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Private Placement Agreement
"Need a Private Placement Agreement for our Singapore-based fintech startup to raise Series B funding of USD 10M from three institutional investors in March 2025, with specific focus on information rights and anti-dilution protection."
1. Parties: Identification of the issuer and subscribers
2. Background: Context of the private placement and company information
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Number, class, and price of securities being offered
5. Representations and Warranties: Statements of fact and assurances from both parties
6. Closing Conditions: Requirements to be met before completion
7. Transfer Restrictions: Limitations on transfer of securities
1. Tag-Along Rights: Used when minority investors need protection in case of majority stake sale
2. Anti-Dilution Protection: Include when investors require protection against future down rounds
3. Board Representation: When investors require board seats
4. Information Rights: When investors require specific reporting rights
1. Subscription Form: Form for investors to complete subscription details
2. Company Information: Details of company structure, financials, and business
3. Investor Qualification Form: Documentation of investor accreditation status
4. Risk Factors: Detailed disclosure of investment risks
5. Shareholders' Agreement: If referenced in main agreement
Authors
Agreement
Applicable Law
Board
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Directors
Effective Date
Encumbrance
Existing Shareholders
Financial Year
Governmental Authority
Institutional Investor
Investment Amount
Issue Price
Issuer
Material Adverse Change
MAS
Offered Shares
Parties
Placement
Placement Agent
Private Placement Memorandum
Purchase Price
Relevant Securities
Representatives
Restricted Period
Securities
SFA
SGX
Shareholder
Shareholders' Agreement
Shares
Subscriber
Subscription
Subscription Amount
Subscription Price
Subscription Rights
Transaction Documents
Transfer
Warranties
Consideration
Conditions Precedent
Closing Conditions
Representations and Warranties
Covenants
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Information Rights
Board Representation
Confidentiality
Non-Competition
Non-Solicitation
Compliance with Laws
Termination
Events of Default
Indemnification
Assignment
Notices
Amendments
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Costs and Expenses
Further Assurance
Counterparts
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