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Memorandum Of Agreement For Investment
"I need a Memorandum Of Agreement For Investment for a Series A investment round of SGD 5 million into my Singapore-based fintech startup, with completion scheduled for March 2025, including standard anti-dilution and board representation rights."
1. Parties: Identification and details of all parties involved in the investment agreement
2. Background: Context and purpose of the investment agreement
3. Definitions: Key terms and their meanings used throughout the agreement
4. Investment Terms: Specific details of the investment including amount, structure, and timing
5. Representations and Warranties: Statements of fact and assurances from both parties
6. Rights and Obligations: Detailed responsibilities and rights of each party
7. Term and Termination: Duration of agreement and conditions for termination
8. Governing Law: Specification of Singapore law as governing law
1. Tag-Along Rights: Rights of minority investors to join in sale of shares - use when protecting minority investor interests
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale - use when majority shareholders need exit flexibility
3. Anti-Dilution Provisions: Protection against dilution of investment value - use when there's risk of future down-rounds
4. Board Representation: Rights to appoint board members - use for significant investments requiring governance rights
1. Schedule 1: Investment Details: Detailed breakdown of investment structure and amounts
2. Schedule 2: Capitalization Table: Current and post-investment ownership structure
3. Schedule 3: Conditions Precedent: List of conditions to be met before investment completion
4. Appendix A: Due Diligence Requirements: List of required due diligence documents and information
5. Appendix B: Shareholders' Rights: Detailed description of shareholders' rights and obligations
Authors
Affiliate
Anti-Dilution Rights
Board
Business Day
Closing
Closing Date
Completion
Conditions Precedent
Confidential Information
Consideration
Drag-Along Rights
Effective Date
Encumbrance
Exercise Period
Fair Market Value
Financial Year
Fully Diluted Basis
Investment Amount
Investment Securities
Investor Director
Material Adverse Change
Ordinary Shares
Parties
Pre-Money Valuation
Post-Money Valuation
Preference Shares
Prohibited Person
Related Corporation
Reserved Matters
Securities
Share Capital
Shareholders Agreement
Subscription Price
Tag-Along Rights
Transaction Documents
Transfer
Valuation
Warranties
Share Subscription
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Investor Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Board Composition
Reserved Matters
Information Rights
Confidentiality
Non-Competition
Share Transfer Restrictions
Exit Rights
Default
Indemnification
Force Majeure
Assignment
Amendments
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Costs and Expenses
Further Assurance
Counterparts
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