<commit_before><?!= data.xml_declaration ?>
<?!= data.xmlRoot() ?>
<?!= include("inc_cover_2_parties", data, {cover_title:"Series YC-AA Preferred Share Purchase Agreement", disclaimer:true, party1:data.company, party2:data.new_investor}) ?>
<?!= include("inc_cover_jfdi", data, { }) ?>
<Firstpage_Sidebar>
<sidebar>This document records a <?=data.new_investor.new_commitment?> investment by <?=data.new_investor.name?> into <?=data.company.name?> in the form of Series YC-AA Convertible Preference Shares. This agreement is modeled on on the Series AA model documents published by Y Combinator.</sidebar>
</Firstpage_Sidebar>
<? var activeRound = data.capTable.getActiveRound(); ?>
<Story_Main>
  <chapter_header>YC-AA Share Purchase Agreement</chapter_header>

  <para_1><span_smallcaps>This agreement is made</span_smallcaps> this <? if (data.investment_agreement_date) { ?><?= data.investment_agreement_date ?><?} else {?><textvar name="Output Date" /><?}?> between:---</para_1>

  <parties><?!= include("inc_party", data, data.company) ?> (the "Company"); and</parties>
  <parties><?!= include("inc_party", data, data.new_investor) ?> (the "Investor")</parties>

  <para_1>hereinafter referred individually as <b>"a Party"</b> or collectively as <b>"the Parties"</b>.</para_1>

  <para_1><span_smallcaps>Whereas:</span_smallcaps></para_1>

  <recitals>The Company is a private company incorporated in Singapore limited by shares.</recitals>
  <recitals>The Investor and the Company desire and wish to enter into this Agreement to record and regulate an investment by the Investor into the Company.</recitals>
  <recitals>The investment takes the form of "Series YC-AA Convertible Preference Shares". The text of this agreement is based on model documents originally published by Y Combinator and subsequently adapted for Singapore law.</recitals>
  <recitals>The parties anticipate that, if all goes well, these shares will one day be converted to ordinary shares in preparation for an acquisition or an IPO.</recitals>
  <recitals>The issue of these shares may be part of a fundraising (the "Current Fundraising") in which YC-AA Shares are issued to multiple investors on essentially identical terms and on the same form as set forth herein, except that the Investor and Date of Issuance may differ in each case.</recitals>
  
  <para_1><span_smallcaps>The parties agree</span_smallcaps> as follows:</para_1>

  <a_left_sidehead xname="auth">Authorization, Sale and Issuance</a_left_sidehead>
  <numbered_2_firstbold>Authorization. The Company will, prior to the Initial Closing (as defined below), authorize</numbered_2_firstbold>
  <numbered_3_para>(if necessary) amendments to the Company's Articles of Association defining Series YC-AA Preferred Shares,</numbered_3_para>
  <numbered_3_para>the sale and issuance of up to <?=data.amount_raising?> worth of shares (the "Shares") of the Company’s Series YC-AA Preferred Shares, at <?=data.new_investor.price_per_share || data.price_per_share?> per share (the "Series AA Preferred"), having the rights, privileges, preferences and restrictions set forth in the Articles of Association of the Company, in substantially the form attached hereto as <xref to="articles_of_association" />, and</numbered_3_para>
  <numbered_3_para>the future issue of Ordinary Shares upon conversion of the Shares (the "Conversion Shares"), pursuant to Section 161 of the Companies Act.</numbered_3_para>

  <numbered_2_firstbold xname="sale">Sale and Issuance of Shares. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase, and the Company agrees to sell and issue to the Investor, <?= data.new_investor.num_new_shares ?> YC-AA Preferred Shares, at a cash purchase price of <?= data.new_investor.price_per_share || data.price_per_share ?> per share (the "Purchase Price"). The Current Fundraising may include other investors. The Company’s agreement with each investor is a separate agreement, and the sale and issuance of the Shares to each investor is a separate sale and issuance.</numbered_2_firstbold>

  <a_left_sidehead xname="lp">Liquidation Preference</a_left_sidehead>

  <para_1>The Liquidation Preference on the Shares shall be <?= data.liquidation_preference ?> <?=plural(data.liquidation_preference, "times", "time")?> the price paid.</para_1>
  
  <a_left_sidehead xname="closing_delivery">Closing Dates and Delivery</a_left_sidehead>

  <numbered_2_firstbold xname="closing">Closing.</numbered_2_firstbold>
  <numbered_3_para>The purchase, sale and issuance of the Shares shall take place at one or more closings (each of which is referred to in this Agreement as a "Closing"). The initial Closing (the "Initial Closing") shall take place at the Company’s offices at <?=newlinesToCommas(data.company.closing_address||data.company.address)?>, at <?=data.initial_closing_time?> local time on <?=data.initial_closing_date?>, or such other date as the Company determines in its sole discretion.</numbered_3_para>
  <numbered_3_para>If less than all of the Shares are sold and issued at the Initial Closing, then, subject to the terms and conditions of this Agreement, the Company may sell and issue at one or more subsequent closings (each, a "Subsequent Closing"), within 120 days after the Initial Closing, up to the balance of the unissued Shares to such persons or entities as may be approved by the Company in its sole discretion. Any such sale and issuance in a Subsequent Closing shall be on the same terms and conditions as those contained herein, and such persons or entities shall, upon execution and delivery of the relevant signature pages, become parties to, and be bound by, this Agreement and the Shareholders' Agreement dated <?=data.shareholders_agreement_date?> in substantially the form attached hereto as <xref to="shareholders_agreement" /> (the "Shareholders' Agreement," and together with this Agreement, the "Agreements"), without the need for an amendment to any of the Agreements except to add such person’s or entity’s name to the appropriate exhibit to such Agreements, and shall have the rights and obligations hereunder and thereunder, in each case as of the date of the applicable Subsequent Closing. Each Subsequent Closing shall take place at such date, time and place as shall be approved by the Company in its sole discretion.</numbered_3_para>
  <numbered_3_para>Immediately after each Closing, the Schedule of Investors and Capitalization Table will be amended to list the investors purchasing Shares hereunder and the number of Shares issued to each Investor hereunder at each such Closing. The Company will furnish to each Investor copies of the amendments to the Schedule of Investors and Capitalization Table referred to in the preceding sentence.</numbered_3_para>

  <numbered_2_firstbold>Delivery. At each Closing, the Company will issue the Shares to the Investor by entering such Shares in the Investor’s name as of such date in the books and records of the Company, against payment of the purchase price therefor as set forth in the column designated "Purchase Price" opposite such Investor’s name on the Schedule of Investors, by (a) check payable to the Company, (b) wire transfer in accordance with the Company’s instructions, (c) cancellation of indebtedness or (d) any combination of the foregoing.  As promptly thereafter as practicable, the Company will deliver to the each Investor a notice of issuance reflecting the uncertificated Shares, or a share certificate registered in the name of each such Investor reflecting the Shares. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company.</numbered_2_firstbold>

<?!= include("inc_assignment", data, { consent_article: "20.3.4" }) ?>

<a_left_sidehead xname="reps_of_company">Representations and Warranties of the Company</a_left_sidehead>

<para_1>A Schedule of Exceptions, if necessary, shall be delivered to the Investor in connection with each Closing. Except as set forth on the Schedule of Exceptions delivered to the Investor at the applicable Closing, the Company hereby represents and warrants to the Investor as follows:</para_1>

<numbered_2_firstbold>Organization, Good Standing and Qualification.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the Republic of Singapore. The Company has the requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted, to execute and deliver the Agreements, to issue and sell the Shares and the Conversion Shares and to perform its obligations pursuant to the Agreements and the Articles of Association relating to the YC-AA Shares. The Company is presently qualified to do business as a foreign corporation in each jurisdiction where the failure to be so qualified could reasonably be expected to have a material adverse effect on the Company’s financial condition or business as now conducted (a "Material Adverse Effect").</numbered_2_firstbold>

<numbered_2_firstbold>Capitalization</numbered_2_firstbold>
<!-- TODO: fix this so that if some of these security types do not exist, we do not die when looking for a TOTAL. we should just omit from mentioning. -->
<numbered_3_para>Immediately prior to the Initial Closing, the fully diluted capital of the Company will consist of <?= digitCommas_(activeRound.by_security_type["Ordinary Shares"].TOTAL) ?> ordinary shares, <?= digitCommas_(activeRound.by_security_type["Class F Shares"].TOTAL) ?> Class F Redeemable Convertible Preference Shares both issued and reserved, and <?= digitCommas_(activeRound.by_security_type["Series YC-AA Shares"] ? activeRound.by_security_type["Series YC-AA Shares"].TOTAL : 0) ?> YC-AA Preferred Shares. These shares shall have the rights, preferences, privileges and restrictions set forth in <xref to="articles_of_association" />.</numbered_3_para>
<numbered_3_para>The outstanding shares have been duly authorized and validly issued in compliance with applicable laws, and are fully paid and nonassessable.</numbered_3_para>
<? if (data.parties.esop) { ?>
<numbered_3_para>The Company's ESOP consists of a total of <?= data.parties.esop[0].num_shares ?> shares, of which <?= digitCommas_(data.parties.esop[0]._orig_num_shares - activeRound.old_investors["ESOP"].shares) ?> have been issued and <?= digitCommas_(activeRound.old_investors["ESOP"].shares)?> remain reserved.</numbered_3_para>
<? } ?>
<numbered_3_para>The Shares, when issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Conversion Shares have been duly and validly approved and, when issued in compliance with the provisions of this Agreement, the Articles of Association and applicable law, will be validly issued, fully paid and nonassessable. The Shares and the Conversion Shares will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the Investor; provided, however, that the Shares and the Conversion Shares are subject to restrictions on transfer under the Articles of Association, under securities laws, and as set forth herein and in the Shareholders' Agreement. Except as set forth in the Shareholders' Agreement and the Articles of Association, the Shares and the Conversion Shares are not subject to any preemptive rights or rights of first refusal.</numbered_3_para>

<numbered_2_firstbold>Authorization.  All corporate action on the part of the Company and its directors, officers and members necessary for the authorization, execution and delivery of the Agreements by the Company, the authorization, sale, issuance and delivery of the Shares and the Conversion Shares, and the performance of all of the Company’s obligations under the Agreements has been taken or will be taken prior to the Initial Closing. The Agreements, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.</numbered_2_firstbold>

<numbered_2_firstbold>Financial Statements. <? if(data.financial_statements=="newco"){?>The Company was recently formed, has not yet begun significant operations, and has not prepared any financial statements.<?}else{?>
The most recent financial statements of the Company are annexed.<?}?></numbered_2_firstbold>

<numbered_2_firstbold>Material Contracts.  All of the Company’s agreements and contracts in effect as of the date of this Agreement with a value in excess of <?=data.material_contract_minimum || "$25,000" ?> and all other contracts deemed material by the Company are as set forth in the Schedule of Exceptions (the "Material Contracts").  The Material Contracts are, to the Company’s knowledge, valid, binding and in full force and effect in all material respects, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law governing specific performance, injunctive relief and other equitable remedies.</numbered_2_firstbold>

<numbered_2_firstbold>Intellectual Property.  To the knowledge of the Company (without having conducted any special investigation or patent search), the Company owns or possesses or can obtain on commercially reasonable terms sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise), information, processes and similar proprietary rights ("Intellectual Property") necessary to the business of the Company as presently conducted, the lack of which could reasonably be expected to have a Material Adverse Effect.  Except for agreements with its own employees, volunteers, or consultants, standard end-user license agreements, support/maintenance agreements and agreements entered in the ordinary course of the Company’s business, there are no outstanding options, licenses or agreements relating to the Intellectual Property, and the Company is not bound by or a party to any options, licenses or agreements with respect to the Intellectual Property of any other person or entity. The Company has not received any written communication alleging that the Company has violated any of the Intellectual Property of any other person or entity.</numbered_2_firstbold>

<numbered_2_firstbold>Proprietary Information and Invention Assignment.  Each technical and senior managerial employee or founder of the Company has executed a confidential information and invention assignment agreement.  To the knowledge of the Company, no such employee is in violation of such confidential information and invention assignment agreement.</numbered_2_firstbold>

<numbered_2_firstbold>Title to Properties and Assets; Liens.  The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than (i) liens for current taxes not yet due and payable, (ii) liens imposed by law and incurred in the ordinary course of business for obligations not past due, (iii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation, and (iv) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject thereto or have a Material Adverse Effect, and which have not arisen otherwise than in the ordinary course of business.</numbered_2_firstbold>

<numbered_2_firstbold>Compliance with Other Instruments.  The Company is not in violation of any material term of its Articles as Association, each as amended to date, or, to the Company’s knowledge, in any material respect of any term or provision of any material indebtedness, contract or agreement to which it is party which would have a Material Adverse Effect. To the Company’s knowledge, the Company is not in violation of any statute, rule or regulation applicable to the Company the violation of which would have a Material Adverse Effect. The execution and delivery of the Agreements by the Company, the performance by the Company of its obligations pursuant to the Agreements, and the issuance of the Shares and the Conversion Shares, will not result in any material violation of, or materially conflict with, or constitute a material default under, the Company’s Articles of Association, each as may be amended to date.</numbered_2_firstbold>

<numbered_2_firstbold>Tax Returns and Payments.  The Company has timely filed all tax returns required by appropriate governmental agencies, except where the failure to do so would not have a Material Adverse Effect. These returns and reports are true and correct in all material respects. All taxes shown to be due and payable on such returns, any assessments imposed, and, to the Company’s knowledge, all other taxes due and payable by the Company on or before the Initial Closing have been paid or will be paid prior to the time they become delinquent.</numbered_2_firstbold>

<a_left_sidehead xname="reps_of_investor">Representations and Warranties of the Investor</a_left_sidehead>

<para_1>The Investor hereby represents and warrants to the Company as follows:</para_1>

<?if (! data.skip_investment_intent){ // if you have an authorization_for_transfer then you should set skip_investment_intent=true ?>
<numbered_2_firstbold>Investment Intent. The Investor is acquiring the Shares and the Conversion Shares, for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Investor further represents that it does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to any of the Shares or the Conversion Shares.</numbered_2_firstbold>
<?}?>

<numbered_2_firstbold>Investment Experience. The Investor has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and acknowledges that such Investor can protect its own interests. The Investor has such knowledge and experience in financial and business matters so that such Investor is capable of evaluating the merits and risks of its investment in the Company.</numbered_2_firstbold>

<numbered_2_firstbold>Speculative Nature of Investment.  The Investor understands and acknowledges that the Company has a limited financial and operating history and that an investment in the Company is highly speculative and involves substantial risks. The Investor can bear the economic risk of such Investor’s investment and is able, without impairing such Investor’s financial condition, to hold the Shares and the Conversion Shares for an indefinite period of time and to suffer a complete loss of such Investor’s investment.</numbered_2_firstbold>

<numbered_2_firstbold>Access to Data.  The Investor has had an opportunity to ask questions of, and receive answers from, the officers of the Company concerning the Agreements, the exhibits and schedules attached hereto and thereto and the transactions contemplated by the Agreements, as well as the Company’s business, management and financial affairs, which questions were answered to its satisfaction. The Investor believes that it has received all the information such Investor considers necessary or appropriate for deciding whether to purchase the Shares and the Conversion Shares. The Investor understands that such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description. The Investor acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results. The Investor also acknowledges that it is not relying on any statements or representations of the Company or its agents for legal advice with respect to this investment or the transactions contemplated by the Agreements.</numbered_2_firstbold>

<? if(data.new_investor.accredited_investor == true){ ?>
<numbered_2_firstbold>Accredited Investor.  The Investor is an "accredited investor" within the meaning of Section 4A(1)(a) of the Securities and Futures Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company.</numbered_2_firstbold>
<? } ?>

<numbered_2_firstbold>Residency.  The residency of the Investor (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the Schedule of Investors.</numbered_2_firstbold>

<numbered_2_firstbold>No Public Market.  The Investor understands and acknowledges that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company’s securities.</numbered_2_firstbold>

<numbered_2_firstbold>Authorization</numbered_2_firstbold>
<numbered_3_para>The Investor has all requisite power and authority to execute and deliver the Agreements, to purchase the Shares hereunder and to carry out and perform its obligations under the terms of the Agreements. All action on the part of the Investor necessary for the authorization, execution, delivery and performance of the Agreements, and the performance of all of the Investor’s obligations under the Agreements, has been taken or will be taken prior to the Closing.</numbered_3_para>
<numbered_3_para>The Agreements, when executed and delivered by the Investor, will constitute valid and legally binding obligations of the Investor, enforceable in accordance with their terms except: (i) to the extent that any indemnification provisions may be limited by applicable law and principles of public policy, (ii) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (iii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.</numbered_3_para>
<numbered_3_para>No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by the Investor in connection with the execution and delivery of the Agreements by the Investor or the performance of the Investor’s obligations hereunder or thereunder.</numbered_3_para>
<numbered_3_para>Brokers or Finders.  The Investor has not engaged any brokers, finders or agents, and neither the Company nor any other Investor has, nor will, incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the Agreements.</numbered_3_para>
<numbered_3_para>Tax Advisors.  The Investor has reviewed with its own tax advisors the tax consequences of this investment and the transactions contemplated by the Agreements. With respect to such matters, such Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Agreements.</numbered_3_para>
<numbered_3_para>Legends.  The Investor understands and agrees that any notice of issuance referencing the Shares, or certificate evidencing the Shares or the Conversion Shares, or any other securities issued in respect of the Shares or the Conversion Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear the following legend (in addition to any legend required by the Shareholders' Agreement or under applicable state securities laws):</numbered_3_para>
<centered><span_smallcaps>The shares represented by this certificate are subject to and may only be sold, disposed of, or otherwise transferred in compliance with certain rights of first refusal and rights of co-sale as set forth in the Company's Articles of Association and in a Shareholders' Agreement entered into by the holder of these shares, the Company, and certain shareholders of the Company. No sale or transfer of these shares is valid if not facilitated by the Company.</span_smallcaps></centered>

<a_left_sidehead>Conditions to Investor’s Obligations to Close</a_left_sidehead>

<para_1>The Investor’s obligation to purchase the Shares at a Closing is subject to the fulfillment on or before the Closing of each of the following conditions, unless waived in writing by the applicable Investor purchasing the Shares in such Closing:</para_1>
<numbered_2_firstbold>Representations and Warranties.  The representations and warranties made by the Company in Section <xref to="reps_of_company"/> (as modified by the disclosures on the Schedule of Exceptions) shall be true and correct in all material respects as of the date of such Closing.</numbered_2_firstbold>
<numbered_2_firstbold>Covenants.  All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing shall have been performed or complied with in all material respects.</numbered_2_firstbold>
<numbered_2_firstbold>Amended Articles of Association.  The Articles of Association defining YC-AA Shares shall have been duly authorized, executed and filed with and accepted by the <?=data.parties.state_regulator[0].name ?>.</numbered_2_firstbold>
<numbered_2_firstbold>Shareholders' Agreement.  The Company and the Investor shall have executed and delivered the Shareholders' Agreement, if necessary through a Deed of Ratification and Accession.</numbered_2_firstbold>

<a_left_sidehead>Conditions to Company’s Obligation to Close</a_left_sidehead>

<para_1>The Company’s obligation to sell and issue the Shares at each Closing is subject to the fulfillment on or before such Closing of the following conditions, unless waived in writing by the Company:</para_1>
<numbered_2_firstbold>Representations and Warranties.  The representations and warranties made by the Investor in such Closing in Section <xref to="reps_of_investor"/> shall be true and correct when made and shall be true and correct in all material respects as of the date of such Closing.</numbered_2_firstbold>
<numbered_2_firstbold>Covenants.  All covenants, agreements and conditions contained in the Agreements to be performed by the Investor on or prior to the date of such Closing shall have been performed or complied with in all material respects as of the date of such Closing.</numbered_2_firstbold>
<numbered_2_firstbold>Compliance with Securities Laws.  The Company shall be satisfied that the offer and sale of the Shares and the Conversion Shares shall be qualified or exempt from registration or qualification under all applicable securities laws.</numbered_2_firstbold>
<numbered_2_firstbold>Amended Articles of Association. The Restated Certificate shall have been duly authorized, executed and filed with and accepted by the <?=data.parties.state_regulator[0].name?>.</numbered_2_firstbold>
<numbered_2_firstbold>Shareholders' Agreement.  The Company and the Investor shall have executed and delivered the Shareholders' Agreement, if necessary through a Deed of Ratification and Accession.</numbered_2_firstbold>

<a_left_sidehead>Miscellaneous</a_left_sidehead>

<numbered_2_firstbold>Amendment.  Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Investors holding a majority of the Ordinary Shares issued or issuable upon conversion of the Shares issued pursuant to this Agreement; provided, however, that Investors purchasing shares in a Closing after the Initial Closing may become parties to this Agreement in accordance with Section <xref to="closing"/> without any amendment of this Agreement pursuant to this paragraph or any consent or approval of any other Investor. Any such amendment, waiver, discharge or termination effected in accordance with this paragraph shall be binding upon each holder of any securities purchased under this Agreement at the time outstanding (including securities into which such securities have been converted or exchanged or for which such securities have been exercised) and each future holder of all such securities. Each Investor acknowledges that by the operation of this paragraph, the holders of a majority of the Ordinary Shares issued or issuable upon conversion of the Shares issued pursuant to this Agreement will have the right and power to diminish or eliminate all rights of such Investor under this Agreement.</numbered_2_firstbold>
<numbered_2_firstbold>Notices.  All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand or by messenger addressed:</numbered_2_firstbold>
<numbered_3_para>if to the Investor, at the Investor’s address, facsimile number or electronic mail address as shown in the Company’s records, as may be updated in accordance with the provisions hereof;</numbered_3_para>
<numbered_3_para>if to any other holder of any Shares or Conversion Shares, at such address, facsimile number or electronic mail address as shown in the Company’s records, or, until any such holder so furnishes an address, facsimile number or electronic mail address to the Company, then to and at the address of the last holder of such Shares or Conversion Shares for which the Company has contact information in its records; or</numbered_3_para>
<numbered_3_para>if to the Company, one copy should be sent to the Company at the address shown in <xref to="company_details"/>, or at such other address as the Company shall have furnished to the Investor.</numbered_3_para>
<para_1>With respect to any notice given by the Company under any provision of the Companies Act or the Company’s Articles of Association, each Investor agrees that such notice may be given by facsimile or by electronic mail.</para_1>
<para_2>Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered if delivered personally, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of postal mail, addressed and mailed as aforesaid or, if sent by facsimile, upon confirmation of facsimile transfer or, if sent by electronic mail, upon confirmation of delivery when directed to the electronic mail address set forth on the Schedule of Investors.</para_2>

<numbered_2_firstbold xname="medarb">Governing Law and Dispute Resolution</numbered_2_firstbold>
  <?!= include("inc_mediation_arbitration", data, { para_style : "numbered_3_para" } ) ?>

  <numbered_2_firstbold>Expenses.  The Company and the Investors shall each pay their own expenses in connection with the transactions contemplated by this Agreement.
Successors and Assigns.  This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by any Investor without the prior written consent of the Company. Any attempt by an Investor without such permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall be void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.</numbered_2_firstbold>
<numbered_2_firstbold>Entire Agreement.  This Agreement, including the exhibits attached hereto, constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein or therein.</numbered_2_firstbold>
<numbered_2_firstbold>Third Parties' Rights. Nothing in this Agreement is intended to grant to any third party any right to enforce any term of this Agreement or to confer on any third party any benefits under this Agreement for the purposes of the Contract (Rights of Third Parties) Chapter <span_smallcaps>53b</span_smallcaps> and any re-enactment thereof, the application of which legislation is hereby expressly excluded.</numbered_2_firstbold>
<numbered_2_firstbold>Delays or Omissions.  Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy of such non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative.</numbered_2_firstbold>
<numbered_2_firstbold>Severability.  If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.</numbered_2_firstbold>
<numbered_2_firstbold>Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.</numbered_2_firstbold>
<numbered_2_firstbold>Telecopy Execution and Delivery.  A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile, email, electronic signature service, or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.</numbered_2_firstbold>






  
  <chapter_header>Signatures</chapter_header>
  <para_1>IN WITNESS WHEREOF we have hereunto set our hand on <?= data.investment_agreement_date ?></para_1>
  <para_1><i>For and on behalf of the Company:</i></para_1>
<?!= include("inc_signature", data, data.company) ?>
  <para_1><i>For and on behalf of the Investor:</i></para_1>
<?!= include("inc_signature", data, data.new_investor) ?>




<schedule_header xname="company_details">Details of the Company</schedule_header>

<schedule_header xname="cap_table">Capitalization Table</schedule_header>

<para_1>After completion, the cap table of the Company should be as follows:</para_1>

<para_1><Table aid:table="table" aid:tcols="3" aid:trows="<?= activeRound.ordered_investors.length+1 ?>" xmlns:aid="http://ns.adobe.com/AdobeInDesign/4.0/">
<Cell aid:ccols="1" aid:ccolwidth="140" aid:crows="1" aid:table="cell" aid5:cellstyle="border_none"><cell_c>Name</cell_c></Cell>
<Cell aid:ccols="1" aid:ccolwidth="140" aid:crows="1" aid:table="cell" aid5:cellstyle="border_none"><cell_c>Address</cell_c></Cell>
<Cell aid:ccols="1" aid:ccolwidth="100" aid:crows="1" aid:table="cell" aid5:cellstyle="border_none"><cell_c>Holdings</cell_c></Cell>
<? activeRound.ordered_investors.forEach(function(hh) {
  xmLog(["after completion, ordered_investors has key %s", hh], 8);
  if (data._entitiesByName[hh] == undefined) { xmLog(["ordered_investors key %s is not defined in _entitiesByName!", hh], 4); }
  else { xmLog(["after completion, ordered_investors key %s has _entitiesByName with %s elements", Object.keys(data._entitiesByName[hh]).length], 8); }<commit_msg>debug the debugging<commit_after><?!= data.xml_declaration ?>
<?!= data.xmlRoot() ?>
<?!= include("inc_cover_2_parties", data, {cover_title:"Series YC-AA Preferred Share Purchase Agreement", disclaimer:true, party1:data.company, party2:data.new_investor}) ?>
<?!= include("inc_cover_jfdi", data, { }) ?>
<Firstpage_Sidebar>
<sidebar>This document records a <?=data.new_investor.new_commitment?> investment by <?=data.new_investor.name?> into <?=data.company.name?> in the form of Series YC-AA Convertible Preference Shares. This agreement is modeled on on the Series AA model documents published by Y Combinator.</sidebar>
</Firstpage_Sidebar>
<? var activeRound = data.capTable.getActiveRound(); ?>
<Story_Main>
  <chapter_header>YC-AA Share Purchase Agreement</chapter_header>

  <para_1><span_smallcaps>This agreement is made</span_smallcaps> this <? if (data.investment_agreement_date) { ?><?= data.investment_agreement_date ?><?} else {?><textvar name="Output Date" /><?}?> between:---</para_1>

  <parties><?!= include("inc_party", data, data.company) ?> (the "Company"); and</parties>
  <parties><?!= include("inc_party", data, data.new_investor) ?> (the "Investor")</parties>

  <para_1>hereinafter referred individually as <b>"a Party"</b> or collectively as <b>"the Parties"</b>.</para_1>

  <para_1><span_smallcaps>Whereas:</span_smallcaps></para_1>

  <recitals>The Company is a private company incorporated in Singapore limited by shares.</recitals>
  <recitals>The Investor and the Company desire and wish to enter into this Agreement to record and regulate an investment by the Investor into the Company.</recitals>
  <recitals>The investment takes the form of "Series YC-AA Convertible Preference Shares". The text of this agreement is based on model documents originally published by Y Combinator and subsequently adapted for Singapore law.</recitals>
  <recitals>The parties anticipate that, if all goes well, these shares will one day be converted to ordinary shares in preparation for an acquisition or an IPO.</recitals>
  <recitals>The issue of these shares may be part of a fundraising (the "Current Fundraising") in which YC-AA Shares are issued to multiple investors on essentially identical terms and on the same form as set forth herein, except that the Investor and Date of Issuance may differ in each case.</recitals>
  
  <para_1><span_smallcaps>The parties agree</span_smallcaps> as follows:</para_1>

  <a_left_sidehead xname="auth">Authorization, Sale and Issuance</a_left_sidehead>
  <numbered_2_firstbold>Authorization. The Company will, prior to the Initial Closing (as defined below), authorize</numbered_2_firstbold>
  <numbered_3_para>(if necessary) amendments to the Company's Articles of Association defining Series YC-AA Preferred Shares,</numbered_3_para>
  <numbered_3_para>the sale and issuance of up to <?=data.amount_raising?> worth of shares (the "Shares") of the Company’s Series YC-AA Preferred Shares, at <?=data.new_investor.price_per_share || data.price_per_share?> per share (the "Series AA Preferred"), having the rights, privileges, preferences and restrictions set forth in the Articles of Association of the Company, in substantially the form attached hereto as <xref to="articles_of_association" />, and</numbered_3_para>
  <numbered_3_para>the future issue of Ordinary Shares upon conversion of the Shares (the "Conversion Shares"), pursuant to Section 161 of the Companies Act.</numbered_3_para>

  <numbered_2_firstbold xname="sale">Sale and Issuance of Shares. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase, and the Company agrees to sell and issue to the Investor, <?= data.new_investor.num_new_shares ?> YC-AA Preferred Shares, at a cash purchase price of <?= data.new_investor.price_per_share || data.price_per_share ?> per share (the "Purchase Price"). The Current Fundraising may include other investors. The Company’s agreement with each investor is a separate agreement, and the sale and issuance of the Shares to each investor is a separate sale and issuance.</numbered_2_firstbold>

  <a_left_sidehead xname="lp">Liquidation Preference</a_left_sidehead>

  <para_1>The Liquidation Preference on the Shares shall be <?= data.liquidation_preference ?> <?=plural(data.liquidation_preference, "times", "time")?> the price paid.</para_1>
  
  <a_left_sidehead xname="closing_delivery">Closing Dates and Delivery</a_left_sidehead>

  <numbered_2_firstbold xname="closing">Closing.</numbered_2_firstbold>
  <numbered_3_para>The purchase, sale and issuance of the Shares shall take place at one or more closings (each of which is referred to in this Agreement as a "Closing"). The initial Closing (the "Initial Closing") shall take place at the Company’s offices at <?=newlinesToCommas(data.company.closing_address||data.company.address)?>, at <?=data.initial_closing_time?> local time on <?=data.initial_closing_date?>, or such other date as the Company determines in its sole discretion.</numbered_3_para>
  <numbered_3_para>If less than all of the Shares are sold and issued at the Initial Closing, then, subject to the terms and conditions of this Agreement, the Company may sell and issue at one or more subsequent closings (each, a "Subsequent Closing"), within 120 days after the Initial Closing, up to the balance of the unissued Shares to such persons or entities as may be approved by the Company in its sole discretion. Any such sale and issuance in a Subsequent Closing shall be on the same terms and conditions as those contained herein, and such persons or entities shall, upon execution and delivery of the relevant signature pages, become parties to, and be bound by, this Agreement and the Shareholders' Agreement dated <?=data.shareholders_agreement_date?> in substantially the form attached hereto as <xref to="shareholders_agreement" /> (the "Shareholders' Agreement," and together with this Agreement, the "Agreements"), without the need for an amendment to any of the Agreements except to add such person’s or entity’s name to the appropriate exhibit to such Agreements, and shall have the rights and obligations hereunder and thereunder, in each case as of the date of the applicable Subsequent Closing. Each Subsequent Closing shall take place at such date, time and place as shall be approved by the Company in its sole discretion.</numbered_3_para>
  <numbered_3_para>Immediately after each Closing, the Schedule of Investors and Capitalization Table will be amended to list the investors purchasing Shares hereunder and the number of Shares issued to each Investor hereunder at each such Closing. The Company will furnish to each Investor copies of the amendments to the Schedule of Investors and Capitalization Table referred to in the preceding sentence.</numbered_3_para>

  <numbered_2_firstbold>Delivery. At each Closing, the Company will issue the Shares to the Investor by entering such Shares in the Investor’s name as of such date in the books and records of the Company, against payment of the purchase price therefor as set forth in the column designated "Purchase Price" opposite such Investor’s name on the Schedule of Investors, by (a) check payable to the Company, (b) wire transfer in accordance with the Company’s instructions, (c) cancellation of indebtedness or (d) any combination of the foregoing.  As promptly thereafter as practicable, the Company will deliver to the each Investor a notice of issuance reflecting the uncertificated Shares, or a share certificate registered in the name of each such Investor reflecting the Shares. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company.</numbered_2_firstbold>

<?!= include("inc_assignment", data, { consent_article: "20.3.4" }) ?>

<a_left_sidehead xname="reps_of_company">Representations and Warranties of the Company</a_left_sidehead>

<para_1>A Schedule of Exceptions, if necessary, shall be delivered to the Investor in connection with each Closing. Except as set forth on the Schedule of Exceptions delivered to the Investor at the applicable Closing, the Company hereby represents and warrants to the Investor as follows:</para_1>

<numbered_2_firstbold>Organization, Good Standing and Qualification.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the Republic of Singapore. The Company has the requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted, to execute and deliver the Agreements, to issue and sell the Shares and the Conversion Shares and to perform its obligations pursuant to the Agreements and the Articles of Association relating to the YC-AA Shares. The Company is presently qualified to do business as a foreign corporation in each jurisdiction where the failure to be so qualified could reasonably be expected to have a material adverse effect on the Company’s financial condition or business as now conducted (a "Material Adverse Effect").</numbered_2_firstbold>

<numbered_2_firstbold>Capitalization</numbered_2_firstbold>
<!-- TODO: fix this so that if some of these security types do not exist, we do not die when looking for a TOTAL. we should just omit from mentioning. -->
<numbered_3_para>Immediately prior to the Initial Closing, the fully diluted capital of the Company will consist of <?= digitCommas_(activeRound.by_security_type["Ordinary Shares"].TOTAL) ?> ordinary shares, <?= digitCommas_(activeRound.by_security_type["Class F Shares"].TOTAL) ?> Class F Redeemable Convertible Preference Shares both issued and reserved, and <?= digitCommas_(activeRound.by_security_type["Series YC-AA Shares"] ? activeRound.by_security_type["Series YC-AA Shares"].TOTAL : 0) ?> YC-AA Preferred Shares. These shares shall have the rights, preferences, privileges and restrictions set forth in <xref to="articles_of_association" />.</numbered_3_para>
<numbered_3_para>The outstanding shares have been duly authorized and validly issued in compliance with applicable laws, and are fully paid and nonassessable.</numbered_3_para>
<? if (data.parties.esop) { ?>
<numbered_3_para>The Company's ESOP consists of a total of <?= data.parties.esop[0].num_shares ?> shares, of which <?= digitCommas_(data.parties.esop[0]._orig_num_shares - activeRound.old_investors["ESOP"].shares) ?> have been issued and <?= digitCommas_(activeRound.old_investors["ESOP"].shares)?> remain reserved.</numbered_3_para>
<? } ?>
<numbered_3_para>The Shares, when issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Conversion Shares have been duly and validly approved and, when issued in compliance with the provisions of this Agreement, the Articles of Association and applicable law, will be validly issued, fully paid and nonassessable. The Shares and the Conversion Shares will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the Investor; provided, however, that the Shares and the Conversion Shares are subject to restrictions on transfer under the Articles of Association, under securities laws, and as set forth herein and in the Shareholders' Agreement. Except as set forth in the Shareholders' Agreement and the Articles of Association, the Shares and the Conversion Shares are not subject to any preemptive rights or rights of first refusal.</numbered_3_para>

<numbered_2_firstbold>Authorization.  All corporate action on the part of the Company and its directors, officers and members necessary for the authorization, execution and delivery of the Agreements by the Company, the authorization, sale, issuance and delivery of the Shares and the Conversion Shares, and the performance of all of the Company’s obligations under the Agreements has been taken or will be taken prior to the Initial Closing. The Agreements, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.</numbered_2_firstbold>

<numbered_2_firstbold>Financial Statements. <? if(data.financial_statements=="newco"){?>The Company was recently formed, has not yet begun significant operations, and has not prepared any financial statements.<?}else{?>
The most recent financial statements of the Company are annexed.<?}?></numbered_2_firstbold>

<numbered_2_firstbold>Material Contracts.  All of the Company’s agreements and contracts in effect as of the date of this Agreement with a value in excess of <?=data.material_contract_minimum || "$25,000" ?> and all other contracts deemed material by the Company are as set forth in the Schedule of Exceptions (the "Material Contracts").  The Material Contracts are, to the Company’s knowledge, valid, binding and in full force and effect in all material respects, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law governing specific performance, injunctive relief and other equitable remedies.</numbered_2_firstbold>

<numbered_2_firstbold>Intellectual Property.  To the knowledge of the Company (without having conducted any special investigation or patent search), the Company owns or possesses or can obtain on commercially reasonable terms sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise), information, processes and similar proprietary rights ("Intellectual Property") necessary to the business of the Company as presently conducted, the lack of which could reasonably be expected to have a Material Adverse Effect.  Except for agreements with its own employees, volunteers, or consultants, standard end-user license agreements, support/maintenance agreements and agreements entered in the ordinary course of the Company’s business, there are no outstanding options, licenses or agreements relating to the Intellectual Property, and the Company is not bound by or a party to any options, licenses or agreements with respect to the Intellectual Property of any other person or entity. The Company has not received any written communication alleging that the Company has violated any of the Intellectual Property of any other person or entity.</numbered_2_firstbold>

<numbered_2_firstbold>Proprietary Information and Invention Assignment.  Each technical and senior managerial employee or founder of the Company has executed a confidential information and invention assignment agreement.  To the knowledge of the Company, no such employee is in violation of such confidential information and invention assignment agreement.</numbered_2_firstbold>

<numbered_2_firstbold>Title to Properties and Assets; Liens.  The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than (i) liens for current taxes not yet due and payable, (ii) liens imposed by law and incurred in the ordinary course of business for obligations not past due, (iii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation, and (iv) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject thereto or have a Material Adverse Effect, and which have not arisen otherwise than in the ordinary course of business.</numbered_2_firstbold>

<numbered_2_firstbold>Compliance with Other Instruments.  The Company is not in violation of any material term of its Articles as Association, each as amended to date, or, to the Company’s knowledge, in any material respect of any term or provision of any material indebtedness, contract or agreement to which it is party which would have a Material Adverse Effect. To the Company’s knowledge, the Company is not in violation of any statute, rule or regulation applicable to the Company the violation of which would have a Material Adverse Effect. The execution and delivery of the Agreements by the Company, the performance by the Company of its obligations pursuant to the Agreements, and the issuance of the Shares and the Conversion Shares, will not result in any material violation of, or materially conflict with, or constitute a material default under, the Company’s Articles of Association, each as may be amended to date.</numbered_2_firstbold>

<numbered_2_firstbold>Tax Returns and Payments.  The Company has timely filed all tax returns required by appropriate governmental agencies, except where the failure to do so would not have a Material Adverse Effect. These returns and reports are true and correct in all material respects. All taxes shown to be due and payable on such returns, any assessments imposed, and, to the Company’s knowledge, all other taxes due and payable by the Company on or before the Initial Closing have been paid or will be paid prior to the time they become delinquent.</numbered_2_firstbold>

<a_left_sidehead xname="reps_of_investor">Representations and Warranties of the Investor</a_left_sidehead>

<para_1>The Investor hereby represents and warrants to the Company as follows:</para_1>

<?if (! data.skip_investment_intent){ // if you have an authorization_for_transfer then you should set skip_investment_intent=true ?>
<numbered_2_firstbold>Investment Intent. The Investor is acquiring the Shares and the Conversion Shares, for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and that such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Investor further represents that it does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to any of the Shares or the Conversion Shares.</numbered_2_firstbold>
<?}?>

<numbered_2_firstbold>Investment Experience. The Investor has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and acknowledges that such Investor can protect its own interests. The Investor has such knowledge and experience in financial and business matters so that such Investor is capable of evaluating the merits and risks of its investment in the Company.</numbered_2_firstbold>

<numbered_2_firstbold>Speculative Nature of Investment.  The Investor understands and acknowledges that the Company has a limited financial and operating history and that an investment in the Company is highly speculative and involves substantial risks. The Investor can bear the economic risk of such Investor’s investment and is able, without impairing such Investor’s financial condition, to hold the Shares and the Conversion Shares for an indefinite period of time and to suffer a complete loss of such Investor’s investment.</numbered_2_firstbold>

<numbered_2_firstbold>Access to Data.  The Investor has had an opportunity to ask questions of, and receive answers from, the officers of the Company concerning the Agreements, the exhibits and schedules attached hereto and thereto and the transactions contemplated by the Agreements, as well as the Company’s business, management and financial affairs, which questions were answered to its satisfaction. The Investor believes that it has received all the information such Investor considers necessary or appropriate for deciding whether to purchase the Shares and the Conversion Shares. The Investor understands that such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description. The Investor acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results. The Investor also acknowledges that it is not relying on any statements or representations of the Company or its agents for legal advice with respect to this investment or the transactions contemplated by the Agreements.</numbered_2_firstbold>

<? if(data.new_investor.accredited_investor == true){ ?>
<numbered_2_firstbold>Accredited Investor.  The Investor is an "accredited investor" within the meaning of Section 4A(1)(a) of the Securities and Futures Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company.</numbered_2_firstbold>
<? } ?>

<numbered_2_firstbold>Residency.  The residency of the Investor (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the Schedule of Investors.</numbered_2_firstbold>

<numbered_2_firstbold>No Public Market.  The Investor understands and acknowledges that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company’s securities.</numbered_2_firstbold>

<numbered_2_firstbold>Authorization</numbered_2_firstbold>
<numbered_3_para>The Investor has all requisite power and authority to execute and deliver the Agreements, to purchase the Shares hereunder and to carry out and perform its obligations under the terms of the Agreements. All action on the part of the Investor necessary for the authorization, execution, delivery and performance of the Agreements, and the performance of all of the Investor’s obligations under the Agreements, has been taken or will be taken prior to the Closing.</numbered_3_para>
<numbered_3_para>The Agreements, when executed and delivered by the Investor, will constitute valid and legally binding obligations of the Investor, enforceable in accordance with their terms except: (i) to the extent that any indemnification provisions may be limited by applicable law and principles of public policy, (ii) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (iii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.</numbered_3_para>
<numbered_3_para>No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by the Investor in connection with the execution and delivery of the Agreements by the Investor or the performance of the Investor’s obligations hereunder or thereunder.</numbered_3_para>
<numbered_3_para>Brokers or Finders.  The Investor has not engaged any brokers, finders or agents, and neither the Company nor any other Investor has, nor will, incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the Agreements.</numbered_3_para>
<numbered_3_para>Tax Advisors.  The Investor has reviewed with its own tax advisors the tax consequences of this investment and the transactions contemplated by the Agreements. With respect to such matters, such Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Agreements.</numbered_3_para>
<numbered_3_para>Legends.  The Investor understands and agrees that any notice of issuance referencing the Shares, or certificate evidencing the Shares or the Conversion Shares, or any other securities issued in respect of the Shares or the Conversion Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear the following legend (in addition to any legend required by the Shareholders' Agreement or under applicable state securities laws):</numbered_3_para>
<centered><span_smallcaps>The shares represented by this certificate are subject to and may only be sold, disposed of, or otherwise transferred in compliance with certain rights of first refusal and rights of co-sale as set forth in the Company's Articles of Association and in a Shareholders' Agreement entered into by the holder of these shares, the Company, and certain shareholders of the Company. No sale or transfer of these shares is valid if not facilitated by the Company.</span_smallcaps></centered>

<a_left_sidehead>Conditions to Investor’s Obligations to Close</a_left_sidehead>

<para_1>The Investor’s obligation to purchase the Shares at a Closing is subject to the fulfillment on or before the Closing of each of the following conditions, unless waived in writing by the applicable Investor purchasing the Shares in such Closing:</para_1>
<numbered_2_firstbold>Representations and Warranties.  The representations and warranties made by the Company in Section <xref to="reps_of_company"/> (as modified by the disclosures on the Schedule of Exceptions) shall be true and correct in all material respects as of the date of such Closing.</numbered_2_firstbold>
<numbered_2_firstbold>Covenants.  All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing shall have been performed or complied with in all material respects.</numbered_2_firstbold>
<numbered_2_firstbold>Amended Articles of Association.  The Articles of Association defining YC-AA Shares shall have been duly authorized, executed and filed with and accepted by the <?=data.parties.state_regulator[0].name ?>.</numbered_2_firstbold>
<numbered_2_firstbold>Shareholders' Agreement.  The Company and the Investor shall have executed and delivered the Shareholders' Agreement, if necessary through a Deed of Ratification and Accession.</numbered_2_firstbold>

<a_left_sidehead>Conditions to Company’s Obligation to Close</a_left_sidehead>

<para_1>The Company’s obligation to sell and issue the Shares at each Closing is subject to the fulfillment on or before such Closing of the following conditions, unless waived in writing by the Company:</para_1>
<numbered_2_firstbold>Representations and Warranties.  The representations and warranties made by the Investor in such Closing in Section <xref to="reps_of_investor"/> shall be true and correct when made and shall be true and correct in all material respects as of the date of such Closing.</numbered_2_firstbold>
<numbered_2_firstbold>Covenants.  All covenants, agreements and conditions contained in the Agreements to be performed by the Investor on or prior to the date of such Closing shall have been performed or complied with in all material respects as of the date of such Closing.</numbered_2_firstbold>
<numbered_2_firstbold>Compliance with Securities Laws.  The Company shall be satisfied that the offer and sale of the Shares and the Conversion Shares shall be qualified or exempt from registration or qualification under all applicable securities laws.</numbered_2_firstbold>
<numbered_2_firstbold>Amended Articles of Association. The Restated Certificate shall have been duly authorized, executed and filed with and accepted by the <?=data.parties.state_regulator[0].name?>.</numbered_2_firstbold>
<numbered_2_firstbold>Shareholders' Agreement.  The Company and the Investor shall have executed and delivered the Shareholders' Agreement, if necessary through a Deed of Ratification and Accession.</numbered_2_firstbold>

<a_left_sidehead>Miscellaneous</a_left_sidehead>

<numbered_2_firstbold>Amendment.  Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Investors holding a majority of the Ordinary Shares issued or issuable upon conversion of the Shares issued pursuant to this Agreement; provided, however, that Investors purchasing shares in a Closing after the Initial Closing may become parties to this Agreement in accordance with Section <xref to="closing"/> without any amendment of this Agreement pursuant to this paragraph or any consent or approval of any other Investor. Any such amendment, waiver, discharge or termination effected in accordance with this paragraph shall be binding upon each holder of any securities purchased under this Agreement at the time outstanding (including securities into which such securities have been converted or exchanged or for which such securities have been exercised) and each future holder of all such securities. Each Investor acknowledges that by the operation of this paragraph, the holders of a majority of the Ordinary Shares issued or issuable upon conversion of the Shares issued pursuant to this Agreement will have the right and power to diminish or eliminate all rights of such Investor under this Agreement.</numbered_2_firstbold>
<numbered_2_firstbold>Notices.  All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand or by messenger addressed:</numbered_2_firstbold>
<numbered_3_para>if to the Investor, at the Investor’s address, facsimile number or electronic mail address as shown in the Company’s records, as may be updated in accordance with the provisions hereof;</numbered_3_para>
<numbered_3_para>if to any other holder of any Shares or Conversion Shares, at such address, facsimile number or electronic mail address as shown in the Company’s records, or, until any such holder so furnishes an address, facsimile number or electronic mail address to the Company, then to and at the address of the last holder of such Shares or Conversion Shares for which the Company has contact information in its records; or</numbered_3_para>
<numbered_3_para>if to the Company, one copy should be sent to the Company at the address shown in <xref to="company_details"/>, or at such other address as the Company shall have furnished to the Investor.</numbered_3_para>
<para_1>With respect to any notice given by the Company under any provision of the Companies Act or the Company’s Articles of Association, each Investor agrees that such notice may be given by facsimile or by electronic mail.</para_1>
<para_2>Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered if delivered personally, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of postal mail, addressed and mailed as aforesaid or, if sent by facsimile, upon confirmation of facsimile transfer or, if sent by electronic mail, upon confirmation of delivery when directed to the electronic mail address set forth on the Schedule of Investors.</para_2>

<numbered_2_firstbold xname="medarb">Governing Law and Dispute Resolution</numbered_2_firstbold>
  <?!= include("inc_mediation_arbitration", data, { para_style : "numbered_3_para" } ) ?>

  <numbered_2_firstbold>Expenses.  The Company and the Investors shall each pay their own expenses in connection with the transactions contemplated by this Agreement.
Successors and Assigns.  This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by any Investor without the prior written consent of the Company. Any attempt by an Investor without such permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall be void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.</numbered_2_firstbold>
<numbered_2_firstbold>Entire Agreement.  This Agreement, including the exhibits attached hereto, constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein or therein.</numbered_2_firstbold>
<numbered_2_firstbold>Third Parties' Rights. Nothing in this Agreement is intended to grant to any third party any right to enforce any term of this Agreement or to confer on any third party any benefits under this Agreement for the purposes of the Contract (Rights of Third Parties) Chapter <span_smallcaps>53b</span_smallcaps> and any re-enactment thereof, the application of which legislation is hereby expressly excluded.</numbered_2_firstbold>
<numbered_2_firstbold>Delays or Omissions.  Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy of such non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative.</numbered_2_firstbold>
<numbered_2_firstbold>Severability.  If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.</numbered_2_firstbold>
<numbered_2_firstbold>Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.</numbered_2_firstbold>
<numbered_2_firstbold>Telecopy Execution and Delivery.  A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile, email, electronic signature service, or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.</numbered_2_firstbold>






  
  <chapter_header>Signatures</chapter_header>
  <para_1>IN WITNESS WHEREOF we have hereunto set our hand on <?= data.investment_agreement_date ?></para_1>
  <para_1><i>For and on behalf of the Company:</i></para_1>
<?!= include("inc_signature", data, data.company) ?>
  <para_1><i>For and on behalf of the Investor:</i></para_1>
<?!= include("inc_signature", data, data.new_investor) ?>




<schedule_header xname="company_details">Details of the Company</schedule_header>

<schedule_header xname="cap_table">Capitalization Table</schedule_header>

<para_1>After completion, the cap table of the Company should be as follows:</para_1>

<para_1><Table aid:table="table" aid:tcols="3" aid:trows="<?= activeRound.ordered_investors.length+1 ?>" xmlns:aid="http://ns.adobe.com/AdobeInDesign/4.0/">
<Cell aid:ccols="1" aid:ccolwidth="140" aid:crows="1" aid:table="cell" aid5:cellstyle="border_none"><cell_c>Name</cell_c></Cell>
<Cell aid:ccols="1" aid:ccolwidth="140" aid:crows="1" aid:table="cell" aid5:cellstyle="border_none"><cell_c>Address</cell_c></Cell>
<Cell aid:ccols="1" aid:ccolwidth="100" aid:crows="1" aid:table="cell" aid5:cellstyle="border_none"><cell_c>Holdings</cell_c></Cell>
<? activeRound.ordered_investors.forEach(function(hh) {
  xmLog(["after completion, ordered_investors has key %s", hh], 8);
  if (data._entitiesByName[hh] == undefined) { xmLog(["ordered_investors key %s is not defined in _entitiesByName!", hh], 4); }
  else { xmLog(["after completion, ordered_investors key %s has _entitiesByName with %s elements", hh, Object.keys(data._entitiesByName[hh]).length], 8); }
{'fraction_non_alphanumeric': 0.051004979274746474, 'fraction_numerical': 0.005370317265830705, 'mean_word_length': 5.710899230230931, 'pattern_counts': {'":': 0, '<': 573, '<?xml version=': 0, '>': 571, 'https://': 0, 'lorem ipsum': 0, 'www.': 0, 'xml': 6}, 'pii_count': 0, 'substrings_counts': 0, 'word_list_counts': {'cursed_substrings.json': 0, 'profanity_word_list.json': 0, 'sexual_word_list.json': 0, 'zh_pornsignals.json': 0}}
{'dir': 'git-commits-cleaned', 'id': '2392336', 'n_tokens_mistral': 19233, 'n_tokens_neox': 17881, 'n_words': 10145}