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Simple Investment Agreement
"I need a Simple Investment Agreement under Indonesian law for a Series A investment of USD 2 million into a fintech startup, with strong anti-dilution protection and board appointment rights for the investor."
1. Parties: Identification of the investor(s) and the company, including their full legal names, registration numbers, and addresses
2. Background: Context of the investment, brief description of the company's business, and purpose of the investment
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Amount and Shares: Details of the investment amount, number and class of shares to be issued, price per share, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing for the investment
6. Warranties and Representations: Standard warranties from the company and founders regarding the business, assets, and legal compliance
7. Investor Rights: Basic investor protection rights, including information rights and pre-emptive rights
8. Transfer Restrictions: Restrictions on the transfer of shares and any lock-up periods
9. Confidentiality: Obligations regarding confidential information and announcements
10. Notices: Process for giving formal notices under the agreement
11. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms
1. Anti-Dilution Protection: Protection for investors against future down rounds, included when negotiated by sophisticated investors
2. Board Appointment Rights: Rights of investors to appoint directors, included when investors require board representation
3. Founder Commitments: Specific commitments from founders including non-compete and full-time commitment, included when founders are key to the business
4. Future Funding Rounds: Framework for future investment rounds, included when multiple rounds are anticipated
5. Tag-Along Rights: Rights of investors to join in sales by other shareholders, included for minority investor protection
6. Drag-Along Rights: Rights to force minority shareholders to join in a company sale, included when exit possibilities are important
7. Performance Targets: Specific business targets and consequences, included when investment is linked to performance milestones
1. Schedule 1: Company Information: Detailed corporate information including share capital structure, subsidiaries, and material contracts
2. Schedule 2: Warranties: Detailed warranties given by the company and founders
3. Schedule 3: Completion Requirements: List of documents and actions required for completion
4. Schedule 4: Share Capital Table: Pre and post-investment share capital structure
5. Schedule 5: Business Plan: Summary of company's business plan and use of investment proceeds
6. Appendix A: Deed of Adherence: Template deed for new shareholders joining the agreement
7. Appendix B: Board Resolution: Pro-forma board resolution approving the investment
Authors
Investment Terms
Share Subscription
Payment Terms
Conditions Precedent
Completion
Warranties and Representations
Company Covenants
Founder Covenants
Information Rights
Pre-emptive Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Appointment
Reserved Matters
Confidentiality
Non-Competition
Anti-Dilution Protection
Exit Rights
Default
Termination
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Force Majeure
Costs
Governing Law
Dispute Resolution
Technology
E-commerce
Financial Services
Healthcare
Education Technology
Agriculture Technology
Manufacturing
Renewable Energy
Consumer Goods
Digital Services
Food and Beverage
Retail
Transportation and Logistics
Legal
Finance
Corporate Development
Investment
Compliance
Risk Management
Corporate Secretariat
Business Development
Executive Leadership
Strategic Planning
Chief Executive Officer
Chief Financial Officer
Investment Director
Legal Counsel
Corporate Secretary
Investment Manager
Business Development Director
Finance Manager
Compliance Officer
Risk Manager
Corporate Lawyer
Investment Analyst
Board Director
Managing Partner
Venture Capital Associate
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