Subscription Agreement Private Placement Template for Canada

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Key Requirements PROMPT example:

Subscription Agreement Private Placement

"I need a Private Placement Subscription Agreement for my technology startup's Series A round in March 2025, offering convertible preferred shares to accredited investors in Canada and the US, with a minimum investment of CAD 250,000 per investor."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Real Estate

Mining

Oil & Gas

Healthcare

Biotechnology

Financial Services

Manufacturing

Clean Energy

Cannabis

Infrastructure

Agriculture

Telecommunications

Entertainment

Education

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Treasury

Investment Management

Corporate Governance

Risk Management

Business Development

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Securities Lawyer

Compliance Officer

Investment Manager

Private Placement Manager

Director of Finance

Corporate Development Officer

Investment Advisor

Fund Manager

Chief Investment Officer

VP of Legal Affairs

Treasury Manager

Board Director

Chief Compliance Officer

Corporate Paralegal

Industries
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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