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Subscription Agreement Private Placement
"Need a Subscription Agreement Private Placement for a Singapore tech startup raising Series A funding from three accredited investors in March 2025, with specific anti-dilution and information rights provisions."
1. Parties: Identification of the issuer and subscriber, including full legal names and registration details
2. Background: Context of the private placement and general transaction overview, including the purpose of the subscription
3. Definitions: Key terms used throughout the agreement, including regulatory and transaction-specific definitions
4. Subscription Details: Number of shares/units, price, and payment terms for the subscription
5. Representations and Warranties: Statements of fact and assurances from both parties, including compliance with SFA requirements
6. Closing Conditions: Conditions precedent to completion of subscription, including regulatory approvals
7. Compliance with Securities Laws: Specific provisions ensuring compliance with Singapore securities regulations
8. Confidentiality: Provisions regarding the confidentiality of information shared during the subscription process
9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares - include when protecting minority investor interests
2. Anti-Dilution Provisions: Protection against future dilution of shareholding - include when requested by sophisticated investors
3. Information Rights: Rights to receive company information and reports - include for significant investors
4. Board Representation: Rights to appoint board members - include for major investors or strategic placements
5. Exit Rights: Provisions regarding future exit opportunities - include for venture capital or private equity investors
1. Schedule 1 - Share/Unit Details: Detailed description of securities being offered, including class, rights, and restrictions
2. Schedule 2 - Subscription Form: Form for subscriber to complete, including declaration of investor status
3. Schedule 3 - Investor Qualification: Accredited investor declaration and evidence as required under SFA
4. Appendix A - Company Information: Key corporate and financial information about the issuer
5. Appendix B - Risk Factors: Detailed disclosure of investment risks specific to the offering
6. Appendix C - KYC Requirements: Documentation requirements for Know Your Client compliance
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