The Startup Subscription Agreement is essential when raising capital for early-stage companies in the United States. It serves as the primary document for formalizing investment terms and ensuring compliance with SEC regulations and state securities laws. This agreement is typically used during seed rounds, Series A, or subsequent funding rounds, providing detailed information about the investment amount, share price, investor rights, and company obligations. The document must address both federal requirements under Regulation D and state-specific Blue Sky Laws, making it a crucial tool for protecting both the startup and its investors.
Startup Subscription Agreement for the United States
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Key Requirements PROMPT example:
Startup Subscription Agreement
"I need a Startup Subscription Agreement for my AI software company's Series A round, where we're offering preferred shares to three venture capital firms with a total investment of $5 million, planned for closing in March 2025."
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1. Parties: Identification of the company (issuer) and subscriber, including full legal names and addresses
2. Background: Context of the subscription offering and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including securities-related terminology
4. Subscription and Purchase: Details of shares/units being subscribed for and purchase price
5. Payment Terms: Method and timing of payment for subscribed shares
6. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and compliance with securities laws
7. Closing Conditions: Conditions that must be met before the subscription can be completed
8. Closing Mechanics: Process and requirements for completing the subscription transaction
9. Governing Law: Specification of applicable law and jurisdiction
1. Right of First Refusal: Optional provisions giving the company right to purchase shares before they can be sold to third parties
2. Tag-Along Rights: Optional provisions allowing minority shareholders to join in sale of majority shares
3. Drag-Along Rights: Optional provisions enabling majority shareholders to force minority shareholders to join in sale
4. Lock-up Period: Optional restrictions on transfer of shares for a specified period
5. Information Rights: Optional provisions regarding shareholder access to company information and financial statements
1. Schedule A - Share Certificate: Form of share certificate to be issued upon completion of subscription
2. Schedule B - Accredited Investor Questionnaire: Form to verify accredited investor status as required by securities regulations
3. Schedule C - Company Information: Details about company structure, capitalization, and business operations
4. Schedule D - Risk Factors: Comprehensive disclosure of investment risks and considerations
5. Schedule E - Shareholders' Agreement: Copy of or reference to existing shareholders' agreement if applicable
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