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Venture Bonsai Invitation to Make a Subscription Commitment

Venture Bonsai Invitation to Make a Subscription Commitment

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Published by Antti Hannula
Part of Venture Bonsai Legal Framework documentation. Please contact us concerning collaboration to localise this for various countries.
Part of Venture Bonsai Legal Framework documentation. Please contact us concerning collaboration to localise this for various countries.

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Published by: Antti Hannula on Apr 30, 2011
Copyright:Attribution Non-commercial

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04/30/2011

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[COMPANY OY] (the “Company”) [DATE]INVITATION TO MAKE SUBSCRIPTION COMMITMENT
Introduction The Board of Directors of Company (the
Board
”) has, based on theauthorization given by the Shareholders’ Meeting of the Companyresolved to initiate preparations for directed share issue (theprocedure hereinafter the “
Share Issue
”). The Share Issue includesthe possibility to make subscription commitments for new shares of the Company (the “
New Shares
”) in book building procedure.The willingness to subscribe for New Shares is documented by wayof delivering a subscription commitment for New Shares (the
Subscription Commitment
”) and by immediate payment of thesubscription amount (the “
Subscription Amount
”) by date indicatedin the Venture Bonsai Investment Round Page. The Board mayextend the period for submitting the subscription commitments andthe payment period of the subscription price.The approval of Subscription Commitments and subscription of NewShares is conditional to the Investor adhering to the Shareholders’Agreement of the Company.The opportunity to make Subscription Commitments shall be madeavailable only to limited amount of investors registered to the VentureBonsai service and selected by the Company.The Board makes resolution on approval or rejection of SubscriptionCommitments entirely or partially and on execution of Share Issue(directed share issue) as described in the Venture Bonsai InvestmentRound Page. The Board may also at any time terminate the ShareIssue by notice thereof to the Investor. The minimum and maximumamount of New Shares to be issued in the Share Issue is describedin the Venture Bonsai Investment Round Page. The subscriptionprice of New Shares is registered entirely to the fund of unrestrictedinvested shareholders equity.Invitation The investor (the
Investor 
”) is invited to make SubscriptionCommitment for New Shares (this document the (“
Invitation
”).Subscription Price The subscription price of New Shares is described in the [InvestmentRound Page] (the “
Subscription Price
”). The Subscription Price isbased on the Board’s estimate of the fair market value of theCompany.Minimum Subscription Minimum subscription of New Shares is described in the VentureBonsai Investment Round Page.Maximum Subscription Maximum subscription of New Shares is described in the VentureBonsai Investment Round Page.Delivery of Subscription Commitment
Venture Bonsai Standard Shareholders’ Agreement. Copyright (C) 2011 Venture Bonsai. Provided strictly “as is”.
 
The willingness to make Subscription Commitment is made in theVenture Bonsai Investment Round Page, after which the Investor isrequired to sign and deliver the Subscription Commitmentelectronically according to instructions provided in the VentureBonsai Investment Round Page. The Subscription Commitment isdeemed to be made and received only after it has been duly signedand delivered as described above.Payment of the Subscription AmountThe Subscription Amount (the number of New Shares indicated in theSubscription Commitment multiplied by the Subscription Price) shallbe paid to the escrow account (the “
Escrow Account
”) according toseparate Escrow Account payment instructions (the “
EscrowAccount Payment Instructions
”) made available to the Investor.The payment of the Subscription Amount to the EscrowAccount mustbe made immediately after the signing and delivery of theSubscription Commitment. The Subscription Commitment is notdeemed to have been received by the Company, until the transfer of the Subscription Amount to the Escrow Account has been completedas instructed in the Escrow Account Payment Instructions and thefunds are at the disposal of the Escrow Agent.The payment of the Subscription Amount must be made for the fullamount and any bank or transfer fees must be paid by the Investor or the party making the payment of the Subscription Amount.The Escrow Account is administrated by person nominated for thispurpose by the Board (the “
Escrow Agent
”) under separateagreement between the Escrow Agent and the Company.Under the authorisation included in the Subscription Commitment, aan attorney may transfer the Subscription Amount paid by theInvestor to the Escrow Account and corresponding to amount of NewShares subscribed by the Investor as described above to the bankaccount of the Company. In case the this Subscription Offer for NewShares is rejected by the Board in entirety or partially, or if the ShareIssue is terminated, the attorney may transfer the SubscriptionAmount paid by the Investor to the Investors bank account asdesignated in the Subscription Commitment.By making the payment of Subscription Amount to the EscrowAccount the Investor and/or the party making payment of theSubscription Amount acknowledges and accepts that such paymentdoes not constitute any form of agreement or other relationshipbetween such party and the Escrow Agent.The Company shall primarily allocate the New Shares based on thetime of the Subscription Amounts are at the disposal of the EscrowAgent.Allocation and Termination; Subscription of New SharesDecisions relating to the allocation of New Shares will be made bythe Board. When determining allocation, the Board will seek toachieve a well balanced and stable shareholder base. Allocation willbe entirely at the Board’s discretion.
©
Venture Bonsai Oy
2 (4)
 
The Subscription Commitment is binding on the Subscriber. TheInvestor acknowledges and accepts that the SubscriptionCommitment is binding even in case the number of New Sharesallocated to the Investors is less that the amount indicated by theInvestor in the Subscription Commitment. However the number of New Shares allocated to Investor may not be less that the MinimumSubscription described above.By making the Subscription Commitment and by payment of theSubscription Amount the Investor is not entitled to subscribe anyminimum amount of New Shares. The Board may reject some or allSubscription Commitments or terminate the entire Share Issue at anytime at its sole discretion without any remedy or compensation to theInvestor.The allocation of New Shares shall be confirmed to the Investor without delay. The New Shares issued to Investor shall besubscribed immediately by virtue of authorisation included in theSubscription Commitment. Notice shall also be made to suchInvestors, who’s Subscription Commitments have been rejected. Thenotices shall be made as described in the Venture BonsaiInvestment Round Page. Any premature termination of the ShareIssue by the Company as described above shall be notified to theInvestor(s) without delay.When the New Shares have been duly subscribed and paid for, theNew Shares shall be registered to the Trade Register without delay.Shareholders’ Agreement; Delivery of the Deed of AdherenceThe Company and the shareholders of the Company are party to theShareholders’ Agreement of the Company made available in theVenture Bonsai Investment Round Page (the “
Shareholders’Agreement
”). The Shareholders’ Agreement and the related Deed of Adherence are available for review in the Disclosure Material. Theapproval of Subscription Commitments and subscription of NewShares is conditional to the Investor adhering to the Shareholders’Agreement of the Company. The Investor is adhering to theShareholders’ Agreement in the role of, and with rights andobligations given to, Minority Shareholder as described in detail inthe Shareholders’ Agreement.The willingness to adherence to the Shareholders’ Agreement ismade in the [Investment Round Page], after which the Investor isrequired to sign and deliver the Deed of Adherence electronicallyaccording to instructions provided in the Venture Bonsai InvestmentRound Page. The Deed of Adherence is deemed to be made andreceived only after it has been duly signed and delivered asdescribed above.Share Certificates The Company shall not issue share certificates.Shareholder’s Rights The Company has one class of shares. The subscribed new shareswill rank pari passu with existing shares as soon as they areregistered in the Trade Register. The New Shares are subject toredemption [and consent] clause[s] of the Articles of Association of the Company. Certain rights and obligations related to the NewShares and the shareholders of the Company are described in theShareholders’ Agreement.Information Requirements and Disclosure Material
Venture Bonsai Standard Shareholders’ Agreement. Copyright (C) 2011 Venture Bonsai. Provided strictly “as is”.

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