Subscription Agreement
(Private Placement of Debt Securities)

Summary

This subscription agreement template may be used in a private placement of debt securities conducted in reliance on the safe harbor of Rule 506 of Regulation D (17 C.F.R. § 230.506) under the Securities Act of 1933, as amended (Securities Act), or pursuant to the statutory exemption of Section 4(a)(2) of the Securities Act (15 U.S.C. § 77d-(a)(2)). This template includes practical guidance, drafting notes, and alternate and optional clauses. This template subscription agreement may be used in a private placement of debt securities conducted in reliance on the exemption from registration provided by Rule 506 of Regulation D (17 C.F.R. § 230.506) under the Securities Act of 1933, as amended (Securities Act), or pursuant to the statutory exemption of Section 4(a)(2) of the Securities Act (15 U.S.C. § 77d-(a)(2)). This template includes a cover sheet with subscription instructions for investors and an investor questionnaire relating to the investor's accredited investor status. You should not use this template for offerings by private investment companies (i.e., hedge funds, venture capital funds, and private equity funds) because of the additional federal securities laws and other regulatory matters applicable to such companies. For information about conducting a private placement, see Private Placement Process and Regulation D Offerings. For further resources on private placements, see Private Placements Resource Kit. For a full listing of key content covering Regulation D offerings, see Regulation D Resource Kit.