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Preferred Stock Agreement
"Need a Preferred Stock Agreement for our Singapore-based fintech startup to issue Series A preferred shares to two venture capital firms, with a 1x liquidation preference and standard anti-dilution protection, planning to close by March 2025."
1. Parties: Identifies all parties to the agreement, including the company issuing preferred stock and the investor(s)
2. Background: Sets out the context of the agreement and the company's intention to issue preferred stock
3. Definitions: Defines key terms used throughout the agreement
4. Subscription Details: Number of shares, price per share, and total investment amount
5. Rights and Preferences: Details of preferential rights including dividend rights, liquidation preferences, and voting rights
6. Conversion Rights: Terms and conditions for converting preferred shares to ordinary shares
7. Anti-dilution Protection: Provisions protecting preferred stockholders from dilution
8. Transfer Restrictions: Limitations on transfer of preferred shares
9. Governing Law: Specifies Singapore law as governing law and jurisdiction
1. Board Representation: Rights to appoint directors to the board - include when investors request board representation rights
2. Information Rights: Rights to receive financial and other company information - include for significant investors requiring regular company updates
3. Tag-Along Rights: Right to join in sale of shares by other shareholders - include when requested by minority investors
4. Drag-Along Rights: Right to force minority shareholders to join in sale - include when requested by majority investors
5. Pre-emptive Rights: Right to maintain percentage ownership in future fundraising - include for investors wanting protection against dilution in future rounds
1. Schedule 1: Share Certificate: Form of share certificate for preferred shares
2. Schedule 2: Capitalization Table: Current and post-investment capital structure
3. Schedule 3: Warranties: Company warranties and representations
4. Schedule 4: Conditions Precedent: Conditions to be satisfied before completion
5. Schedule 5: Conversion Mechanics: Detailed procedures for share conversion
6. Schedule 6: Reserved Matters: List of actions requiring preferred shareholder approval
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