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Co Investment Agreement Template for India

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Key Requirements PROMPT example:

Co Investment Agreement

"I need a Co-Investment Agreement for a Series B funding round where three venture capital firms will jointly invest ₹50 crore in an Indian healthcare tech startup, with one firm designated as the lead investor having specific control rights."

Document background
A Co-Investment Agreement is essential when multiple investors plan to make a joint investment in an Indian company or project. This document is commonly used in private equity, venture capital, and strategic investment scenarios where investors wish to pool their resources while maintaining clearly defined rights and responsibilities. The agreement details the investment structure, valuation, shareholding patterns, and governance mechanisms, ensuring compliance with Indian regulatory requirements including Companies Act 2013, SEBI regulations, and if applicable, FEMA guidelines for foreign investors. It provides crucial protection for all parties by establishing clear protocols for decision-making, information sharing, exit rights, and dispute resolution, while also addressing specific requirements of Indian corporate and securities laws.
Suggested Sections

1. Parties: Identification of all co-investors and the target company

2. Background: Context of the investment and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Investment Structure: Details of investment amounts, valuations, and securities to be issued

5. Conditions Precedent: Conditions that must be satisfied before investment completion

6. Completion Mechanics: Process and requirements for completing the investment

7. Representations and Warranties: Statements of fact and assurances from all parties

8. Covenants: Ongoing obligations and commitments of the parties

9. Governance Rights: Management and decision-making rights, board composition

10. Information Rights: Rights regarding financial and operational information access

11. Transfer Restrictions: Limitations on transfer of securities

12. Exit Rights: Provisions for exit mechanisms including drag-along and tag-along rights

13. Events of Default: Circumstances constituting default and consequences

14. Term and Termination: Duration of agreement and termination provisions

15. Confidentiality: Obligations regarding confidential information

16. Dispute Resolution: Mechanism for resolving disputes

17. Governing Law and Jurisdiction: Applicable law and jurisdiction

18. General Provisions: Standard boilerplate clauses including notices, amendments, etc.

Optional Sections

1. FEMA Compliance: Required when foreign investors are involved, detailing compliance with foreign exchange laws

2. Lead Investor Rights: Used when there's a lead investor structure, detailing additional rights and responsibilities

3. Industry-Specific Provisions: Required for regulated industries like financial services or healthcare

4. Tag-Along Rights: Optional protection for minority investors

5. Put Option: Optional exit right for investors to sell shares back to promoters

6. Anti-Dilution Protection: Optional protection against future down rounds

7. ESG Compliance: Environmental, Social, and Governance provisions if required by investors

8. Follow-on Investment Rights: Rights for participating in future funding rounds

Suggested Schedules

1. Schedule 1 - Investor Details: Complete details of all investors including investment amounts and shareholding

2. Schedule 2 - Company Details: Corporate information, capitalization table, and subsidiary details

3. Schedule 3 - Conditions Precedent: Detailed list of conditions to be satisfied before completion

4. Schedule 4 - Completion Requirements: Detailed completion checklist and required documents

5. Schedule 5 - Warranties: Detailed warranties given by the company and promoters

6. Schedule 6 - Reserved Matters: List of decisions requiring investor consent

7. Schedule 7 - Group Structure: Corporate structure chart and details of group companies

8. Schedule 8 - Forms of Legal Opinions: Template legal opinions required at completion

9. Appendix A - Deed of Adherence: Template for new investors joining the agreement

10. Appendix B - Management Accounts: Latest financial statements and management accounts

Authors

Alex Denne

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

Relevant legal definitions




































































Clauses





































Relevant Industries

Technology

Healthcare

Manufacturing

Real Estate

Financial Services

E-commerce

Infrastructure

Renewable Energy

Education

Consumer Goods

Telecommunications

Media and Entertainment

Biotechnology

Retail

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Risk Management

Executive Leadership

Company Secretarial

Business Development

Strategic Planning

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Private Equity Partner

Venture Capital Associate

Corporate Lawyer

Investment Manager

Fund Manager

Managing Director

Company Secretary

Compliance Officer

Director of Corporate Development

General Counsel

Investment Analyst

Portfolio Manager

Industries










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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