Share Subscription And Shareholders Agreement Template for India

1. Anti-Dilution Rights: Protection for investors against future down rounds, used when dealing with sophisticated investors

2. ESOP Provisions: Details of employee stock option pool, included when company has/plans to have ESOP

3. Founder Vesting: Vesting schedule for founders' shares, typically included in early-stage investments

4. Non-Compete and Non-Solicit: Restrictions on competitive activities, included when required by investors

5. Foreign Investment Compliance: Specific provisions for compliance with FEMA and FDI regulations when foreign investors are involved

6. Put Option: Right for investors to sell shares back to promoters, included in specific investment structures

7. Liquidation Preference: Priority rights in case of liquidation, typically included for preferred shares

8. Strategic Rights: Special rights for strategic investors, included when strategic investors are involved

1. Schedule 1 - Details of the Company: Company information including capital structure, subsidiaries, and material contracts

2. Schedule 2 - Subscription Details: Detailed breakdown of share subscription including valuation and cap table

3. Schedule 3 - Conditions Precedent: List of conditions to be satisfied before completion

4. Schedule 4 - Warranties: Detailed warranties given by the company and existing shareholders

5. Schedule 5 - Reserved Matters: Comprehensive list of matters requiring special approval

6. Schedule 6 - Completion Schedule: Step-by-step completion obligations and documentation requirements

7. Schedule 7 - Key Employees: List of key employees and their terms of employment

8. Schedule 8 - Deed of Adherence: Format for new shareholders to join the agreement

9. Appendix A - Board Resolution Format: Format of board resolutions required for completion

10. Appendix B - Shareholders Resolution Format: Format of shareholders resolutions required for completion