Minnesota Subscription Agreement

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                             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 Minnesota when selling stock to individual investors.
             ®




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                                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
Minnesota 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 Minnesota 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


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       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.


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:
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       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:
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   If to the Purchaser:                __________________
                                       __________________
                                       __________________




   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 Minnesota 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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Description: 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 Minnesota when selling stock to individual investors.
This document is also part of a package Essential Minnesota Legal Documents 144 Documents Included