The Unit Subscription Agreement serves as a crucial document in U.S. private placement transactions, particularly for LLCs and limited partnerships raising capital. This agreement is essential when entities seek to sell ownership units to investors while maintaining compliance with federal and state securities regulations. The document typically includes detailed subscription terms, investor qualifications, representations and warranties, and various rights and restrictions associated with the units. It's particularly important for ensuring proper documentation of investment terms and maintaining compliance with SEC regulations and state blue sky laws. The agreement helps protect both the issuer and investor by clearly defining their rights and obligations in the transaction.
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1. Parties: Identifies the issuer and subscriber(s), including full legal names and addresses
2. Background/Recitals: Sets forth the context of the agreement and basic premises of the transaction
3. Definitions: Defines key terms used throughout the agreement
4. Subscription for Units: Details the number of units being subscribed for and the subscription price
5. Payment Terms: Specifies payment method, timing, and any escrow arrangements
6. Representations and Warranties of Subscriber: Subscriber's confirmations regarding eligibility, financial sophistication, and investment intent
7. Representations and Warranties of Issuer: Issuer's confirmations regarding authority, compliance, and unit validity
8. Closing Conditions: Conditions that must be satisfied before the subscription can be completed
9. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Registration Rights: Rights relating to future registration of securities (include when units may be converted to registered securities in the future)
2. Tag-Along Rights: Right to participate in sales by other unit holders (include in private companies with multiple investors)
3. Pre-emptive Rights: Right to maintain ownership percentage in future offerings (include when offering protection against dilution)
4. Transfer Restrictions: Limitations on ability to transfer units (include when specific transfer restrictions are required beyond securities law requirements)
1. Subscription Form: Formal subscription application with investor details and subscription amount
2. Accredited Investor Questionnaire: Questionnaire to verify accredited investor status
3. Risk Factors: Detailed description of investment risks
4. Company Information: Key information about the issuer, including financial statements and business description
5. Unit Certificate: Form of certificate representing the units (if applicable)
6. Operating Agreement/Bylaws: Governing documents of the issuing entity
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