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1. Parties: Identifies all parties to the agreement, including the company issuing preferred stock and the investor(s)
2. Background: Sets out the context of the agreement and the company's intention to issue preferred stock
3. Definitions: Defines key terms used throughout the agreement
4. Subscription Details: Number of shares, price per share, and total investment amount
5. Rights and Preferences: Details of preferential rights including dividend rights, liquidation preferences, and voting rights
6. Conversion Rights: Terms and conditions for converting preferred shares to ordinary shares
7. Anti-dilution Protection: Provisions protecting preferred stockholders from dilution
8. Transfer Restrictions: Limitations on transfer of preferred shares
9. Governing Law: Specifies Singapore law as governing law and jurisdiction
1. Board Representation: Rights to appoint directors to the board - include when investors request board representation rights
2. Information Rights: Rights to receive financial and other company information - include for significant investors requiring regular company updates
3. Tag-Along Rights: Right to join in sale of shares by other shareholders - include when requested by minority investors
4. Drag-Along Rights: Right to force minority shareholders to join in sale - include when requested by majority investors
5. Pre-emptive Rights: Right to maintain percentage ownership in future fundraising - include for investors wanting protection against dilution in future rounds
1. Schedule 1: Share Certificate: Form of share certificate for preferred shares
2. Schedule 2: Capitalization Table: Current and post-investment capital structure
3. Schedule 3: Warranties: Company warranties and representations
4. Schedule 4: Conditions Precedent: Conditions to be satisfied before completion
5. Schedule 5: Conversion Mechanics: Detailed procedures for share conversion
6. Schedule 6: Reserved Matters: List of actions requiring preferred shareholder approval
Anti-dilution Protection
Applicable Law
Board
Business Day
Class Rights
Completion
Completion Date
Conditions Precedent
Conversion Price
Conversion Rights
Conversion Shares
Directors
Dividend Rights
Encumbrance
Exercise Notice
Exit Event
Fair Market Value
Financial Year
Fully Diluted Share Capital
Governing Law
Initial Public Offering
Investment Amount
Investor
Issue Price
Liquidation Event
Liquidation Preference
Material Adverse Change
Ordinary Shares
Original Issue Price
Parties
Preferred Shares
Pre-emptive Rights
Qualifying IPO
Reserved Matters
Senior Management
Shareholders' Agreement
Subscription Price
Subscription Shares
Tag-Along Rights
Transfer
Valuation
Warranties
Working Day
Payment Terms
Dividend Rights
Liquidation Preference
Conversion Rights
Anti-dilution Protection
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Representation
Information Rights
Voting Rights
Reserved Matters
Representations and Warranties
Conditions Precedent
Completion Mechanics
Confidentiality
Non-competition
Assignment
Termination
Notices
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Costs and Expenses
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