[CORPORATION'S NAME]
SUBSCRIPTION TO COMMON SHARES
The undersigned hereby subscribes for [NUMBER] common shares in a corporation organized under the laws of the State of [STATE], known as [NAME], and agrees to pay for said shares in cash in the amount of [NAME] upon acceptance by the directors of said corporation of this subscription and call for payment thereof. Certificates for such shares of stock shall be issued to the undersigned, in a manner designated by the corporation, as fully paid and non-assessable.
The undersigned represents and warrants as follows:
1. That the undersigned has been given the opportunity to review (and to have the undersigned's attorney, accountant, and/or financial advisor review) a copy of the corporation's articles of incorporation, proposed bylaws, proposed employment contracts, proposed lease, proposed use of the proceeds to be derived from this subscription, and [ADDITIONAL RELEVANT DOCUMENTS].
2. That the undersigned has been given the opportunity by all of the proposed officers and the initial directors of the corporation to ask questions concerning their backgrounds and experience, concerning the business in which the corporation intends to engage, concerning the business plan, and concerning the proposed financial condition of the corporation, and that the undersigned has no further questions at this time.
3. That the undersigned understands the special risks of an investment in the common shares of the corporation, in particular, those special risks due to its lack of operating history, due to the experience of its proposed officers and initial directors, due to the highly competitive nature of the business in which the corporation intends to engage, and due to its limited capitalization.
4. That the undersigned understands that the common shares to be purchased have not been registered under the Securities Act of 1933, as amended, or under any state securities law. The undersigned understands that he/she is acquiring no right to require such registration in the future.
5. That the undersigned is able to bear the economic risk of this investment.
6. That the undersigned is purchasing the common shares without expectation, desire, or need for resale.
7. That the undersigned is acquiring the common shares for the undersigned's own account, and not with the view toward distribution, resale, subdivision, or fractionalization.
8. That the undersigned understands that the right to transfer the common shares to be acquired will be severely restricted by the bylaws of the corporation, the Securities Act of 1933, as amended, and relevant state securities laws.
9. That the undersigned has been advised that he/she is not being represented in this transaction by the corporation's attorney and that the undersigned has been strongly advised to seek separate legal counsel for advice in this transaction.
Date:
__________________________________
SIGNATURE OF SUBSCRIBER
__________________________________
PRINTED NAME OF SUBSCRIBER
__________________________________
STREET ADDRESS
__________________________________
CITY STATE ZIP
__________________________________
SIGNATURE OF SPOUSE
(if purchasing jointly)
__________________________________
PRINTED NAME OF SPOUSE
(if applicable)
ACCEPTED BY:
[CORPORATION'S NAME]
Date:
By: ___________________________
[OFFICER'S NAME & TITLE]