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Share Subscription And Shareholders Agreement
"Need a Share Subscription And Shareholders Agreement for a Series A investment round where a venture capital firm is investing SGD 5 million for 20% equity in our Singapore-based AI software company, with standard minority protections and one board seat."
1. Parties: Identification of the company, existing shareholders, and new subscribers
2. Background: Context of the transaction and current company structure
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Number, class, and price of shares being subscribed
5. Completion Mechanics: Process and conditions for completing the subscription
6. Warranties and Representations: Statements of fact and assurances from all parties
7. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
8. Board and Management: Governance structure and decision-making processes
1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Rights of majority shareholders to force minority to join in sale
3. Anti-Dilution Protection: Protection against value dilution in future rounds
1. Cap Table: Current and post-investment shareholding structure
2. Warranties Schedule: Detailed company and business warranties
3. Board Reserved Matters: List of decisions requiring board approval
4. Shareholder Reserved Matters: List of decisions requiring shareholder approval
5. Share Certificate Form: Template for new share certificates
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