The Common Stock Subscription Agreement is a fundamental document in U.S. corporate finance, used when companies seek to raise capital by selling common stock to investors. It serves as the primary contract governing the sale of shares, ensuring compliance with SEC regulations and state securities laws. This agreement is particularly important for private placements and helps establish clear terms for share purchases, including price, quantity, representations, warranties, and closing conditions. It's commonly used in both early-stage funding rounds and later-stage capital raises.
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1. Parties: Identification of the company issuing stock and the subscriber(s)
2. Background: Explains the context of the subscription and the company's authorization to issue shares
3. Definitions: Key terms used throughout the agreement
4. Subscription and Purchase: Details of shares being purchased, price per share, and total consideration
5. Closing: Timing and mechanics of the transaction closing
6. Representations and Warranties of the Company: Company's statements about its legal status, authority, and share validity
7. Representations and Warranties of the Subscriber: Subscriber's statements about their authority and investment understanding
8. Governing Law: Jurisdiction and applicable law
1. Registration Rights: Rights to register shares for public trading - used when subscribers need ability to sell shares publicly in future
2. Board Representation: Rights to appoint board members - used for major investors receiving significant ownership
3. Tag-Along Rights: Right to join in sale of shares by other shareholders - used for minority investor protection
4. Lock-up Provisions: Restrictions on share transfers - used when company wants to ensure stable ownership
1. Schedule A - Share Details: Details of shares being subscribed, including class, rights, and restrictions
2. Schedule B - Wire Instructions: Banking details for payment of subscription amount
3. Appendix A - Accredited Investor Questionnaire: Form to verify accredited investor status
4. Appendix B - Risk Factors: Detailed disclosure of investment risks
5. Appendix C - Company Information: Key information about the company's business and operations
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