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Stock Subscription Agreement

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This is an agreement between an investor and a corporation whereby the corporation promises that it will sell the investor a certain number of shares at a set price. The investor makes certain representations and warranties to the corporation and agrees to indemnify the corporation if they should suffer any losses as a result of a material misrepresentation made by the investor. This document contains numerous standard provisions that are commonly included in these types of agreements, and may be customized to fit the specific needs of the contracting parties. This agreement should be used by investors or by small businesses that want to offer a certain number of shares for subscription.

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									This is an agreement between an investor and a corporation whereby the corporation
promises that it will sell the investor a certain number of shares at a set price. The
investor makes certain representations and warranties to the corporation and agrees to
indemnify the corporation if they should suffer any losses as a result of a material
misrepresentation made by the investor. This document contains numerous standard
provisions that are commonly included in these types of agreements, and may be
customized to fit the specific needs of the contracting parties. This agreement should
be used by investors or by small businesses that want to offer a certain number of
shares for subscription.
              STOCK SUBSCRIPTION AGREEMENT

       This Stock Subscription Agreement (this “Agreement”) is hereby made and
entered into on this ____ day of _____________, 2______ by and between
_________________ (“Company”) and ______________________ (“Subscriber”).

                                     RECITALS

       WHEREAS, Subscriber wishes to subscribe to __________ shares (the “Shares”)
of the capital stock of Company at the subscription price of _____________ dollars
($________) per share; and

        WHEREAS, Subscriber hereby acknowledges that Company is relying upon the
accuracy and completeness of the representations in this Agreement in complying with its
obligations under applicable federal and state securities laws;

        NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
and covenants contained herein, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, Company and Subscriber hereto agree as
follows:

                                       TERMS

1.00   REPRESENTATIONS AND WARRANTIES

1.01   Subscriber hereby represents and warrants to Company that:

       a.     Subscriber is aware of the degree of risk associated with the purchase of
              the Shares of Company;

       b.     Subscriber is fully aware and understands that at any time Company may
              operate at a loss rather than a profit, and may do so for an unforeseeable
              amount of time;

       c.     Subscriber has the financial means to meet all of its obligations
              contemplated herein;

       d.     Subscriber has read and fully understands the terms, conditions, and
              effects of this Agreement, and all other documents in connection
              therewith;

       e.     Subscriber hereby confirms that it has reviewed or has had the opportunity
              to review, all documents, records, and books pertaining to the investment
              in Company;

       f.     Subscriber is an “accredited investor” as that term is defined in the
              Securities Act of 1933, as amended (the “Act”), and any relevant state


© 2013 by Docstoc®, Inc.                                                              2
              statute or regulation, or is otherwise a sophisticated, knowledgeable
              investor (either alone or with the aid of a purchaser representative) with
              adequate net worth and income for this investment;

       g.     Subscriber has in-depth knowledge and experience in financial and
              business matters pertaining to the subject matter contained in this
              Agreement and is capable of evaluating the risks of any investment in
              Company;

       h.     Subscriber has determined that the purchase of the Shares is a suitable
              investment;

       i.     The Shares Subscriber wishes to acquire are for Subscriber’s own use for
              investment purposes, and Subscriber will not sell, transfer, or assign the
              Shares unless the Shares are registered under the Act and qualified under
              applicable state securities laws or unless, an exemption from the
              registration requirements of the Act and such laws is available; and

       j.     Subscriber has obtained independent legal advice from its own attorney
              regarding Subscriber’s proposed investment in Company.

1.02 Subscriber acknowledges that any and all monetary projections or estimates made
are estimates only and may not be relied upon.

2.00   INDEMNIFICATION

2.01 Subscriber hereby agrees to indemnify and hold harmless Company and any of its
officers, directors, shareholders, employees, agents, or affiliates (collectively the
“Indemnified Parties” and individually an “Indemnified Party”) who were, are, or are
threatened to be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, against losses,
liabilities, and expenses of each Indemnified Party (including attorney fees, judgments,
fines, and amounts paid in settlement, payable as incurred) incurred by such person or
entity in connection with such action, arbitration, suit, or proceeding, by reason of or
arising from (a) any misrepresentation or misstatement of facts or omission to represent
or state facts made by Subscriber, including, without limitation, the information in this
Agreement or (b) any litigation or other proceeding brought by Subscriber against one or
more Indemnified Party in which the Indemnified Party is the prevailing party.




© 2013 by Docstoc®, Inc.                                                               3
3.00   PURCHASE BY AN ENTITY

3.01 Should Subscriber be an entity (“Entity”), the person authorized to sign on behalf
of such Entity is a duly appointed agent or representative of Entity and hereby represents
and warrants to Company that Entity is validly existing and good standing in the
applicable jurisdiction and that Subscriber has the authority to execute this Agreement
and any other documents in connection with an investment in the Shares on Entity’s
behalf.

3.02 Entity has the power, right, and authority to invest in the Shares and enter into the
transactions contemplated herein and the investment is suitable and appropriate for
Entity, its shareholders, and its beneficiaries.

3.03 Any and all documents entered into and executed by Entity in connection with
Company are valid and binding documents of Entity, enforceable in accordance with
their terms.

4.00   SHARE CERTIFICATES

4.01 The certificates representing the Shares shall, unless otherwise permitted by the
provisions of Articles 4.02 and 4.03 hereof, contain a legend substantially in the
following form:

               THE SHARES REPRESENTED BY THIS CERTIFICATE
               HAVE BEEN ACQUIRED FOR INVESTMENT AND
               HAVE NOT BEEN REGISTERED UNDER THE
               SECURITIES ACT OF 1933, AS AMENDED. THESE
               SHARES MAY NOT BE SOLD OR TRANSFERRED
               UNLESS COMPANY RECEIVES AN OPINION OF
               LEGAL    COUNSEL    OR    OTHER  EVIDENCE
               REASONABLY ACCEPTABLE TO IT STATING THAT
               SUCH SALE OR TRANSFER IS EXEMPT FROM THE
               REGISTRATION AND DELIVERY REQUIREMENTS
               OF SAID ACT.

4.02 Subscriber hereby agrees to comply in all respects with the provisions of this
Article 4. Prior to any proposed sale, assignment, transfer, or pledge of any Shares,
Subscriber agrees that it shall provide written notice to Company of Subscriber’s intent to
such transfer, sale, assignment, or pledge.

4.03 Each such notice shall provide details of the circumstances of the proposed
transfer, sale, assignment, or pledge, and shall be accompanied, at Subscriber’s expense,
by evidence that is satisfactory to Company, to the effect that the proposed transfer of the
Shares may be affected without registration under the Act or applicable state securities
law.




© 2013 by Docstoc®, Inc.                                                                  4
5.00   GENERAL PROVISIONS

5.01 All notices given hereunder shall be in writing and shall be delivered or mailed by
registered or certified mail, to Company at its registered head office address.

5.02 This Agreement shall be governed by and construed in accordance with the laws
of the State of ______________.

5.03 This Agreement constitutes the entire agreement between Company and
Subscriber with respect to the subject matter hereof and supersedes any prior or
contemporaneous understandings, representations, warranties or agreements, whether oral
or written.

5.04 Subscriber acknowledges that Company may, in its sole and absolute discretion,
accept or reject this subscription offer in whole or in part.

        IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first above written.

                                            COMPANY
                                            Per:



                                            Name:
                                            Title:
                                            I have authority to bind Company.

                                            ___________________________________
                                            (Subscriber if individual)

Or if Subscriber is a Company


                                            SUBSCRIBER
                                            Per:



                                            Name:
                                            Title:
                                            I have authority to bind Subscriber.




© 2013 by Docstoc®, Inc.                                                              5

								
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