Subscription Agreement (Private Placement, Common Stock) (Pro-Issuer)
Summary
This subscription agreement template may be used for a private placement of common stock. A subscription (or purchase) agreement is a document that formalizes the contractual obligation for an investor to buy securities in a securities offering. This template includes practical guidance, drafting notes, and alternate clauses. Traditional private placements are conducted in reliance on one of the following exemptions or safe harbors from the registration requirements of the Securities Act of 1933, as amended (Securities Act): • Section 4(a)(2) of the Securities Act (15 U.S.C. § 77d(a)(2)). Commonly referred to as the "private placement exemption," this section provides that the registration requirements of the Securities Act do not apply to "transactions by an issuer not involving any public offering." • Rule 506(b) of Regulation D under the Securities Act (17 C.F.R. § 230.506(b)). This rule is a nonexclusive safe harbor under Section 4(a)(2) that provides objective standards that a ...