The Form of Subscription Agreement is a critical document used in private placement transactions within the United States. It serves as the primary contract when companies seek to raise capital by selling securities to investors. This document is essential for compliance with SEC regulations, including Regulation D and state securities laws. The agreement typically includes detailed information about the investment terms, investor qualifications (particularly regarding accredited investor status), and various representations and warranties. Companies commonly use this type of agreement when conducting private offerings, whether for equity or debt securities.
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1. Parties: Identifies the issuer and subscriber, including full legal names and addresses
2. Background/Recitals: Describes the context of the subscription, including the securities being offered
3. Definitions: Key terms used throughout the agreement
4. Subscription and Purchase: Details of the securities being subscribed for, including quantity and price
5. Payment Terms: Method and timing of payment for the subscribed securities
6. Representations and Warranties of Subscriber: Subscriber's confirmations regarding accredited investor status, investment intent, etc.
7. Representations and Warranties of Issuer: Issuer's confirmations regarding authority, compliance with laws, etc.
8. Closing Conditions: Conditions that must be met before the subscription can be completed
9. General Provisions: Standard legal provisions including governing law, notices, etc.
1. Registration Rights: Optional provisions granting rights regarding future registration of securities for resale purposes
2. Tag-Along Rights: Optional provisions granting right to participate in future sales, typically for minority investor protection
3. Anti-Dilution Provisions: Optional provisions providing protection against future dilution of investment value
4. Information Rights: Optional provisions granting rights to receive ongoing company information and financial reports
1. Investor Questionnaire: Form to verify accredited investor status and investment suitability
2. Form of Securities: Description or copy of the actual security certificate or instrument being offered
3. Risk Factors: Detailed description of investment risks and considerations
4. Company Information: Financial statements and other relevant company information
5. Wire Transfer Instructions: Payment details and instructions for submitting subscription amount
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