Re: Share Acquisition
Dear (Seller’s Name):
In connection with your private sale of stock to me of 500 common shares, par value $____ (referred to herein as the “Shares”), of XYZ Corp. (the “Company”), I hereby represent that:
(i) I am acquiring these shares for my account and for the purpose of investment and not with a view to distribution, and I will not dispose of such shares in any manner that would involve a violation of applicable securities laws;
(ii) I have had the opportunity to ask questions of, and to receive answers from, the Company with respect to my acquisition of the Shares. I have been given full access to such financial and other information for me to make a fully informed decision as to investing in the Shares;
(iii) I have been advised and understand that these shares have not been registered under the Securities Act of 1933 (the “Act”), are “restricted securities” within the meaning of Rule 144 under the Act, are subject to restrictions on transfer, and that the Company is under no obligation to register these shares under the Act or to take any action that would make available to me any exemption from such registration;
(iv) I have not received any offer to acquire the Shares pursuant to any advertisement, article, notice, or any other communication published in any newspaper, magazine, or similar broadcast media;
(iv) I understand that no federal or state agency has made any finding or determination as to the fairness for investment of the Shares;
(v) I understand that investing in the Shares is highly speculative;
(vi) I am an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act; and
(vii) I understand that the certificates for such Shares shall bear an appropriate legend restricting transfer in accordance with applicable securities laws and the terms of a shareholders agreement.
You are authorized to deliver the enclosed additional signed copy of this agreement to the Company, and this agreement shall be enforceable directly by the Company.
THIS IS ONLY A SAMPLE LETTER. CONSULT WITH LEGAL COUNSEL BEFORE USING IT.
This article originally appeared in The Business Owner Journal, the periodical of choice for owners of small and midsize private businesses. All rights reserved, D.L. Perkins LLC. © 2014.
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