SHARE SUBSCRIPTION AGREEMENT
BETWEEN
__________ (CIN __________) of __________, acting through __________ (the "Company");
AND
__________ of __________, PAN __________ (the "Investor").
- 1. SUBSCRIPTION
- 2. CONDITIONS
- 3. THE COMPANY'S PROMISES
3.1 The Company states, as at the date of this Agreement and on allotment, that: it is validly formed and has power to issue the Shares; the issue has been approved as its Articles and the law require; the Shares, when allotted, will be fully paid and free from any charge or claim; its accounts and the information it gave the Investor are true and not misleading in any important way; it has no undisclosed debts, claims, disputes or tax defaults of significance; it holds the licences its business needs; and it owns or may lawfully use the brands, software and other rights it relies on.
3.2 If any statement in clause 3.1 is untrue, the Company shall make good the Investor's loss caused by it, up to the amount the Investor has invested, except for fraud, for which there is no limit. The Investor must give written notice of a claim within two years of the allotment.
- 4. THE INVESTOR'S RIGHTS
4.2 Information: the Company shall give the Investor its annual accounts within a reasonable time after the year-end, and, on reasonable request, the information the Investor needs to know how the Company is doing.
4.3 The Investor's other rights as a shareholder (transfer of shares, pre-emption, tag and drag, exit, anti-dilution and the like) are not set here and are left to the Articles and to any shareholders' agreement the Parties sign.
- 5. DISPUTES AND GOVERNING LAW
5.3 This Agreement is governed by the laws of India.
- 6. GENERAL
6.1 This Agreement is the entire agreement between the parties about its subject matter and replaces all earlier discussion, whether oral or written.
6.2 No change to this Agreement is effective unless it is in writing and signed by all the parties.
6.3 If any provision is held invalid or unenforceable, the rest of this Agreement continues in effect.
6.4 A notice under this Agreement must be in writing and sent to the other party at its address stated above, or to a new address it has given in writing. It is treated as received on delivery, or on the third day after posting by registered post.
SIGNED for the COMPANY
__________
Signature: ______________________________
SIGNED by the INVESTOR
__________
Signature: ______________________________
WITNESSES