The Co-Investment Agreement is essential when multiple investors seek to participate in a single investment opportunity within the United States legal framework. This document is commonly used in private equity, venture capital, and other investment scenarios where a lead investor wants to share investment opportunities with other investors while maintaining control over the investment process. The agreement addresses key aspects such as investment structure, governance rights, transfer restrictions, and exit provisions, while ensuring compliance with U.S. federal and state securities laws. It's particularly important for protecting the interests of all parties and establishing clear protocols for decision-making and profit distribution.
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1. Parties: Identification of all parties to the agreement, including the lead investor and co-investors
2. Background: Context of the investment opportunity and relationship between parties
3. Definitions: Key terms used throughout the agreement including investment-specific terminology
4. Investment Terms: Details of investment amounts, timing, conditions precedent, and investment mechanics
5. Governance Rights: Decision-making processes, voting rights, and management participation
6. Transfer Restrictions: Limitations on transfer of interests and right of first refusal provisions
7. Exit Provisions: Terms governing liquidation events, exit scenarios, and distribution of proceeds
8. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity and authority
9. Confidentiality: Provisions regarding the treatment of confidential information
10. Term and Termination: Duration of the agreement and circumstances for termination
1. Tag-Along Rights: Right of minority investors to join in sale of shares by other investors
2. Drag-Along Rights: Ability of majority investors to force minority investors to join in sale
3. Employee Co-Investment Provisions: Special terms and conditions applicable to employee participants in the co-investment
4. Anti-Dilution Protection: Provisions protecting investors from dilution in subsequent funding rounds
5. Information Rights: Rights of investors to receive financial and operational information
1. Schedule of Investors: Comprehensive list of all co-investors and their respective commitment amounts
2. Investment Terms Sheet: Detailed terms of the underlying investment including valuation and structure
3. Corporate Documents: Relevant formation and governance documents of the investment vehicle
4. Subscription Agreement: Standard form agreement for executing individual investments
5. Required Disclosures: Regulatory and risk disclosures required by applicable securities laws
6. Investment Guidelines: Parameters and restrictions governing the investment strategy
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