How do I Hard Code a Signing Document?

When a company is preparing to have Investors, Board Members, Shareholder, Option Grantees, or anyone else who needs to sign something on Main Street Exchange, one of the easiest ways to make sure it looks great is to hard code in the signature and pre-filled field forms.  A document drafter can not only drop in the pre-filled forms, but can also create custom forms and tooltips so that a signer knows exactly what information needs to be put in and where.  Below you will find guidance on how to use hard codes in your document drafting, as well as step-by-step instructions on how to upload a document for signature on Main Street Exchange.  Remember that, after you have created your document, you will need to convert it into a PDF to upload it onto Main Street Exchange.  For information on how to upload signing documents on Main Street Exchange, see our Knowledge Base “FAQs on Uploading Signing Documents“.

1) I want to set up a document to allow the person to whom I am sending it to sign it.  How do I do that?

When creating a document that you need someone else to sign, the easiest thing is to drop in signature fields and pre-named fields.  Main Street Exchange uses AdobeSign’s API to have documents e-signed on the platform.

  • In the spot where you want the signer (whether purchaser or someone else) to sign, you can paste the following form tag:

{{Sig_es_:signer1:signature}}

  • In any spot where you want the signer’s name to be pre-filled, you can paste the following form tag:

{{N_es_:signer1:fullname}}

  • In any spot where you want the signer to initial the document, you can paste the following form tag:

{{Int_es_:signer1:initials}}

  • In any spot where you want the date that the signer is signing the document to appear, you can use the following form tag:

{{Dte_es_:signer1:date}}

  • In any spot where you want the number of securities that the signer is purchasing to appear, you can use the following form tag:

{{quantSecurities_es:prefill}}

  • In any spot where you want the amount of money that the signer is investing to appear, you can use the following form tag:

{{priceTotalSecurities:prefill}}

** SPECIAL NOTE – AdobeSign requires that the signatory’s email appear beneath his, her or its signature.  Therefore, when drafting your document, make sure that the signer’s email appears.  To drop in the signer’s email, you can use the following form tag:

{{Dte_es_:signer1:email}}

2)  What if I want multiple signers to sign the same document?

If you are sending your document to multiple potential signatories, you have several options for drafting and setting up your document.  AdobeSign has some limitations on the ability to include multiple signatures on one page (other than countersignatures), so here is what Main Street Exchange recommends:

  • If you are setting up a document to be signed in connection with the offering of securities (e.g., Purchase Agreement, Investor Rights Agreement, etc.):
    • draft the preamble (opening part) of your document to define “Investors”, “Purchasers”, “Members” or whatever term you are using to refer to your signatories very generally. Perhaps you want to refer to a Schedule of Purchasers (Main Street Exchange allows you to automatically generate a Schedule of Purchasers by clicking on “Reporting” in the left-hand navigation menu and making your selection on the Reporting page), or you simply want to refer to “the Purchasers who sign this Agreement.”  Discuss with your legal counsel the best way to phrase this.
    • Set up the signature page exactly as you would if this were a single signatory document – again, the codes are as follows:

Purchaser Signature
Signature: {{Sig_es_:signer1:signature}}
Name: {{N_es_:signer1:fullname}}
Initials: {{Int_es_:signer1:initials}}
Email: {{Dte_es_:signer1:email}}

  • If you are setting up a document to be signed by the Board of Directors or a group of existing investors (i.e., shareholder consent or note holder consents as a class):
    • On the signature page, list every intended signatory to the document;
    • Create a signature box beneath the list as follows:

By:       {{Sig_es_:signer1:signature}}
Name: {{N_es_:signer1:fullname}}
Email: {{Dte_es_:signer1:email}}

Note that when you use the “User Groups” (available through the left-hand navigation menu) to send a document to a User Group, each individual in the User Group will receive that document to sign, and you will be able to track who has signed it by clicking the “Document Status” button next the to the User Group name.

3) How do I set up a document that needs to be countersigned by the Company?

If the company for whose listing you are creating the document needs to countersign that document AFTER the other party signs it, then you can use the following codes:

  • In the spot where you want the counter-signatory (the Company) to sign, you can paste the following form tag:

{{Sig_es_:signer2:signature}}

  • In any spot where you want the name of the individual who is actually countersigning o be pre-filled, you can paste the following form tag:

{{N_es_:signer2:fullname}}

  • In any spot where you want the counter-signatory to initial the document, you can paste the following form tag:

{{Int_es_:signer2:initials}}

  • In any spot where you want the date that the counter-signatory is signing the document to appear, you can use the following form tag:

{{Dte_es_:signer2:date}}

Don’t forget that you need the counter-signatory’s email to appear beneath their signature somewhere, so you can use the following form tag:

{{Dte_es_:signer2:email}}

4)  How do I create checkboxes that can be checked by signatories?

To insert check boxes, drop the following form tag wherever you want the check box:

{{check1_es_:checkbox}}

5)  How can I create custom input boxes so that a signatory can input additional information wherever I need it?

If there are pieces of information that you need to collect from a signatory, you can create as many custom fill-in boxes as you’d like.  The formula for doing this is as follows:

  • {{field1_es_:signer1:field}} – Change the “Field1” and “field” to any words you want, and do not include any spaces in the tag, so they look like this:
    • For Address: {{Address_es_:signer1:Address}}
    • For Entity Name: (i.e., for entities purchasing securities with an individual signing documents):   {{Entity_es_:signer1:Entity}}
    • For Social Security #: {{SocialSecuity_es_:signer1:SocialSecurity}}

You can make this custom field be whatever you want.  You can also add a Tool Tip into your custom form to give instructions to the signatory.  To do that, you use the following formula:

{{Field1_es_:signer1:field:tooltip(“Text of tooltip here.”)}}

NOTE, if you want the counter-signatory to fill in any box in a custom form tag, just change “signer1” to “signer2”.

6)  Do you have any tips or tricks I should know?

  • The number one thing to be aware of is that a form tag may NOT break across lines in your PDF document once you convert it from your document editor. For example:

WRONG

On January 1, 2015, the Purchaser shall make a payment of {{Amount1 _es_:signer1:Amount1}} to the Company.

CORRECT

On January 1, 2015, the Purchaser shall make a payment of
{{Amount1_es_:signer1:Amount1}} to the Company.

  • Form tags are recognized ONLY in the following fonts: Arial, Helvetica and Times New Roman.  If you are using a different font for the rest of your document, that is okay, but your form tags MUST be in any of Arial, Helvetica or Times New Roman.

To provide more space in a form tag (for example, if you want to make sure that longer email addresses are displayed in full, you can add in as many spaces as you want BEFORE the final closing curly brackets }}. For example:

{{Dte_es_:signer1:email                   }}

(just make sure not to let your form tag break across two lines)

7)  What if I don’t want to Hard Code in Form Tags and instead want to insert tags through Main Street Exchange?

If you would rather append form tags through the Main Street Exchange upload, then you simply have to select that option when uploading a document to be signed.

DRAFTING NOTE FOR APPENDING FORM TAGS:  If you are planning on just appending Form Tags into your document through Main Street Exchange, be sure to leave adequate space in your document template that you will be uploading so that you can drop in the Form Tags.  If you do not leave enough space, you run the risk of input information overwriting other text in your document.

For additional help on Form Tags, you can go to AdobeSign directly here:
https://helpx.adobe.com/sign/help/text-tags.html

You can also reach us at contact@mainstreetexchange.com with any questions you may have.