Legal Document Governing the US Syndicate SPV

What documents govern the US Syndicate SPV?

Our US Syndicate SPVs are governed by the following main legal documents:

LPA	The Limited Partner Agreement is the main constitutional document that is signed by the General Partner and the Limited Partners (Investors)to create the SPV. This document outlines the governance and purpose of the SPV, as well as rights and obligations of the General Partner and Limited Partners.
PPM	The Private Placement Memorandum provides information to prospective Limited Partners about the Offering of the SPV interests, including details of the investment opportunity, the structure of the investment terms, and disclosures about any risks or costs associated with the investment.
Subscription Agreement	The Subscription Agreement is the main document signed by each Limited Partner (Investor) of the SPV, and countersigned by the General Partner. This document admits the Investor into the SPV, on the terms and conditions set forth in the Subscription Agreement and the LPA.
Subscriber Information Form	Also called the investor questionnaire, this document requires the Limited Partners to answer certain questions to ensure compliance with applicable laws and regulations and is incorporated into the Subscription Agreement.
Lead Partner Agreement	The Lead Partner Agreement, is signed by the General Partner, Investment Adviser and Lead Partner of the SPV. This document assigns the carried interest from the GP to the Lead Partner and requires the Lead Partner to help the SPV and facilitate the investment in the target company.
Carried Interest Assignment Agreement	The Carried Interest Assignment Agreement is signed between the Lead Partner and a Deal Partner of the SPV. It assigns the Carried Interest from the Lead Partner to the Deal Partner (such as a Scout or person that helps the Lead Partner in the identification, diligence and management of the SPV target investment).

Can the Lead Partner sign the Target investment documents for the US Syndicate SPV?

Acting as the General Partner (GP), a Carta entity will sign the Target subscription documents for the SPV.

The Carta team will provide all the SPV signatory details to the Lead Partner, and will sign the documents with the Target Company once the final investment amount has been confirmed.

DISCLOSURE: This communication is on behalf of eShares Inc., dba Carta, Inc. (“Carta”). This communication is not to be construed as legal, financial, accounting or tax advice and is for informational purposes only. This communication is not intended as a recommendation, offer or solicitation for the purchase or sale of any security. Features and pricing subject to change. Carta does not assume any liability for reliance on the information provided herein.

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