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1. Parties: Identification and details of all parties to the agreement
2. Background: Context and purpose of the equity agreement
3. Definitions: Key terms and their meanings used tHRoughout the agreement
4. Subscription Details: Number of shares, class, price, and payment terms
5. Representations and Warranties: Statements of fact and assurances from all parties
6. Transfer Restrictions: Limitations on share transfers and right of first refusal provisions
7. Governance Rights: Voting rights and management participation
8. Term and Termination: Duration and conditions for termination
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares - include when protecting minority shareholders
2. Drag-Along Rights: Rights of majority shareholders to force minority participation in sale - include when majority shareholders need exit flexibility
3. Anti-dilution Provisions: Protection against equity dilution - include when investors require dilution protection
4. Employee Matters: Provisions related to employee equity participation - include when agreement includes employee equity components
1. Share Capital Structure: Details of existing and post-investment share capital
2. Shareholders List: Complete list of shareholders and their holdings
3. Company Constitution: Copy of the company's constitution or amendments
4. Disclosure Schedule: Exceptions to representations and warranties
5. Calculation Methods: Formulas for share pricing, anti-dilution, etc.
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