This Agreement is made on [insert date] Parties 1 [Insert name of investee company] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address], brief particulars of which are set out in Schedule 1 (Company) 2 The several persons whose names and addresses are set out in Part A of Schedule 2 (together, Founders) 3 [The several persons whose names and addresses are set out in Part B of Schedule 2 (together, Other Shareholders) and] 4 [Insert name of investor][ incorporated in England and Wales under number [insert company number] whose registered office is at OR of] [insert address] (Investor) [(each of the Company, the Founders, the Other Shareholders and the Investor being a Party and together the Company, the Founders, the Other Shareholder and the Investor are the Parties).] BACKGROUND The Investor has agreed to invest in the Company subject to and in accordance with the terms and conditions of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless the context otherwise requires the following expressions shall have the following meanings: Accounts • means the [audited] accounts of the Company

This Agreement is made on [insert date] Parties 1 [Insert name of company in which the shares are held], incorporated in England and Wales under number [insert company number] whose registered office is at [insert address], brief particulars of which are set out in Schedule 1, Part A (Company), 2 The several persons whose names and addresses are set out in Schedule 2 (together, Founders), and 3 The several persons whose names and addresses are set out in Schedule 3 and any other such persons as defined in clause 1.4 (Investors and each an Investor) [(each of the Company, the Founders and the Investors being a Party and together the Company, the Founders and the Investors are the Parties).] Background (A) The Company is a private company limited by shares[ and is the holding company of the Subsidiaries]. Further information relating to the Company [and each of the Subsidiaries ]is set out in Schedule 1. (B) The Founders are the registered holders and beneficial owners of the number of shares in the Company set out opposite their respective names in Schedule 2. (C) The Investors have agreed to invest in the Company subject to and in accordance with the

A particular form of shareholders’ agreement recording the terms and conditions of the subscription for shares (and, possibly, loan notes) in a private limited company by a private equity (or a venture capital) fund investor. May commonly arise in the context of such an investment into an existing company, where the existing shareholders (generally founders of the business) retain their shares.

This Agreement is made on [insert date] Parties 1 [Insert name of company in which the shares are held], incorporated in England and Wales under number [insert company number] whose registered office is at [insert address], brief particulars of which are set out in Schedule 1, Part A (Company), 2 The several persons whose names and addresses are set out in Schedule 2 (together, Founders), and 3 [Insert name of fund] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] and any other such person as defined in clause 1.4 (Investor) [(each of the Company, the Founders and the Investor being a Party and together the Company, the Founders and the Investor are the Parties).] Background (A) The Company is a private company limited by shares[ and is the holding company of the Subsidiaries]. Further information relating to the Company [and each of the Subsidiaries ]is set out in Schedule 1. (B) The Founders are the registered holders and beneficial owners of the number of shares in the Company set out opposite their respective names in Schedule 2. (C) The Investor has agreed to

Parties Who are the parties? More specifically, identify: • the investor/s • the founders, and • the investee company Conditions Are there any conditions to completion of the investment? What are the obligations of the parties to satisfy any such conditions? By what date? Share subscription What is the capital structure for the investee company? What class and number of shares will each shareholder (ie the investor, the founders and any other shareholders) subscribe for? Warranties Who is to give the warranties? Is it just the founders, or the company and the founders? Will the warranties be given jointly, jointly and severally, or severally? How extensive will the warranties be? Are there any key areas for coverage? What limitations will apply to warranty claims? These include: • time within which claims may be made • caps on the warrantors’ respective liability and on aggregate liability, and • de minimis for individual claims and an aggregate threshold Board of directors How many directors will be on the board? Which of the

The Directors [insert company name] [insert company address] [insert date] Dear Directors, [insert company name] Limited (the Company) [I, OR We,][insert name and address of individual applicant[s]], [apply for OR write on behalf of [insert name and address of corporate applicant[s]] (the Applicant[s])

This Practice Note sets out the key issues to consider when setting up a subscription model for the sale and supply of goods, services or digital content to consumers. Subscription types There are broadly three types of subscription: • curation—the customer receives a curated selection of different items. For example monthly subscription boxes for clothing, pet products, cosmetics, personal hygiene products, or recipe boxes or food services • replenishment—the customer receives regular deliveries of the same or similar items. For example, monthly subscriptions for toilet paper, razors, vitamins or other commodities • access—the customer gets access to content or to premium services. For example content streaming services, gaming services, premium subscriptions, and cloud storage subscription services Regulatory landscape When setting up subscription models, there is a variety of regulation to be aware of, in particular consumer protection legislation, data protection legislation, the rules on direct marketing and the self-regulatory advertising codes. Consumer protection legislation When entering into subscription contracts with consumers, various consumer protection legislation needs to be considered, in particular the following: • Consumer Contracts (Information, Cancellation and

Subscription-based video-on-demand (VOD) is an online VOD service (a VOD service is where the user chooses to watch content at a time of their choice as opposed to at a scheduled broadcast time) based on (usually) a monthly payment for (usually) unlimited content, eg Netflix. There are usually no tie-ins with this service and consumer may cancel at any time.

Introduction to subsidence Subsidence occurs when the ground underneath a structure is unable to support it effectively. Subsidence often occurs when the ground loses moisture and shrinks which can be caused by prolonged dry spells. Ground movement can also occur through ‘settlement’ (a natural process of a property pressing down on the ground below), ‘heave’ (where the ground beneath a building rises up, often caused by flooding, water leakage or trees near a property) and ‘landslip’ (land moving sideways as a result of erosion, common in coastal properties). Many factors can trigger subsidence and land movement issues. These include: • man-made disturbance (eg mines, mine shafts, old wells, soakaways, former ice-houses, former storage or refuse pits) • change in drainage patterns • heavy rain • groundwater abstraction • the effects of climate change (eg rain, drought, unpredictable weather patterns), an increasingly significant factor • trees It is argued that hydraulic fracturing (‘fracking’) causes land movement. A government ban on fracking was introduced in 2019, but it was removed in September 2022 due to

Subsidiarity is an EU law principle that prevents the Union from using its non-exclusive powers when the objectives of the proposed action can be effectively achieved by the Member States.

There are two suggested definitions for the term 'subsidiary', as commonly used in agreements. CA 2006, s 1159 provides that a company is a holding company of another company (its subsidiary) if it satisfies one of three tests, two of which require it to be a member of the other company (as well as to possess certain rights, which go to its voting powers). Membership of a company is a question of fact and the court has found that if a company (company A) has transferred shares in another company (company B) to a lender in connection with the taking of security and the name of that lender or the lender’s nominee has been entered in the register of members, then company A is not a member of company B in respect of those shares: see Enviroco Ltd v Farstad Supply A/S.

If a company prepares annual accounts for a financial year, they must be audited unless the company is exempt from audit. This Practice Note outlines the circumstances in which subsidiaries of UK parent undertakings will be exempt from audit under the Companies Act 2006 (CA 2006). Qualifying subsidiary exemption from the requirement to audit accounts If a subsidiary company satisfies certain conditions, it may benefit from an exemption from the requirement to audit individual accounts for a financial year. The relevant conditions are that: • it is a subsidiary undertaking • its parent undertaking is established under the law of any part of the UK • all its members agree to the exemption in respect of the financial year in question • its parent undertaking gives a guarantee in respect of that financial year under CA 2006, s 479C (ie a statement guaranteeing all of the subsidiary company's outstanding liabilities at the end of the financial year, until they are satisfied in full, which is enforceable against the parent undertaking by any person to whom the subsidiary company is