Private Placement Contract Template for England and Wales

1. Tag-Along Rights: Rights of minority investors to join in any sale of shares by majority shareholders, typically used in multiple investor scenarios

2. Pre-emption Rights: Rights of first refusal on future security issuances, included when investors request future participation rights

3. Board Appointment Rights: Provisions allowing investors to appoint directors, typically included for significant investments

4. Information Rights: Investor rights to receive financial and operational information, included for sophisticated investors

5. Anti-dilution Protection: Provisions protecting investor ownership percentage in case of future down rounds

1. Schedule 1 - Subscription Details: Detailed terms of securities being placed including precise share numbers, classes, and pricing

2. Schedule 2 - Form of Completion Certificate: Template certificate confirming satisfaction of completion conditions

3. Schedule 3 - Warranties: Comprehensive list of warranties given by the issuer regarding business, assets, and liabilities

4. Schedule 4 - Investor Questionnaire: Documentation confirming investor qualification under private placement exemptions

5. Schedule 5 - Deed of Adherence: Template deed for new investors joining the agreement in the future