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Startup Subscription Agreement
"I need a Startup Subscription Agreement for my AI software company to issue Series A preferred shares to two institutional investors, with a total investment of £5 million and SEIS compliance requirements, targeting completion by March 2025."
1. Parties: Details of the company and subscriber(s)
2. Background: Context of the subscription and company status
3. Definitions: Key terms used throughout the agreement
4. Subscription: Details of shares being subscribed for and price
5. Completion: Timing and mechanics of the subscription
6. Warranties: Company and subscriber representations
7. Confidentiality: Protection of sensitive information
8. Notices: How formal communications should be made
9. Governing Law: Jurisdiction and applicable law
1. Tag-Along Rights: Rights of minority shareholders to join in sale when majority shareholders sell their shares
2. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in a sale of the company
3. Pre-emption Rights: Rights of first refusal on new share issues to protect against dilution
4. SEIS/EIS Provisions: Specific provisions to ensure compliance with tax relief schemes for qualifying investments
1. Schedule 1: Details of the Company: Company information including share capital structure and existing shareholders
2. Schedule 2: Warranties: Detailed company warranties and representations
3. Schedule 3: Completion Requirements: Documents and actions required at completion of the subscription
4. Schedule 4: Share Rights: Detailed rights attaching to shares being issued
5. Appendix 1: Share Certificate: Form of share certificate to be issued to the subscriber
6. Appendix 2: Board Minutes: Form of board resolution approving the share subscription
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Startup Subscription Agreement
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