Share Subscription Agreement Private_Long Form

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SHARE SUBSCRIPTION AGREEMENT

This Share Subscription Agreement ("Agreement") is made and entered into on this {{date_of_agreement}}

BETWEEN:

1. **{{company_name}}**, a private company duly incorporated under the laws of {{jurisdiction}}, with its registered office at {{company_address}} (hereinafter referred to as the "Company");

AND

2. **{{subscriber_name}}**, (Registration Number: {{subscriber_registration_number}}, if applicable) of {{subscriber_address}} (hereinafter referred to as the "Subscriber").

The Company and the Subscriber are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS

A. The Company desires to raise capital by issuing new ordinary shares in its share capital.

B. The Subscriber desires to subscribe for new ordinary shares in the Company on the terms and conditions set out in this Agreement.

C. The board of directors of the Company has duly resolved to approve the allotment and issuance of the Subscription Shares to the Subscriber.

1. DEFINITIONS AND INTERPRETATION

1.1. **“Subscription Shares”** means {{number_of_shares}} new ordinary shares in the share capital of the Company.

1.2. **“Subscription Price”** means the aggregate amount of {{currency}} {{amount}} payable by the Subscriber for the Subscription Shares.

1.3. **“Completion Date”** means the date upon which all conditions precedent to the subscription are fulfilled or waived, which shall be no later than {{completion_date}} unless otherwise agreed by the Parties.

1.4. **“Constitutional Documents”** means the Memorandum of Incorporation and Articles of Association of the Company, as amended from time to time.

1.5. Any reference to “this Agreement” includes any schedule or annexure to this Agreement.

2. SUBSCRIPTION FOR SHARES

2.1. Subject to the terms and conditions of this Agreement, the Subscriber hereby irrevocably offers to subscribe for, and the Company agrees to allot and issue to the Subscriber, the Subscription Shares.

2.2. The Subscription Shares shall constitute {{percentage_of_shares_post_issuance}}% of the total issued share capital of the Company immediately after allotment.

2.3. The Subscription Shares shall be fully paid and non-assessable, and shall rank pari passu in all respects with all existing ordinary shares of the Company.

3. SUBSCRIPTION PRICE AND PAYMENT

3.1. The aggregate Subscription Price for the Subscription Shares is {{currency}} {{amount}} ({{amount_in_words}}).

3.2. The Subscriber shall pay the Subscription Price to the Company on or before the Completion Date by way of {{payment_method}} to the Company’s bank account, details of which are: Account Name: {{bank_account_name}}, Bank: {{bank_name}}, Account Number: {{bank_account_number}}, Branch Code: {{branch_code}}.

3.3. Upon receipt of the Subscription Price, the Company shall acknowledge such receipt in writing to the Subscriber.

4. CONDITIONS PRECEDENT

4.1. This Agreement is conditional upon the fulfilment of the following conditions precedent on or before the Completion Date:

a) The Company obtaining all necessary corporate approvals, including board and shareholder resolutions, for the allotment and issuance of the Subscription Shares.

b) The Subscriber having provided all necessary information and documentation for compliance with applicable anti-money laundering and know-your-client regulations.

c) {{other_condition_precedent_1}}

d) {{other_condition_precedent_2}}

4.2. Each Party shall use its best endeavours to procure the fulfilment of the conditions precedent for which it is responsible.

5. REPRESENTATIONS AND WARRANTIES

5.1. The Company represents and warrants to the Subscriber that:

a) It is a duly incorporated and validly existing private company under the laws of {{jurisdiction}}.

b) It has the corporate power and authority to enter into and perform its obligations under this Agreement.

c) The Subscription Shares, when issued, will be validly issued, fully paid and non-assessable, and will not be subject to any pre-emptive rights.

d) There are no litigation, arbitration or administrative proceedings pending or threatened against the Company which could materially affect its ability to perform its obligations under this Agreement.

5.2. The Subscriber represents and warrants to the Company that:

a) It has the full power and authority to enter into and perform its obligations under this Agreement.

b) It has sufficient funds to pay the Subscription Price on the Completion Date.

c) It has conducted its own due diligence and has entered into this Agreement based on its own independent judgment and assessment.

6. UNDERTAKINGS OF THE COMPANY

6.1. The Company undertakes to:

a) Register the Subscriber in its register of members as the holder of the Subscription Shares immediately following the Completion Date.

b) Procure that the share certificate (if applicable) for the Subscription Shares is issued to the Subscriber within {{number}} business days of the Completion Date.

c) Supply the Subscriber with a copy of its Constitutional Documents and all relevant statutory registers on request and at no cost to the Subscriber.

d) {{other_company_undertaking}}

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

7.2. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA) for the time being in force, which rules are deemed to be incorporated by reference into this clause. The seat of the arbitration shall be {{arbitration_seat}}.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties relating to the subject matter hereof.

9. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

**For the Company:**

___________________________

Name: {{company_signatory_name}}

Title: {{company_signatory_title}}

Date: {{company_signature_date}}

**For the Subscriber:**

___________________________

Name: {{subscriber_signatory_name}}

Title: {{subscriber_signatory_title}} (if applicable)

Date: {{subscriber_signature_date}}