Online Subscription Agreement: Definition, Example
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What is an Online Subscription Agreement?
An online subscription agreement is a contract between a company and an individual that facilitates the purchase of stock in the company. The contract states who the company is, how many shares of stock are being purchased, and what the price per share is. It also states the requirements that a potential shareholder must meet in order to purchase stock, such as be of legal age and reside in the continental United States.
The purpose of the online subsription agreement is to make it convenient to purchase shares of stock from a company by a potential shareholder.
Online Subscription Agreement Sample
Exhibit 4.2
| ¨ | I HAVE READ AND AGREED TO THE SUBSCRIPTION AGREEMENT. |
[NEXT PAGE]
[Raceo Co One]
[Raceo Co Two]
[Raceo Co Three]
[Raceo Co Four]
[Raceo Co Five]
[Raceo Co Six]
| ¨ | I am no longer interested in this Race Co |
| ¨ | This information is the same as the previous |
| First Name | ||||
| Last name | ||||
| Date of Birth | ||||
| Address | ||||
| City | ||||
| State | ||||
| SSN | ||||
| ¡ |
Upload Government Issued ID |
[ ] [Browse]
[Help button text: To upload your government issued ID, you must have a digital version of it. You may scan or take a picture of your ID, and save it to your computer. Click the “Browse” button and locate the saved file. Confirm that the selected file is the one you want. Your ID will now be uploaded when you submit your Subscription Agreement.]
| ¡ |
Email, Fax or Mail Government Issued ID |
[ ] Shares X $10.00 = $[ ].[ ]
| ¨ | Check this box if the following statement is true: I/we am/are not subject to back-up withholding either (1) because I/we am/are exempt from back-up withholding, (2) I/we have not been notified that I/we am/are subject to back-up withholding as a result of a failure to report all interest or dividends, or (3) the Internal Revenue Service has notified me/us that I/we am/are no longer subject to back-up withholding. Under the penalties of perjury, I/we certify that the information contained herein, including the Social Security number or taxpayer identification number given above, is true, correct and complete. |
1
[Total: $ ]
[Visa] [Mastercard] [ACH] [DEBIT]
| * | The total above does not include a $3.50 per transaction per company convenience fee for paying with a debit card. |
[NEXT PAGE]
Purchase Shares
Option 1 (online)
Billing Information
| First Name |
| Last name |
| Address |
| City |
| State |
| ZIP |
| Phone |
Shipping Information
| ¨ | Same as billing |
| First Name |
| Last name |
| Address |
| City |
| State |
| ZIP |
Your Purchase
[ ] X $10 Race Co One
[ ] X $10 Race Co Two
[ ] X $10 Race Co Three
[ ] X $10 Race Co Four
2
[ ] X $10 Race Co Five
[ ] X $10 Race Co Six
Total $[ ]
Payment Method
| ¡ |
Debit (Visa, Mastercard) |
| * | Please note that the $3.50 per transaction per company convenience fee associated with payment by debit card is non-refundable if the offering for which you are subscribing does not close or it if closes but your subscription is not accepted for any reason |
| Full Name |
| Card Number |
| Expiration |
| CVV2 |
| ¡ |
ACH |
| ¨ | I understand that I will be billed by each individual Race Co that I am purchasing shares from, and that each will show up as a separate transaction in my account |
| ¨ | I understand that I am responsible for supplying a copy of my governmental issued ID via email, fax or mail [SHOWN ONLY IF SUBSCRIBER CHOOSES NOT TO UPLOAD] |
PROCESS ORDER
PUBLIC OFFERING SUBSCRIPTION AGREEMENT
RED BULLET RACING CORPORATION
INFORMATION REGARDING THE PUBLIC OFFERING
FOR A COMPLETE DESCRIPTION OF THE PUBLIC OFFERING AND INFORMATION REGARDING INVESTMENT RISKS, YOU ARE URGED TO READ THE PROSPECTUS.
This agreement, together with all schedules (the “Subscription Agreement”), is part of our registration statement dated May , 2012, and is to be used to purchase shares of our common stock offered thereby (the “Public Offering”). In the Public Offering, we are offering 405,000 shares, $.001 par value, at $10.00 per share on a best efforts, all or none basis.
If you wish to take part in the Public Offering, you must complete the online form and acknowledge your agreement with this Subscription Agreement where indicated on our website. You will be asked to tell us, among other things, how many shares you would like to purchase. PLEASE READ THE INSTRUCTIONS CAREFULLY ON HOW TO FILL IN AND COMPLETE THIS PUBLIC OFFERING SUBSCRIPTION AGREEMENT. INCOMPLETE SUBSCRIPTION AGREEMENTS WILL BE REJECTED.
3
All of the shares being offered in the Public Offering are required to be sold for there to be a closing of the Public Offering. We reserve the right to reject any subscriptions, in whole or in part, for any reason, in our sole discretion.
The Purchase Price for the shares may be paid for by check, money order, cash or debit card.
Purchases made by debit card are subject to a $3.50 per transaction per company surcharge for convenience purposes. If your subscription is not accepted for any reason, or if the offering does not close, you will not receive a return of the $3.50 per transaction surcharge paid, and you will lose the extra $3.50 per transaction that you paid.
WE MUST RECEIVE PROPERLY COMPLETED SUBSCRIPTION AGREEMENTS NO LATER THAN , 2012 (THE “EXPIRATION DATE”), UNLESS EXTENDED.
INSTRUCTIONS ON COMPLETING THE PUBLIC OFFERING SUBSCRIPTION AGREEMENT
| 1. | You may only subscribe if you are a resident of one of the following states: California, Florida, Illinois, Kentucky, Maryland, Michigan, New Jersey, New York, Ohio, Pennsylvania or Texas. You must upload proof of residency by attaching a legible copy of your driver’s license, passport or other government-issued photo identification. If the shares are to be issued in more than one name, both persons must supply a copy of their driver’s license, US passport or other government-issued photo identification. If you are unable to upload and submit an identification document electronically, you may send a copy of the identification document by email, fax or mail to 901 S. Federal Highway, Hallandale Beach, FL 33099, Attention: Samira Sharmouj. |
PLEASE NOTE THE SPECIAL REQUIREMENTS FOR RESIDENTS OF PENNSYLVANIA, KENTUCKY, CALIFORNIA, OREGON AND NEW JERSEY.
| 2. | YOU MUST COMPLETE ALL INFORMATION REQUESTED, including your current address, telephone number and social security number. |
| 3. | You must affirm the IRS Substitute Form W-9. |
| 4. | If paying by debit card, note the added convenience charge. |
| 5. | Your subscription is subject to acceptance by the Company in its sole discretion and shall remain irrevocable until the closing date of the offering. If you subscription is accepted, the shares subscribed for will be issued at closing, provided the conditions of closing are satisfied (i.e. all of the shares in the Public Offering are subscribed for). If your subscription is not accepted for any reason, or if the offering does not close, your subscription amount will be returned to you promptly without interest or deduction (provided that the nonrefundable convenience fee, if you are paying by debit card, will not be returned). |
| 6. | FOR ASSISTANCE CALL 1-888-638-1588 AND ASK TO SPEAK TO SAMIRA SHARMOUJ ABOUT THE RED BULLET PUBLIC OFFERING. |
4
REPRESENTATIONS
By affirming agreement with the Subscription Agreement, you (the “subscriber”) are representing to Red Bullet Racing Corporation the following information:
| 1. | THE SUBSCRIBER IS AT LEAST EIGHTEEN (18) YEARS OF AGE AND IS A VALID RESIDENT OF THE STATE INDICATED ON PAGE 1 OF THIS SUBSCRIPTION AGREEMENT. The subscriber is under no legal disability nor is the subscriber subject to any order, which would prevent or interfere with the subscriber’s execution, delivery and performance of this Subscription Agreement or the purchase of the shares by the subscriber. |
| 2. | THE AMOUNT OF THE INVESTMENT BY THE SUBSCRIBER (THE TOTAL PURCHASE PRICE BEING PAID BY THE SUBSCRIBER) DOES NOT EXCEED TEN PERCENT (10%) OF THE SUBSCRIBER’S LIQUID NET WORTH (EXCLUSIVE OF PRINCIPAL RESIDENCE). |
| 3. | FOR PENNSYLVANIA AND KENTUCKY RESIDENTS ONLY: THE SUBSCRIBER AGREES AND ACKNOWLEDGES THAT: |
| a. | The subscriber has (1) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home, and home furnishings; or (2) a minimum net worth of $250,000, exclusive of automobile, home, and home furnishings, plus, in the case of Pennsylvania residents, estimated gross income of $65,000 during the current tax year, and in addition, in either case, that their investment does not exceed 10% of their net worth. |
FOR CALIFORNIA, OREGON AND NEW JERSEY RESIDENTS ONLY: THE SUBSCRIBER AGREES AND ACKNOWLEDGES THAT:
| a. | The subscriber has (1) a minimum liquid net worth of $250,000, exclusive of home, home furnishings and automobile, plus estimated $65,000 gross income during the current tax year; or (2) a minimum liquid net worth of $500,000, exclusive of home, home furnishings and automobile, and in addition, in either case, that their investment does not exceed 10% of their net worth. |
| 4. | The subscriber has received and read the Prospectus. |
| 5. | This Subscription Agreement cannot be revoked by the subscriber and it is an irrevocable agreement binding on the subscriber, and on the subscriber’s heirs, estate, legal representatives, assigns and successors, and shall survive the subscriber’s death, disability or dissolution. Red Bullet Racing Corporation, however, may reject the agreement prior to the subscriber’s acceptance of the same. |
| 6. | The subscriber understands that the subscriber may not sell, transfer or assign this Subscription Agreement, or any interest or rights herein. |
| 7. | If this Subscription Agreement is on behalf of a corporation, partnership, trust or other entity, the subscriber has/have been duly authorized to affirm this Subscription Agreement and all other instruments in connection with the purchase of the shares, and the affirmation(s) of the subscriber is/are binding upon such corporation, partnership, trust or other entity. The subscriber must return appropriate certification of such authorization upon request. |
| 8. | The subscriber understands and agree that the subscriber may not transfer any shares purchased hereunder or any interest therein (including by depositing any such shares in a brokerage account) unless it provides advance written notice to Red Bullet Racing Corporation at 901 S. Federal Highway, Hallandale Beach, FL 33099. |
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| 9. | The provisions of this Subscription Agreement shall be construed and enforced according to the laws of Delaware. In the event there is any conflict between this Subscription Agreement and the Prospectus, the terms set forth in the Prospectus shall be controlling. Red Bullet Racing Corporation reserves the right, in its sole discretion, to require completion or correction of any Subscription Agreement. Red Bullet Racing Corporation is not obligated to notify any subscriber of any defect in any Subscription Agreement and may accept or reject any Subscription Agreement in whole or in part for any reason or no reason. |
| 10. | This Subscription Agreement (together with all information and affirmations required to be completed online in connection with the submission of a subscription for shares in the Public offering) constitutes the entire agreement between the parties hereto with respect to the purchase of shares of common stock in the Public Offering and may be amended only in writing by the parties to be bound thereby. |
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Reference:
Security Exchange Commission - Edgar Database, EX-4.2 4 d274375dex42.htm FORM OF ONLINE SUBSCRIPTION AGREEMENT, Viewed March 7, 2023, View Source on SEC.
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Steven S.
Steven Stark has more than 35 years of experience in business and commercial law representing start-ups as well as large and small companies spanning a wide variety of industries. Steven has provided winning strategies, valuable advice, and highly effective counsel on legal issues in the areas of Business Entity Formation and Organization, Drafting Key Business Contracts, Trademark and Copyright Registration, Independent Contractor Relationships, and Website Compliance, including Terms and Privacy Policies. Steven has also served as General Counsel for companies providing software development, financial services, digital marketing, and eCommerce platforms. Steven’s tactical business and client focused approach to drafting contracts, polices and corporate documents results in favorable outcomes at a fraction of the typical legal cost to his clients. Steven received his Juris Doctor degree at New York Law School and his Bachelor of Business Administration degree at Hofstra University.
"Steven was so quick and thorough! I wasn't sure what to expect because this is my first time working with a contract attorney, but he made this process so easy. I was very transparent with his rate and included services. During the consultation call, I felt very comfortable with his skills and knew he was going to put 100% effort into my project. I will definitely hire him again if I have another project!!"
Jane C.
Skilled in the details of complex corporate transactions, I have 15 years experience working with entrepreneurs and businesses to plan and grow for the future. Clients trust me because of the practical guided advice I provide. No deal is too small or complex for me to handle.
"I came back to Jane for additional work, and she delivered again. She’s professional, responsive, and thorough, and her revisions were clear and practical. I’d recommend her for contract drafting and review, especially for startups."
Bryan B.
Experienced attorney and tax analyst with a history of working in the government and private industry. Skilled in Public Speaking, Contract Law, Corporate Governance, and Contract Negotiation. Strong professional graduate from Penn State Law.
"It was a pleasure working with Bryan. I highly recommend Bryan and will use his services in the future."
Jen D.
I’m a business attorney with 25+ years of experience helping companies and creators protect their brands and get deals done right. After two decades working in-house for consumer product companies, I know how to balance legal protection with real-world business needs—and I bring that practical approach to every contract I handle.
Jeremiah C.
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Creative, results driven business & technology executive with 27 years of experience (17+ as a business/corporate lawyer). A problem solver with a passion for business, technology, and law. I bring a thorough understanding of the intersection of the law and business needs to any endeavor, having founded multiple startups myself with successful exits. I provide professional business and legal consulting. Throughout my career I've represented a number large corporations (including some of the top Fortune 500 companies) but the vast majority of my clients these days are startups and small businesses. Having represented hundreds of successful crowdfunded startups, I'm one of the most well known attorneys for startups seeking CF funds. I hold a Juris Doctor degree with a focus on Business/Corporate Law, a Master of Business Administration degree in Entrepreneurship, A Master of Education degree and dual Bachelor of Science degrees. I look forward to working with any parties that have a need for my skill sets.
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J. D. Bridges has worked both in-house and in firms and has seen countless commercial agreements and technology deals from every angle. J. D.’s worked as in-house counsel for high-growth, VC-backed startups, IT solutions providers and cybersecurity companies and also at an AmLaw Top 50 global firm, representing clients in a variety of industries and purchasers and creators of technology across the globe. He’s negotiated commercial contracts with some of the world’s largest financial services and pharmaceutical companies, as well as assisting startups from incorporation to exit. He’s also helped Fortune 100 companies protect themselves and their data when procuring technology from startups and legacy technology providers alike. J. D. brings a practical and growth-focused mindset to legal advice and excels in working with front-line sales organizations and sales leadership as well as internal counsel, business owners and procurement professionals. Whether a pre-seed AI startup, established manufacturer or a global IT procurement effort, J. D. can support you while concurrently growing and protecting your business.
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