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Investment Agreement Between Two Parties
"I need an Investment Agreement Between Two Parties for a Series A investment of SGD 5 million into my technology startup, with the investor requiring board representation and standard anti-dilution protection, to be completed by March 2025."
1. Parties: Details and identification of the investor and investee company, including registration numbers and addresses
2. Background: Context of the investment and relationship between parties, including purpose of the investment
3. Definitions: Key terms used throughout the agreement including defined financial, technical and legal terms
4. Investment Terms: Detailed terms of the investment including amount, structure, payment schedule and conditions precedent
5. Representations and Warranties: Statements of fact and assurances given by both parties regarding their capacity, authority and business
6. Rights and Obligations: Specific duties and responsibilities of each party following the investment
7. Corporate Governance: Management structure, voting rights and decision-making processes
8. Exit Provisions: Terms and conditions for investment exit, including transfer rights and restrictions
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Anti-Dilution Rights: Protection mechanisms against future dilution of shareholding, used when investor requires protection against future fundraising rounds
2. Tag-Along Rights: Rights allowing minority investors to join in sale of shares by majority shareholders, included for minority investor protection
3. Drag-Along Rights: Rights allowing majority shareholders to force minority shareholders to join in the sale of shares, included when majority control is important
4. Board Representation: Rights to appoint directors and observers to the board, included when investor requires direct involvement in management
5. Pre-emptive Rights: Rights of first refusal on future share issues, included to protect against ownership dilution
1. Schedule 1 - Capitalization Table: Current and post-investment shareholding structure showing all shareholders and their respective shareholdings
2. Schedule 2 - Business Plan: Detailed business strategy, financial projections and use of investment proceeds
3. Schedule 3 - Conditions Precedent: List of conditions that must be satisfied before investment completion
4. Schedule 4 - Warranties: Detailed list of warranties given by the parties
5. Schedule 5 - Reserved Matters: List of decisions requiring investor approval
6. Appendix A - Corporate Documents: Key corporate documents including certificate of incorporation, constitution, and relevant resolutions
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