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This shares subscription agreement represents an opportunity for interested investors to participate in the offering of Participating Shares (Shares) of the Company. The agreement incorporates a term sheet outlining the terms of the offering and references the provisions of the Company's Memorandum and Articles of Association.
To subscribe, interested parties, whether individual or corporate, must provide their relevant information, including names, addresses, and contact details. Corporate subscribers need to submit their incorporation documents, list of authorised signatories, and confirmation of corporate authority.
The agreement also covers standing wire instructions for fund transfers, authorises the Administrator to disclose account information to the Investment Manager and legal counsel, and outlines the subscriber's representations and acknowledgments.
The subscriber acknowledges that the agreement is subject to acceptance by the Company, which holds the right to reject any subscription at its discretion. The subscription price for Shares is based on the closing of the Initial Offering Period and subsequently determined by the Net Asset Value per Participating Share. Minimum investment and holding amounts are specified.
The subscriber represents and warrants that the Shares will not be acquired or held for the account or benefit of any "Restricted Person." It is also confirmed that the acquisition of Shares is not connected to a public invitation.
Furthermore, the subscriber acknowledges their reliance on the Term Sheet provided by the Company and declares not to have relied on any other representations except those contained therein or in the published financial accounts of the Company.
The agreement emphasises that the Shares are not listed or approved by any securities regulatory authority. There are restrictions on transferability and redemption rights, with no guarantee of liquidity. The subscriber confirms that they understand and accept these conditions.
By signing the agreement, the subscriber represents their net worth exceeding a specified minimum, their understanding of the investment's suitability, and their ability to evaluate its risks. The subscriber agrees to indemnify the Company, the Administrator, the Investment Manager, and their affiliates against any liabilities arising from a breach of representations.
Compliance with identification requirements is also a part of the agreement, with the subscriber agreeing to provide accurate information and documents for verification purposes.
The agreement is governed by the laws of a specific jurisdiction clause and is binding upon the subscriber and their representatives. Different signature requirements apply based on the type of ownership.
By accepting this subscription agreement, the subscriber commits to its continuous representation and promptly notifying the Company of any breaches. The agreement is accepted by the Company as of the specified date.
How to Use the Document: A Step-by-Step Guide for Investors
1. Introduction and Overview: Start by introducing the purpose and content of the document, emphasising its significance for investors. Mention key elements such as parties involved, addresses, and the current date.
2. Subscription Agreement: Explain the importance of the subscription agreement, highlighting that it formalises the investor's commitment to invest in the company. Emphasise that this agreement is subject to the terms specified in the term sheet and the company's articles.
3. Subscription Information: Provide instructions for completing the subscription information section. Explain that investors should fill in their name, address, and email. Mention that corporate subscribers should submit additional documents, such as incorporation papers and signatory details.
4. Authorised Signatories: Explain the requirement for authorised signatories and provide guidance on filling out this section. Clarify that only the listed individuals have the authority to communicate with the company on behalf of the subscriber.
5. Standing Wire Instructions: Explain the purpose of standing wire instructions and provide guidance on how to complete this section. Inform investors that these instructions are necessary for future fund transfers related to redemptions, if applicable.
6. Disclosure Authorisation: Explain the significance of the disclosure authorisation section and instruct investors to authorise the administrator to provide necessary information to the investment manager and legal counsel. Highlight that this authorisation can be revoked in writing.
7. Subscriber Acknowledgements: Explain the subscriber acknowledgments section and highlight key points, such as the non-binding nature of the agreement until accepted by the company, subscription price details, and minimum investment requirements.
8. Subscriber Representations and Warranties: Explain the importance of the subscriber representations and warranties. Highlight key representations, such as not acquiring shares for restricted persons, compliance with legal requirements, possession of financial knowledge, and understanding of investment risks.
9. Subscriber Indemnification: Clarify the subscriber's indemnification obligation and emphasise that they will be held responsible for any breach of the representations made in the agreement.
10. Compliance with Identification Requirements: Inform subscribers about the identification requirements and their obligation to comply. Mention that failure to provide required information may result in the rejection of the application and subscription funds.
11. Governing Law and Jurisdiction: Explain the governing law and jurisdiction clause, emphasising the applicable jurisdiction for any legal disputes that may arise.
12. Signing the Agreement: Guide subscribers through the signing process, including the type of ownership, signing blocks for respective parties, and the requirement for a power of attorney if applicable.
13. Acceptance by the Company: Explain that the subscription agreement will be accepted by the company, and the date of acceptance should be noted.
Conclude the guide by reiterating the importance of carefully reviewing and completing the agreement and encourage subscribers to seek legal advice if necessary.