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Amended And Restated Shareholders Agreement
"Need an Amended and Restated Shareholders Agreement to reflect our new Series B funding round closing in March 2025, adding two new institutional investors and updating the board composition to include their representatives."
1. Parties: Identification of all shareholders and the company
2. Background: Context of original agreement and reasons for amendment and restatement
3. Definitions: Key terms used throughout the agreement
4. Share Capital and Shareholding Structure: Details of share classes, rights, and current ownership
5. Management and Board Composition: Board structure, appointment rights, and voting requirements
6. Reserved Matters: Decisions requiring special majority or unanimous consent
7. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights
8. Exit Provisions: Mechanisms for shareholder exits including tag-along and drag-along rights
1. Anti-dilution Protection: Protection against share value dilution, used when there are institutional investors
2. Intellectual Property Rights: IP ownership and protection provisions, relevant for technology companies
3. Non-compete Provisions: Restrictions on competitive activities, used for founder-shareholders
4. Deadlock Resolution: Mechanisms to resolve shareholder disputes, important for 50-50 joint ventures
1. Share Capital Structure: Detailed breakdown of shareholding
2. Reserved Matters List: Comprehensive list of matters requiring special approval
3. Original Agreement: Copy of the original shareholders agreement being amended
4. Board Regulations: Detailed procedures for board meetings and governance
5. Deed of Adherence: Template for new shareholders to join the agreement
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