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Subscription Agreement Private Placement
"Need a Subscription Agreement Private Placement for a Singapore tech startup raising Series A funding from three accredited investors in March 2025, with specific anti-dilution and information rights provisions."
1. Parties: Identification of the issuer and subscriber, including full legal names and registration details
2. Background: Context of the private placement and general transaction overview, including the purpose of the subscription
3. Definitions: Key terms used throughout the agreement, including regulatory and transaction-specific definitions
4. Subscription Details: Number of shares/units, price, and payment terms for the subscription
5. Representations and Warranties: Statements of fact and assurances from both parties, including compliance with SFA requirements
6. Closing Conditions: Conditions precedent to completion of subscription, including regulatory approvals
7. Compliance with Securities Laws: Specific provisions ensuring compliance with Singapore securities regulations
8. Confidentiality: Provisions regarding the confidentiality of information shared during the subscription process
9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares - include when protecting minority investor interests
2. Anti-Dilution Provisions: Protection against future dilution of shareholding - include when requested by sophisticated investors
3. Information Rights: Rights to receive company information and reports - include for significant investors
4. Board Representation: Rights to appoint board members - include for major investors or strategic placements
5. Exit Rights: Provisions regarding future exit opportunities - include for venture capital or private equity investors
1. Schedule 1 - Share/Unit Details: Detailed description of securities being offered, including class, rights, and restrictions
2. Schedule 2 - Subscription Form: Form for subscriber to complete, including declaration of investor status
3. Schedule 3 - Investor Qualification: Accredited investor declaration and evidence as required under SFA
4. Appendix A - Company Information: Key corporate and financial information about the issuer
5. Appendix B - Risk Factors: Detailed disclosure of investment risks specific to the offering
6. Appendix C - KYC Requirements: Documentation requirements for Know Your Client compliance
Authors
Agreement
Applicable Laws
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Directors
Effective Date
Encumbrance
Event of Default
Financial Year
Governmental Authority
Investment Amount
Issue Price
Issuer
Material Adverse Change
MAS
Offering
Ordinary Shares
Parties
Placement Agent
Private Placement
Restricted Securities
Securities
SFA
SGX
Shareholder
Shares
Subscriber
Subscription
Subscription Amount
Subscription Price
Subscription Rights
Subscription Shares
Transaction Documents
Warranties
Payment Terms
Conditions Precedent
Representations and Warranties
Covenants
Closing Conditions
Transfer Restrictions
Anti-Dilution Rights
Information Rights
Confidentiality
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Board Representation
Voting Rights
Exit Rights
Non-Competition
Assignment
Termination
Force Majeure
Indemnification
Governing Law
Dispute Resolution
Notices
Amendment
Entire Agreement
Severability
Counterparts
Further Assurance
Costs and Expenses
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