Subscription Agreement Template

For

[COMPANY NAME]

A [STATE] Limited Liability Company

PandaTip: A subscription agreement is what you use to receive payment from investors in exchange for equity share of your business. It is preceded by a private offering memorandum, which is the document that provides the specific details about how much equity you’re offering and the price tag for that equity, in addition to business information, a list of risks and a number of disclaimers. A subscription agreement references the private offering memorandum, and ensures that the investor has read it, understands it and acknowledges everything in it.

TO: [COMPANY NAME], LLC

Attn: [POC NAME]

PandaTip: The point-of-contact or POC above should be the individual who sent the Private Offering Memorandum.

PandaTip: This is a subscription agreement for membership in a limited liability company or “LLC” in the United States. It includes similar provisions as those you may find in a subscription agreement for shareholders of a corporation, but there are some important differences.

  1. SUBSCRIPTION FOR THE MEMBERSHIP INTERESTS.

  1. The undersigned, [NAME OF UNDERSIGNED] (the “Subscriber”)  hereby subscribes for the purchase of the Membership Interests (“Membership Interests”), pursuant to the terms of the Private Offering Memorandum dated [DATE] (the “Memorandum”), issued by [COMPANY NAME], LLC, a [STATE] Limited Liability Company (the “Company”) on [DATE]. The Subscriber hereby delivers to the Company (i) two (2) duly signed copies of this Subscription Agreement, and (ii) a check made payable to [COMPANY NAME], LLC in the amount of [DOLLAR AMOUNT]. Such payment by the Subscriber represents payment in full for the Membership Interests being offered by the Company and subscribed for by the undersigned, in accordance with the terms and conditions of the Memorandum and this Subscription Agreement.

PandaTip: The Private Offering Memorandum, which is referenced in this Agreement below, will include details around how the investment dollars (provided in (i) above) equate to the individual investor’s percentage ownership interest in the LLC.

  1. The Subscriber hereby acknowledges and agrees that no Membership Interests shall be sold or issued, or deemed sold or issued by the Company to the Subscriber, and that the Subscriber shall in no way be considered a Member of the Company, until (i) the Subscriber has satisfied all requirements of 1.a above, and (ii) the Company has countersigned this Subscription Agreement and deposited any amounts delivered by the Subscriber in the Company’s bank account. If the offering of any Membership Interests is terminated by the Company (in its sole and absolute discretion) without accepting the Subscriber’s subscription, or if the Company rejects the amounts, in whole or in part, the Company will cause the amounts, or the unaccepted portion thereof, to be returned in full to the Subscriber.

  1. ADOPTION OF THE OPERATING AGREEMENT OF COMPANY.

  1. The Subscriber has received and read in its entirety, the Company’s Operating Agreement dated [DATE] (the “Operating Agreement”), and by execution hereof indicates Subscriber’s full and complete acceptance and adoption of the terms and conditions contained in such Operating Agreement and fully. For the avoidance of doubt, by execution of this Subscription Agreement, the Subscriber is assenting to all terms and conditions contained in the Operating Agreement and the Subscriber executes this Subscription Agreement as a counterpart signature page of the Operating Agreement.

  1. WARRANTIES AND REPRESENTATIONS.

  1. The Subscriber represents and warrants to the Company the following:

AGREED TO AND ACCEPTED:

_________________________________    ______________

[NAME]                                                          DATE

Street Address: _________________________________

            City: _________________________________

            State: _________________________________

            Zip Code: _________________________________

[COMPANY NAME]

_________________________________    ______________

[NAME], [TITLE]                                         DATE

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