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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.
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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