CROWN ORGANOGENESIS PROTOCOLS, INC.
This Common Stock Subscription Agreement (“Agreement”) is made and entered into as of __________, 20 (the “Effective Date”), by and between:
CROWN ORGANOGENESIS PROTOCOLS, INC., 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 (the “Corporation”);
AND
__________________________________, of legal age, with address at __________________________________ (the “Subscriber”).
The Corporation and the Subscriber may be referred to individually as a “Party” and collectively as the “Parties”.
1. SUBSCRIPTION OF SHARES
1.1 The Subscriber hereby subscribes to __________ (_____) shares of Common Stock of the Corporation, with a par value of PHP ________ per share, at a subscription price of PHP ________ per share, for a total subscription amount of PHP __________ (the “Subscription Amount”).
1.2 The shares subscribed under this Agreement are newly issued common shares of the Corporation.
2. PAYMENT TERMS
2.1 The Subscription Amount shall be paid as follows (check one):
- ☐ Full payment upon execution of this Agreement; or
- ☐ Installment payments as set forth in Schedule A attached hereto.
2.2 Payment shall be made by cash, bank transfer, or check payable to Crown Organogenesis Protocols, Inc.
3. ISSUANCE OF SHARES
3.1 Upon full payment of the Subscription Amount and approval by the Board of Directors, the Corporation shall:
- Issue the subscribed shares in the name of the Subscriber;
- Record the Subscriber in the Stock and Transfer Book; and
- Issue a Stock Certificate evidencing ownership.
4. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER
The Subscriber represents and warrants that:
4.1 The Subscriber has full legal capacity and authority to enter into this Agreement.
4.2 The shares are being acquired for investment purposes only and not with a view to resale or distribution in violation of applicable securities laws.
4.3 The Subscriber has conducted independent due diligence and understands the risks associated with investing in a biotechnology and agricultural research and development company.
5. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
The Corporation represents and warrants that:
5.1 It is duly organized and existing in good standing under Philippine law.
5.2 The execution and delivery of this Agreement has been duly authorized by the Board of Directors.
5.3 The shares issued pursuant to this Agreement shall be validly issued, fully paid, and non-assessable.
6. SHAREHOLDERS’ AGREEMENT
6.1 As a condition to this subscription, the Subscriber agrees to execute and be bound by the Shareholders’ Agreement of the Corporation, if any, as may be amended from time to time.
6.2 In the event of any inconsistency between this Agreement and the Shareholders’ Agreement, the provisions of the Shareholders’ Agreement shall prevail.
7. RESTRICTIONS ON TRANSFER
7.1 The subscribed shares shall be subject to restrictions on transfer under:
- Applicable Philippine law;
- The Corporation’s Articles of Incorporation and By-Laws; and
- The Shareholders’ Agreement, if any.
7.2 Any transfer of shares shall require prior approval of the Board of Directors.
8. CONFIDENTIALITY
The Subscriber agrees to keep confidential all non-public technical, scientific, financial, and proprietary information of the Corporation obtained in connection with this subscription.
9. INTELLECTUAL PROPERTY
9.1 Ownership of shares does not grant the Subscriber any ownership, license, or use rights over the Corporation’s intellectual property, including but not limited to organogenesis protocols, microbial strains, tissue culture technologies, and related know-how.
10. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
11. MISCELLANEOUS
11.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof.
11.2 Amendments. Any amendment must be in writing and signed by both Parties.
11.3 Severability. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.
11.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
CROWN ORGANOGENESIS PROTOCOLS, INC.
By: _______________________________
Name: _____________________________
Title: _____________________________
Date: _____________________________
SUBSCRIBER
Name: _____________________________
Signature: _________________________
Date: _____________________________
Schedule A – Installment Payment Schedule (if applicable)
| Payment No. | Amount (PHP) | Due Date | Paid (Y/N) |
|---|---|---|---|