Shares Subscription Agreement

SHARES SUBSCRIPTION AGREEMENT

This Shares Subscription Agreement (the Agreement) is made as of by and between Company Name: a Corporation Limited Liability Company organized under the laws of with principal place of business at (Company), and Subscriber Name: with address (Subscriber).

RECITALS

WHEREAS, the Company is authorized to issue shares of its capital stock and desires to raise capital by issuing and selling shares on the terms and conditions set forth in this Agreement; and

WHEREAS, the Subscriber desires to subscribe for and purchase from the Company, and the Company desires to sell to the Subscriber, the number and class of shares set forth below subject to the representations, warranties, covenants and conditions contained herein.

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

1. SUBSCRIPTION

1.1 Subscription. Subject to the terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company shares of (Shares).

1.2 Purchase Price. The purchase price per Share shall be and the aggregate subscription amount payable by the Subscriber shall be (Purchase Price).

1.3 Payment. Payment of the Purchase Price shall be made at the Closing (as defined below) by Wire transfer Certified check Other:

2. CLOSING

2.1 Closing. The closing of the purchase and sale of the Shares (the Closing) shall occur on at or such other date, time and place as the parties shall mutually agree in writing.

2.2 Deliveries at Closing. At the Closing, (a) the Subscriber shall deliver the Purchase Price in immediately available funds; and (b) the Company shall deliver evidence of issuance of the Shares, duly endorsed or accompanied by instruments of transfer, and such other documents as are reasonably required to effect the issuance and transfer of the Shares to the Subscriber free and clear of any liens or encumbrances.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Subscriber that, as of the date hereof and as of the Closing: (a) Organization and Authority: the Company is duly organized, validly existing and in good standing under its organizational laws and has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) Authorization: the execution, delivery and performance of this Agreement have been duly authorized by all requisite corporate action and this Agreement constitutes a valid and binding obligation of the Company enforceable in accordance with its terms; (c) Capitalization: the authorized capital stock, issued and outstanding shares, and any securities convertible into or exercisable for Shares are as set forth in the Company’s records and no preemptive or similar rights exist with respect to the issuance of the Shares except as set forth in the Company’s governing instruments; and (d) Registration and Compliance: the issuance of the Shares to the Subscriber will, when issued in accordance with this Agreement and the Company’s governing documents, be validly issued, fully paid and nonassessable.

4. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

The Subscriber represents and warrants to the Company that, as of the date hereof and as of the Closing: (a) Organization or Capacity: if the Subscriber is an entity, it is duly organized and has the requisite power and authority to enter into this Agreement; if an individual, the Subscriber has legal capacity to enter into this Agreement; (b) Investment Purpose: the Subscriber is acquiring the Shares 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) Access to Information: the Subscriber has had the opportunity to ask questions and receive answers concerning the Company and its business, to review the Company's business, financial condition and affairs, and to obtain such information as the Subscriber deems necessary to make an informed investment decision; and (d) Accredited Investor Status: The Subscriber represents that it is an accredited investor under applicable securities law: Yes No

5. CONDITIONS TO CLOSING

5.1 Conditions to Subscriber’s Obligations. The obligations of the Subscriber to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Subscriber: (a) the Company’s representations and warranties shall be true and correct in all material respects; (b) the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and (c) the Company shall have delivered the documents required by Section 2.2.

5.2 Conditions to Company’s Obligations. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Company: (a) the Subscriber’s representations and warranties shall be true and correct in all material respects; and (b) the Subscriber shall have delivered the Purchase Price.

6. COVENANTS

6.1 Further Assurances. Each party shall execute and deliver such other documents and take such further actions as may be reasonably required to carry out the provisions of this Agreement and to consummate the transactions contemplated hereby.

6.2 Restrictions on Transfer. The Subscriber agrees that, for a period of following the Closing, the Subscriber will not transfer any Shares except in compliance with applicable securities laws and with the prior written consent of the Company, which consent shall not be unreasonably withheld.

7. INDEMNIFICATION

7.1 Indemnification by the Company. The Company shall indemnify and hold harmless the Subscriber from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of any breach of the Company’s representations, warranties or covenants in this Agreement.

7.2 Indemnification by the Subscriber. The Subscriber shall indemnify and hold harmless the Company from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of any breach of the Subscriber’s representations, warranties or covenants in this Agreement or any transfer of the Shares in violation of this Agreement.

8. CONFIDENTIALITY

The parties acknowledge that the terms of this Agreement and all non-public information exchanged in connection with the transactions contemplated hereby are confidential. Neither party shall disclose such information to any third party except (a) to its representatives who need to know such information and who are bound by confidentiality obligations, (b) as required by applicable law or regulation, or (c) with the prior written consent of the other party. This confidentiality obligation shall survive termination of this Agreement for a period of two (2) years.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at their respective addresses set forth below (or to such other address as a party may designate by written notice to the other party in accordance with this Section).

10. MISCELLANEOUS

10.1 Governing Law. 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.

10.2 Entire Agreement. This Agreement, together with the schedules and documents delivered pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, both written and oral, between the parties with respect thereto.

10.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

10.4 Amendments; Waiver. This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver.

10.5 Counterparts. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

10.6 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that the Company may assign to a successor in connection with a merger, consolidation or sale of substantially all of its assets.

11. EXECUTION

Each party acknowledges that it has read and understands this Agreement, that it has had the opportunity to obtain independent legal advice, and that it enters into this Agreement voluntarily and with full knowledge of its legal consequences.

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