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Form Of Subscription Agreement Template for United States

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Key Requirements PROMPT example:

Form Of Subscription Agreement

"I need a Form of Subscription Agreement for my Series A funding round where we're offering preferred shares to 5 venture capital firms, with a minimum investment of $500,000 per investor and including standard registration rights and information rights."

Document background
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.
Suggested Sections

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.

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

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

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Industries

Federal Securities Laws: Primary federal regulations including Securities Act of 1933 (particularly Sections 4(a)(2) and Regulation D), Securities Exchange Act of 1934, Investment Company Act of 1940, and Investment Advisers Act of 1940

State Securities Laws (Blue Sky Laws): State-specific securities regulations including registration and exemption requirements at the state level

Accredited Investor Rules: SEC definitions and requirements for accredited investors, including 2020 updates to definitions

Anti-Money Laundering (AML) Regulations: Compliance requirements under Bank Secrecy Act and USA PATRIOT Act

Tax Laws: Internal Revenue Code provisions, state tax implications, and FATCA compliance requirements where applicable

Contract Law: State-specific contract formation requirements and Uniform Commercial Code (UCC) provisions

Electronic Signature Laws: Requirements under Electronic Signatures in Global and National Commerce Act (E-SIGN) and Uniform Electronic Transactions Act (UETA)

Privacy Laws: Compliance requirements under Gramm-Leach-Bliley Act, state-specific privacy laws, and data protection requirements

Corporate Law: State corporation laws and LLC laws where applicable

Regulatory Filing Requirements: SEC filing requirements, Form D requirements for private placements, and state-specific filing obligations

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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