This sample Subscription Agreement sets forth terms and conditions for a company to sell a certain number of shares to an investor at a certain price, and the agreement by the investor to pay that price. This form of Subscription Agreement is designed for use in connection with initial round private offerings of securities solely in the United States that are not undertaken or assisted by a placement agent. This is not intended for use in connection with the initial issuance to founders upon formation of the company, to a venture capital group or private equity firm (which are addressed in the sample securities purchase agreement), or to employees, advisors and consultants under employee option or other equity incentive plans. This form of Subscription Agreement also assumes that an offering memorandum describing the company, its business and material agreements, and identifying specific risk factors associated with making an investment in the company will be prepared and distributed to potential investors.