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Subscription Agreement

Prepared for:
[Subscriber Name]

Prepared by:
[Company Name]
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Subscription Agreement

This Subscription Agreement (hereinafter referred to as the "Agreement") is made on [Effective Date] (hereinafter referred to as the "Effective Date")

By and between

[Company Name] (hereinafter referred to as the "Company"), a corporation organized under the laws of the state of [State], located at [Company Address] and

[Subscriber Name] (hereinafter referred to as the "Subscriber").

The Company and the Subscriber shall be collectively referred to as "Parties" and individually as "Party."

WHEREAS the Subscriber desires to become a shareholder of the Company on the terms and conditions hereinafter set forth.
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Terms and Conditions

1. Subscription

The Subscriber hereby subscribes for and agrees to acquire [number of shares] shares (hereinafter referred to as the "Shares") at $[0.00] per share aggregating to $[total amount of shares] (hereinafter referred to as
the "Subscription Amount").

2. Terms of Subscription

  1. The Subscriber acknowledges that this purchase of the Shares is subject to acceptance by the Company. The Company reserves the right, in whole or in part, in its sole and absolute discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the Company in writing
  1. The Subscriber acknowledges that, in order to subscribe for Shares, the Subscriber must hereby deliver to the Company: 
  1. [number of signed copies] duly signed copies of this Subscription Agreement, and 
  1. A cheque made payable to the Company LLC in the amount of $[Subscription Amount].
  1. The closing of the Subscription of Shares hereunder (hereinafter referred to as the “Closing”) shall occur immediately upon:
  1. The acceptance by the Company of a properly executed Signature Page to this Agreement; 
  1. Receipt of all funds for the subscription of shares hereunder.
  1. This subscription shall be irrevocable until and unless:
  1. The subscription is rejected for any reason
  1. This Agreement is terminated

3. Representation and Warranty

The Subscriber hereby warrants and represents the following enlisted to the Company:

  1. The Subscriber has received and read documents that may include all exhibits and attachments of the "Memorandum" dated [Date], "Operating Agreement" dated [Date], other attachments, and such other documents, and has fully understood the terms and conditions set thereby in their entirety.
  1. The Subscriber has received the opportunity to obtain additional information as they may wish so as to validate the information contained in the Memorandum and all attachments and exhibits thereto, and thus, is unbounded in case they have any inquiry concerning the terms and conditions of the Company's offering.
  1. The Subscriber shall understand that data contained in the Memorandum, including financial data and projections are near estimates and projections put forth by the Company's Management Team, and thus, shall provide no assurance that any such results will be achieved.
  1. The Subscriber warrants that it is a legal citizen of the state of [State], and resides at its principal address being [Address].
  1. The Subscriber understands that there are risks involved in any investment in the Company, including those mentioned in the Memorandum, and involves substantial risk of loss of Subscriber’s entire investment. The Subscriber shall consult with a Tax Advisor regarding the tax aspects of the investment and its suitability for the Subscriber. The Subscriber shall be financially stable and must be able to bear the risks involved in the investment in the Company.
  1. Subscriber is a “Sophisticated Investor” as defined in “Investor Suitability Standards” in the Memorandum.
  1. The Subscriber acknowledges that the Company has not represented, guaranteed, or warranted the achievement of any particular financial result by the Company.
  1. The Subscriber must understand that the Operating Agreement shall impose certain restrictions on the transferability of the Subscriber's Shares.
  1. The Subscriber declares that the representations and warranties made by the Subscriber herein are true and accurate as of the date hereof and it shall be true of the date of Subscriber’s delivery of payment to the Company subject to the acceptance of the Subscriber's subscription by the Company. Should the Subscription's representations and warranties are found to be not true by the Subscriber prior to the acceptance of this Agreement by the Company, the Subscriber shall immediately notify the Company in writing.

4. Power of Attorney

  1. The Subscriber thereby nominates, appoints, and constitutes [Attorney Name], [Attorney Designation], as their lawful and true attorney to exercise on their behalf over the Subscriber's best interests or otherwise, shall execute, under seal, acknowledge, deliver, and file or record whenever as required in accord with their full power and authority.
  1. The nominated Power of Attorney shall be responsible to send a private offering Memorandum to the parties.
  1. The aforementioned power of attorney nominated shall be an irrevocable power and shall survive the decease, disability, mental infirmity, or bankruptcy of the Subscriber.

5. Indemnification

The Subscriber acknowledges and understands the legal consequences of the representations and warranties contained in this Agreement, and agrees to indemnify and hold harmless the Company and its managers, agents, and employees from and against any losses, expenses, and damages and liabilities due to or arising out of any misrepresentations or misstatements with respect to any of the representations or warranties contained in this Agreement by the Subscriber.

6. Arbitration

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and Seat shall be [State of Seat]. The Arbitrators' decision shall be final and will be binding on both the Parties.

7. Termination

This Agreement may be terminated:
  1. By the Company at any time, if in its sole discretion, it determines to cancel the offering of Shares prior to the Closing.
  1. By the Company, if representations or warranties are found to be not true or accurate prior to the acceptance of this Agreement by the Company.

8. Miscellaneous

  1. Fixing Period: In case of errors or bugs, the Subscriber shall notify the Company, who thereby shall make the necessary changes strictly within the deadline of [Deadline Days] as set by the Subscriber. Failure of the same shall result in termination of the Agreement upon mutual consensus.
  1. Assignability: Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party which shall not be unreasonably withheld.
  1. Notices: Any notice required to be given under this Agreement shall be in writing and shall be deemed to be sufficiently given when delivered by certified mail, personal delivery, or overnight delivery.
  1. Force Majeure: Neither party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that party's reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.
  1. Modification: No modification of this Agreement shall be made unless in writing, signed by both parties.
  1. Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement termination.
  1. Governing Law and Jurisdiction: This Agreement shall be governed following the laws of the [State]. If the disputes under this Agreement cannot be resolved by Arbitration, they shall be resolved by litigation in the courts of the [State] including the federal courts therein, and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail and hereby waive any jurisdictional or venue defenses otherwise available to it.
  1. Legal and Binding Agreement: This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in the [State/Court/Region]. The Parties each represent that they have the authority to enter into this Agreement.
  1. Entire Agreement: This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties, and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
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Acceptance and Signature

IN WITNESS WHEREOF, the undersigned Parties have duly executed the terms herein the Agreement as of the aforementioned date.
[Subscriber Name]

[Company Name]
Signature
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THANK YOU

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