Stock Subscription Agreement Template
Created by:
[Sender.FirstName][Sender.LastName] [Sender.Company]
Prepared for:
[Client.FirstName][Client.LastName]
[Client.Company]
WHEREAS, [Client.FirstName][Client.LastName] subscribes for the shares of [Sender.Company], a [ corporation, described in this Stock Subscription Agreement at (Price in Dollars) per Share. [Client.FirstName][Client.LastName] understands that the [Sender.Company] relies on this document’s accuracy and completeness to comply with federal and security laws of [State].
Furthermore, [Client.FirstName][Client.LastName] received and read the Private Placement Memorandum of [Sender.Company] on (Date Received) and is familiar with its terms and provisions.
NOW, THEREFORE, [Client.FirstName][Client.LastName] is aware that:
1. Representations, Warranties, and Agreements
Stocks are unpredictable investments with a certain level of risk, which could result in the loss of the entire investment, and the investor takes full notice of the risk involved in the shares.
The shares will not be registered under the Securities Act of 1933 or other state security laws of [State].
Investors may not liquidate the investment in [Sender.Company].
Predictions of market performance of [Sender.Company] are only forecasts and estimates that may be incorrect.
There is no representation, warranty, or guarantee to [Client.FirstName][Client.LastName] that:
Investors will/will not have to own the shares for a certain period.
A percentage of profit will be realized as the investment’s result.
Any cash dividends will be made to investors at a certain date.
Investing in [Sender.Company] will result in any tax benefits.
[Client.FirstName][Client.LastName] is financially responsible and understands that this is a long-term yet speculative investment.
The investor has also read the Private Placement Memorandum, this Stock Subscription Agreement, and all related documents provided by [Sender.Company] or the investor’s legal advisers.
The investor also ensures that they can bear the risks and losses of this investment.
[Client.FirstName][Client.LastName] is an accredited investor with an adequate income for this investment.
The investor is experienced in such financial matters and can evaluate the merits and risks of investing in [Sender.Company] and has decided that these shares are a suitable investment.
The offer to sell shares was communicated by [Sender.Company] to [Client.FirstName][Client.LastName] and the investor asked relevant questions about the terms of this transaction.
The investor will not sell, distribute, or subdivide these shares.
The investor can protect their own interests connected to this transaction.
The investor has consulted an attorney regarding the legal matters of this investment.
[Client.FirstName][Client.LastName] verifies under penalty of perjury that the Social Security Number and Tax Identification Number stated in this document are correct.
The Private Placement Memorandum reflects the current estimates and intentions of [Sender.Company].
2. Indemnification
[Client.FirstName][Client.LastName] must indemnify [Sender.Company] and its employee or controlling persons in civil, criminal, administrative, or investigative action against losses, liabilities, and expenses by reason of:
Misrepresentation or omission of facts by the investor.
Litigation brought by the investor to [Sender.Company].
3. Entity Investors
If the investor is an entity, pension fund, trust, or IRA account, the undersigned, on their behalf, acknowledges that:
The entity has not been organized for the purpose of this investment.
The undersigned is authorized to execute this agreement on behalf of the entity.
The entity is authorized to invest in these shares.
The investment is suitable for the entity and its beneficiaries.
All documents connecting the entity and the company are valid, binding, and enforceable.
4. Revocation
[Client.FirstName][Client.LastName] may not cancel, terminate, or revoke the stock subscription for 120 days. This agreement will survive the death/disability of the investor and will be binding upon their heirs, administrators, executors, successors, or beneficiaries.
5. Certain Securities Law Matters
The investor may not sell, assign, or transfer the shares except in compliance with the conditions detailed in this document. All certificates representing the shares of [Sender.Company] shall be stamped.
6. Investor Information
[Sender.Company] has certain eligibility requirements for investors. [Client.FirstName][Client.LastName] must fill out the information requested below:
Name: [Client.FirstName][Client.LastName]
Age:
Social Security Number:
Address: [Client.StreetAddress][Client.City][Client.State][Client.PostalCode]
Telephone Number: [Client.Phone]
Firm Name: [Client.Company]
Nature of Business:
Position/Title: [Client.Title]
Length of Time in Position:
Business Address:
Zip Code: [Client.PostalCode]
Business Telephone Number: [Client.Phone]
Professional Education:
Net Worth:
Market Value of Personal Assets:
7. Miscellaneous
All notices will be mailed or emailed to the investor.
This agreement is governed in accordance with the laws of [State].
The investor understands that [Sender.Company] may accept or reject this stock subscription offer.
8. Certification
The information in this document is accurate and reliable.
The investor will notify [Sender.Company] of any change in this information before the approval of this agreement.
The investor has read and understands this stock subscription agreement and the Private Placement Memorandum.
[Client.FirstName][Client.LastName]
[Sender.FirstName][Sender.LastName]
