The Investment Subscription Agreement serves as a crucial document in private investment transactions within the United States. It is primarily used when companies seek to raise capital through private placement of securities, whether in early-stage funding rounds or later-stage investments. The agreement details the terms of the investment, ensures regulatory compliance, and protects both the issuer and investor by clearly stating rights, obligations, and representations. This document is essential for maintaining compliance with SEC regulations, state securities laws, and accredited investor requirements, while also providing a framework for the investment relationship.
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1. Parties: Identification of the issuer/company and the subscriber/investor
2. Background: Context of the investment offering and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Subscription for Securities: Details of the securities being subscribed for, including price and quantity
5. Payment Terms: Method and timing of payment for the securities
6. Representations and Warranties of the Investor: Investor's confirmations regarding accredited status, investment experience, etc.
7. Representations and Warranties of the Company: Company's confirmations regarding authority, compliance, etc.
8. Closing Conditions: Conditions that must be met before the investment can close
9. Governing Law: Jurisdiction and applicable law
1. Registration Rights: Rights regarding future registration of securities for public trading
2. Tag-Along Rights: Right to participate in future sales of securities on same terms as majority shareholders
3. Pre-emptive Rights: Right to maintain ownership percentage in future offerings to prevent dilution
4. Information Rights: Rights to receive financial and other company information on an ongoing basis
1. Schedule A - Investor Questionnaire: Form to verify accredited investor status and investment suitability
2. Schedule B - Risk Factors: Detailed description of investment risks and considerations
3. Schedule C - Company Information: Corporate documents, financial statements, and capitalization table
4. Schedule D - Form of Securities: Terms and conditions of the specific securities being issued
5. Schedule E - Wire Transfer Instructions: Banking details for investment funds transfer
6. Schedule F - Required Regulatory Notices: State-specific securities notices and disclaimers
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