The Subscription Agreement Private Placement is a fundamental document in Canadian private capital markets, used when companies seek to raise capital through exempt market distributions. This document is essential when issuing securities without a prospectus under various exemptions provided in National Instrument 45-106, such as the accredited investor or minimum amount investment exemptions. It contains critical information about the investment terms, subscriber qualifications, and securities law compliance requirements. The agreement includes comprehensive representations and warranties, investment mechanics, and various certificates and schedules required by Canadian securities regulators. It's particularly important for private companies, early-stage businesses, and public companies conducting private placements, serving as both a subscription mechanism and a compliance tool to ensure adherence to securities regulations.
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1. Parties: Identifies the issuer and the subscriber (investor)
2. Background: Explains the context of the offering and the issuer's intention to sell securities
3. Definitions: Defines key terms used throughout the agreement
4. Subscription and Description of Securities: Details of the securities being purchased, including class, quantity, and price
5. Purchase Price and Closing: Specifies the total investment amount and closing mechanics
6. Use of Personal Information: Explains how the subscriber's personal information will be collected, used, and disclosed
7. Representations and Warranties of the Issuer: Issuer's confirmations regarding corporate status, authority, and securities compliance
8. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding investment capacity, sophistication, and exempt purchaser status
9. Survival of Representations and Warranties: Specifies how long the representations and warranties remain in effect
10. Resale Restrictions: Details of hold periods and transfer restrictions under securities laws
11. Collection of Personal Information: Consent and notices regarding collection of personal information under securities laws
12. Costs: Allocation of expenses related to the subscription
13. Governing Law: Specifies Canadian law as governing law and jurisdiction
14. Currency: Specifies that all monetary amounts are in Canadian dollars
15. Entire Agreement: Confirms the agreement represents the entire understanding between parties
16. Execution and Acceptance: Mechanics for signing and accepting the subscription
1. Investment Company Act Representations: Required when offering to U.S. persons to confirm compliance with U.S. securities laws
2. Offshore Transaction Representations: Used when offering to non-Canadian/non-U.S. investors
3. Registration Rights: Included when subscribers are granted rights to require registration of their securities
4. Tag-Along Rights: Optional protection allowing investors to join in sale of shares by major shareholders
5. Pre-emptive Rights: Rights to participate in future offerings, typically for larger investors
6. Dividend Policy: Include when specific dividend rights attach to the securities
7. Board Observer Rights: Include when granting larger investors rights to observe board meetings
8. Co-Sale Rights: Include when investors are granted rights to participate in future sales
1. Schedule A - Accredited Investor Certificate: Certificate confirming accredited investor status under NI 45-106
2. Schedule B - Risk Acknowledgment Form (Form 45-106F9): Required risk acknowledgment for individual accredited investors
3. Schedule C - Corporate/Entity Subscriber Information Form: Additional information required for corporate/entity subscribers
4. Schedule D - U.S. Accredited Investor Certificate: Required when accepting U.S. investors
5. Schedule E - Offshore Investor Certificate: Required for non-Canadian/non-U.S. investors
6. Schedule F - Investment Details: Details of subscription amount, class of securities, and price
7. Schedule G - Wire Transfer Instructions: Banking details for subscription payment
8. Schedule H - Description of Securities: Detailed description of rights, restrictions, and terms of securities
9. Schedule I - Risk Factors: Comprehensive disclosure of investment risks
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