Appendix
Example Subscription Agreement
As adapted from www.sec.gov archives
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES TO AN OFFERING OF COMMON STOCK RELYING UPON ONE OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL SECURITIES LAWS PURSUANT TO SECTION 4(2) AND/OR RULE 506 OF Regulation D (“Regulation D”) AS PROMULGATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NONE OF THE SHARES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED NONE MAY BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(Accredited and up to 35 Non-Accredited, Sophisticated Investors)
Criss-Cross Railroad Co.
6992 Park Place
Monopoly Town, California 90210
Ladies and Gentlemen:
Criss-Cross Railroad Co. (the “Company”) is offering, on an exempt private placement basis, up to an aggregate of 2,600,000 shares of its common stock (each a “Share” or collectively, “Shares”). The Shares are being offered exclusively through Baltic Management, Inc. (the “Placement Agent”) under a placement agency agreement (the “Placement Agreement”) to eligible investors (a “Subscriber” or collectively, “Subscribers”) at a subscription price of U.S. $3.00 per Share (the “Purchase Price”). The Subscriber will purchase a minimum of 10,000 Shares ($30,000),