Investment Subscription Agreement Generator for United States

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Key Requirements PROMPT example:

Investment Subscription Agreement

"I need an Investment Subscription Agreement for our Series A funding round where we're raising $5 million from three venture capital firms, with specific provisions for board representation and information rights, to be completed by March 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Clauses
Industries

Securities Act of 1933: Primary federal legislation governing securities offerings, particularly Sections 4(a)(2) and Regulation D for private placements and exemptions

Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing SEC oversight of securities markets

Investment Company Act of 1940: Federal legislation regulating investment companies and mutual funds, including registration and disclosure requirements

Investment Advisers Act of 1940: Federal law regulating investment advisers and their responsibilities to investors

Blue Sky Laws: State-specific securities laws governing registration requirements, investor qualification standards, and disclosure requirements

Accredited Investor Rules: SEC Rule 501 of Regulation D defining investor qualification standards based on income, net worth, and verification requirements

Bank Secrecy Act: Anti-money laundering legislation requiring financial institutions to assist government agencies in detecting and preventing money laundering

USA PATRIOT Act: Federal law expanding AML requirements and establishing additional due diligence procedures for financial institutions

JOBS Act: Legislation affecting general solicitation rules and crowdfunding provisions for private offerings

Internal Revenue Code: Federal tax legislation affecting investment structures, distributions, and reporting requirements

FATCA: Foreign Account Tax Compliance Act requirements for foreign investors and offshore investments

State Corporate Laws: State-specific legislation governing corporate formation, governance, and operational requirements

State Contract Laws: State-specific requirements for contract formation, enforcement, and interpretation including Statute of Frauds

Uniform Commercial Code: Standardized state laws governing commercial transactions, including investment securities under Article 8

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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