3.1.1: Subscription Agreement for Series A Round (Short Form)

Contributing Editor: Joseph W. Bartlett of Sullivan & Worcester LLP

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Abstract

NEWCO, INC. SUBSCRIPTION AGREEMENT [date] John Doe Dear Mr. Doe: You irrevocably subscribe [offer to subscribe to] for _______ shares ("Shares") of ____________ Series A Preferred stock ("Series A") of Newco, Inc. (the "Company"), to be issued pursuant to a certain Series A Stock Purchase Agreement currently [in final form] [in draft] in your possession (such agreement, referred to herein as the "Stock Purchase Agreement," both in its current draft and its executed form, as the context requires). You hereby accept and agree to be bound by the terms of the Stock Purchase Agreement and Related Agreements, with such changes not inconsistent with the current substance thereof, as the Lead Investor [the subscribers to a majority of the Shares] shall accept, provided the offering (the "Offering") contemplated in the Stock Purchase Agreement closes by COB, New York time _______________, 2004 (the "Drop Dead Date"). Terms not...

Sub-Topics

• 3.1.1.a: General Legal Issues: Private vs. Public Offerings; Broker-Dealer & Investment Advisor Registration