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Shareholder Investment Agreement
"Need a Shareholder Investment Agreement for a Series A investment of SGD 5 million into our technology startup, with the investment closing planned for March 2025, including standard anti-dilution and board seat provisions for the lead investor."
1. Parties: Identification of all parties to the agreement including company, existing shareholders, and new investors
2. Background: Context of the investment, current company status, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Details of investment amount, share class, price per share, and payment terms
5. Completion Mechanics: Process and conditions for completing the investment, including conditions precedent
6. Warranties and Representations: Statements of fact and assurances from the company, existing shareholders, and investors
7. Board and Management: Governance structure, board composition, and management rights
8. Share Transfer Restrictions: Limitations and conditions on the transfer of shares
9. Confidentiality: Obligations regarding confidential information and announcements
10. Governing Law and Jurisdiction: Application of Singapore law and dispute resolution mechanisms
1. Anti-dilution Protection: Provisions protecting investors against dilution in future funding rounds
2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders
3. Drag-Along Rights: Rights of majority shareholders to force other shareholders to join in a sale
4. ROFR/ROFO: Right of first refusal or first offer on share transfers to control ownership changes
5. Dividend Rights: Special provisions regarding dividend distributions and preferences
6. Exit Rights: Specific provisions regarding IPO, trade sale, or other exit mechanisms
1. Schedule 1 - Cap Table: Current and post-investment shareholding structure showing all shareholders
2. Schedule 2 - Company Information: Detailed corporate information including registration details, directors, and key contracts
3. Schedule 3 - Warranties: Comprehensive list of warranties given by the company and founders
4. Schedule 4 - Business Plan: Company's business plan, strategy, and financial projections
5. Schedule 5 - Completion Documents: List of documents required for completion of the investment
6. Schedule 6 - New Constitution: Updated company constitution incorporating new shareholder rights and obligations
Authors
Board
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Constitution
Directors
Encumbrance
Existing Shareholders
Financial Year
Fully Diluted Share Capital
Group
Investment Amount
Investment Shares
Investor Director
Key Employees
Material Adverse Change
Ordinary Shares
Preference Shares
Pre-Money Valuation
Post-Money Valuation
Related Corporation
Reserved Matters
Securities
Share Capital
Shareholders
Shareholders' Agreement
Subscription Price
Subsidiary
Tag-Along Right
Drag-Along Right
Transfer
Warranties
Working Capital
Payment Terms
Conditions Precedent
Completion Obligations
Warranties and Representations
Board Composition
Management Rights
Information Rights
Reserved Matters
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Confidentiality
Non-competition
Non-solicitation
Dividend Rights
Exit Rights
Put and Call Options
Future Funding
Intellectual Property
Termination
Default
Remedies
Assignment
Notices
Costs and Expenses
Entire Agreement
Amendments
Severability
Waiver
Force Majeure
Governing Law
Dispute Resolution
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