MULTISYS LANGUAGE SOLUTIONS, INC. Subscription Agreement For Common Stock
Exhibit 10.4
MULTISYS LANGUAGE SOLUTIONS, INC.
Subscription Agreement
For
Common Stock
1.
Subscription
Subject to the terms and conditions of that certain Common Stock, the undersigned (the “Purchaser”), hereby agrees and subscribes to purchase from Multisys Language Solutions, Inc., a Nevada Corporation (the “Company”), common stock at a purchase price of $.10 per Share, for an aggregate investment and purchase price as set forth on the signature page hereof (the “Purchase Price”). This offering is being undertaken pursuant to Regulation D, Rule 504. Shares can be sold to both accredited investors as defined in Section 2(15) of the Securities Act and Rule 501 promulgated thereunder and up to 35 non-accredited investors.
2.
Company Documents Provided to Investors in This Offering.
The
Purchaser hereby acknowledges receipt and approval of a copy of the following
Company Documents:
Regulation D Rule 504 disclosure document, Strategic Business Plan, Investor Suitability Questionnaire and Subscription Agreement.
3.
Acceptance of Subscription
The Purchaser understands and agrees that (i) the Company in its sole discretion reserves the right to accept or reject this subscription, (ii) the Company shall have no obligation hereunder until the Company shall execute and deliver to the Purchaser an executed copy of the Purchase Agreement, which the Company has provided to the Purchaser, and (iii) this Subscription Agreement shall continue in full force and effect to the extent this subscription is accepted.
4.
Irrevocability; Binding Effect
The Purchaser hereby acknowledges and agrees that once the Purchase Price is paid to Multisys Language Solutions, Inc. and accepted by Multisys Language Solutions, Inc., the subscription hereunder is irrevocable by the Purchaser, except as required by applicable law or as set forth in the Purchase Agreement, and that this Subscription Agreement shall be binding upon, and inure to the benefit of the parties and their respective successors, legal representatives, and permitted assigns.
5. Modification
This Subscription Agreement shall not be modified or waived except by an instrument in writing signed by the party against whom any such modification or waiver is sought.
6. Assignability
This Subscription Agreement and the right, interest and obligations hereunder are not transferable or assignable by the Purchaser, except to an affiliate of the Purchaser who qualifies as an “accredited investor” (as defined in the Purchase Agreement), and the Purchaser further agrees that the transfer or assignment of the common stock shall be made only in accordance with all applicable laws.
7. Applicable Law
This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to its conflicts-of-laws principles.
8. Blue Sky Qualification
The Purchaser’s right to purchase common stock under this Subscription Agreement is expressly conditioned upon the exemption from qualification of the offer and sale of the Shares from applicable federal and state securities laws. The Company shall not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction.
9. Confidentiality
The Purchaser acknowledges and agrees that any information or data the Purchaser has acquired from or about the Company, including, but not limited to, information in the disclosure document, which is not otherwise properly in the public domain, was received in confidence. The Purchaser agrees not to divulge, communicate or disclose, except as may be required by law or for the performance of this Subscription Agreement, or use to the detriment of the Company or for the benefit of any other person or persons, or misuse in any way, any confidential information of the Company, including any trade or business secrets of the Company and any business materials that are treated by the Company as confidential or proprietary.
ALL SUBSCRIBERS MUST COMPLETE THIS PAGE
The
undersigned Purchaser hereby agrees to the foregoing terms of this Subscription
Agreement
and hereby subscribes for _____________________ number of shares of
common stock at $.10 per share.
SUBSCRIBERS THAT ARE INDIVIDUALS MUST COMPLETE AND
SIGN BOTH COPIES OF PAGE 4.
EXECUTION BY AN INDIVIDUAL
Exact Name in Which Title is to be Held
IF PURCHASED WITH ANOTHER INDIVIDUAL:
____________________________
____________________________
Name (please print)
Name of Other Purchaser
____________________________
____________________________
Residence: Number and Street
Residence: Number and Street
____________________________
____________________________
Unit or Suite Number
Unit or Suite Number
____________________________
____________________________
City, State and Zip Code
City, State and Zip Code
____________________________
____________________________
Country (if outside USA)
Country (if outside USA)
______________________________
_____________________________
Social Security Number (or Tax I.D.)
Social Security Number (or Tax I.D.)
[U.S. residents only]
[U.S. residents only]
_________________________
________________________
Email Address
Email Address
_________________________
________________________
Phone Number
Phone Number
By: _____________________
By: ____________________
Purchaser
Other Purchaser
ACCEPTED
AND AGREED TO AS OF THE _____ DAY OF _________, 2008:
MULTISYS LANGUAGE SOLUTIONS, INC.
BY:
____________________
Xxxxxxx Xxxxxxxx, President
