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Advanced Subscription Agreement
"I need an Advanced Subscription Agreement for my Series A-stage biotech startup to secure $2M in bridge financing from three angel investors, with a 20% discount rate and $15M valuation cap, to be completed by March 2025."
1. Parties: Identification of the company and subscriber, including full legal names and addresses
2. Background: Context of the agreement and purpose of the advance subscription
3. Definitions: Key terms used throughout the agreement including subscription amount, qualifying funding round, and conversion mechanisms
4. Subscription Details: Amount of investment and share price/valuation mechanisms
5. Conditions Precedent: Conditions that must be met before subscription becomes effective
6. Completion: Process and timing for completing the investment
7. Warranties: Standard representations and warranties from both parties
8. Conversion Mechanics: Terms and conditions for converting the subscription into shares
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Governing Law and Jurisdiction: Specification of applicable law and jurisdiction for dispute resolution
1. Pre-emption Rights: Rights of first refusal on future share issues, used when investors request additional protection against dilution
2. Information Rights: Investor rights to company information and updates, typically included for larger investments or sophisticated investors
3. Board Appointment Rights: Rights to appoint board members or observers, included for strategic or large-scale investors
4. Most Favored Nation Clause: Provision ensuring subscriber receives best terms offered to other investors, included when requested by lead investors
5. Anti-dilution Protection: Provisions protecting investor from dilution in down rounds, included for sophisticated investors
1. Schedule 1 - Subscription Details: Detailed breakdown of investment amount and share calculation methodology
2. Schedule 2 - Company Information: Key company details including capitalization table and corporate information
3. Schedule 3 - Company Warranties: Detailed warranties given by the company regarding its business and operations
4. Schedule 4 - Deed of Adherence: Form of deed to be signed upon conversion of subscription into shares
5. Schedule 5 - Conversion Rights: Detailed terms and mechanics for conversion of the advance subscription
Authors
Articles of Association
Board
Business Day
Completion
Completion Date
Conditions Precedent
Conversion
Conversion Date
Conversion Price
Conversion Shares
Deed of Adherence
Directors
Discount Rate
Equity Securities
Existing Shareholders
Fully Diluted Share Capital
Investment Amount
Material Adverse Change
New Shares
Ordinary Shares
Pre-Money Valuation
Qualifying Financing
Qualifying Financing Round
Related Party Transaction
Relevant Securities
Shareholder Agreement
Shareholders
Subscription Rights
Valuation Cap
Warranties
Payment Terms
Conversion Rights
Valuation Mechanisms
Completion Conditions
Warranties and Representations
Information Rights
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Board Appointment Rights
Confidentiality
Assignment and Transfer
Termination
Events of Default
Anti-dilution Protection
Most Favored Nation
Corporate Governance
Restrictive Covenants
Exit Provisions
Dispute Resolution
Notices
Amendments
Entire Agreement
Governing Law
Force Majeure
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