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Share Subscription Agreement
"I need a Share Subscription Agreement for my Singapore-based tech startup to issue 100,000 new ordinary shares to a venture capital investor at S$2 per share, with completion scheduled for March 2025 and including standard anti-dilution and information rights provisions."
1. Parties: Identifies the company issuing shares and the subscriber(s)
2. Background: Context of the share subscription and company's current status
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Number, class, and price of shares being subscribed
5. Payment Terms: Payment mechanism and timing for the shares
6. Completion: Process and conditions for completing the subscription
7. Representations and Warranties: Statements of fact by both parties regarding their capacity and authority
8. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Pre-emption Rights: Rights of existing shareholders, typically included when required by company constitution or shareholders' agreement
2. Tag-Along Rights: Rights allowing minority shareholders to join in the sale of shares on same terms as majority shareholders
3. Drag-Along Rights: Rights enabling majority shareholders to force minority shareholders to join in a sale of the company
4. Anti-dilution Provisions: Protections against dilution from future share issuances, commonly included for sophisticated investors
1. Share Certificate Template: Form of share certificate to be issued upon completion
2. Shareholding Structure: Pre and post-subscription shareholding details showing ownership percentages
3. Company Constitution: Current constitution of the company showing share rights and restrictions
4. Board Resolution: Resolution approving the share issuance and subscription agreement
5. Disclosure Schedule: Schedule containing exceptions to representations and warranties
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