Subscription Agreement Template

This Subscription Agreement ("Agreement") is entered into on [Date] by and between [Issuer Name], a [State] [Entity Type] (the "Company"), and the undersigned subscriber (the "Subscriber").

1. Subscription

• Subscriber agrees to purchase [Number] [Units/Shares] of [Security Type] at a purchase price of $[Price] per [Unit/Share], for an aggregate purchase price of $[Total].
• Subscription accepted subject to Company’s right to reject in whole or in part.

2. Payment

• Purchase price payable by [wire/check/ACH] on or before [Date] as specified in Exhibit A.

3. Closing

• Closing to occur on [Date] or as determined by Company upon satisfaction of offering conditions.
• Delivery of executed subscription documents and investor questionnaire required.

4. Representations and Warranties of Subscriber

• Authority to enter Agreement and perform obligations.
• Investment intent: acquiring for own account, not with view to distribution.
• Accredited investor status (if applicable) and completion of investor questionnaire.
• Access to information and opportunity to ask questions.
• Acknowledgment of speculative nature and illiquidity of investment.
• Compliance with securities laws for any future transfer.

5. Representations and Warranties of Company

• Company duly organized, validly existing, in good standing.
• Authorization of securities and valid issuance upon closing.
• Offering complies with applicable securities exemptions.

6. Restrictions on Transfer

• Securities subject to restrictions under Securities Act and applicable state laws.
• Legend to be affixed to certificates/records.
• Transfers permitted only in compliance with securities laws and Company consent.

7. Indemnification

• Subscriber agrees to indemnify Company for breach of representations.
• Company to indemnify Subscriber for misrepresentation (optional).

8. Miscellaneous

• Governing law: [State].
• Notices, entire agreement, counterparts, amendments.
• Survival of representations and warranties.

9. Subscription Acceptance

• Company acceptance indicated by signature below; subscription effective only upon acceptance.

10. Investor Questionnaire (Exhibit B)

• Accredited investor status checklist.
• Suitability questions.

Signature Blocks

Subscriber:
Name: ____
Signature: ___
Address: [Address]
SSN/EIN: [Number]

Company:
[Company Name]
By: ________
Name: [Officer Name]
Title: [Title]

This template should be tailored to the specific offering type (Reg D, Reg CF, Reg A) and jurisdictional requirements.