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I, the undersigned, hereby subscribe for the number of shares of (... Name of Company ...), (the "Company") as is set opposite my name, and agree to pay for the same the price of $ (... Purchase Price of Shares ...) per share in cash or property at such time and in such manner as the Directors may designate.
Number of Shares (...)
A certified or cashier's check in the amount of the stock price, payable to your order, is transmitted herewith in payment therefor on the following conditions:
1. This subscription is irrevocable and the payment delivered herewith will be held in escrow by your counsel, and will be returned promptly to me without interest or deduction if for any reason the purchase and sale of the Shares which I have agreed to purchase is not consummated within the next three months.
2. I recognize that I may not sell the Shares unless the shares have been registered under the Securities Act of 1933, as amended (the "Act"), or an exemption from registration is available and the Shares shall be ledgered to such effect. Except as provided in paragraph 3 below, I recognize that you have made no representations with respect to registration of the Shares under the Act and no registration other than as therein described is contemplated at the present time.
3. You propose to file a registration statement by __________, 20 _, on Form S-1 under the Act (the "First Registration"), and to distribute (insert number) Shares at a price of (insert amount per share). In connection with the private financing to which this agreement relates you have undertaken to each of the subscribers (the "Subscribers") that if at any time during the two years following the effective date of the First Registration you determine to register any of your securities under the Act, then, unless such registration is to be effected by the filing of a Form S-8 (relating to offerings to employees) or a Form S-14 (relating to offerings in mergers and consolidations), you will furnish notice to each Subscriber and offer to each Subscriber who indicates its desire to participate the opportunity to have the Shares held by it included in the registration statement at your expense. You have further undertaken to the Subscribers that if during such two year period you receive written demand from the holders of 60% of the shares purchased by the Subscribers for a registration of the Shares at their expense, you shall as soon as practicable prepare and file with the Securities and Exchange Commission a Registration Statement covering such Shares, and use your best efforts to cause such registration to become effective, the expenses of such registration to be borne pro rata by the Subscribers whose Shares are registered.
4. I hereby represent and warrant that:
a. I am acquiring the Shares for my own account for investment, and not with a view to resale or distribution. I will not sell, hypothecate, transfer or otherwise dispose of the Shares unless they have been registered under the Act or, in the opinion of your counsel, an exemption from the registration requirements of the Act is available.
b. I am a sophisticated investor and recognize that investment in the Shares involves certain risks and I fully understand all of the risks related to the investment, and I further represent that I am able to bear the economic risk of the investment.
c. I am aware that the Company has not yet issued a financial statement or a financial projections and I agree to acquire the Shares without having seen such financial statement. I have seen the By-Laws of the Company and the Certificate of Incorporation, which have been fully disclosed to me.
d. I am acquiring the Shares without being furnished any offering literature, prospectus or any other form of general solicitation or general advertising, and I have received no written or oral representations in connection with this investment other than as contained in any documents or answers to questions furnished to me by you.
By: (... Name of Subscriber ...)