Stock subscription agreement between Epicodus, Inc. and Michael Kaiser-Nyman
STOCK SUBSCRIPTION AGREEMENT
The undersigned hereby subscribes for the following shares of common stock of Epicodus, Inc., a corporation organized under the laws of the State of Oregon:
1,000 shares for cash in the amount of $100
Upon full payment, a certificate shall be issued to the undersigned for the number of shares subscribed for and these shares shall be fully paid and nonassessable.
In the event of any default by the undersigned, the corporation may, at its option, declare this subscription to be null and void, in which event all amounts theretofore paid on account hereof shall become the property of the corporation as liquidated damages.
I represent that I am knowledgeable and experienced in financial and business matters, capable of evaluating the merits and risks of investing in Epicodus, Inc., without advice or assistance, and I have investigated Epicodus, Inc. to my satisfaction. I represent that I am a resident of Oregon and that I am acquiring the subscribed shares for my own account for investment purposes only and not with a view to distribution or resale and am aware that I must bear the economic risk of my investment for an indefinite period of time because the shares have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other applicable state, and therefore cannot be sold unless such shares are subsequently registered under the Act and Laws or exemptions from such registration become available. I also acknowledge that based upon the representations contained herein, Epicodus, Inc. shall consider the subscribed shares to be exempt from registration under the Securities Act of 1933, as amended, and the securities laws of any other applicable state, and accordingly will not register the same with the Securities and Exchange Commission or the regulatory body for any other applicable state. I agree not to undertake any act which would either jeopardize the applicability of such exemptions or require the registration of such shares at such time without first obtaining the opinion of counsel satisfactory to Epicodus, Inc. that the proposed act will not have such effect. The subscribed shares will be represented by certificates, which shall bear the following legends:
“The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state securities laws. These shares have been acquired for investment and not with a view to their distribution or resale. Such shares may not be sold, pledged or otherwise transferred without an effective registration statement for such shares under the Act, or an opinion of counsel satisfactory to the Corporation to the effect that registration is not required.
The Corporation has elected to be an S corporation under the Internal Revenue Code. No sale, transfer, pledge, or other disposition of the shares represented by this certificate may be made if the sale, transfer, pledge, or other disposition would result in the termination of the Corporation's election to be an S corporation.”
EFFECTIVELY dated: July 9, 2013
an Oregon corporation
Michael Kaiser-Nyman, President
Date: July 9, 2013