Professional Documents
Culture Documents
SUBSCRIPTION AGREEMENT
between
XXX
and
XXX
Dated as of [Date]
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TABLE OF CONTENTS
RECITALS..........................................................................................................................1
ARTICLE I
DEFINITIONS AND TERMS
................................................................................................................................................
Section 1.1 Certain Definitions...................................................................................1
Section 1.2 Other Definitional Provisions...................................................................2
ARTICLE II
SUBSCRIPTION AND PAYMENT; ISSUANCE OF SUBSCRIPTION SHARES
................................................................................................................................................
Section 2.1 Subscription..............................................................................................3
Section 2.2 Vesting Schedule......................................................................................3
Section 2.3 Issuance of Shares....................................................................................3
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
................................................................................................................................................
Section 3.1 Existence of Company; Power to Conduct Business; No
Insolvency........................................................................................4
Section 3.2 Due Authorization, Execution and Delivery; Enforceability...................4
Section 3.3 No Conflicts.............................................................................................4
Section 3.4 No Violation.............................................................................................4
Section 3.5 Share Capital............................................................................................4
Section 3.6 Intellectual Property. ...............................................................................5
Section 3.7 No Litigation............................................................................................5
Section 3.8 Governmental authorizations...................................................................5
Section 3.9 Corporate filings and tax returns..............................................................5
Section 3.10 Shareholders Agreements.........................................................................5
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE EMPLOYEE
................................................................................................................................................
Section 4.1 Due Authorization, Execution and Delivery; Enforceability...................6
Section 4.2 Copyright, Intellectual Property Rights...................................................6
ARTICLE V
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MISCELLANEOUS
................................................................................................................................................
Section 5.1 Notices......................................................................................................6
Section 5.2 No Assignment or Benefit to Third Parties..............................................6
Section 5.3 Entire Agreement.....................................................................................6
Section 5.4 Severability...............................................................................................6
Section 5.5 Governing Law; Submission to Jurisdiction; Selection of Forum...........7
Section 5.6 Contracts (Rights of Third Parties) Act 1999...........................................7
Section 5.7 Counterparts.............................................................................................7
Section 5.8 Headings...................................................................................................7
SCHEDULE A.....................................................................................................................9
SCHEDULE B...................................................................................................................10
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SUBSCRIPTION AGREEMENT, dated as of [Date], between XXX., a company
registered under the laws of XXX with the registration number XXXX and currently
having its registered office at XXXX (the “Company”) and XXXX (the “Employee” and,
together with the Company, the “Parties”).
RECITALS
ARTICLE I
“Business Related Intellectual Property Rights” shall have the meaning set
forth in Section IV.2.
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“Chosen Courts” shall have the meaning set forth in Section V.5.
“Closing” means such date on or after the date on which the Closing
Conditions are satisfied as may be communicated by the Company to the Employee by
sending an email to the Employee at: XXXX@XX.com
“Vesting Period” means a period of three (3) years calculated from the
date of this Agreement.
(a) Unless otherwise specifically indicate, the word “day” means “calendar
day”;
(b) the words “hereof”, “herein”, “hereunder” and “hereby” and words of
similar import, when used in this Agreement, shall refer to this Agreement as a whole and
not to any particular provision of this Agreement;
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(c) the terms defined in the singular have a comparable meaning when used in
the plural, and vice versa;
ARTICLE II
Section II.3 Issuance of Shares. Subject only to the Closing Conditions being
satisfied, at the Closing, the Company will allot and issue the Subscription Shares to the
Employee, on the terms and subject to the conditions of this Agreement, and, as promptly
as practicable after the Closing, will deliver to the Employee a copy certified as accurate
by its company secretary of a share certificate evidencing the Subscription Shares.
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ARTICLE III
The Company represents and warrants to the Employee, as of the date of this
Agreement and as of the Closing, as follows:
Section III.5 Share Capital. Immediately after the Closing, the Company will
have an authorized, issued and outstanding share capital as set forth in Schedule B. All
of the Company’s ordinary shares (other than the Subscription Shares) have been duly
authorized and validly issued and are fully paid up, freely transferable, non-assessable
and free of any third party rights. The Subscription Shares have been duly authorized
and, as of the Closing, will be validly issued, fully paid up, freely transferable, non-
assessable and free of any third party rights, and will rank pari passu with all other
ordinary shares in all respects, including the right to participate in all dividends and other
distributions declared, paid or made on or in respect of such ordinary shares on or after
the date of this Agreement. Other than as set forth in Schedule B, the Company has not
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issued, and has not entered into any agreements for the issuance of, any additional
Shares, any preference shares, any other equity securities or any securities convertible
into or exchangeable for, or warrants, rights or options to purchase from the Company, or
obligations of the Company to issue, equity securities, and the Company has not entered
into any other agreement that evidences rights of any Person against the Company to
subscribe or to require the issue of equity securities or which could give rise to a liability
of the Company to issue any equity securities.
Section III.8 Governmental authorizations. The Company has obtained all the
licenses, permissions and consents it needs to carry on the Business and such licenses,
permissions and consents are in full force and effect and the Company is not aware of any
circumstances that would indicate that any of such licenses, permissions or consents are
likely to be revoked or not renewed in the ordinary course.
Section III.9 Corporate filings and tax returns. The Company has filed at the
relevant dates all corporate filings and tax returns that are required to be filed or has
requested extensions thereof and has paid all taxes required to be paid by it and any other
assessment, fine or penalty levied against it, to the extent that any of the foregoing is due
and payable, except to the extent that the Company’s failure to do so would not result in a
material adverse effect on its Business, results of operations or financial condition or its
ability to perform its obligations under this Agreement.
Section III.10 Shareholders Agreements. Upon the Closing, the Company will
not be party to any agreements with any of its shareholders other than (a) a subscription
agreement with each shareholder and (b) the Shareholders Agreement.
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ARTICLE IV
The Employee represents and warrants to the Company, as of the date of this
Agreement and as of the Closing, as follows:
ARTICLE V
MISCELLANEOUS
Section V.1 Notices. Any notice or other communication to be given under this
Agreement must be in writing and must be delivered by prepaid first class mail or email
to the Party to whom it is to be given at the address or email address appearing in the
Recitals. Any notice shall be deemed to have been given when delivered by first class
mail, one week after the date of delivery, and when delivered by email, on the date the
email is sent.
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Section V.3 Entire Agreement. This Agreement contains the entire agreement
between the Parties with respect to the subject matter hereof and thereof and supersedes
all prior agreements and understandings, oral or written, between some or all of the
Parties with respect to such matters.
Section V.6 Contracts (Rights of Third Parties) Act 1999. The Parties do not
intend that any term of this Agreement should be enforceable, by virtue of the Contracts
(Rights of Third Parties) Act 1999, by any Person who is not a Party.
Section V.8 Headings. The heading references herein and the table of contents
hereof are for convenience purposes only, and shall not be deemed to limit or affect any
of the provisions hereof.
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IN WITNESS WHEREOF, the parties have executed or caused this Agreement to
be executed as of the date first written above.
XXXX
By:
________________________
XXXX (Director)
XXXX
By:
XXXX
Subscription Agreement
Schedule A
On a non-diluted / unvested basis (i.e., assuming the closing of the current financing
round):
On a fully diluted basis (i.e., assuming the closing of the current financing round
and the vesting of all unvested shares):