Exhibit 4.1


 


 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreement
(this “Agreement”) is entered into as of the date of acceptance set forth below (the “Acceptance Date”)
by and between CROE, INC., a corporation organized under the laws the state of Utah (the "Company"), and the undersigned,
___________________ (hereafter, the "Undersigned").


 


1.       Subscription.
The Undersigned hereby subscribes to purchase ___________________ units (“Units”), each Unit consisting 10,000
shares of common stock for an exercise price of $0.05 per share, substantially in the form attached to this Agreement. The purchase
price of the Units is Five Hundred Dollars ($500) per Unit. The Undersigned hereby tenders to the Company the amount of
____________________________ Dollars $___________________________ (the "Invested Amount") in exchange for these
Units. The Undersigned acknowledges that this Agreement is subject to acceptance, in full or in part, by the Company. If this Agreement
is rejected, the Company shall promptly return to the Undersigned the Invested Amount submitted to the Company with this Agreement
without interest or deduction.


 


2.       Warranties
of Company. The Company hereby represents and warrants that:


 


(a)       The
issuance of the Units to the Undersigned upon the terms and conditions set forth herein has been authorized by all requisite corporate
action;


 


(b)       The
Company is a corporation validly formed and existing in good standing as of the date hereof in Utah; and


 


3.       Investment
Intent. The Undersigned represents that it is acquiring the Units hereunder for investment and not with a view to the sale
or other distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
that the Undersigned has no present intention of selling or otherwise disposing of all or any portion of the Shares, Warrants,
or Shares convertible therefrom (collectively, the “Securities”). The Undersigned represents that it is acquiring the
Securities for the Undersigned's own account and that no one else has any beneficial ownership in the Units to be acquired hereby.


 


4.       Investment
Risks. The Undersigned acknowledges that:


 


(a)       There
are substantial risks incident to the acquisition of the Securities, and the Undersigned recognizes the speculative nature and
risks of loss associated with investments of this type; and


 


(b)       The Company has a very limited financial
and operating history and has yet to achieve a profit.


 




    	 



    	 



    

 


 


5.       Securities
Law Restrictions on Transfer. The Undersigned acknowledges that:


 


(a)       In
reliance upon the representations and warranties set forth herein, none of the Securities have been registered under federal law
with the United States Securities and Exchange Commission ("SEC") or under applicable state law registration requirements
and, accordingly, may not be offered, sold, or otherwise transferred, except in compliance with the applicable federal and state
law;


 


(b)       The
Undersigned must bear the economic risk of the Undersigned's investment in the Securities indefinitely, unless the Securities are
registered pursuant to the Securities Act and applicable state law or, in the opinion of counsel in the form and substance satisfactory
to The Company, an exemption from the registration requirement is available;


 


(c)       The
Undersigned cannot be assured that any exemption from the registration requirement of the Securities Act and applicable state law
will be available should the Undersigned desire to transfer any of the Securities, and, therefore, the Undersigned may not be able
to dispose of or otherwise transfer the Securities under the circumstances, in the amounts, or at the times proposed by the Undersigned;


 


(d)       Rule
144 promulgated by the SEC under the Securities Act, which provides for certain limited, routine sales of unregistered securities,
may not be available with respect to the Securities, and the Company is presently under no obligation to furnish the information
that might be necessary to enable the Undersigned to sell any of the Securities under Rule 144;


 


(e)       Only
the Company may file a registration statement with the SEC, and the Company is under no obligation to do so with respect to any
of the Securities; and


 


(f)       The
Undersigned understands that the Securities may each bear a legend substantially similar to the following, in addition to any other
legends required by federal or state laws:


 


THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR, IN THE OPINION OF COUNSEL IN FORM
AND SUBSTANCE AND SATISFACTORY TO THE ISSUER OF THE SECURITIES, SUCH OFFER, SALE, TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH.




    	 



    	 



    

 


 


6.       Access
to Information; Independent Investigation. The Undersigned, in making the decision to purchase the Units, has relied upon independent
investigations made by him or his representative, if any, and the Undersigned or his representative have, prior to any sale to
the Undersigned, been given access and the opportunity to ask questions of and to receive answers from, the Company or any person
acting on its behalf concerning the books and records of the Company, all material contracts, public filings, and documents of
the Company, and the terms and conditions of the transactions contemplated by this Agreement. The Undersigned or his representative
have been furnished with all materials relating to the business, finances, and operation of the Company and the Undersigned or
his representative has received complete and satisfactory answers to any and all inquiries relating thereto.


 


7.       Residence
or Domicile. The Undersigned represents that the Undersigned's address of principal residence (for individual purchasers) or
principal office (for non-individual purchasers) is as follows:


 


 


	 
	Street Address
	
         

         

	City                                                                           State/Country                         Postal Code
	
         

        ( )                                                          ( )

	Tel. No.                                                 Fax No.


 


8.       Execution
of Subscription Agreement. The Undersigned represents that the Undersigned has executed this Agreement either personally or
by its duly authorized representative and that the information that the Undersigned has provided herein is both accurate and complete.


 


9.       Entire
Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof
and supersedes any prior or contemporaneous oral or written agreements or understandings with respect to the subject matter hereof.


 


10.       Amendments.
This Agreement may be amended only in a writing that refers to this Agreement and that it is signed by both parties hereto.


 


11.       Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah.


 


IN WITNESS WHEREOF, the
Undersigned or its duly authorized representative has executed this Agreement on the date set forth on the attached signature page.




    	 



    	 



    

 


Signature Page to Subscription Agreement
with


CROE, INC.


 





	 	 	SIGNATURE OF INDIVIDUAL INVESTOR
	
         

         
	 	 
	Date	 	Name (please print)
	
         

         
	 	 
	Social Security No.	 	Signature
	 	 	 
	 	 	 
	 	 	SIGNATURES OF JOINT INVESTORS
	
         

         
	 	 
	Date	 	Name (please print)
	
         

         
	 	 
	Social Security No.	 	Signature
	
         

         
	 	 
	Date	 	Name (please print)
	
         

         
	 	 
	Social Security No.	 	Signature
	 	 	 
	Invested Amount $ __________________________	 	 
	 	 	 
	Make checks payable to:	 	 
	CROE, INC.	 	 
	11650 South State Street	 	 
	Suite 240	 	 
	Draper, Utah 84020	 	 




 


Subscriber hereby directs that the Units be held as follows (check
one):


 


____ Individual Ownership


____ Joint Tenants with right of Survivorship


____ Tenants in Common


____ Other (specify): ________________________________


 


ACCEPTANCE BY THE COMPANY


 


This Subscription Agreement is hereby accepted
by CROE, INC. as of __________________________, 2016 (the "Acceptance Date").


 


By:                                                                           


 


Its:                                                                           




    	 



    	 



    

Signature Page to Subscription Agreement
with


CROE, INC.


 


 





	 	 	SIGNATURE OF ENTITY INVESTOR
	
         

         
	 	 
	Date	 	Entity Name (please print)
	
         

         

         
	 	 
	Title of Authorized Representative	 	Name of Authorized Representative
	 	 	 
	 	 	 
	 	 	SIGNATURES OF JOINT INVESTORS
	
         

         
	 	 
	 	 	Signature
	 	 	 
	Invested Amount $ ____________________	 	 
	 	 	 
	Make checks payable to:	 	 
	CROE, INC.	 	 
	11650 South State Street	 	 
	Suite 240	 	 
	Draper, Utah 84020	 	 
	 	 	 
	 	 	 




 


 


 


Institution: 


 


 


 


 


 


 


 


ACCEPTANCE BY THE COMPANY


 


This Subscription Agreement is hereby accepted
by CROE, INC. as of _______________________, 2016 (the "Acceptance Date").


 


 


 


By                                                                            


 


 


Its