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Preference Share Subscription Agreement
"Need a Preference Share Subscription Agreement for our Series B funding round where a Singapore-based venture capital firm is investing $5M for 15% preference shares with 1x liquidation preference and standard anti-dilution protection, to be completed by March 2025."
1. Parties: Identification of the Company and Subscriber(s)
2. Background: Context of the share issuance and company's authorization
3. Definitions: Key terms used throughout the agreement
4. Subscription: Terms of subscription including number and class of shares
5. Consideration: Payment terms and subscription price
6. Conditions Precedent: Prerequisites for completion
7. Completion: Process and timing of share issuance
8. Representations and Warranties: Standard company and subscriber warranties
1. Anti-dilution Rights: Protection against future share issuances - typically included when requested by major investors
2. Tag-along Rights: Right to join in sale of shares - included for minority investor protection
3. Board Appointment Rights: Rights to appoint directors - included for strategic investors
4. Information Rights: Rights to receive company information - included for significant investors
1. Schedule 1 - Terms of Preference Shares: Detailed rights and preferences attached to shares
2. Schedule 2 - Disclosure Schedule: Company disclosures against warranties
3. Schedule 3 - Form of Share Certificate: Template of share certificate to be issued
4. Schedule 4 - Shareholders' Agreement: Form of new shareholders' agreement to be executed
5. Schedule 5 - Corporate Authorizations: Required board and shareholder resolutions
Authors
Affiliate
Articles
Board
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Constitution
Disclosed
Disclosure Letter
Encumbrance
Existing Shareholders
Financial Year
Group
Law
Long Stop Date
Material Adverse Change
Ordinary Shares
Preference Share Certificate
Preference Share Rights
Preference Shares
Regulatory Authority
Related Corporation
Relevant Securities
Representatives
SFA
SGX
Share Capital
Subscription Amount
Subscription Price
Subscriber's Group
Subscriber's Warranties
Subsidiary
Tax
Transaction Documents
Warranties
Subscription
Subscription Price
Conditions Precedent
Completion
Company Warranties
Subscriber Warranties
Dividend Rights
Voting Rights
Liquidation Preferences
Anti-dilution Protection
Pre-emption Rights
Tag-along Rights
Drag-along Rights
Information Rights
Board Appointment Rights
Conversion Rights
Exit Rights
Confidentiality
Non-competition
Assignment
Notices
Further Assurance
Costs and Expenses
Severability
Variation
Waiver
Entire Agreement
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
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