SPV Subscription Agreement Template

Custom-Made SPV Subscription Agreement Template

An SPV is a Special Purpose Vehicle. As the name implies, it is created for a special purpose and is usually not used for anything except the stipulated purpose or function.

An SPV is usually a subsidiary created by a parent company to minimize or isolate financial risk. It is used by parent companies to undertake risky ventures while reducing any negative impact on the parent company in case the venture fails. An SPV is also used by venture capitalists to pool funds or capital together to invest in a startup(s).

The activities of SPVs are regulated by the Securities and Exchange Commission of the country where they are established. In Nigeria, this is the SEC and its regulatory frameworks.

Preview SPV Subscription Agreement Template

Why You Need This SPV Subscription Agreement Template

The SPV Subscription Agreement is a legal document signed by the investors who purchase a portion of an SPV. It contains all the information about the subscribers to the SPV, including warranties, representations, and beneficial owners of the subscription.
This SPV Subscription Agreement template is tailored for individual and entity subscribers to the SPV. It has been carefully vetted by lawyers with qualifications in multiple jurisdictions across Africa and the United States of America, with extensive experience in business operations and structuring, and working with some of the fastest-growing technology companies in Africa.
It is written in simple, comprehensive grammar that is easy to understand by founders and entrepreneurs. However, it is important to note that SPV Subscription Agreements are complex in nature, and it is advisable to have them reviewed by a lawyer to ensure that they suit your company’s requirements.

Information You Need For This Template

The registered name of the SPV is
The contact information of the Manager of the Fund: name, email address
The contact information for the fund includes an email address and physical address.
The minimum subscription amount to the SPV
Subscription details for individual subscribers; principal subscription amount and contribution to expenses.
Name, email address, and physical address of the individual subscriber
Subscription details for entity subscribers; principal subscription amount and contribution to expenses; registered business address.
Name and title of signatory for the entity subscriber

This SPV Subscription Agreement contains:

Personal Information:

List the names of the subscribers and their addresses as well as the effective date on which the parties enter into the agreement.

Definition of Terms:

This section defines the terms used in the agreement and the context in which they are used to make it easy for parties to correctly interpret their rights and obligations under the agreement.

Subscription:

This clause provides for the terms of the subscription, such as the subscription amount, conditions for the acceptance or rejection of a subscription, and provisions for other subscribers outside this agreement.

Representations and Warranties of the Subscriber:

These are assurances and warranties that the subscriber provides to the company in entering into the agreement, such as that the subscriber has done their due diligence and properly evaluated their risk before entering into the agreement.

Power of Attorney:

This clause authorizes the fund and its manager to act on behalf of the subscriber in actions such as setting up or dissolving the fund as a limited liability company.

Dispute Resolution:

The agreement provides the various methods of resolution available to the parties in the event of any dispute or misunderstanding that cannot be resolved amicably.

Confidentiality:

The subscriber must consent not to disclose any sensitive, or confidential information belonging to the fund to unauthorized third parties.

Beneficial Ownership:

This clause concerns the beneficial ownership of the subscription and provides that the subscriber asserts that they subscribe for their own risk or gain, or if subscribing for a beneficial owner, they represent that they are duly authorized to do so.

Subscriber's Sophistication:

This clause serves to indemnify the company by providing that the subscriber has conducted its due diligence and had access to information sufficient to make the investment decision independently.

Governing Law:

The country under whose laws the agreement will be governed, that is, the country where the business is carried out.