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Startup Investment Agreement
"I need a Startup Investment Agreement for my technology startup based in Manila, where a Singapore-based venture capital firm will invest PHP 10 million for a 20% equity stake, with specific provisions for future funding rounds and board representation."
1. Parties: Identification of the investor(s), the startup company, and any other relevant parties such as founders
2. Background: Context of the investment, brief description of the startup's business, and purpose of the agreement
3. Definitions: Key terms used throughout the agreement defined for clarity and legal certainty
4. Investment Terms: Details of the investment amount, valuation, and number/class of shares being issued
5. Completion Mechanics: Steps and conditions for completing the investment, including payment terms and share issuance process
6. Representations and Warranties: Statements of fact and assurances from both the company and the investors
7. Company Covenants: Ongoing obligations and commitments of the company post-investment
8. Investor Rights: Special rights granted to investors, including information rights and board representation
9. Transfer Restrictions: Limitations on the transfer of shares and related procedures
10. Exit Provisions: Terms governing future sales, IPOs, or other liquidation events
11. Confidentiality: Protection of confidential information exchanged during and after the investment
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
13. General Provisions: Standard contractual provisions including notices, amendments, and severability
1. Founder Commitments: Specific obligations of founders including non-compete and full-time commitment requirements. Include when founders are key to the business
2. Intellectual Property Rights: Detailed provisions regarding IP ownership and protection. Essential for technology startups
3. Employee Stock Option Pool: Terms of ESOP if the company plans to implement one post-investment
4. Anti-Dilution Protection: Provisions protecting investors from dilution in future rounds. Common in VC investments
5. Tag-Along Rights: Rights of investors to join in sale of shares by other shareholders. Important for minority investor protection
6. Drag-Along Rights: Rights to force other shareholders to join in a sale. Important for majority investors
7. Strategic Collaboration: Terms of business cooperation between investor and company, if applicable for strategic investors
1. Schedule 1: Cap Table: Pre and post-investment shareholding structure
2. Schedule 2: Company Information: Detailed corporate information including directors, officers, and corporate documents
3. Schedule 3: Intellectual Property: List of company's IP assets and registrations
4. Schedule 4: Material Contracts: List of significant contracts and agreements
5. Schedule 5: Conditions Precedent: List of conditions to be satisfied before investment completion
6. Schedule 6: Warranties: Detailed warranties given by the company and founders
7. Schedule 7: Business Plan: Company's business plan and financial projections
8. Appendix A: Share Certificate: Form of share certificate to be issued
9. Appendix B: Board Resolution: Form of board resolution approving the investment
Authors
Agreement
Anti-Dilution Rights
Articles of Incorporation
Board
Business Day
Business Plan
By-Laws
Cap Table
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Control
Deed of Adherence
Directors
Disclosure Letter
Drag-Along Rights
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
First Closing
Founders
Fully Diluted Share Capital
General Meeting
Group
Holding Company
Independent Director
Initial Public Offering
Intellectual Property Rights
Investment Amount
Investor
Investor Director
Investor Shares
Key Employees
Liquidation Event
Liquidation Preference
Material Adverse Effect
New Securities
Ordinary Course of Business
Ordinary Shares
Parties
Permitted Transferee
Pre-emptive Rights
Preferred Shares
Pre-Money Valuation
Post-Money Valuation
Pro Rata Share
Qualified IPO
Related Party
Reserved Matters
Right of First Refusal
Securities
Share Capital
Shareholders
Shareholders' Agreement
Shares
Subscription Price
Subsidiary
Tag-Along Rights
Transfer
Valuation
Warranties
Share Subscription
Payment Terms
Share Issuance
Representations and Warranties
Conditions Precedent
Completion Obligations
Board Composition
Reserved Matters
Information Rights
Pre-emptive Rights
Anti-dilution Protection
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Exit Rights
Liquidation Preference
Dividend Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property Rights
Founder Commitments
Management Rights
Voting Rights
Further Funding
Right of First Refusal
Put Option
Call Option
Events of Default
Termination
Indemnification
Assignment
Notices
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Amendment
Waiver
Technology
Financial Services
E-commerce
Healthcare
Education Technology
Clean Technology
Agriculture Technology
Manufacturing
Software Development
Biotechnology
Artificial Intelligence
Renewable Energy
Digital Media
Logistics
Retail Technology
Legal
Finance
Corporate Development
Investment
Compliance
Board of Directors
Executive Management
Corporate Secretary Office
Business Development
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Investment Manager
Venture Capital Associate
Startup Founder
Business Development Director
Company Secretary
Investment Analyst
Corporate Finance Manager
Legal Counsel
Compliance Officer
Board Director
Managing Partner
Investment Director
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