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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."
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
Authors
Affiliate
Applicable Laws
Business Day
Closing
Closing Date
Closing Time
Common Shares
Companion Policy
Consideration
Control Person
Disclosed Principal
Distribution
Exemption
Financial Institution
Finder's Fee
Hold Period
Issuer
Material Adverse Effect
Material Change
Material Fact
NI 45-106
Offering
Person
Personal Information
Prescribed Form
Principal Regulator
Private Placement
Purchase Price
Qualified Institutional Buyer
Qualifying Jurisdictions
Regulatory Authorities
Resale Restrictions
Risk Acknowledgment Form
Securities
Securities Laws
Securities Regulators
Subscriber
Subscription Amount
Subscription Price
Tax Act
Transfer Agent
U.S. Person
U.S. Securities Act
Underlying Securities
Purchase and Sale
Payment Terms
Closing Conditions
Representations and Warranties
Securities Law Compliance
Investment Qualifications
Risk Acknowledgment
Information Rights
Confidentiality
Privacy
Anti-Money Laundering
Resale Restrictions
Transfer Restrictions
Registration Rights
Information Access
Notice Requirements
Amendment and Waiver
Assignment
Severability
Further Assurances
Survival
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Termination Rights
Indemnification
Costs and Expenses
Time of Essence
Electronic Execution
Currency
Legal Advice
Technology
Real Estate
Mining
Oil & Gas
Healthcare
Biotechnology
Financial Services
Manufacturing
Clean Energy
Cannabis
Infrastructure
Agriculture
Telecommunications
Entertainment
Education
Legal
Finance
Compliance
Corporate Development
Treasury
Investment Management
Corporate Governance
Risk Management
Business Development
Executive Leadership
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
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