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Security Purchase Agreement
"I need a Security Purchase Agreement for my Singapore-based technology startup to sell 15% of our company's shares to a venture capital firm, with closing expected by March 2025 and including standard representations about our intellectual property and customer contracts."
1. Parties: Identification of buyer, seller, and any other relevant parties to the security purchase agreement
2. Background: Context of the transaction and relationship between parties, including the intent to sell and purchase securities
3. Definitions: Key terms used throughout the agreement, including specific securities terminology under Singapore law
4. Sale and Purchase of Securities: Core transaction terms including price, quantity, and type of securities being transferred
5. Closing Conditions: Prerequisites for completing the transaction, including regulatory approvals under Singapore law
6. Representations and Warranties: Statements of fact and assurances from both parties, including compliance with Singapore securities laws
7. Covenants: Ongoing obligations of the parties, including compliance with Singapore regulatory requirements
8. Termination: Circumstances under which the agreement can be terminated and consequences thereof
9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for dispute resolution
1. Board Approval: Required when corporate approval is needed under Singapore Companies Act requirements
2. Regulatory Approvals: Specific requirements for MAS or other regulatory approvals under Singapore law
3. Tag-Along Rights: Rights of minority shareholders to join in sale, particularly relevant for private company transactions
4. Earn-Out Provisions: Additional payment terms based on future performance metrics
5. Anti-Dilution Protection: Provisions protecting investors from dilution in future funding rounds
1. Schedule 1 - Securities Details: Detailed description of securities being purchased, including class, rights, and restrictions
2. Schedule 2 - Disclosure Schedule: Exceptions to representations and warranties made by the seller
3. Schedule 3 - Required Consents: List of third-party and regulatory approvals needed under Singapore law
4. Schedule 4 - Form of Transfer Instruments: Templates for share transfer forms and other instruments required under Singapore law
5. Schedule 5 - Closing Checklist: List of documents and actions required for closing, including regulatory filings
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