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Unit Subscription Agreement

Unit Subscription Agreement Template for United States

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Key Requirements PROMPT example:

Unit Subscription Agreement

"Need a Unit Subscription Agreement for my technology startup's Series A funding round, where we're offering 100,000 Class B units to an institutional investor at $10 per unit, with customary drag-along rights and information rights to be included."

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Document background
The Unit Subscription Agreement serves as a crucial document in U.S. private placement transactions, particularly for LLCs and limited partnerships raising capital. This agreement is essential when entities seek to sell ownership units to investors while maintaining compliance with federal and state securities regulations. The document typically includes detailed subscription terms, investor qualifications, representations and warranties, and various rights and restrictions associated with the units. It's particularly important for ensuring proper documentation of investment terms and maintaining compliance with SEC regulations and state blue sky laws. The agreement helps protect both the issuer and investor by clearly defining their rights and obligations in the transaction.
Suggested Sections

1. Parties: Identifies the issuer and subscriber(s), including full legal names and addresses

2. Background/Recitals: Sets forth the context of the agreement and basic premises of the transaction

3. Definitions: Defines key terms used throughout the agreement

4. Subscription for Units: Details the number of units being subscribed for and the subscription price

5. Payment Terms: Specifies payment method, timing, and any escrow arrangements

6. Representations and Warranties of Subscriber: Subscriber's confirmations regarding eligibility, financial sophistication, and investment intent

7. Representations and Warranties of Issuer: Issuer's confirmations regarding authority, compliance, and unit validity

8. Closing Conditions: Conditions that must be satisfied before the subscription can be completed

9. General Provisions: Standard legal provisions including governing law, notices, and amendments

Optional Sections

1. Registration Rights: Rights relating to future registration of securities (include when units may be converted to registered securities in the future)

2. Tag-Along Rights: Right to participate in sales by other unit holders (include in private companies with multiple investors)

3. Pre-emptive Rights: Right to maintain ownership percentage in future offerings (include when offering protection against dilution)

4. Transfer Restrictions: Limitations on ability to transfer units (include when specific transfer restrictions are required beyond securities law requirements)

Suggested Schedules

1. Subscription Form: Formal subscription application with investor details and subscription amount

2. Accredited Investor Questionnaire: Questionnaire to verify accredited investor status

3. Risk Factors: Detailed description of investment risks

4. Company Information: Key information about the issuer, including financial statements and business description

5. Unit Certificate: Form of certificate representing the units (if applicable)

6. Operating Agreement/Bylaws: Governing documents of the issuing entity

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Industries

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

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

Investment Company Act of 1940: Federal legislation regulating investment companies and their offerings

Investment Advisers Act of 1940: Federal law governing investment advisers and their responsibilities

Blue Sky Laws: State-specific securities laws governing registration requirements, exemptions, and disclosure obligations

State Corporate Laws: State-specific laws governing corporate formation and operation (e.g., Delaware General Corporation Law)

Limited Liability Company Acts: State laws governing LLC formation and operation when units are LLC interests

Partnership Laws: State laws governing partnership formation and operation when units are partnership interests

Internal Revenue Code: Federal tax regulations affecting securities offerings and investor obligations

SEC Rule 10b-5: Anti-fraud provision prohibiting deceptive practices in securities transactions

Regulation D: SEC rules providing exemptions from registration requirements for private placements

Bank Secrecy Act: Federal law requiring financial institutions to assist government agencies in detecting and preventing money laundering

USA PATRIOT Act: Federal law including provisions for investor verification and anti-money laundering requirements

FINRA Requirements: Rules and regulations governing broker-dealers involved in securities transactions

Accredited Investor Rules: SEC regulations defining qualified investors and verification requirements for private offerings

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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