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					This is an agreement between an investor and a corporation for the purchase of stock.
This investor agrees to buy a certain number of shares at a certain price. This
agreement is important for corporations because it helps small businesses or start-ups
determine potential investor interest in their company. This particular agreement is
drafted for Idaho corporations, but it can easily be customized for corporations in any
state. This agreement can be used by small businesses or start-ups that want to gauge
investor interest in their company.
                                 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 Idaho
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 Idaho 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;



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    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;
    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



© Copyright 2012 Docstoc Inc.                                                               3
        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
				
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Description: This is an agreement between an investor and a corporation for the purchase of stock. This investor agrees to buy a certain number of shares at a certain price. This agreement is important for corporations because it helps small businesses or start-ups determine potential investor interest in their company. This particular agreement is drafted for Idaho corporations, but it can easily be customized for corporations in any state. This agreement can be used by small businesses or start-ups that want to gauge investor interest in their company.