SHARE SUBSCRIPTION AGREEMENT
BETWEEN
Company
Investor
WHEREAS, (the "Company") is a company incorporated under the Companies Act, 2013 with CIN ; and
WHEREAS, (the "Investor") wishes to subscribe to shares of the Company on the terms and conditions set out herein.
NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:
AUTHORIZATION AND INCORPORATION. The Company is duly incorporated and authorized to allot the shares described herein. The Company's registered office is at and its CIN is .
- Share Class
- Number of Shares
- Face Value per Share
- ₹
- Subscription Price per Share
- ₹
- Total Subscription Amount
- ₹
- Shareholding Percentage
SHARE CLASS CHARACTERISTICS. The shares shall be of the class designated as "". These are Preference Shares with the characteristics as set out in the Articles of Association.
ISSUE AND ALLOTMENT. Upon fulfillment of Conditions Precedent (Section 5), the Company shall allot the shares to the Investor on the Closing Date: . A share certificate or electronic confirmation shall be issued within 30 days of allotment.
CONDITIONS PRECEDENT. The obligations of both parties are conditional upon the following:
REPRESENTATIONS AND WARRANTIES
By the Company: The Company represents and warrants that:
- It is duly incorporated and in good standing under the Companies Act, 2013
- It has authority to execute this Agreement and allot the shares
- The authorized and issued capital are as stated in this Agreement
- There is no litigation pending that could materially affect the Company
By the Investor: The Investor represents and warrants that:
- It has the legal capacity and authority to enter into this Agreement
- It has received all information necessary to make an informed investment decision
- It understands the risks associated with equity investment in startup companies
INVESTOR RIGHTS. The Investor shall have the following rights:
LOCK-IN PERIOD. The Investor agrees not to sell, transfer, or encumber the shares for a period of from the Closing Date, except with the Company's written consent.
CONFIDENTIALITY. The Investor agrees to maintain confidentiality of all proprietary and financial information of the Company disclosed in relation to this investment, except as required by law or regulation.
PAYMENT. The Investor shall pay the Subscription Amount of ₹ by bank transfer to the Company's designated account upon Closing, or as held in escrow if an escrow agent is appointed.
GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement shall be governed by the laws of India. Any disputes shall be resolved through arbitration under the Arbitration and Conciliation Act, 1996, or litigation in the courts of India.
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties regarding the subscription and supersedes all prior representations and understandings.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.