Securities Subscription Agreement (Private Placement)

# Securities Subscription Agreement (Private Placement) **PRIVATE PLACEMENT — NOT A PUBLIC OFFERING** **THIS OFFERING HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE SECURITIES OFFERED HEREBY ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING REGULATION D THEREUNDER, AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.** --- This Securities Subscription Agreement (this "Agreement") is entered into as of ___________, by and between: **Company:** ___________, a ___________, with its principal place of business at ___________ (the "Company"); and **Investor:** ___________, ___________, residing or having its principal place of business at ___________ (the "Investor"). --- ## ARTICLE 1 — SUBSCRIPTION FOR SECURITIES ### 1.1 Subscription Subject to the terms and conditions of this Agreement, the Investor hereby irrevocably subscribes for, and agrees to purchase from the Company, the following securities (the "Securities"): **Type of Security:** ___________ **Number of Securities / Principal Amount:** ___________ **Purchase Price Per Unit / Share / Note:** ___________ **Aggregate Subscription Amount:** ___________ (the "Subscription Amount") **Offering Round / Tranche:** ___________ The Securities are being offered pursuant to ___________ under the Securities Act of 1933, as amended (the "Securities Act"). ### 1.2 Payment The Investor shall pay the Subscription Amount by: (a) **Method:** ___________;