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Exhibit 10.12



Dear Sir or Madam:

1. Subscription.none The undersigned, intending to be legally bound, irrevocably subscribes for and agrees to purchase the aggregate number of shares of the common stock (" Common Stock" ), par value $.001 per share (each a " Share" and collectively, the " Shares" ), and warrants to purchase shares of Common Stock (each a " Warrant" and collectively, the " Warrants" ) of American Distributed Generation Inc., a Delaware corporation (the " Company" ), indicated on the signature page hereof, on the terms and conditions described herein and in the Confidential Private Placement Memorandum dated July 25, 2003 (which, together with all exhibits, attachments, amendments and supplements thereto, is referred to as the " Memorandum" ). The undersigned has also completed the Accredited Investor Questionnaire attached to this Agreement.

The undersigned herewith delivers to the Company the consideration (" Purchase Price" ) required to purchase the Shares and the Warrants subscribed for hereunder by wire transfer funds payable to: American Distributed Generation Inc., 45 First Avenue, Waltham, MA 02451. The minimum investment is for $50,000 unless otherwise determined in the discretion of the Company. The Shares and the Warrants will be issued in accordance with the terms and conditions set forth in the Memorandum. Capitalized terms not otherwise defined in this Agreement have the meanings specified in the Memorandum.

2. Investor Representations, Warranties and Covenantsnone . The undersigned hereby acknowledges, represents and warrants to, and agrees with the Company as follows:

(a) The undersigned is acquiring the Shares and the Warrants for the undersigned' s own account as principal, for investment purposes only, and not with a view to, or for, resale or distribution of all or any part of the Shares and the Warrants, and no other person has a direct or indirect beneficial interest in such Shares or Warrants;

(b) The undersigned acknowledges its understanding that the offering and sale of the Shares and the Warrants is intended to be exempt from registration under the Securities Act of 1933, as amended (the " Securities Act" ), by virtue of Section 4(2) of the Securities Act and Rule 505 of Regulation D (" Regulation D" ) promulgated thereunder and Section 4(6) of the Securities Act, and, in furtherance thereof, the undersigned represents and warrants to and agrees with the Company that the undersigned has the financial ability to bear the economic risk of the undersigned' s investment, has adequate means for providing for the undersigned' s current needs and contingencies and has no need for liquidity with respect to the undersigned' s investment in the Shares and the Warrants.

(c) The undersigned is an " accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act. The undersigned hereby certifies that the information set forth in the attached Accredited Investor Questionnaire is accurate and complete as of the date of this Agreement.

(d) The undersigned:

(1) has been furnished with a copy of the Memorandum and any other documents which have been made available upon request and the undersigned has carefully read the Memorandum and understands and has evaluated the risks of a purchase of the Shares and the Warrants, including the risks set forth under " Risk Factors" in the Memorandum; and has relied solely on the information contained in the Memorandum, and any supplemental written information furnished pursuant to Subsection (ii) below;

(2) has been given the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Offering of the Shares and the Warrants, and has been given the opportunity to obtain additional information necessary to satisfy the undersigned as to the accuracy of the information contained in the Memorandum to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense and has not been furnished with any other offering literature except as referred to in the Memorandum;


(3) has not relied on any oral representation, warranty or information in connection with the Offering of the Shares and the Warrants by the Company, or any officer, employee, agent or affiliate of the Company;

(4) has determined that the Shares and the Warrants are a suitable investment for the undersigned and that at this time the undersigned can bear a complete loss of the undersigned' s investment therein;

(5) has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the undersigned' s investment in the Shares and the Warrants;

(e) If the undersigned is a corporation, limited liability company, partnership, trust, qualified plan or other entity, it is authorized and qualified to become a holder of the Shares and the Warrants, and the person signing this Subscription Agreement on behalf of such entity has been duly authorized to do so;

(f) Any information which the undersigned has heretofore furnished and herewith furnishes to the Company with respect to the undersigned' s financial position and business experience is correct and complete as of the date of this Agreement and if there should be any material change in such information prior to issuance to the undersigned of the Shares and the Warrants, the undersigned will immediately furnish such revised or corrected information to the Company;

(g) The foregoing acknowledgments, representations, warranties and agreements shall survive the closing at which the Shares and the Warrants are issued;

(h) The undersigned acknowledges that the undersigned has not purchased the Shares or the Warrants as a result of any general solicitation or general advertising; and

(i) The undersigned' s overall commitment to investments which are not readily marketable is not disproportionate to the undersigned' s net worth, and the undersigned' s prospective investment in the Company and will not cause su
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