VIEWS: 30 PAGES: 6 CATEGORY: Equity Financing POSTED ON: 12/16/2011
This Subscription Agreement is an essential document for selling stock to individual investors. It serves as protection for the company and to solicit information from the investors. This agreement limits the financial liability of the investor and the investor has no say in company decisions. It contains standard information that is typically included in subscription agreements including the parties' names, the number and price of shares and the expectations of the parties. This document should be used by a small business or start-up located in Michigan when selling stock to individual investors.
Docstoc Legal Agreements This Subscription Agreement is an essential document for selling stock to individual investors. It serves as protection for the company and to solicit information from the investors. This agreement limits the financial liability of the investor and the investor has no say in company decisions. It contains standard information that is typically included in subscription agreements including the parties' names, the number and price of shares and the expectations of the parties. This document should be used by a small business or start- up located in Michigan when selling stock to individual investors. ® DISCLAIMERS: ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general 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 risk. 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All Rights Reserved 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 the “Purchaser”), and ____________________ [Instruction: Insert name of company], a Michigan corporation (hereinafter the “Company”). The Purchaser and the Company may individually be referred to as “Party” or collectively as the “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 dollars ($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 Michigan 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; 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; © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 1 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; 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 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. 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: __________________ __________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 __________________ If to the Company: __________________ __________________ __________________ 8. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the internal laws IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first hereinabove written. PURCHASER COMPANY ____________________ ____________________ Signature Signature © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4
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