文档介绍：THIS AGREEMENT is made among
(1) THE PERSONS whose names and addresses are set out in Schedule Part 1
(the "Founders" and individually a "Founder");
(2) THE PERSONS whose names and addresses are set out in Schedule Part 2
(the "Investors" and individually an "Investor"); and
(3) [ ] Limited pany registered in [ ]with registered number [
] and having its registered office at [ ] (the "Company")
WHEREAS
(A) pany has invited the Investors to make an investment into the
Company (the "Investment") on the terms and conditions set out in this
Agreement; and
(B) The Investors are willing to make the Investment on the terms and conditions
set out in this Agreement.
NOW THEREFORE IT IS AGREED as follows:-
1 DEFINITIONS AND INTERPRETATION
Definitions
In this Agreement the following words and expressions shall, unless the
context otherwise requires, have the following meanings:-
"Accounts" means the annual accounts of pany for the period ended
on [ ] , including the notes to those accounts and the associated
directors' report;
"Act" means panies Act 1985 (as amended);
"Articles" means the new articles of association of pany adopted on
the date pletion, in the agreed form, and as amended or replaced from
time to time;
"the Board" the board of directors of pany from time to time;
"the Board Minutes" means the minutes of a meeting of the board of directors
of pany in the form set out in of the Schedule Part 8;
“Business Plan” means the business plan of pany as contained in the
Disclosure Letter”;
2
"Commercial Know-How" means all information not at present in the public
domain (including information contained in or arising from research, designs,
flow charts, expressions, methodology, logic flows, specifications, drawings,
component lists, manuals, all supporting documentation, lists and instructions
in whatever form held) relating puter hardware an