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Form Of Subscription Agreement Template for Canada

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Key Requirements PROMPT example:

Form Of Subscription Agreement

"I need a Form of Subscription Agreement for our Series A funding round closing March 2025, where we're raising CAD 5 million from accredited investors in Ontario, with standard Canadian securities law compliance provisions."

Document background
The Form of Subscription Agreement is a critical document used in Canadian private placements and other securities offerings where investors formally agree to purchase securities from an issuing company. This agreement is designed to ensure compliance with Canadian securities laws, including provincial Securities Acts and National Instrument 45-106, particularly regarding prospectus exemptions. It contains essential information about the investment, including the type and number of securities being purchased, purchase price, subscriber representations and warranties, and closing conditions. The document typically includes various schedules and certificates required by Canadian securities regulators, such as accredited investor certificates and risk acknowledgment forms. This agreement is crucial for documenting the terms of the investment and ensuring regulatory compliance in Canadian securities transactions.
Suggested Sections

1. Parties: Identification of the issuing company and the subscriber

2. Background: Context of the offering and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Subscription and Description of Securities: Details of the securities being purchased, including class, quantity, and price

5. Payment and Delivery: Terms of payment and mechanics for delivering the securities

6. Closing: Closing conditions, timing, and deliverables

7. Subscriber's Representations and Warranties: Standard representations regarding investment capability, legal status, and compliance with securities laws

8. Issuer's Representations and Warranties: Representations regarding corporate status, authority, and securities being issued

9. Survival of Representations and Warranties: Duration and survival of the representations and warranties

10. Covenants: Ongoing obligations of both parties

11. Indemnification: Indemnification obligations between parties

12. General Provisions: Standard boilerplate including notices, amendments, governing law, etc.

Optional Sections

1. Accredited Investor Certification: Required when offering is made under accredited investor exemption

2. Rights of First Refusal: Include when existing shareholders have pre-emptive rights

3. Tag-Along Rights: Include when offering co-sale rights to subscribers

4. Registration Rights: Include when granting rights for future registration of securities

5. Board Observer Rights: Include when granting board observation rights to major investors

6. Information Rights: Include when granting specific information access rights to investors

7. Foreign Subscriber Provisions: Required for non-Canadian subscribers

8. Investment Strategy Acknowledgment: Required for investment funds or specific investment strategies

Suggested Schedules

1. Schedule A - Subscriber Information: Detailed subscriber information form including contact details and securities subscribed for

2. Schedule B - Accredited Investor Certificate: Certificate and questionnaire confirming accredited investor status

3. Schedule C - Risk Acknowledgment Form: Required form acknowledging investment risks (Form 45-106F4)

4. Schedule D - Corporate Subscriber Certificate: Additional certifications required for corporate subscribers

5. Schedule E - Wire Transfer Instructions: Payment instructions for subscription funds

6. Schedule F - Term Sheet: Summary of key terms of the offering

7. Schedule G - Consent to Electronic Delivery: Authorization for electronic delivery of documents

8. Schedule H - International Subscriber Certificate: Additional certifications for non-Canadian subscribers

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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