Public Offering Document

PUBLIC OFFERING AGREEMENT

This Public Offering Agreement (the Agreement) is entered into by and between:

RECITALS

WHEREAS, the Issuer proposes to conduct a public offering of securities consisting of (the Securities) in an aggregate principal amount not to exceed $ at an anticipated offering price of $ per unit; and

WHEREAS, the Agent has represented to the Issuer that it possesses the experience and resources necessary to advise, manage and place the Securities in the public markets in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the offering, sale and distribution of the Securities.

SCOPE OF WORK

The Agent shall perform the services described below in connection with the Offering. The Agent's obligations include preparation and coordination of offering materials, marketing, book‑building, allocation of Securities, coordination with legal counsel and transfer agents, and all customary placement and distribution activities reasonably necessary to effect the Offering.

OFFERING TERMS

Offering Type:    Expected Effective Date:

PAYMENT TERMS

Underwriting / Placement Fee (to Agent): of gross proceeds, subject to customary adjustments and reimbursements.

Retainer / Advance (if any): payable upon execution of this Agreement.

Late Payment: Interest on late payments shall accrue at or the highest rate permitted by law, whichever is lower.

Expenses: The Issuer shall reimburse the Agent for reasonable and documented out‑of‑pocket expenses incurred in connection with the Offering, including printing, filing, travel and legal expenses, subject to a cap of $ unless otherwise approved in writing.

TERM AND TERMINATION

Term Commencement: .    Anticipated Termination: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for material breach shall be effective upon written notice if such breach remains uncured for days after notice.

CONFIDENTIALITY

Each party shall maintain the confidentiality of nonpublic information disclosed by the other party in connection with the Offering and shall not disclose such information to any third party except to its affiliates, legal counsel, accountants and prospective investors on a need‑to‑know basis and subject to confidentiality obligations at least as protective as those set forth herein. Confidential information shall not include information that is or becomes publicly available through no breach of this Agreement, or is rightfully received from a third party without restriction.

The obligations of confidentiality shall survive termination of this Agreement for a period of years.

  The undersigned parties acknowledge and agree to the confidentiality provisions above.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Issuer represents and warrants that it has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, that all information provided to the Agent for use in the Offering is true, complete and not misleading in any material respect, and that the Issuer will comply with applicable securities laws and regulatory requirements in connection with the Offering.

Agent represents and warrants that it will perform its services in a commercially reasonable manner consistent with industry standards, will use commercially reasonable efforts to place the Securities, and will comply with applicable laws, rules and regulations in performing services under this Agreement.

INDEMNIFICATION

The Issuer agrees to indemnify and hold harmless the Agent and its affiliates, officers, directors, employees and agents from and against any and all losses, claims, damages and liabilities (including reasonable legal fees) arising out of any untrue statement or alleged untrue statement in any offering materials, or any omission or alleged omission of material facts, except to the extent that such loss arises from the Agent's gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of that state for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any schedules or exhibits expressly incorporated 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 written or oral. Any amendment or waiver of any provision of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Notices under this Agreement shall be delivered to the addresses set forth above or such other addresses as either party may designate by notice in writing. Headings are for reference only and shall not affect interpretation. If any provision is held unenforceable, the remainder shall remain in full force and effect.

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