Share Subscription Agreement Venture Capital

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Share Subscription Agreement Venture Capital

Share Subscription Agreement Venture Capital

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SHARE SUBSCRIPTION AGREEMENT

This Share Subscription Agreement (hereinafter referred to as the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (the “Effective Date”),

BY AND BETWEEN:

1. {{company_name}}, a company duly incorporated and existing under the laws of {{country}}, with registration number {{company_registration_number}}, and having its registered office at {{company_address}} (hereinafter referred to as the “Company”);

AND

2. {{investor_name}}, a company/fund duly incorporated and existing under the laws of {{country}}, with registration number {{investor_registration_number}}, and having its registered office at {{investor_address}} (hereinafter referred to as the “Investor”).

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

RECITALS

A. The Company is engaged in the business of {{company_business_description}}.

B. The Investor is a venture capital firm interested in investing in promising companies.

C. The Company desires to issue, and the Investor desires to subscribe for, certain shares in the Company on the terms and conditions set forth in this Agreement.

1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:

“Agreement” means this Share Subscription Agreement, including all schedules and annexures hereto.

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

“Subscription Price” means the amount of {{currency}} {{subscription_amount}} ({{subscription_amount_words}}) per Share.

“Closing Date” means {{closing_date}} or such other date as may be mutually agreed upon by the Parties in writing.

1.2. Clause headings are for convenience only and shall not affect the interpretation of this Agreement.

2. SUBSCRIPTION FOR SHARES

2.1. Subject to the terms and conditions of this Agreement, the Company hereby agrees to allot and issue to the Investor, and the Investor hereby agrees to subscribe for, the Shares at the Subscription Price on the Closing Date.

2.2. The total subscription amount payable by the Investor to the Company for the Shares shall be {{currency}} {{total_subscription_amount}} ({{total_subscription_amount_words}}).

3. PAYMENT OF SUBSCRIPTION PRICE

3.1. The Investor shall pay the total subscription amount to the Company on the Closing Date by way of electronic funds transfer to the following bank account:

Bank Name: {{company_bank_name}}

Account Name: {{company_account_name}}

Account Number: {{company_account_number}}

Branch Code: {{company_branch_code}}

SWIFT Code: {{company_swift_code}}

4. CONDITIONS PRECEDENT

4.1. The obligations of the Parties under this Agreement are conditional upon the fulfillment of the following conditions precedent on or before the Closing Date:

4.1.1. The Company having obtained all necessary corporate approvals, including board and shareholder resolutions, for the allotment and issuance of the Shares.

4.1.2. The Investor having obtained all necessary corporate approvals for the subscription of the Shares.

4.1.3. The execution of a Shareholders’ Agreement between the Company, the Investor, and other existing shareholders of the Company (if applicable).

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

5.1. The Company hereby represents and warrants to the Investor that:

5.1.1. It is a duly incorporated and validly existing company under the laws of {{country}} and has the corporate power and authority to enter into and perform its obligations under this Agreement.

5.1.2. The execution and delivery of this Agreement and the performance of its obligations hereunder will not contravene any law, regulation, or its constitutional documents.

5.1.3. The Shares, when issued, will be fully paid and non-assessable.

6. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

6.1. The Investor hereby represents and warrants to the Company that:

6.1.1. It is a duly incorporated and validly existing company/fund under the laws of {{country}} and has the corporate power and authority to enter into and perform its obligations under this Agreement.

6.1.2. It has received independent legal and financial advice regarding the merits and risks of subscribing for the Shares.

7. GOVERNING LAW AND JURISDICTION

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

7.2. The Parties irrevocably agree that the courts of {{country}} shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

8. ENTIRE AGREEMENT

8.1. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements, understandings, and arrangements between the Parties, whether oral or written.

9. COUNTERPARTS

9.1. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement on the Effective Date.

FOR AND ON BEHALF OF THE COMPANY:

___________________________________

Name: {{company_authorised_signatory_name}}

Title: {{company_authorised_signatory_title}}

Date: {{signature_date}}

FOR AND ON BEHALF OF THE INVESTOR:

___________________________________

Name: {{investor_authorised_signatory_name}}

Title: {{investor_authorised_signatory_title}}

Date: {{signature_date}}