Free Investment Subscription Agreement Creator - Create Online

Investment Subscription Agreement

BETWEEN:

John Smith ("Subscriber")

AND:

ACME Tech Innovations, Inc., a United States corporation ("Company")

1. Subscription for Preferred Shares

1.1. Subscription and Purchase Price

The Company hereby offers to the Subscriber the opportunity to acquire preferred shares in the Company ("Preferred Shares"). The Subscriber hereby agrees to subscribe for and purchase such Preferred Shares, subject to the terms and conditions set forth in this Investment Subscription Agreement ("Agreement"). The purchase price for each Preferred Share shall be as determined by mutual agreement between the Company and Subscriber ("Purchase Price").

1.2. Subscription Commitment

The Subscriber hereby commits to investing an aggregate amount of US$________ ("Subscription Amount"), payable in accordance with the payment schedule set forth in Section 3. Upon the Company's receipt of the Subscription Amount in full, it shall allot and issue to the Subscriber the Preferred Shares corresponding to the Subscription Amount, as calculated based on the Purchase Price.

2. Representations and Warranties of the Subscriber

2.1. Authority and Capacity

The Subscriber represents and warrants to the Company that the Subscriber has the full legal capacity and authority to enter into and perform their obligations under this Agreement, and this Agreement constitutes a valid and binding obligation of the Subscriber, enforceable in accordance with its terms.

2.2. Investment Decision

The Subscriber acknowledges that it has reviewed the Company's business, prospects, financial condition, and technology, and has had the opportunity to ask questions of and receive information from the Company's representatives. The Subscriber further acknowledges that they are relying solely on their own independent assessment and judgment in deciding to enter into this Agreement and to make an investment in the Company, and not on any representations, warranties, or statements made by the Company, other than those expressly set forth in this Agreement.

2.3. Investment Risk

The Subscriber acknowledges that the investment in the Preferred Shares involves substantial risks, including, but not limited to, the possible loss of the entire Subscription Amount, and may not be a suitable investment for all investors. The Subscriber represents that it is an "accredited investor" as defined under the rules and regulations of the United States Securities and Exchange Commission, and that it has the financial ability to bear the economic risk of its investment in the Preferred Shares, including the potential loss of the entire Subscription Amount.

3. Payment of Subscription Amount

The Subscription Amount shall be paid by the Subscriber to the Company by wire transfer or other mutually acceptable means, in accordance with the following payment schedule:

3.1. Initial Payment: The Subscriber shall pay an amount equal to 50% of the Subscription Amount within five (5) business days after the effective date of this Agreement ("Effective Date").

3.2. Final Payment: The Subscriber shall pay the remaining 50% of the Subscription Amount within fifteen (15) business days after the Effective Date or such other date as may be agreed upon by the parties.

4. Rights and Obligations of Preferred Shareholders

4.1. Dividends

Subject to applicable laws and the Company's articles of incorporation, the holders of Preferred Shares shall be entitled to receive dividends, as and when declared by the Company's board of directors, in preference to the holders of common shares. The Preferred Shares shall have a cumulative and non-cumulative dividend preference, as determined by the Company's board of directors.

4.2. Liquidation Preference

Upon the liquidation, dissolution, or winding-up of the Company, the holders of Preferred Shares shall be entitled to receive, in preference to the holders of common shares, the Purchase Price per Preferred Share, plus any declared but unpaid dividends thereon.

4.3. Conversion Rights

The Preferred Shares shall be convertible, at any time and from time to time, at the option of the holder thereof, into fully paid and non-assessable common shares of the Company, at the conversion rate as determined by the Company's board of directors.

4.4. Voting Rights

The holders of Preferred Shares shall have the same voting rights as the holders of common shares on an as-converted basis, and each Preferred Share shall be entitled to one vote on each matter submitted to a vote of the shareholders of the Company.

5. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed and enforced in accordance with the laws of the United States, without regard to its principles of conflicts of law. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved by binding arbitration, administered by a recognized arbitration institution and conducted by a single arbitrator, in accordance with the applicable arbitration rules. The arbitration shall be held in a location mutually agreed upon by the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

6. Miscellaneous

6.1. Amendments

This Agreement may only be amended or modified by a written instrument executed by both parties hereto.

6.2. Entire Agreement

This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the parties with respect to such subject matter.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

______________________

John Smith

Subscriber

______________________

ACME Tech Innovations, Inc.

By: __________________

Its: Authorized Signatory