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Share Subscription Agreement And Share Purchase Agreement
"I need a Share Subscription Agreement And Share Purchase Agreement for our Series B funding round, where we're issuing 1 million preferred shares to three venture capital firms, with closing expected by March 2025 and including standard anti-dilution and board appointment rights."
1. Parties: Identifies the parties to the agreement, including full legal names and addresses
2. Background/Recitals: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Subscription/Purchase Details: Number of shares, class, price per share, and total consideration
5. Payment Terms: Payment mechanism, timing, and currency
6. Closing Conditions: Conditions that must be satisfied before completion
7. Representations and Warranties: Statements of fact by both parties about their capacity and authority
8. Covenants: Ongoing obligations of the parties
9. Governing Law: Law governing the agreement and jurisdiction for disputes
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares when majority shareholders sell their stake
2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale of the company
3. Anti-Dilution Provisions: Protection mechanisms against dilution of shareholding in future funding rounds
4. Board Appointment Rights: Rights of investors to appoint directors to the company board
1. Capitalization Table: Current and post-investment shareholding structure of the company
2. Disclosure Schedule: Exceptions and qualifications to representations and warranties
3. Form of Share Certificate: Template of share certificate to be issued to the subscriber
4. Corporate Documents: Copies of articles of incorporation, bylaws, and relevant board resolutions
5. Shareholders' Rights: Detailed description of rights and obligations attached to the shares
6. Transfer Restrictions: Detailed provisions regarding restrictions on transfer of shares
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