Subscription Agreement

Parties

This Subscription Agreement (this "Agreement") is entered into as of [Date], by and between:

[Issuer Name], a [jurisdiction and entity type] (the "Issuer"); and

[Subscriber Name], a [jurisdiction and entity type or individual] (the "Subscriber").

The Issuer and the Subscriber are referred to individually as a "Party" and collectively as the "Parties."

Subscription Details

1Subscription

1.1 Subscription. Subject to the terms of this Agreement, the Subscriber agrees to subscribe for, and the Issuer agrees to issue, the Securities identified in the Subscription Details for the Aggregate Subscription Amount.

1.2 Payment. The Subscriber shall pay the Aggregate Subscription Amount on or before the Closing Date in accordance with the payment instructions provided by the Issuer.

1.3 Acceptance. This Agreement shall become binding upon execution by the Subscriber and acceptance by the Issuer.

2Closing

2.1 Closing. The closing of the subscription (the "Closing") shall take place on the Closing Date or on such other date as the Parties may agree in writing.

2.2 Issuance of Securities. At the Closing, the Issuer shall issue the Securities to the Subscriber upon receipt of the Aggregate Subscription Amount.

2.3 Deliverables. At the Closing, each Party shall deliver the documents and other items applicable to it as set out in Schedule A.

3Subscriber Representations

The Subscriber represents and warrants to the Issuer that, as of the date of this Agreement and the Closing:

3.1 Capacity and Authority. The Subscriber has the requisite capacity and authority to enter into and perform this Agreement.

3.2 Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of the Subscriber, enforceable against it in accordance with its terms.

3.3 No Conflict. The execution, delivery, and performance of this Agreement do not violate any applicable law or any agreement binding upon the Subscriber.

3.4 Investment. The Subscriber is acquiring the Securities for its own account or as otherwise disclosed to the Issuer and not with a view to any distribution in violation of applicable securities laws.

3.5 Information. The Subscriber has received the Offering Documents and has had an opportunity to obtain such additional information as it considers necessary to evaluate the investment.

4Issuer Representations

The Issuer represents and warrants to the Subscriber that, as of the date of this Agreement and the Closing:

4.1 Organization and Authority. The Issuer is duly organized, validly existing, and has the requisite power and authority to enter into and perform this Agreement.

4.2 Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of the Issuer, enforceable against it in accordance with its terms.

4.3 Authorization. The execution, delivery, and performance of this Agreement, and the issuance of the Securities, have been duly authorized by all necessary corporate or organizational action.

4.4 Valid Issuance. Upon the Closing and receipt of the Aggregate Subscription Amount, the Securities will be duly issued in accordance with the applicable Transaction Documents and Applicable Law.

4.5 No Conflict. The execution, delivery, and performance of this Agreement do not violate the Issuer's organizational documents, any material agreement binding upon the Issuer, or Applicable Law.

5General

5.1 Further Assurances. Each Party shall execute and deliver such additional documents and take such further actions as may be reasonably necessary to give effect to this Agreement.

5.2 Amendments. No amendment or modification of this Agreement shall be effective unless made in writing and signed by both Parties.

5.3 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that the Issuer may assign this Agreement to a successor in connection with a merger, consolidation, or sale of substantially all of its assets, provided such successor assumes the Issuer's obligations under this Agreement.

5.4 Notices. Any notice required or permitted under this Agreement shall be in writing and delivered by personal delivery, recognized courier, electronic mail, or any other agreed method to the addresses specified in Schedule B or to such other address as a Party may designate by written notice.

5.5 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 laws principles.

5.6 Jurisdiction. The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [--] for the resolution of any dispute arising out of or relating to this Agreement.

5.7 Entire Agreement. This Agreement, together with the Subscription Details and the schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings relating thereto.

5.8 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

5.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic signatures shall be deemed original signatures to the fullest extent permitted by Applicable Law.

In Witness Whereof

The Parties have executed this Subscription Agreement as of the date first written above.

Issuer

[Issuer Name]

Subscriber

[Subscriber Name]

ASchedule A — Closing Deliverables

Deliverables of the Subscriber

• Executed Subscription Agreement.
• Payment of the Aggregate Subscription Amount.
• Such additional information or documentation may be reasonably requested by the Issuer to complete the subscription.

Deliverables of the Issuer

• Executed Subscription Agreement.
• Evidence of issuance of the Securities.
• Such additional documents may be reasonably required to complete the Closing.

BSchedule B — Contact Details

Issuer

Subscriber