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Investment And Shareholders Agreement
"Need an Investment And Shareholders Agreement for a Series A investment round of SGD 5 million into my Singapore-based healthcare technology startup, closing in March 2025, with specific provisions for investor board seats and anti-dilution protection."
1. Parties: Identification of all parties to the agreement including investors, existing shareholders, and the company
2. Background: Context of the investment and current company status
3. Definitions: Key terms used throughout the agreement
4. Investment Terms: Details of investment amount, valuation, and share class
5. Completion Mechanics: Process and conditions for completing the investment
6. Warranties and Representations: Company and founder warranties
7. Board Composition: Structure and appointment rights
8. Reserved Matters: Decisions requiring special approval
9. Transfer Restrictions: Limitations on share transfers
1. Anti-Dilution Protection: Protection mechanisms against future down rounds, typically requested by professional investors
2. Tag-Along Rights: Rights allowing minority shareholders to join in the sale of shares when a majority shareholder sells
3. Drag-Along Rights: Rights allowing majority shareholders to force minority shareholders to join in a company sale
4. ESOP Provisions: Details of employee share option scheme structure and implementation
1. Cap Table: Pre and post-investment shareholding structure showing all shareholders and their respective shareholdings
2. Warranties: Detailed list of company and founder warranties
3. Reserved Matters List: Comprehensive list of matters requiring special approval from investors or specific shareholder groups
4. Company Constitution: Updated constitution reflecting new rights and shareholding structure
5. Disclosure Letter: Document containing exceptions and qualifications to the warranties
6. Form of Deed of Adherence: Template document for new shareholders to sign when joining the agreement
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