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Preferred Equity Agreement
"Need a Preferred Equity Agreement for a Series B investment round of SGD 15 million, where investors will receive 8% cumulative dividends and a 1.5x liquidation preference, with completion targeted for March 2025."
1. Parties: Identification of the company and preferred equity investors
2. Background: Context of the preferred equity investment and purpose
3. Definitions: Key terms used throughout the agreement
4. Preferred Equity Terms: Core rights, preferences, and privileges of preferred shares
5. Dividend Rights: Terms of dividend payments and priority
6. Liquidation Preferences: Rights upon liquidation or exit events
7. Voting Rights: Scope and limitations of voting powers
8. Transfer Restrictions: Limitations on transfer of preferred shares
1. Anti-dilution Protection: Protection against dilution from new share issuances - include when investors require protection against future down rounds
2. Conversion Rights: Terms for converting preferred to ordinary shares - include when preferred shares are convertible
3. Board Representation: Rights to appoint board members - include when investors require board seats
4. Information Rights: Rights to receive company information - include for significant investors requiring detailed reporting
1. Share Certificate Form: Template for preferred share certificates
2. Calculation Methods: Detailed methods for calculating dividends and conversion ratios
3. Investor Rights: Detailed description of specific investor protections and rights
4. Corporate Information: Company details, shareholding structure, and capitalization table
Authors
Articles of Association
Board
Business Day
Completion
Completion Date
Conversion Rights
Dividend
Dividend Rate
Encumbrance
Exit Event
Fair Market Value
Financial Year
Fully Diluted Share Capital
Initial Public Offering
IPO
Investment Amount
Issue Price
Liquidation Event
Liquidation Preference
Material Adverse Effect
Ordinary Shares
Permitted Transferee
Preferred Dividend
Preferred Shares
Pro Rata Share
Qualified IPO
Redemption Date
Redemption Price
Related Party
Shareholders Agreement
Subscription Amount
Tag-Along Rights
Transfer
Valuation
Voting Rights
Dividend Rights
Liquidation Preference
Conversion Rights
Anti-dilution Protection
Voting Rights
Board Representation
Information Rights
Pre-emptive Rights
Transfer Restrictions
Tag-along Rights
Drag-along Rights
Redemption Rights
Registration Rights
Representations and Warranties
Covenants
Events of Default
Confidentiality
Corporate Governance
Amendment and Waiver
Termination
Notices
Assignment
Governing Law
Dispute Resolution
Entire Agreement
Severability
Further Assurance
Costs and Expenses
Counterparts
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