This model document is the work product of a national coalition of attorneys who represent investors, issuers and bank placement agents in PIPE financings. This document should be tailored to meet your specific requirements, and should not be construed as legal advice for any particular facts or circumstances.¹
¹ These model PIPE documents have not been tailored for use in connection with a reverse merger, a deSPAC transaction or a financing requiring stockholder approval under NYSE or Nasdaq rules. Moreover, this document is intended to serve as a starting point for a transaction involving a foreign private issuer and likely will require a number of bespoke provisions related to mechanics, legending and applicable legal and administrative regimes.
SECURITIES PURCHASE AGREEMENT²
² Those investing in ex-U.S. companies should take note of Executive Order 14105 (effective January 2, 2025) which aims to prevent U.S. capital and expertise from advancing military and intelligence capabilities in “countries of concern” (currently identified as China, Hong Kong, and Macau). Certain transactions in technologies deemed particularly sensitive (semiconductors/microelectronics, quantum information technologies, and artificial intelligence) are prohibited, and other transactions must be reported to the Treasury Department. See https://home.treasury.gov/system/files/206/TreasuryDepartmentOutboundInvestmentFinalRuleWEBSITEVERSION.pdf.
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of [ ], 20[ ], by and among [ ], a [type of entity] [incorporated/organized] under the laws of [jurisdiction of incorporation/organization] (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).
WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act [and Rule 506 of Regulation D promulgated under the Securities Act]³ [and/or Regulation S promulgated thereunder]⁴;
³ Revise as applicable if not a Regulation D offering. Consider also (and consult with local counsel as to) whether there are any required exemptions under applicable foreign law and any related representations, warranties, covenants, closing deliverables and/or legends.
⁴ Include if sales are made in reliance on Regulation S.
This is a preview. The full template is free on GitLaw.
5.0 out of 5 on Google
Read reviewsAs seen in
New York note
This version is drafted for New York. US contract and employment rules vary by state, so it will not transfer cleanly elsewhere. Tell GitLaw where the parties are and it adjusts the draft.
Frequently asked questions
A template isn't binding on its own - like any contract, it becomes binding once it's properly completed and signed. Templates in our curated library are professionally drafted for US or UK law; review any template before you sign it.
Yes. Chat with GitLaw to edit any section, or make changes directly in the editor.
Yes, read about team plans here.
Describe what you need in the chat and GitLaw will draft it for you.
Templates in our curated library are professionally drafted for US or UK law. The wider library comes from the GitLaw community and public sources - a solid starting point, but check any template fits your situation before you rely on it.
Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
It depends on the situation. Templates work well for routine business agreements. For anything involving significant money, complex IP, employment, or areas you're unsure about, it's worth getting professional advice before you sign. GitLaw provides templates and tools, not legal advice.
Open any template in GitLaw and describe the change you want in the chat — 'make clause 4 mutual' or 'add a 30-day notice period', for example. GitLaw drafts the revised language and shows it as a suggested edit. You accept, reject, or keep editing from there.
Yes. Upload a Word, PDF, or Markdown file and GitLaw will open it in the editor. You can review, edit, or chat with GitLaw about it the same way you would with any template from the library.
Trusted by 5,000+ businesses
From template to signed, in one place
Every template opens in an editor with an AI agent alongside it.
Open
Pick a template and open it. Nothing to download, and no credit card to start.
Free to open
Edit with AI
Describe your situation in chat and the agent adapts the wording, clause by clause.
Tracked changes you can review
Send and sign
Share it for negotiation, then collect signatures without leaving GitLaw.
eSign included
Built for your legal work,
with practicing lawyers
Trained on 5,500+ clauses and specialist areas of law. Built with a standards committee of independent lawyers.
As seen in
Ready to get started?
No sales calls, no credit card. Just chat with GitLaw.
GitLaw provides templates and tools, not legal advice. Templates are a starting point, not a substitute for advice on your situation - for anything significant, speak to a qualified lawyer.