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Advanced Subscription Agreement
"I need an Advanced Subscription Agreement for a Hong Kong fintech startup receiving a $500,000 investment from a single investor, with a 20% discount on the next funding round and a valuation cap of $5 million."
1. Parties: Identification of the company, the investor(s), and any other relevant parties to the agreement
2. Background: Context of the investment, including company status and purpose of the advanced subscription
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Subscription and Payment Terms: Details of the investment amount, payment mechanics, and timeline
5. Conditions Precedent: Conditions that must be satisfied before the investment is made
6. Conversion Mechanics: Rules and formula for converting the investment into shares, including timing and pricing mechanisms
7. Company Warranties: Standard warranties about the company's status, operations, and authority
8. Investor Warranties: Warranties from the investor regarding authority, funds source, and investment sophistication
9. Information Rights: Investor's rights to receive company information and financial reports
10. Pre-emption Rights: Rights of first refusal on future share issues
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and assignment
1. Most Favored Nation: Ensures investor gets best terms offered to future investors - include for sophisticated investors
2. Anti-dilution Protection: Protects investor from dilution in down rounds - include for larger investments
3. Board Appointment Rights: Rights to appoint board members - include for strategic investors
4. Drag and Tag Rights: Rights in case of company sale - include for significant investments
5. Founder Commitments: Specific obligations of founders - include when founders are key to business
6. KPI Targets: Performance targets affecting conversion terms - include for milestone-based investments
7. Foreign Investment Provisions: Special provisions for foreign investors - include when applicable
1. Schedule 1: Company Information: Detailed company information including cap table and corporate structure
2. Schedule 2: Subscription Details: Detailed breakdown of investment amount, milestones, and payment schedule
3. Schedule 3: Conversion Terms: Detailed conversion mechanics, valuation caps, and discount rates
4. Schedule 4: Warranties: Full list of company warranties
5. Schedule 5: Deed of Adherence: Form for future investors to join the agreement
6. Appendix A: Capitalization Table: Current and projected cap table showing ownership structure
7. Appendix B: Business Plan: Company's business plan and financial projections
Authors
Advanced Subscription Amount
Agreement
Articles of Association
Board
Business Day
Companies Ordinance
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Conversion
Conversion Date
Conversion Event
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Directors
Discounted Conversion Price
Encumbrance
Exit Event
Financial Year
Fully Diluted Share Capital
Group
Hong Kong
Investment Amount
Investor
IPO
Issue Price
Long Stop Date
Material Adverse Change
Next Funding Round
Ordinary Shares
Party/Parties
Pre-money Valuation
Qualifying Financing Round
Related Party
Relevant Securities
Securities
Share Capital
Shareholders
Shares
Subscription Rights
Subscription Shares
Subsidiary
Trigger Event
Valuation Cap
Warranties
Payment Obligations
Conditions Precedent
Conversion Rights
Anti-dilution Protection
Pre-emption Rights
Information Rights
Company Warranties
Investor Warranties
Board Representation
Founder Commitments
Confidentiality
Non-Competition
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Most Favored Nation
Termination
Events of Default
Notices
Assignment
Amendments
Waiver
Severability
Entire Agreement
Further Assurance
Costs
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Technology
Fintech
Biotech
E-commerce
Software
Healthcare
Clean Energy
Digital Media
Consumer Products
Educational Technology
Manufacturing
Professional Services
Real Estate Technology
Artificial Intelligence
Blockchain
Legal
Finance
Corporate Development
Executive Leadership
Investment
Company Secretarial
Business Development
Compliance
Corporate Governance
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Venture Capital Partner
Company Secretary
Finance Director
Business Development Director
Startup Founder
Managing Director
Investment Analyst
Corporate Development Manager
Legal Counsel
Board Director
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