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⚠️ DRAFT DOCUMENT - NOT FOR LEGAL USE

DO NOT USE THIS DOCUMENT FOR ACTUAL SECURITIES OFFERINGS.

This is a DRAFT TEMPLATE showing typical subscription agreement structure and content. It is NOT LEGALLY VALID and does not comply with SEC regulations in its current form.

REQUIRED BEFORE USE:

  • Complete review and customization by licensed securities attorney
  • State-specific compliance review (Blue Sky laws)
  • SEC Regulation D compliance verification
  • Form D filing coordination
  • Escrow/custodian agreement integration
  • Legal entity structure verification

LEGAL LIABILITY WARNING: Using this template without proper attorney review could result in severe SEC penalties, state securities violations, investor lawsuits, and criminal liability. Securities law compliance is MANDATORY, not optional.

Subscription Agreement

DRAFT TEMPLATE - Requires Attorney Review Before Use

⚠️ ATTORNEY MUST CUSTOMIZE: Legal entity names, dates, offering details

Subscription Agreement

This Subscription Agreement (this "Agreement") is entered into as of _____________, 202__ (the "Effective Date"), by and between:

BondBricks Inc., a Delaware corporation (the "Company" or "Issuer"), and

The undersigned subscriber ("Subscriber" or "Investor").

The Company is offering for sale securities (the "Securities") consisting of [TYPE OF SECURITY] pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), as set forth in the Private Placement Memorandum dated _____________ (the "PPM").

⚠️ ATTORNEY MUST CUSTOMIZE: Security type, pricing, minimum investment amounts

1. Subscription

Subject to the terms and conditions of this Agreement, the Subscriber hereby subscribes for and agrees to purchase from the Company the following Securities:

Number of Securities:

_______________

Price Per Security:

$_______________

Total Purchase Price:

$_______________

Payment Method:

☐ Wire Transfer ☐ ACH ☐ Check

The minimum investment amount is $_____________ per investor. The Company reserves the right to accept or reject this subscription in whole or in part, in its sole discretion.

⚠️ ATTORNEY MUST CUSTOMIZE: Required investor information fields, tax form integration

2. Investor Information

☐ Individual ☐ Entity

Full Legal Name:

_________________________________________________

Residential Address:

_________________________________________________

_________________________________________________

Email Address:

_________________________________________________

Phone Number:

_________________________________________________

Social Security Number or Tax ID (EIN):

_________________________________________________

Date of Birth (if individual):

_________________________________________________

For Entity Investors Only:

Entity Type:

☐ Corporation ☐ LLC ☐ Partnership ☐ Trust ☐ Other: ____________

State/Jurisdiction of Formation:

_________________________________________________

Authorized Signatory Name and Title:

_________________________________________________

⚠️ ATTORNEY MUST CUSTOMIZE: Complete SEC Rule 501 accredited investor definitions, verification requirements

3. Accredited Investor Certification

The Subscriber hereby represents, warrants, and certifies that the Subscriber is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act. The Subscriber qualifies as an accredited investor based on the following (check all that apply):

☐ Income Test - Individual

I had individual income exceeding $200,000 in each of the two most recent years (or $300,000 combined with my spouse), and I reasonably expect to reach the same income level in the current year.

☐ Net Worth Test

I have a net worth exceeding $1,000,000 (individually or jointly with my spouse), excluding the value of my primary residence.

☐ Professional Certifications

I hold in good standing one or more professional certifications or designations: Series 7, Series 65, or Series 82 license.

☐ Knowledgeable Employee

I am a knowledgeable employee of the fund or its affiliates as defined in Rule 3c-5 under the Investment Company Act of 1940.

☐ Entity - Assets Exceeding $5 Million

I am an entity with total assets exceeding $5,000,000, not formed for the specific purpose of investing in the Securities.

☐ Entity - All Equity Owners Are Accredited

I am an entity in which all of the equity owners are accredited investors.

☐ Registered Investment Adviser

I am a registered investment adviser or SEC-registered investment adviser.

IMPORTANT: The Company may require verification of accredited investor status through third-party verification services or documentation such as tax returns, W-2 forms, bank statements, credit reports, or letters from CPAs, attorneys, or registered broker-dealers.

⚠️ ATTORNEY MUST CUSTOMIZE: Complete representations list, state-specific requirements

4. Investor Representations and Warranties

The Subscriber hereby represents, warrants, and covenants to the Company that:

4.1 Authority

I have full legal capacity, power, and authority to execute and deliver this Agreement and to perform my obligations hereunder. If I am an entity, I am duly organized, validly existing, and in good standing under the laws of my jurisdiction of formation.

4.2 Investment Experience

I have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Securities. I am able to bear the economic risk of my investment and can afford to lose my entire investment.

4.3 Receipt and Review of PPM

I have received, carefully reviewed, and fully understand the PPM, including all risk factors and disclosures. I have had adequate opportunity to ask questions of and receive answers from the Company regarding the offering and the Company's business.

4.4 Investment Purpose

I am acquiring the Securities solely for my own account for investment purposes only and not with a view to, or for resale in connection with, any distribution or public offering of the Securities.

4.5 Restricted Securities

I understand that the Securities have not been registered under the Securities Act or any state securities laws and are being offered pursuant to an exemption from registration. The Securities are "restricted securities" and may not be sold, transferred, or otherwise disposed of unless registered under the Securities Act and applicable state securities laws, or an exemption from registration is available.

4.6 No General Solicitation

I did not become aware of this offering through any form of general solicitation or general advertising, including advertisements, articles, notices, or other communications published in any newspaper, magazine, or similar media, or broadcast over television or radio, or presented at any seminar or meeting.

4.7 Understanding of Risks

I acknowledge and understand that:

  • This is a speculative investment with substantial risks
  • I may lose my entire investment
  • The Securities are illiquid and there is no public market for them
  • The Securities are subject to transfer restrictions
  • There are substantial restrictions on the transferability of the Securities
  • The Company has no obligation to register the Securities

4.8 No Legal or Tax Advice

I have consulted with my own legal, tax, and financial advisors to the extent I deemed appropriate in connection with my investment decision. I have not relied on the Company or any of its representatives for legal or tax advice.

4.9 Residence and Jurisdiction

I am a resident of the state indicated in my investor information above. I am not a resident of any jurisdiction in which the offer or sale of the Securities is prohibited.

4.10 Source of Funds

The funds I am using to purchase the Securities were legally obtained and do not represent the proceeds of any illegal activity. I am in compliance with all applicable anti-money laundering and counter-terrorism financing laws and regulations.

4.11 No U.S. Benefit Plan Investor

The funds I am using to purchase the Securities do not represent assets of an employee benefit plan subject to ERISA or Section 4975 of the Internal Revenue Code, unless I have disclosed such status to the Company in writing.

⚠️ ATTORNEY MUST CUSTOMIZE: Complete bad actor questionnaire per Rule 506(d)

5. Bad Actor Disqualification

Pursuant to Rule 506(d) of Regulation D, the Subscriber represents and warrants that neither the Subscriber nor any of its officers, directors, general partners, or managers (if applicable) is subject to any disqualifying event described in Rule 506(d)(1).

Please answer YES or NO to the following questions:

1. Have you been convicted within the past 10 years of any felony or misdemeanor in connection with the purchase or sale of securities?

☐ YES ☐ NO

2. Are you subject to any order, judgment, or decree of any court enjoining you from engaging in securities-related activities?

☐ YES ☐ NO

3. Are you subject to any SEC administrative order barring you from association with a broker-dealer, investment adviser, or other regulated entity?

☐ YES ☐ NO

4. Have you been suspended or expelled from membership in a self-regulatory organization (such as FINRA)?

☐ YES ☐ NO

5. Have you filed a registration statement that is subject to a currently effective stop order by the SEC?

☐ YES ☐ NO

If you answered YES to any of the above, you may be disqualified from participating in this offering. Please contact the Company immediately.

⚠️ ATTORNEY MUST CUSTOMIZE: Specific transfer restrictions, legend language, holding periods

6. Transfer Restrictions

The Subscriber acknowledges and agrees that:

  • The Securities are subject to restrictions on transfer as described in the PPM and this Agreement.
  • The Securities may not be sold, transferred, pledged, or hypothecated except in compliance with the Securities Act, applicable state securities laws, and the Company's governing documents.
  • Any certificates representing the Securities will bear a legend substantially similar to the following:
    "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."
  • The Company may place stop transfer instructions with its transfer agent to enforce these restrictions.

⚠️ ATTORNEY MUST CUSTOMIZE: Acceptance procedures, closing conditions, escrow arrangements

7. Acceptance and Rejection

This subscription is subject to acceptance or rejection by the Company in its sole discretion. The Company reserves the right to reject this subscription in whole or in part for any reason or no reason. This Agreement shall become binding upon the Company only when it is accepted and countersigned by the Company.

All subscription proceeds will be held in escrow by [ESCROW AGENT NAME] until the closing of the offering or rejection of this subscription, at which time funds will either be released to the Company or returned to the Subscriber.

⚠️ ATTORNEY MUST CUSTOMIZE: Indemnification scope, limitations, state law compliance

8. Indemnification

The Subscriber agrees to indemnify and hold harmless the Company, its officers, directors, employees, agents, and affiliates from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the Subscriber's representations, warranties, or covenants contained in this Agreement.

⚠️ ATTORNEY MUST CUSTOMIZE: Governing law, dispute resolution, notice provisions

9. Miscellaneous Provisions

9.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

9.2 Entire Agreement

This Agreement, together with the PPM, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

9.3 Amendments

This Agreement may not be amended except by a written instrument signed by both parties.

9.4 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

9.5 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

⚠️ ATTORNEY MUST CUSTOMIZE: Signature requirements, witnessing requirements, entity authorization

10. Subscriber Signature

By signing below, I acknowledge that:

  • I have carefully read this Subscription Agreement and the PPM
  • I understand the risks involved in this investment
  • All information provided by me is true, accurate, and complete
  • I qualify as an accredited investor
  • I am acquiring the Securities for investment purposes only
  • I have had the opportunity to ask questions and consult with my advisors

SUBSCRIBER SIGNATURE

Signature: _________________________________________________

Print Name: _________________________________________________

Date: _________________________________________________

Title (if signing for entity): _________________________________________________

SPOUSAL CONSENT (if applicable)

If the Subscriber is married and resides in a community property state, the spouse must sign below to acknowledge and consent to the investment.

Spouse Signature: _________________________________________________

Print Name: _________________________________________________

Date: _________________________________________________

ACCEPTED AND AGREED BY THE COMPANY

BondBricks Inc.

By: _________________________________________________

Name: _________________________________________________

Title: _________________________________________________

Date: _________________________________________________

⚠️ ATTORNEY MUST CUSTOMIZE: Required exhibits list

Exhibits

The following exhibits are attached to and form part of this Subscription Agreement:

  • Exhibit A: Investor Questionnaire
  • Exhibit B: W-9 Form (or W-8 for foreign investors)
  • Exhibit C: Accredited Investor Verification Documentation
  • Exhibit D: Wire Transfer Instructions
  • Exhibit E: Anti-Money Laundering Certification

⚠️ FINAL LEGAL REMINDER

This document is a DRAFT TEMPLATE ONLY and is NOT legally enforceable in its current form.

DO NOT USE FOR ACTUAL SECURITIES TRANSACTIONS. All content must be reviewed, customized, and approved by a licensed securities attorney before use.

BondBricks assumes no liability for use of this template. Failure to obtain proper legal counsel may result in SEC enforcement actions, state securities violations, and investor litigation.