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Preference Shares Investment Agreement
"I need a Preference Shares Investment Agreement for my Singapore-based fintech startup to secure Series B funding of SGD 5 million from a venture capital firm, with 8% cumulative dividend rights and anti-dilution protection, to be completed by March 2025."
1. Parties: Identification of the company and investor(s)
2. Background: Context of the investment and company's current status
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Number, class, and price of preference shares
5. Preference Share Rights: Dividend rights, voting rights, conversion rights, and liquidation preferences
6. Completion Mechanics: Process and conditions for completing the investment
7. Warranties and Representations: Standard company and investor warranties
8. Governing Law and Jurisdiction: Specification of Singapore law and courts
1. Anti-dilution Protection: Protection against future share issuances, used for larger investments
2. Board Rights: Investor board representation, used when significant stake acquired
3. Tag-Along Rights: Right to join in sale of shares, common in minority protection
4. Drag-Along Rights: Right to force minority shareholders to join sale, used in majority investments
1. Schedule 1: Share Capital Structure: Pre and post-investment capitalization table
2. Schedule 2: Warranties: Detailed company warranties
3. Schedule 3: Conditions Precedent: List of conditions to be satisfied before completion
4. Schedule 4: Preference Share Terms: Detailed terms and conditions of the preference shares
5. Appendix A: Form of Board Resolution: Template board resolution approving the investment
6. Appendix B: Share Certificate Form: Template preference share certificate
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