Share Subscription Agreement (SSA) — India

Companion to the SHA. Mechanics of how the Investor subscribes to newly-issued shares: subscription price, closing conditions, representations & warranties, indemnity, and the conditions precedent to closing. Designed to be executed concurrently with the SHA at Series A or later priced rounds.

Jurisdiction

India

Length

763 words

Licence

Free reuse, no attribution

Last reviewed

2026-08-19

SHARE SUBSCRIPTION AGREEMENT This Share Subscription Agreement (this "Agreement") is entered into on {{EXECUTION_DATE}} (the "Effective Date") by and among: (1) {{COMPANY_NAME}}, a company incorporated under the Companies Act 2013 having its registered office at {{COMPANY_ADDRESS}} (the "Company"); (2) The Founders listed in Schedule 1 (the "Founders"); (3) The Investors listed in Schedule 2 (the "Investors"); each a "Party" and collectively the "Parties". 1. SUBSCRIPTION 1.1 Subject to the terms and conditions of this Agreement, each Investor hereby agrees to subscribe to, and the Company hereby agrees to allot and issue to such Investor, the number of {{SECURITY_CLASS}} set against its name in Schedule 2 (the "Subscription Securities") at the subscription price of ₹{{SUBSCRIPTION_PRICE_PER_SHARE}} per share (the "Subscription Price"). 1.2 The aggregate consideration payable by each Investor (the "Subscription Amount") is as set out in Schedule 2. The Subscription Amount shall be paid in immediately available funds on or before the Closing Date. 2. CONDITIONS PRECEDENT 2.1 The obligations of the Investors to subscribe are conditional on satisfaction of the following on or before the Closing Date: (a) completion of legal, financial, tax and operational due diligence to the Investors' reasonable satisfaction; (b) execution of the Shareholders' Agreement by all Parties; (c) adoption of the amended and restated Articles of Association in the form attached at Schedule 3; (d) receipt of all corporate, statutory and third-party approvals, including (where applicable) RBI / FEMA approvals for foreign investment; (e) the Company's reps & warranties in Clause 4 being true and accurate in all material respects on the Closing Date; (f) no Material Adverse Change shall have occurred between the Effective Date and the Closing Date. 3. CLOSING 3.1 Closing shall take place on a date mutually agreed by the Parties, but not later than {{LONG_STOP_DATE}} (the "Long-Stop Date"), failing which any Party not in default may terminate this Agreement. 3.2 On the Closing Date, simultaneously: (a) each Investor shall remit its Subscription Amount to the Company's designated bank account; (b) the Company shall convene a board meeting and allot the Subscription Securities, and shall promptly file Form PAS-3 with the Registrar of Companies; (c) the Company shall deliver to each Investor (i) the share certificate in respect of its Subscription Securities, (ii) certified copies of the board / shareholders' resolutions, and (iii) the updated register of members reflecting the new shareholding. 4. REPRESENTATIONS AND WARRANTIES 4.1 The Company and each Founder severally represent and warrant to the Investors as set out in Schedule 4 (the "Warranties"). 4.2 The Warranties cover, without limitation: corporate authority and capacity; capitalisation; title to assets; intellectual property ownership; material contracts; litigation; tax compliance; employment compliance under applicable labour codes; data-protection compliance under DPDP Act 2023; absence of related-party transactions other than as disclosed in Schedule 5. 5. INDEMNIFICATION 5.1 The Company and each Founder shall, jointly and severally, indemnify and hold harmless each Investor against any Loss arising out of a breach of any Warranty or covenant under this Agreement. 5.2 The aggregate liability of the indemnifying parties under this Clause 5 shall not exceed the Subscription Amount paid by the relevant Investor, and shall survive for a period of {{WARRANTY_SURVIVAL_YEARS}} years from the Closing Date, except for fundamental warranties (corporate authority, title to shares, tax) which shall survive until expiry of the relevant statutory limitation period. 6. POST-CLOSING COVENANTS 6.1 The Founders shall execute the Founders' Agreement (including reverse- vesting and IP-assignment provisions) on or before the Closing Date. 6.2 The Company shall implement and maintain the ESOP Plan (with a pool size of {{ESOP_POOL_PERCENT}}% on a fully-diluted basis) within {{ESOP_GRACE_DAYS}} days of the Closing Date. 6.3 The Company shall use the Subscription Amount in accordance with the Use-of-Proceeds set out in Schedule 6. 7. TERMINATION This Agreement may be terminated: (a) by mutual written agreement of the Parties; (b) by any non-defaulting Party, if Closing does not occur by the Long-Stop Date; (c) by any Investor, if there is a material breach of any Warranty that is not cured within 15 Business Days of written notice. 8. GOVERNING LAW & DISPUTE RESOLUTION This Agreement shall be governed by Indian law. Disputes shall be referred to arbitration under the Arbitration and Conciliation Act 1996 by a sole arbitrator seated at {{SEAT_OF_ARBITRATION}}. SCHEDULES Schedule 1 — Founders Schedule 2 — Investors and Subscription Securities Schedule 3 — Amended & Restated Articles of Association Schedule 4 — Representations and Warranties Schedule 5 — Disclosures against Warranties Schedule 6 — Use of Proceeds IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. [Signature blocks]

Licence & disclaimer

Free to use, copy, modify and redistribute, including commercially, without attribution.

Provided as-is as a drafting starting point. This is not legal advice and does not create an attorney-client or advocate-client relationship. Indian law is fact- and state-specific — stamp duty, registration and several employment obligations vary by state. Have a qualified advocate or company secretary review any document before you sign it.

Share Subscription Agreement (SSA) — India

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