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Shareholder Investment Agreement
"Need a Shareholder Investment Agreement for a Series A investment of SGD 5 million into our technology startup, with the investment closing planned for March 2025, including standard anti-dilution and board seat provisions for the lead investor."
1. Parties: Identification of all parties to the agreement including company, existing shareholders, and new investors
2. Background: Context of the investment, current company status, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Details of investment amount, share class, price per share, and payment terms
5. Completion Mechanics: Process and conditions for completing the investment, including conditions precedent
6. Warranties and Representations: Statements of fact and assurances from the company, existing shareholders, and investors
7. Board and Management: Governance structure, board composition, and management rights
8. Share Transfer Restrictions: Limitations and conditions on the transfer of shares
9. Confidentiality: Obligations regarding confidential information and announcements
10. Governing Law and Jurisdiction: Application of Singapore law and dispute resolution mechanisms
1. Anti-dilution Protection: Provisions protecting investors against dilution in future funding rounds
2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders
3. Drag-Along Rights: Rights of majority shareholders to force other shareholders to join in a sale
4. ROFR/ROFO: Right of first refusal or first offer on share transfers to control ownership changes
5. Dividend Rights: Special provisions regarding dividend distributions and preferences
6. Exit Rights: Specific provisions regarding IPO, trade sale, or other exit mechanisms
1. Schedule 1 - Cap Table: Current and post-investment shareholding structure showing all shareholders
2. Schedule 2 - Company Information: Detailed corporate information including registration details, directors, and key contracts
3. Schedule 3 - Warranties: Comprehensive list of warranties given by the company and founders
4. Schedule 4 - Business Plan: Company's business plan, strategy, and financial projections
5. Schedule 5 - Completion Documents: List of documents required for completion of the investment
6. Schedule 6 - New Constitution: Updated company constitution incorporating new shareholder rights and obligations
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