Private Equity Subscription Agreement Template for New Zealand

1. Tag-Along Rights: Include when minority investors need protection through the right to join in sales by majority shareholders

2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale

3. Anti-Dilution Protection: Include when investors need protection against future down-rounds

4. Board Appointment Rights: Include when investors are to have board representation rights

5. Dividend Rights: Include when specific dividend rights or policies need to be established

6. Pre-emptive Rights: Include when existing shareholders should have first right to purchase new share issues

7. Restrictive Covenants: Include when key shareholders or management need to be bound by non-compete or non-solicitation provisions

8. Exit Provisions: Include when specific exit mechanisms or timelines need to be established

1. Subscription Details Schedule: Detailed breakdown of share numbers, classes, and prices

2. Company Information: Key company details including corporate structure, capitalization table, and material contracts

3. Warranties: Comprehensive list of company warranties

4. Deed of Adherence: Form of deed for new shareholders to sign up to existing shareholders' agreement

5. Board Reserved Matters: List of decisions requiring board approval

6. Shareholder Reserved Matters: List of decisions requiring shareholder approval

7. Completion Checklist: List of all documents and actions required for completion

8. Constitution Amendments: Required amendments to the company's constitution