Massachusetts Subscription Agreement: Detailed Description A Massachusetts Subscription Agreement is a legally binding contract between Charge. Com, Inc. (the "Company") and a prospective investor that outlines the terms and conditions for the purchase of units consisting of common stock and a common stock warrant. This agreement serves as a means for the Company to raise capital through the sale of securities to investors. It ensures transparency, protects the rights and interests of both parties, and sets out the obligations and responsibilities of each party involved. The Massachusetts Subscription Agreement typically includes the following key elements: 1. Parties Involved: The agreement clearly identifies the Company, including its legal name, address, and contact information, and the prospective investor, including their legal name and contact information. 2. Units and Securities: The agreement specifies the number of units the investor is purchasing and the type of securities included in the units. In this case, it consists of common stock and a common stock warrant. 3. Purchase Price: The agreement states the purchase price per unit and outlines the payment terms, including the timing and method of payment. 4. Representations and Warranties: Both parties make certain representations and warranties to each other, ensuring the accuracy of information provided and the authority to enter into the agreement. 5. Closing Conditions: The agreement outlines the conditions that must be met before the transaction can be completed, such as obtaining necessary approvals or fulfilling regulatory compliance requirements. 6. Subscription Process: It describes the steps the investor must take to subscribe to the units, including submitting the completed subscription agreement, relevant forms, and any required documentation. 7. Use of Proceeds: The agreement may include a provision that details how the funds raised through the subscription will be utilized by the Company. 8. Transfer Restrictions: This section outlines any restrictions imposed on the transfer or sale of the units and securities, ensuring compliance with applicable laws and regulations. Types of Massachusetts Subscription Agreements: 1. Convertible Note Subscription Agreement: This type of agreement allows investors to purchase convertible notes instead of common stock and a common stock warrant. Convertible notes give investors the option to convert their debt into equity at a later stage, providing flexibility for both the Company and the investor. 2. Preferred Stock Subscription Agreement: Unlike common stock, preferred stock offers certain preferences and advantages to investors. A Preferred Stock Subscription Agreement outlines the terms and conditions for the purchase of preferred stock units, including dividend rates, liquidation preferences, and voting rights. 3. Restricted Stock Subscription Agreement: In cases where the common stock is subject to certain restrictions, such as lock-up periods or rights of first refusal, a Restricted Stock Subscription Agreement is used. It ensures compliance with these restrictions and addresses the specific terms related to the restricted common stock units. These agreements serve as legally binding documents that protect the rights and interests of both parties involved in the investment transaction. It is crucial for both the Company and the prospective investor to thoroughly review and understand the terms outlined in the Massachusetts Subscription Agreement before signing. Consulting with legal professionals is recommended to ensure compliance with state and federal regulations.