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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."
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.
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
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
Technology
Healthcare
Manufacturing
Real Estate
Financial Services
E-commerce
Infrastructure
Renewable Energy
Education
Consumer Goods
Telecommunications
Media and Entertainment
Biotechnology
Retail
Legal
Finance
Corporate Development
Investment
Compliance
Risk Management
Executive Leadership
Company Secretarial
Business Development
Strategic Planning
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
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