Co Investment Agreement Template for Singapore

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Key Requirements PROMPT example:

Co Investment Agreement

"Need a Co-Investment Agreement for a Series B funding round where our VC firm will be the lead investor contributing 60% of a $10M investment, with three other VCs as co-investors, targeting a Singapore-based AI software company, to be completed by March 2025."

Document background

The Co-Investment Agreement is essential when multiple investors seek to collaborate on an investment opportunity in Singapore. This document structure is particularly relevant in the context of Singapore's sophisticated financial market and robust legal framework. It details the rights and obligations of all investing parties, including investment amounts, governance rights, profit-sharing mechanisms, and exit strategies. The agreement ensures compliance with Singapore's regulatory requirements while protecting the interests of all parties involved in the investment.

Suggested Sections

1. Parties: Identification and details of all parties to the agreement including co-investors, target company/fund and any other relevant entities

2. Background: Context of the co-investment arrangement, investment objectives, and relationship between the parties

3. Definitions: Definitions of key terms used throughout the agreement including investment-specific terminology

4. Investment Structure: Details of investment amounts, shareholding percentages, and capital structure arrangements

5. Investment Process: Procedures for making investments, capital calls, drawdown mechanics and timing

6. Governance Rights: Decision-making processes, voting rights, board representation and management participation

7. Representations and Warranties: Standard and specific representations and warranties from all parties

8. Exit Provisions: Terms for divestment, exit strategies, and liquidation preferences

9. Term and Termination: Duration of the agreement and circumstances for early termination

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Tag-Along Rights: Rights of minority investors to join in sale of majority stake, typically included when protecting minority investors

2. Drag-Along Rights: Rights of majority investors to force minority holders to join in sale, included when majority control is important

3. Anti-Dilution Provisions: Protection against value dilution in future funding rounds, included when future capital raises are anticipated

4. Right of First Refusal: Rights of existing investors to purchase shares before they can be sold to third parties

5. Co-Sale Rights: Rights of investors to participate in sales of other investors' interests

Suggested Schedules

1. Investment Schedule: Detailed breakdown of investment amounts, timing, and capital commitment structure

2. Shareholder Information: Details of existing shareholders, shareholding structure, and capitalization table

3. Investment Policy: Guidelines and criteria for making investments, including any investment restrictions

4. Valuation Methodology: Agreed methods for valuing investments and determining fair market value

5. Form of Deed of Adherence: Template for new parties joining the agreement in the future

6. Corporate Information: Key corporate details of the investment vehicle and target companies

7. Management Rights Letter: Template letter outlining management and information rights of investors

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology and Software
Real Estate
Private Equity
Venture Capital
Infrastructure

Relevant Teams

Legal
Finance
Investment
Risk Management
Compliance

Relevant Roles

Investment Director
Chief Investment Officer
Legal Counsel
Chief Financial Officer
Fund Manager

Industries

Companies Act (Cap. 50): Primary legislation governing company formation, operation, and regulation in Singapore, including corporate structures and shareholder rights

Securities and Futures Act (Cap. 289): Regulates securities, futures, and investment activities in Singapore, including licensing requirements and investor protection measures

Contract Law (Amendment) Act 2019: Updates to Singapore's contract law framework, governing formation and enforcement of contracts

Electronic Transactions Act (Cap. 88): Provides legal framework for electronic transactions and digital signatures in Singapore

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore covering various aspects of investment and financial activities

Securities and Futures (Licensing and Conduct of Business) Regulations: Detailed regulations governing licensing requirements and business conduct in securities and investment activities

Code on Collective Investment Schemes: Regulatory framework for collective investment schemes, including requirements for fund structures and management

AML/CFT Regulations: Anti-Money Laundering and Countering the Financing of Terrorism regulations for preventing financial crimes

MAS Notice 626: Specific requirements for prevention of money laundering and terrorism financing in financial institutions

Income Tax Act (Cap. 134): Tax legislation governing income taxation, including investment returns and corporate profits

Stamp Duties Act (Cap. 312): Legislation governing stamp duties applicable to investment documents and transactions

Singapore Code of Corporate Governance: Guidelines and principles for corporate governance practices in Singapore companies

Personal Data Protection Act 2012: Legislation governing the collection, use, and disclosure of personal data in Singapore

Competition Law: Regulations governing market competition and anti-competitive practices that may affect investment arrangements

Foreign Investment Regulations: Rules and restrictions applicable to foreign investments in Singapore, including ownership limits and approval requirements

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Authors

Alex Denne

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