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Advanced Subscription Agreement
"I need an Advanced Subscription Agreement under Singapore law for a Series A investment round of SGD 2 million, with a valuation cap of SGD 10 million and a 20% discount rate, to be completed by March 2025."
1. Parties: Identification of the company and subscriber(s)
2. Background: Context of the agreement and proposed investment
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Number, class, and price of shares being subscribed
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion Mechanics: Process and timing for completing the subscription
7. Warranties: Standard company and subscriber warranties
8. Governing Law and Jurisdiction: Specification of Singapore law and courts
1. Anti-dilution Rights: Protection against future dilution of shareholding. Include when requested by sophisticated investors
2. Information Rights: Rights to receive company information and reports. Include for significant minority shareholders
3. Board Representation: Right to appoint director(s). Include for major investors
4. Tag-Along Rights: Right to join in sale of shares by other shareholders. Include for minority investor protection
1. Schedule 1: Share Capital Structure: Current and post-investment share capital structure
2. Schedule 2: Company Warranties: Detailed company warranties
3. Schedule 3: Conditions Precedent: Detailed list of conditions to be satisfied
4. Schedule 4: Completion Requirements: Detailed completion obligations and documents
5. Appendix A: Form of Board Resolution: Template board resolution approving the subscription
6. Appendix B: Disclosure Letter: Exceptions to warranties (if applicable)
Authors
Actual Conversion Price
Aggregate Investment Amount
Articles of Association
Board
Business Day
Completion
Completion Date
Conditions Precedent
Conversion
Conversion Date
Conversion Event
Conversion Price
Conversion Rights
Conversion Shares
Deed of Adherence
Discount Rate
Encumbrance
Existing Shareholders
Financial Year
Fully Diluted Share Capital
Group
Investment Amount
Long Stop Date
Material Adverse Change
Next Funding Round
Ordinary Shares
Pre-money Valuation
Qualifying Financing Round
Related Corporation
Relevant Securities
Reserved Matters
Sale Event
Share Capital
Shareholders' Agreement
Subscription Amount
Subscription Price
Subscription Shares
Trigger Event
Valuation Cap
Warranties
Payment Terms
Conditions Precedent
Completion
Conversion Rights
Valuation
Anti-dilution Protection
Information Rights
Pre-emption Rights
Tag-along Rights
Drag-along Rights
Board Appointment Rights
Warranties and Representations
Confidentiality
Non-competition
Assignment
Termination
Events of Default
Exit Provisions
Dispute Resolution
Governing Law
Force Majeure
Notices
Amendment and Waiver
Costs and Expenses
Entire Agreement
Severability
Counterparts
Third Party Rights
Further Assurance
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