A West Virginia Private Placement Subscription Agreement is a legal document that outlines the terms and conditions of an investment in a private placement offering within the state of West Virginia. This agreement is typically used by companies seeking to raise capital from investors for various purposes such as business expansion, product development, or acquisition. The West Virginia Private Placement Subscription Agreement establishes a legally binding relationship between the issuer (the company raising funds) and the investor (the individual or entity making the investment). It outlines the specific details of the investment, including the number of shares or units being purchased, the purchase price, payment terms, and any applicable investment restrictions or conditions. This agreement also includes clauses related to the rights and obligations of both parties, such as representations and warranties made by the issuer, investor qualifications and suitability, transfer restrictions, confidentiality, dispute resolution, and other relevant provisions. In West Virginia, there are different types of Private Placement Subscription Agreements, depending on the nature of the investment opportunity and the applicable exemptions under state securities laws. Some common types include: 1. Regulation D 506(b) Subscription Agreement: This type of agreement is used for private placements that comply with the federal Regulation D Rule 506(b) exemption, which allows companies to raise capital from an unlimited number of accredited investors and up to 35 non-accredited investors in West Virginia. 2. Regulation D 506© Subscription Agreement: This agreement is tailored for private placements utilizing the federal Regulation D Rule 506(c) exemption, which permits companies to publicly advertise their offering but restricts the investors to only accredited individuals or entities. 3. Intrastate Offering Subscription Agreement: This agreement is utilized for private placements that qualify under the West Virginia Securities Act's intrastate offering exemption. It allows companies to solicit investments solely from residents or entities located within the state. Each of these West Virginia Private Placement Subscription Agreements may have specific requirements and regulations that must be followed to ensure compliance with state and federal securities laws. It is essential for both issuers and investors to seek legal counsel when engaging in private placement transactions to understand and adhere to the applicable regulations and protections provided by these agreements.