Equity Commitment Agreement Template for Singapore

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Key Requirements PROMPT example:

Equity Commitment Agreement

"I need an Equity Commitment Agreement governed by Singapore law for a Series B investment of SGD 25 million into a fintech startup, with specific provisions for board representation and anti-dilution protection, to be completed by March 2025."

Document background
An Equity Commitment Agreement is commonly used in Singapore's investment landscape when parties need to formalize an investor's binding commitment to provide equity funding before the actual share subscription takes place. This document is particularly crucial in complex transactions where the investment may be subject to various conditions or regulatory approvals. The agreement typically includes detailed provisions about the investment amount, timing, conditions precedent, and consequences of default, all structured within Singapore's legal framework. It provides security to the target company regarding the availability of funds while giving the investor certain protections and rights regarding their future investment.
Suggested Sections

1. Parties: Identification of the investor and the company/entity receiving investment

2. Background: Context of the investment and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Equity Commitment: Details of the investment amount, timing, and conditions

5. Conditions Precedent: Prerequisites for the investment to proceed

6. Representations and Warranties: Statements of fact and assurances from both parties

7. Closing Mechanics: Process and requirements for completing the investment

8. Covenants: Ongoing obligations of the parties

9. Termination: Circumstances under which the agreement may be terminated

10. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes

Optional Sections

1. Anti-dilution Provisions: Protection against future dilution of investment value, used when investor requires protection against future fundraising rounds

2. Tag-Along Rights: Right to join in sale of shares by other shareholders, typically included for minority investor protection

3. Board Representation: Rights to appoint directors, included for significant investments requiring governance rights

4. Information Rights: Rights to receive periodic financial and operational information, typically included for major investors

5. Pre-emptive Rights: Rights to participate in future funding rounds, included when investors want to maintain their ownership percentage

Suggested Schedules

1. Schedule 1 - Capitalization Table: Current and post-investment ownership structure

2. Schedule 2 - Form of Subscription Agreement: Template agreement for actual share subscription

3. Schedule 3 - Corporate Approvals: Required board and shareholder resolutions

4. Schedule 4 - Disclosure Schedule: Exceptions to representations and warranties

5. Schedule 5 - Conditions Precedent: Detailed list of conditions to be satisfied before closing

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

Relevant legal definitions
Clauses
Industries

Companies Act (Cap. 50): Primary legislation governing corporate entities in Singapore, covering share issuance, capital maintenance rules, directors' duties, and shareholders' rights

Securities and Futures Act (Cap. 289): Key legislation regulating securities markets, investments, and financial instruments in Singapore

Singapore Contract Law: Common law principles governing formation and enforcement of contracts in Singapore

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore affecting financial transactions and investments

SGX Listing Rules: Regulations governing listed companies on the Singapore Exchange, relevant if any party is publicly listed

Securities and Futures Regulations: Detailed regulations regarding offers of investments and securities transactions

Foreign Investment Restrictions: Regulations controlling foreign ownership and investment in Singapore companies

Anti-Money Laundering Regulations: Compliance requirements for preventing money laundering in financial transactions

Competition Law: Regulations ensuring fair competition and preventing anti-competitive practices

Income Tax Act: Tax legislation affecting equity investments and corporate transactions

Stamp Duties Act: Regulations governing stamp duties applicable to share transfers and equity documents

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

Corporate Governance Code: Guidelines for corporate governance practices and compliance requirements

Disclosure Obligations: Requirements for transparent disclosure of material information in corporate transactions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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