT

This Private Placement Investment Agreement (the "Agreement") is made and entered into as of by and between Investor Name: , whose principal mailing address is , and Issuer Name: , a organized under the laws of .

RECITALS

WHEREAS, Issuer desires to offer and sell, and Investor desires to purchase, securities of the Issuer in a private placement transaction pursuant to exemptions from registration under applicable securities laws, on the terms and subject to the conditions set forth in this Agreement.

WHEREAS, Issuer has provided Investor with offering materials and has made available to Investor the opportunity to ask questions and receive answers concerning Issuer and the terms and conditions of the offering, and Investor has had the opportunity to obtain such additional information as Investor deems necessary.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to Investor's purchase of the securities on the terms and subject to the conditions described herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants 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 class and number of securities to be purchased by Investor as specified in Section 2. "Closing" means the consummation of the purchase and sale described in Section 4. "Affiliate" has the meaning set forth in Rule 405 under the Securities Act of 1933 as in effect on the date hereof.

2. PURCHASE AND SALE

Subject to the terms and conditions of this Agreement, Investor hereby agrees to purchase, and Issuer agrees to sell and issue to Investor, the following securities:

3. PURCHASE PRICE; PAYMENT

The purchase price payable by Investor for the Securities shall be per unit/share, for an aggregate purchase price of . Payment of the purchase price shall be made in immediately available funds by wire transfer or other means acceptable to Issuer at or prior to the Closing.

4. CLOSING

The Closing shall occur on or at such other time and date as the parties may mutually agree in writing. At the Closing, Issuer shall deliver to Investor certificates or book-entry evidence representing the Securities, free and clear of all liens and encumbrances, and Investor shall deliver the purchase price to Issuer.

5. REPRESENTATIONS AND WARRANTIES OF ISSUER

Issuer represents and warrants to Investor that, as of the date hereof and as of the Closing: (a) Issuer is a duly organized and validly existing entity in good standing under the laws of its jurisdiction of formation and has full corporate or limited liability company power and authority to enter into and perform this Agreement; (b) issuance of the Securities has been duly authorized by all necessary corporate action and, when issued and paid for in accordance with the terms hereof, will be validly issued, fully paid and nonassessable except as provided by applicable law; (c) to Issuer's knowledge, there is no pending or threatened action, suit, claim or proceeding that would reasonably be expected to materially impair Issuer's ability to perform its obligations under this Agreement; and (d) the disclosure materials provided to Investor do not contain any untrue statement of a material fact or omit to state a material fact required to make the statements contained therein not misleading.

6. REPRESENTATIONS AND WARRANTIES OF INVESTOR

Investor represents and warrants to Issuer that: (a) Investor has full power and authority to enter into and perform this Agreement; (b) Investor is acquiring the Securities for investment for Investor's own account and not with a view to the distribution thereof; (c) Investor has received and reviewed the offering materials and has had the opportunity to ask questions of, and receive answers from, Issuer regarding the terms and risks of the offering; (d) Investor acknowledges that the Securities have not been registered under applicable securities laws and may be subject to transfer restrictions; and (e) Investor understands and accepts the risks of loss of investment inherent in a private placement investment in a privately held issuer.

7. COVENANTS

From the date hereof until the Closing and for a period of 90 days thereafter, except as otherwise agreed in writing, Issuer shall use reasonable best efforts to preserve its corporate existence, comply with applicable laws, and perform and satisfy all material agreements, obligations and conditions required to effectuate the transactions contemplated by this Agreement.

8. CONDITIONS TO CLOSING

The obligations of each party to consummate the Closing are subject to the satisfaction or waiver of customary closing conditions, including the accuracy of the other party's representations and warranties as of the Closing, performance of covenants, receipt of any required consents or approvals, and the absence of any law or order that would make the transactions contemplated by this Agreement illegal or unenforceable.

9. TRANSFER RESTRICTIONS

The Securities shall be subject to restrictions on transfer, including legend requirements, right of first refusal, lock-up, and other restrictions consistent with the terms of this Agreement and applicable securities laws. Investor agrees not to transfer any Securities unless such transfer is made in compliance with applicable securities laws and any transfer restrictions set forth in Issuer's organizational documents or shareholder agreements.

10. ACCREDITED INVESTOR CERTIFICATION

Investor represents and warrants that Investor is an accredited investor as defined under applicable securities laws. Please indicate applicable investor entity type(s) below:

11. USE OF PROCEEDS

Issuer agrees to apply the proceeds of the sale of Securities as described in its offering materials. Issuer shall not use proceeds for purposes that would constitute a misappropriation or misuse of funds contrary to representations made to Investor.

12. FEES AND EXPENSES

Each party shall bear its own fees and expenses incurred in connection with the negotiation, preparation and performance of this Agreement, except that Issuer shall pay any placement fees or commissions expressly agreed in writing between Issuer and Investor.

13. CONFIDENTIALITY

Investor agrees to keep confidential all non-public information furnished by Issuer that is designated as confidential or that reasonably should be understood to be confidential. This confidentiality obligation shall not apply to information that (a) is or becomes publicly available through no breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is required to be disclosed by law or order of a court or governmental authority.

14. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, agents and affiliates from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of such party's representations, warranties or covenants contained in this Agreement, except to the extent such losses result from the indemnified party's gross negligence or willful misconduct.

15. SURVIVAL

The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing for the period specified herein or, if no period is specified, for two years after the Closing, except that matters involving fraud, willful misconduct or indemnity obligations shall survive as required by law.

16. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, addressed to the parties at the addresses set forth below or at such other address as either party may designate in writing.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws of the state of , without regard to its conflicts of law principles.

18. ENTIRE AGREEMENT

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

19. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed only to the extent necessary to make it enforceable, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

20. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver of that right. 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.

21. MISCELLANEOUS

Headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. References to sections and schedules refer to sections and schedules of this Agreement unless otherwise specified. The parties agree to execute such further documents and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

EXHIBITS AND SCHEDULES

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