Fingal's Bakery Investment v4

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To: {fullName},

{address}

Subscription Letter

This Subscription letter dated {date} is made by and between:

{fullName}, {address} (the “Subscriber”); and
Fingal’s Fine Foods Limited a private limited company registered in England and Wales under number 10125337 and whose registered office address is 1-20 Woodland Crescent, London SE10 9UP, England (the “Company”);

each a “Party” and together the “Parties”.

INTRODUCTION

The Subscriber, having conducted due diligence on the Company, wishes to subscribe for an aggregate of {noofshares} Ordinary Shares of £0.02 nominal value each in the Capital of the Company (the “New Shares”) at a price per share and an aggregate investment amount as set out in clause 2.1, and the Company wishes to accept such subscription.

The Parties agree as follows:

AGREED TERMS

INTERPRETATION

1.1 The Introduction will be deemed to be an integral and inseparable part of this Subscription Letter.

1.2 The section headings are for guidance purpose only and will not be used to aid in the interpretation of the provisions hereunder.

1.3 Reference to a party or parties is to a party or parties of this agreement.

1.4 References to persons will include bodies corporate, unincorporated associations and partnerships, in each case whether or not having a separate legal personality.

1.5 Except where the context specifically requires otherwise, words importing one gender will be treated as importing any gender, words importing individuals will be treated as importing corporations and vice versa, words importing the singular will be treated as importing the plural and vice versa, and words importing the whole will be treated as including a reference to any part thereof.

1.6 References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the letter “other” (or any similar term) will not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things.

SUBSCRIPTION

2.1 The Subscriber applies for the allotment and issue to them of the following New Shares as set out in the table below and the Company accepts such application:

Subscriber	Share Class	Aggregate Investment	Price per Share	Number of New Shares
{fullName}	Ordinary	£{FinalCost}	£1.25	{noofshares}

2.2 The Company agrees that the issue and allotment of the New Shares set out in clause 2.1 above and entry into the register of members will be completed on the date of this Subscription Letter (the “Completion Date”) when the following will take place:

(a) The execution of this Subscription Letter;

(b) Adoption by the Company’s Board of Directors of a resolution approving the subscription;

COMPLETION

On the Completion Date the Subscriber will pay by electronic funds transfer to the bank account below the sum of £{FinalCost}, being the original issue price for the New Shares subscribed for by the Subscriber.

Account Name	Fingal’s Fine Foods Limited
Sort Code	30 98 97
Account Number	56056860
Bank	Lloyds
Reference	{bankreference}
Amount	£{FinalCost}

Payment made in accordance with this clause 3 will constitute a good discharge by the subscriber of their obligations under this clause 3.

SUBSCRIPTION AGREEMENT

4.1 The subscriber confirms that they have read and understood the terms of this Subscription Letter.

4.2 The Subscriber agrees to be bound by the Company’s articles of association in all respects and will assume the status of a shareholder in the Company and the Subscriber will perform all the obligations expressed to be imposed on such a party to the Company’s articles of association, to be performed on or after the date hereof.

4.3 The Company hereby agrees that following the allotment and issue of the new Shares to the Subscriber as set out in clause 2.1 above, the Company will grant the rights and benefits of a shareholder under the Company’s articles of association to the Subscriber for so long as the Subscriber owns the New Shares.
GENERAL

5.1 This Subscription Letter will be effective as of the date first written above.

5.2 This Subscription Letter will be governed by and construed in accordance with the laws of England and Wales.

5.3 This Subscription Letter may be executed in any number of counterparts, each of which when delivered to the Company will be deemed to be an original and which together have the same effect as if each party had signed the same documents.

5.4 The exchange of a fully executed version of this Subscription Letter (in counterparts or otherwise) by electronic transmission in HTML or PDF format or by facsimile will be sufficient to bind the Parties to the terms and conditions of this Subscription Letter and no exchange of original signatures will be necessary.

This Subscription Letter will take effect on {date}.

Signed on behalf of the Company:

By: Frans Timmermans
Director For and on behalf of Fingal’s Fine Foods Limited.

Signed by the Subscriber:

Should be Empty:

INTRODUCTION

AGREED TERMS

INTERPRETATION

SUBSCRIPTION

COMPLETION

SUBSCRIPTION AGREEMENT

GENERAL