Exhibit 4.1

SUBSCRIPTION AGREEMENT

This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between LEGION CAPITAL CORPORATION, a Florida corporation (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the Offering Circular (as defined below).

RECITALS

WHEREAS, the Company desires to offer Series A Corporate Bonds (the “Bonds”) and Series A Redeemable Preferred Stock, par value $0.01 per share (the “Preferred Stock”) on a “best efforts” basis pursuant to Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Tier 2 offerings (the “Offering”), for total gross proceeds of up to $40,000,000 (the “Offering”);

WHEREAS, the Investor desires to acquire that number of shares of Bonds or Preferred Stock as set forth on the signature page hereto (collectively, the “Securities”) at the purchase price set forth herein; and

WHEREAS, the Offering will terminate on the earlier of 12 months from the date the Offering Circular is re-qualified for sale (which date may be extended for an additional 90 days in our sole discretion) or the date when all Bonds and Shares have been sold. (in each case, the “Termination Date”).

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1. Subscription.

(a)       The Investor hereby irrevocably subscribes for and agrees to purchase the number of Securities set forth on Exhibit A hereto at the rate of $1,000 per Bond or share of Preferred Stock (the “Purchase Price”), upon the terms and conditions set forth herein. The aggregate purchase price for the Securities with respect to each Investor is payable in the manner provided in Sections 2 and 3 below. The minimum number of Bonds or shares of Preferred Stock, as applicable, that the Investor may purchase is ten for a subscription price of $10,000. The Company will accept tenders of funds to purchase the Securities. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Form 1-A Regulation A+ Offering Circular dated February 19, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on February 26, 2020 [and the Form 1-A Post Qualification Offering Circular filed with the SEC on March 19, 2020, as amended on [ ] and as further amended on [ ] and again qualified by the SEC on [ ] (collectively, the “Offering Circular”)].

(b)        Investor understands that if they are subscribing for the Bonds, the Bonds contain an automatic rollover feature. The Investor acknowledge and agrees under, that the Bonds will all automatically roll over for successive periods on the identical terms to the original period, unless the Company calls the Bond(s) or the holder of such Bond(s) provides 60 days written notice to the Company, at the address for the Company set forth in Section 8 hereto, on forms and in such manner as established by the Company from time to time, of the intent of the holder to have the respective Bond not rollover to a successive period, and instead elects to have the Bond paid at original maturity in accordance with its terms.

(d)       This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Securities that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate.

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2.       Payment and Purchase Procedure. The Purchase Price shall be paid simultaneously with Investor’s subscription. Investor shall deliver payment for the aggregate purchase price of the Securities by check, ACH deposit or by wire transfer to an account designated by the Company in Section 3 below.

3.       Purchase Procedure. The Investor acknowledges that, in order to subscribe for Securities, he must, and he does hereby, deliver to the Company: (a) a fully completed and executed counterpart of the Signature Page and Exhibit A attached to this Subscription Agreement; and (b) payment for the aggregate Purchase Price in the amount set forth on the Signature Page attached to this Agreement. Payment may be made by either check, ACH deposit, or wire transfer. The documents required in (a) above may be delivered to the Company’s address below where Investor’s shall send checks or via electronic correspondence to invest@legioncapital.com. Please send checks to the Company at Legion Capital Corporation, Attention: Investor Services, 301 E. Pine Street, Suite 850, Orlando, FL 32801. Wire/ACH instructions to the Company:

Legion Finance, LLC

Routing Number (Wire): 043000096

Routing Number (ACH): 267084199

Account Number (Wire or ACH): 121 963 0968

Bank Name: PNC Bank, 201 E. Pine Street, Suite 102, Orlando, FL 32801

 4.       Miscellaneous. This Subscription Agreement shall be governed by the laws of the State of Florida without regard to conflicts of law principals. None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Investor. In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement. This Subscription Agreement supersedes all prior discussions and agreements between the parties, if any, with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

[SIGNATURE PAGE TO FOLLOW]

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INVESTOR CERTIFIES THAT HE HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE INVESTOR HEREIN IS TRUE AND COMPLETE.

IN WITNESS WHEREOF, this Subscription Agreement is executed as of the [   ].

Signature of Investor:

Name of Investor:

Address of Investor:

Electronic Mail Address:

ACCEPTED BY: LEGION CAPITAL CORPORATION

Signature of Authorized Signatory: __________________________________

Name of Authorized Signatory: Jim Byrd, Chief Executive Officer

Date of Acceptance: _________________, 2020.

[Signature Page to Subscription Agreement]

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EXHIBIT A