This document is a straightforward agreement for the sale and purchase of shares in a company. It outlines the transfer of a specified number of shares from a seller to a buyer for an agreed price, subject to existing conditions. It's designed for a simple, direct transfer of ownership.

This document is a template for Directors' Resolutions to formally approve the transfer of shares within a company. It outlines the resolution for the sale and purchase of existing ordinary shares between a transferor and a transferee. It also authorizes the company secretary to lodge the transfer with the relevant regulatory authority.

This Convertible Loan Agreement outlines the terms for investors to provide a loan to a company, which can later be converted into equity or repaid under specific conditions. It details the mechanics of the loan, interest, conversion options, and repayment schedules. The agreement also includes extensive warranties, events of default, and obligations for the company, providing a comprehensive framework for early-stage investment.

This is a Shareholders' Agreement template that outlines the rights and obligations of the company's founders and investors. It covers key aspects such as company management, share transfers, confidentiality, and the process for a potential public listing. The agreement aims to regulate the relationship among all shareholders and the company.

This document is a Purchase Agreement for a Convertible Note, detailing the terms under which an investor provides an investment amount to a company. The investment is made through convertible promissory notes that accrue interest and can automatically or optionally convert into equity securities under specific conditions, such as a Qualified Financing or at maturity. It also covers provisions for a sale of the company and investor rights.

This Shareholders' Agreement outlines the rights and obligations of shareholders in a company, covering aspects of ownership and governance. It details capital structure, pre-emption rights, board composition, and decision-making processes. The agreement also includes provisions for share transfers such as rights of first refusal, tag-along, and drag-along rights, alongside restrictive covenants, intellectual property, and dispute resolution mechanisms.

This Advance Subscription Agreement (ASA) is designed for companies seeking investment before a fixed valuation. It allows an investor to provide funds in exchange for equity (shares) that will be issued at a future date, typically during the company's next priced funding round. The ASA is not a loan, does not accrue interest, and is never repayable, instead converting into shares under specific conditions like a financing round, company sale, or a longstop date. It includes provisions for major investor rights and reverse vesting, with specific considerations for SEIS/EIS relief compliance, which may require careful drafting adjustments for different investor types. The document also outlines the process for share issuance and defines key terms related to company valuation and financing events. This template is suitable for early-stage companies raising capital and investors looking to secure future equity at an unfixed valuation, with a focus on UK legal standards and tax relief schemes. It is important to note that the document does not constitute legal or tax advice, and parties should consult professionals for SEIS/EIS compliance. The agreement is governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales. It also details the roles of the Subscriber, Company, and Founders, and includes provisions for information and participation rights for major investors, as well as reverse vesting schedules for founders. The document also includes warranties from the Company and Founders regarding the company's legal standing and intellectual property. The ASA is designed to be flexible, allowing for multiple investors through separate agreements while maintaining identical financial terms. It also addresses the status of funds, assignment clauses, and termination conditions. The template provides options for different longstop dates, ranging from 6 to 24 months, with a note on HMRC guidance for SEIS/EIS relief eligibility. It also includes an appendix for information rights, detailing monthly and quarterly reporting requirements for investors. The document is structured with clear definitions and clauses covering the advance subscription, issue and allotment of shares, and general legal provisions. This template is a comprehensive tool for managing early-stage equity investments, particularly those aiming for SEIS/EIS relief in the UK. The document is designed to facilitate investment in a company that is not yet ready to set a valuation, allowing investors to subscribe for shares that will be issued at a future date based on a subsequent financing round or other defined events. It clarifies that the advance subscription is not a loan and will convert into equity, providing a framework for early-stage funding without immediate valuation. The template also includes optional clauses for major investor rights, such as information and participation rights, and reverse vesting for founders, which can be tailored based on the specific investor and SEIS/EIS considerations. The agreement is legally binding and sets out the terms for the conversion of the advance subscription into shares, ensuring clarity for both the company and the investor. It also addresses the legal framework, including governing law and jurisdiction, and outlines the responsibilities and warranties of the parties involved. This document is a critical tool for managing early-stage equity investments, particularly those aiming for SEIS/EIS relief in the UK. It provides a structured approach to securing investment when a company's valuation is not yet established, ensuring that both the company and the investor have a clear understanding of the terms under which the advance subscription will convert into shares. The template also offers flexibility with optional clauses for investor rights and founder vesting, allowing for customization to suit specific deal requirements while highlighting important considerations for tax relief compliance. The legal framework, including governing law and jurisdiction, is clearly defined, making it a robust agreement for early-stage funding rounds. This Advance Subscription Agreement (ASA) is a template for companies to secure investment before a valuation is set. Investors provide funds in exchange for future equity (shares), typically issued at the next priced funding round, a company sale, or a longstop date. It is not a loan and includes provisions for major investor rights and founder reverse vesting, with specific considerations for SEIS/EIS tax relief. The agreement is governed by English law and subject to the exclusive jurisdiction of England and Wales courts.

This agreement outlines the terms for an "AIR Investor" to subscribe to a BSA AIR (warrant) issued by a Company. The BSA AIR grants the investor the right to acquire a variable number of new shares in the Company upon specific "Triggering Events," such as a new financing round, IPO, or change of control, with defined valuation parameters like a Cap and Floor. It provides a flexible investment mechanism for early-stage companies under French law.

This document is a Summary of Terms for the sale of Series Seed Shares, outlining the key commercial and legal provisions for an early-stage equity funding round. It is designed for use with institutional or venture capital investors, covering aspects like investment structure, share types, investor rights, and founder obligations. The summary helps parties understand the proposed terms before drafting definitive investment documents, with certain clauses being legally binding immediately upon acknowledgment and agreement by the parties involved in the transaction, such as expenses, exclusivity, and confidentiality provisions, which are governed by the laws of England and Wales. The document also includes details on liquidation preference, anti-dilution, vesting, and board composition, which are crucial for defining the relationship between the company, its founders, and investors during a funding round. It also outlines the conditions to close, estimated closing date, and the type of security being offered, which are newly issued series seed convertible preferred shares. The document also details the capitalisation of the company following the completion of the financing, which is set out in Appendix A. It also includes provisions for pre-emption rights on new share issues, right of first refusal on share transfers, co-sale rights, tag-along, and drag-along, which are important for protecting the interests of the investors and ensuring an orderly exit strategy. The document also specifies restrictive covenants and founders undertakings, which are designed to protect the company's intellectual property and ensure the founders' commitment to the company. The document also outlines the board of directors' composition and the information and management rights of the investors, which are important for corporate governance and investor oversight. The document also specifies that definitive investment documents shall be drafted by counsel to the Lead Investor based on the British Venture Capital Association (BVCA) form documents, ensuring that the legal documentation is robust and in line with industry standards. The document also includes options for expenses, exclusivity, and confidentiality, which are crucial for managing the transaction process and protecting sensitive information. The document also clarifies that it is not intended to be legally binding, with the exception of certain paragraphs, which are binding upon the parties and shall be governed and construed in accordance with the laws of England and Wales. This ensures that the parties are clear about their obligations and the legal framework governing the transaction. Overall, this document provides a comprehensive overview of the terms for a Series Seed Share funding round, making it a valuable tool for both companies seeking investment and investors looking to fund early-stage ventures. It also includes a capitalisation table in Appendix A, which provides a clear overview of the company's ownership structure after the financing. The document also includes a signature page for the company, lead investor, and other investors, ensuring that all parties acknowledge and agree to the terms outlined in the document. The document also includes various data fields and options, allowing for customization and flexibility to suit the specific needs of the transaction. This makes the document adaptable to different scenarios and ensures that it can be tailored to the unique requirements of each funding round. The document also includes helper text and explanations for various provisions, which are useful for understanding the implications of each term and making informed decisions. This enhances the clarity and usability of the document, making it accessible to a wider audience. The document also references BVCA model documents, which are widely recognized and respected in the venture capital industry, further enhancing the credibility and reliability of the terms outlined in the document. This ensures that the document is aligned with best practices and industry standards, providing a solid foundation for the investment. The document also includes provisions for anti-dilution protection, which is important for protecting investors from the dilution of their ownership in the event of a down round. This ensures that investors' interests are safeguarded and that they receive fair treatment in subsequent funding rounds. The document also outlines the conversion rights of the Seed Shares, which are important for defining the terms under which the shares can be converted into ordinary shares. This provides flexibility for investors and allows them to convert their shares at an initial conversion rate of 1, subject to proportional adjustment for share splits, dividends, or recapitalisations. The document also specifies the conditions under which the Seed Shares shall automatically convert into Ordinary Shares, such as upon a Seed Majority consenting to such conversion or upon the closing of a firmly underwritten public offering of shares in the capital of the Company, which results in gross proceeds to the Company of at least a specified amount. This ensures that the conversion process is clear and transparent, providing certainty for both the company and the investors. The document also includes options for important decisions, which require the consent of the holders of a majority of the Seed Shares or the director appointed by the Seed Majority. This ensures that investors have a say in key strategic decisions and that their interests are protected. The document also includes various options for the board of directors' composition, allowing for flexibility in structuring the board to suit the specific needs of the company and its investors. This ensures that the board is well-represented and that all stakeholders have a voice in the company's governance. The document also includes options for information and management rights, which are important for ensuring that investors have access to relevant information and that their management rights are protected. This promotes transparency and accountability, fostering a healthy relationship between the company and its investors. The document also includes options for expenses, allowing for flexibility in determining who pays for the legal and other fees and expenses in the transaction. This ensures that the parties can negotiate and agree on a fair allocation of costs. The document also includes an exclusivity provision, which is important for protecting the lead investor from being

The document titled “Model PIPE Form of Pre-Funded Warrant (US Issuer)” from National Venture Capital Association provides a template legal agreement for a pre-funded warrant issued in connection with a PIPE (Private Investment in Public Equity) financing by a U.S. issuer. It outlines terms such as the exercise price, warrant shares, vesting or exercise mechanics, registration rights, adjustments for stock splits or recapitalizations, and standard representations, warranties and covenants.