This Common Stock Subscription Agreement (this “Agreement”) is made and entered into as of [Date], by and between:
CROWN MYCORESIN BIOTECH, INC. (the “Corporation”), a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office at Christine Village 4, Brgy. Biga, Tanza 4108, Cavite, Philippines;
and
[SUBSCRIBER NAME] (the “Subscriber”), with address at [Subscriber Address].
The Corporation and the Subscriber are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
1. SUBSCRIPTION
1.1 Subscription to Shares. Subject to the terms and conditions of this Agreement, the Subscriber hereby subscribes for and agrees to purchase from the Corporation [Number of Shares] common shares, with a par value of PHP [Par Value]per share (the “Shares”).
1.2 Subscription Price. The aggregate subscription price for the Shares shall be PHP [Total Subscription Amount] (the “Subscription Price”).
1.3 Payment. The Subscription Price shall be paid as follows: [Cash / Bank Transfer / Installment Schedule] on or before [Payment Date(s)].
2. ISSUANCE OF SHARES
2.1 Issuance. Upon receipt of the Subscription Price in full and approval by the Board of Directors, the Corporation shall issue the Shares in the name of the Subscriber and record such issuance in the Corporation’s stock and transfer book.
2.2 Share Certificate. The Corporation shall issue a stock certificate or appropriate electronic record evidencing ownership of the Shares, subject to applicable laws and corporate approvals.
3. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER
The Subscriber represents and warrants that:
3.1 Authority. The Subscriber has full legal capacity and authority to enter into this Agreement.
3.2 Investment Purpose. The Shares are being acquired for investment purposes and not with a view to resale or distribution, except in compliance with applicable laws.
3.3 Understanding of Risks. The Subscriber acknowledges that investment in the Corporation involves risks and that the Subscriber has had the opportunity to ask questions and obtain information regarding the Corporation.
4. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
The Corporation represents and warrants that:
4.1 Organization and Authority. The Corporation is duly organized, validly existing, and in good standing under Philippine law, with full authority to issue the Shares.
4.2 Authorization. The issuance of the Shares has been duly authorized by the Board of Directors of the Corporation.
5. RIGHTS AND RESTRICTIONS
5.1 Voting and Dividend Rights. The Shares shall carry all rights of common stock, including voting and dividend rights, subject to the Corporation’s Articles of Incorporation and By-Laws.
5.2 Transfer Restrictions. The Shares shall be subject to restrictions on transfer under applicable laws, the Corporation’s By-Laws, and any shareholders’ or investment agreements, if any.
6. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
7. MISCELLANEOUS
7.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings.
7.2 Amendments. Any amendment to this Agreement shall be in writing and signed by both Parties.
7.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
7.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
8. SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Common Stock Subscription Agreement as of the date first written above.
CROWN MYCORESIN BIOTECH, INC.
By: _______________________________
Name: [Authorized Signatory]
Title: [Title]
Date: _____________________________
SUBSCRIBER
Signature: _________________________
Name: [Subscriber Name]
Date: _____________________________
Acknowledged before me this ___ day of __________ 20__, at ______________________, Philippines.