Subscription Agreement
ocstoc Legal Agreements
This Subscription Agreement is an essential document for selling stock to
individual investors. It serves to solicit information concerning the investor’s
sophistication, past investment, income, net worth, and other relevant
information. Also, it protects the Company with various representatives and
warranties made by the prospective investor.
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY, INCLUDING AS TO LEGAL EFFECT OR COMPLETENESS. They are for guidance and should be
modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own
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®
are not a substitute for the advice of your own attorney. Subject to our Terms of Service
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Entire document © Docstoc, Inc., 2010, 2011
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Attorney Drafted
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (hereinafter "Agreement") is made as of ____ [Month]
____ [Date] 20___ [Year], by and between ________________________________
[Instruction: Insert name of purchaser], with registered address at
_______________________________ [Instruction: Insert address of purchaser] (hereinafter
“Purchaser”), and ____________________ [Instruction: Insert name of company], a Louisiana
corporation (hereinafter “Company”). The Purchaser and the Company may individually be
referred to as “Party” or collectively as “Parties”.
1. SALE OF SECURITIES
The Purchaser hereby agrees to purchase ___________ [Instruction: Insert the number of
shares the purchaser agrees to purchase] shares of the Company's Common Stock
(hereinafter "Shares") for an aggregate purchase price of ___________ (___) [Instruction:
Insert the aggregate purchase price e.g., One thousand ($1000)] dollars, payable by cash,
check, or other means acceptable to the Company, receipt of which the Company hereby
acknowledges. The Company shall deliver a certificate representing the Shares as soon as is
practicable after the date of this Agreement. The Shares are sometimes referred to
collectively as the "Securities."
2. REPRESENTATIONS OF THE PURCHASER
Because of the exemptions from the registration requirements of the Uniform Securities Act
(1956) (the "Act") and of any applicable state securities act (a "State Act") and from the
qualification requirements of the Louisiana Corporate Securities Law (the "Law") relied upon
by the Company in making the sale of the Securities to the Purchaser, the Purchaser hereby
warrants that the Purchaser:
a. Is experienced in evaluating and investing in start-up and emerging growth businesses
such as the Company, has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the
Securities, and has the ability to bear the economic risk of such an investment;
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b. Is aware that the Securities are highly speculative and that there can be no assurance as to
what return, if any, there may be;
c. Has received, reviewed, and understood the Company’s Articles of Incorporation and all
such information concerning the Company as the Purchaser has requested;
d. Is aware of the Company's business affairs and financial condition and has, at a
reasonable time prior to the date hereof, had the opportunity to ask questions and receive
answers concerning the terms and conditions of the purchase and sale of the Securities
and to obtain any additional information which the Company possessed or could acquire
without unreasonable effort or expense necessary to verify the accuracy of any
information furnished or to which the Purchaser had access;
e. Is purchasing the Securities for investment for the Purchaser's own account only and not
with a view to, or for resale in connection with, any distribution thereof;
f. Understands that the Securities have not been registered under the Act or any State Act
and that their offer and sale have not been qualified under the Law by reason of specific
exemptions there from, which exemptions may depend upon, among other things, the
bona fide nature of the Purchaser's investment intent as expressed herein. In this
connection, the Purchaser understands that, in the view of the Commission, the statutory
basis for one such exemption from the Act may not be available if the Purchaser
presently intends to hold the Securities for a minimum capital gains period under the tax
statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for
a year or any other fixed period in the future;
g. Further understands that the Securities must be held indefinitely unless they are
subsequently registered under the Act and any State Act and their offer and sale qualified
under the Law or exemptions from such registration and such qualification are available.
In this connection, the Purchaser understands that the Company is under no obligation to
effect such registration or qualification or to assure the availability of any such
exemption;
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h. Is aware of Rule 144 promulgated under the Act, which permits limited public resale of
stock acquired in a non-public offering subject to the satisfaction of certain conditions,
including, among other things, the availability of certain current public information about
the issuer, the passage of not less than one year after the holder has purchased and
completed payment for the stock to be sold, effectuation of the sale on the public market
through a broker in an unsolicited "broker's transaction" or to a "market maker", and
compliance with specified limitations on the amount of securities to be sold (generally,
1% of the total amount of common stock outstanding) during any three month period;
provided, however, that such conditions need not be met by a person who is not an
affiliate of the issuer at the time of sale and has not been an affiliate for the preceding
three months if the securities have been beneficially owned by such person for at least
two years before the date of such sale. The Purchaser understands that the Securities may
not be publicly traded or the Company may not be satisfying the current public
information requirements of Rule 144 at the time the Purchaser wishes to sell the
Securities; and, thus, the Purchaser may be precluded from selling any of the Securities
under Rule 144 even though the one-year minimum holding period may have been
satisfied. In addition, the Purchaser is aware that Rule 144 does not affect the Purchaser's
obligations under any State Act or under the Law and, notwithstanding the availability of
Rule 144, the Securities may not be sold unless they are registered under any State Act
and their offer and sale are qualified under the Law or exemptions from such registration
and such qualification are available.
i. Further understands that the Securities may be subject to certain other restrictions on
transfer under any State Act.
3. SECURITIES LEGENDS
The certificate(s) evidencing the Securities will be imprinted with such legends as counsel
for the Company shall determine, including the following:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR THE PURCHASER'S OWN ACCOUNT AND NOT WITH A VIEW
TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF.
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NO SALE OR OTHER DISPOSITION OF SUCH SECURITIES MAY BE EFFECTED
WITHOUT THE (1) REGISTRATION OF SUCH SECURITIES UNDER THE
UNIFORM SECURITIES ACT (1956), AS AMENDED, AND UNDER ANY
APPLICABLE STATE SECURITIES ACT, AND (2) QUALIFICATION OF THE
OFFER AND SALE OR DISPOSITION UNDER THE APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION AND
QUALIFICATION ARE NOT REQUIRED.
4. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersedes any and all other agreements or understandings between
the Parties with respect to such subject matter.
5. AMENDMENTS
No change in any term or condition contained herein shall be valid unless set forth in writing
signed by each of the Parties hereto.
6. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon, and shall inure to the benefit of, the respective heirs,
executors, administrators, successors, and assigns of each of the Parties hereto.
7. NOTICE
Any notice required or permitted to be given in connection herewith shall be in writing and
shall be deemed given when personally delivered or, if mailed by certified mail, return
receipt requested, postage prepaid, three (3) days after deposited in the United States Mail, to
the address set forth below or at such other address as may be provided by the addressee
from time to time pursuant to this Section:
If to the Purchaser: __________________
__________________
__________________
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If to the Company: __________________
__________________
__________________
8. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the internal laws
of the State of Louisiana without reference to principles of conflict of law.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
hereinabove written.
PURCHASER COMPANY
____________________ ____________________
Signature Signature
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◊Where within this document you see this symbol: ◊ or an instruction states “Insert any number you choose◊,”
or something similar, or there is a blank for the user to complete, please note that although Docstoc believes the
information or number may be any that the user chooses, and that there is no law governing what the
information or number should be, you might want to verify this, including by consulting with your own attorney
practicing in your state, and be reasonable.
INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY
OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF
INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL
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WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS
INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
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and that you have read and agree to our Terms of Service
(http://www.docstoc.com/popterm.aspx?page_id=15), as well as our disclaimer that Legal information is not
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"Docstoc is unable to and does not provide legal advice, and please further note that laws change and are
regularly amended, therefore, the names and section numbers of statutes within this document may not be
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accuracy of statutory references."
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