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Advanced Subscription Agreement
"I need an Advanced Subscription Agreement for a pre-seed investment of £250,000 into my fintech startup, with a 20% discount on the next funding round and a £5m valuation cap, expected to complete by March 2025."
1. Parties: Identifies the company and investor(s) entering into the agreement
2. Background: Context of the investment and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Subscription: Details of the investment amount and share allocation
5. Conditions Precedent: Conditions that must be met before completion
6. Completion: Mechanics and timing of the investment completion
7. Warranties: Company representations and warranties
8. Governing Law and Jurisdiction: Specifies applicable law and courts
1. Pre-emption Rights: Rights of first refusal on future share issues - include when investors require protection against dilution
2. Tag Along Rights: Right to join in sale of shares by other shareholders - include for minority investor protection
3. Information Rights: Rights to receive company information - include when investors require ongoing reporting
4. Board Appointment Rights: Right to appoint directors - include for larger investments or strategic investors
1. Schedule 1 - Company Details: Corporate information and capital structure
2. Schedule 2 - Warranties: Detailed company warranties
3. Schedule 3 - Conditions Precedent: Detailed list of conditions to be satisfied
4. Schedule 4 - Completion Requirements: Documents and actions required at completion
5. Appendix 1 - Share Capital Table: Pre and post-investment capital structure
6. Appendix 2 - Investment Terms: Detailed terms of the investment
Authors
Advanced Subscription Amount
Business Day
Company
Completion
Completion Date
Conditions Precedent
Conversion
Conversion Date
Conversion Price
Conversion Rights
Conversion Shares
Directors
Discount
Disclosure Letter
Encumbrance
Existing Shareholders
Fully Diluted Share Capital
Group
Investment
Investor
Long Stop Date
Material Adverse Change
Ordinary Shares
Qualifying Funding Round
Qualifying Investment
Shareholders' Agreement
Subscription Price
Subsidiary
Valuation Cap
Warranties
Warrantors
Working Hours
Completion
Conditions Precedent
Conversion Rights
Warranties
Undertakings
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Information Rights
Board Appointment Rights
Confidentiality
Assignment
Notices
Termination
Costs and Expenses
Entire Agreement
Variations
Waiver
Severability
Third Party Rights
Counterparts
Further Assurance
Good Faith
Force Majeure
Anti-Dilution Protection
Most Favored Nation
Exit Provisions
Dispute Resolution
Governing Law and Jurisdiction
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