Subscription Agreement

This Subscription Agreement template is designed for a private limited company and outlines the terms and conditions under which a new investor (the Subscriber) agrees to subscribe for shares in the company. The agreement involves three primary parties: the Company, the Current Shareholders, and the Subscriber.  Key provisions include definitions and interpretations of terms, the subscription process, completion details, warranties provided by the Current Shareholders and the Company, and the Subscriber's agreement to be bound by the Company's Articles of Association. Additionally, the template addresses confidentiality, announcements, variations, severability, waivers, further assurances, rights of third parties, assignment, the entire agreement, succession, time of the essence, counterparts, costs, notices, governing law, and jurisdiction. This template ensures clarity and enforceability of the subscription process, providing a comprehensive framework for the involved parties.

The template includes the following provisions:

1. Parties Involved: The agreement involves the Company, Current Shareholders, and the Subscriber.
2. Definitions and Interpretation: Key terms like Business Day, Completion, Confidential Information, and Warranties are defined.
3. Subscription: The Subscriber agrees to subscribe for a specified number of shares at a set price.
4. Completion: Details the process and location for the completion of the subscription.
5. Warranties: Current Shareholders and the Company provide warranties regarding their authority and the accuracy of provided information.
6. Observance of Articles: The Subscriber agrees to be bound by the Company's Articles of Association.
7. Confidentiality: Parties must keep confidential information private, with specific exceptions.
8. Announcements: No party shall make announcements related to the agreement without prior consent.
9. Variation: Any amendments to the agreement must be in writing and signed by all parties.
10. Severability: If any provision is illegal or unenforceable, it does not affect the rest of the agreement.
11. Waiver: Failure to exercise any right does not constitute a waiver of that right.
12. Further Assurance: Parties must execute additional documents as necessary to fulfill the agreement.
13. Rights of Third Parties: Only parties to the agreement can enforce its terms.
14. Assignment: No party can assign the agreement without consent from the other parties.
15. Entire Agreement: This document constitutes the entire agreement between the parties.
16. Succession: The agreement is binding on successors and assigns.
17. Time of the Essence: All time-related terms are critical and must be adhered to.
18. Counterparts: The agreement can be signed in multiple counterparts, each being an original.
19. Costs: Each party bears its own costs related to the agreement.
20. Notices: Specifies how and where notices should be sent and deemed received.
21. Governing Law: The agreement is governed by the laws of England and Wales.
22. Jurisdiction: Disputes will be settled in the courts of England and Wales.
23. Schedule 1: Contains details about the Company, including name, incorporation date, registered number, and directors.
24. Schedule 2: Lists the Current Shareholders, their contact details, and the number of shares held.
25. Completion Date: The date on which the agreement is executed and becomes effective.
26. Miscellaneous:: Includes various standard legal provisions to ensure the agreement's enforceability and clarity.

Publisher’s Notice:

Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document. 

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Publisher: Atkins-Shield Ltd: Company No. 11638521 
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