Subscription Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of {{agreement_date}} (the “Effective Date”) by and between:

{{company_name}}, a company duly incorporated under the laws of {{country}}, with its registered office at {{company_address}} (the “Company”); and

{{investor_name}}, an individual residing at {{investor_address}} / a company duly incorporated under the laws of {{country}}, with its registered office at {{investor_address}} (the “Subscriber”).

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

1. Subscription for Shares

1.1 Subject to the terms and conditions of this Agreement, the Subscriber hereby subscribes for and agrees to purchase from the Company, and the Company hereby agrees to issue and sell to the Subscriber, {{number_of_shares}} ({{number_of_shares_words}}) ordinary shares of the Company (the “Subscription Shares”) at a price of {{currency}} {{price_per_share}} ({{price_per_share_words}}) per share, for a total subscription price of {{currency}} {{total_subscription_price}} ({{total_subscription_price_words}}) (the “Subscription Price”).

1.2 The Subscription Shares shall constitute {{percentage_ownership}}% of the total issued share capital of the Company post-subscription.

2. Payment of Subscription Price

2.1 The Subscriber shall pay the Subscription Price to the Company on or before {{payment_due_date}} by way of {{payment_method}} to the Company’s bank account as follows:

Bank Name: {{bank_name}}

Account Name: {{account_name}}

Account Number: {{account_number}}

Swift Code: {{swift_code}}

2.2 Failure to pay the Subscription Price by the due date may result in the termination of this Agreement at the Company’s sole discretion.

3. Representations and Warranties of the Company

3.1 The Company represents and warrants to the Subscriber that:

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

(b) The Subscription Shares, when issued, will be duly authorised, validly issued, fully paid, and non-assessable.

(c) The execution and delivery of this Agreement and the performance by the Company of its obligations hereunder do not and will not violate any provision of its constitutional documents or any agreement to which it is a party or by which it is bound.

4. Representations and Warranties of the Subscriber

4.1 The Subscriber represents and warrants to the Company that:

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

(b) The Subscriber understands the speculative nature of the investment and has been advised to consult with their own legal, financial, and tax advisors regarding the investment.

(c) The Subscriber is acquiring the Subscription Shares for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof.

5. Closing

5.1 The closing of the subscription and sale of the Subscription Shares (the “Closing”) shall take place on {{closing_date}} at {{closing_location}}, or at such other date, time, and place as the Parties may mutually agree.

5.2 At the Closing, subject to payment of the Subscription Price, the Company shall update its share register to reflect the Subscriber as the holder of the Subscription Shares and issue a share certificate (if applicable) to the Subscriber.

6. Governing Law and Dispute Resolution

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

6.2 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 {{arbitration_city}}, {{country}}, in accordance with the rules of {{arbitration_institution}}.

7. Miscellaneous

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

7.2 No amendment to this Agreement shall be effective unless it is in writing and signed by both Parties.

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

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Subscription Agreement as of the Effective Date.

FOR THE COMPANY:

_____________________________

By: {{company_signatory_name}}

Title: {{company_signatory_title}}

FOR THE SUBSCRIBER:

_____________________________

By: {{subscriber_signatory_name}}

Title: {{subscriber_signatory_title}} / ID Number: {{subscriber_id_number}}