An Illinois Subscription Agreement is a legally binding document used in the state of Illinois to outline the terms and conditions under which individuals or entities can purchase or subscribe to shares, units, or interests in a private offering of securities. This agreement governs the relationship between the issuer of the securities and the potential investors. The Illinois Subscription Agreement typically includes several key components such as: 1. Parties: It identifies the issuer of the securities and the potential investors (also referred to as subscribers). 2. Securities Offered: This section describes the type of securities being offered, whether they are common shares, preferred shares, limited partnership units, membership interests, or any other form of equity or debt securities. 3. Subscription Terms: It outlines the terms and conditions of the subscription, including the purchase price, minimum and maximum investment amounts, payment terms, and any applicable discounts or premiums. 4. Representations and Warranties: Both the issuer and the subscribers make certain representations and warranties to each other. The issuer asserts that all information provided is accurate and complete, while the subscribers confirm that they have the necessary legal capacity to enter into the agreement and have obtained any required approvals. 5. Conditions Precedent: This section highlights any specific conditions that must be met before the subscription becomes effective, such as regulatory approvals or the successful completion of a due diligence process. 6. Risk Factors: It discloses the potential risks associated with the investment, including market risks, economic risks, and risks specific to the issuer's industry or business model. 7. Governing Law and Jurisdiction: This clause specifies that the agreement will be governed by Illinois law and any disputes will be resolved in Illinois courts. Illinois Subscription Agreements may also vary depending on the specific type of securities being offered. For example, there may be separate agreements for the sale of common shares, preferred shares, or limited partnership units. Each agreement would contain provisions tailored to the unique characteristics of those securities. In conclusion, an Illinois Subscription Agreement is a crucial document that facilitates the private offering of securities in the state of Illinois. It outlines the terms and conditions of the investment, protects the rights of both the issuer and the subscribers, and ensures compliance with applicable securities laws.