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1. Parties: Identification of the company and investors participating in the equity financing
2. Background: Context of the investment, company's current status, and purpose of the agreement
3. Definitions: Key terms and their meanings used throughout the agreement
4. Purchase and Sale of Shares: Details of the investment transaction including number and class of shares
5. Purchase Price: Investment amount, price per share, and payment terms
6. Representations and Warranties of the Company: Company's statements of fact and assurances regarding its business, operations, and legal status
7. Representations and Warranties of the Investors: Investors' statements regarding their investment capacity and eligibility
8. Closing Conditions: Requirements that must be met before the investment can be completed
9. Covenants: Ongoing obligations of the parties after closing
10. Information Rights: Investors' rights to receive company information and financial reports
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Miscellaneous: Standard legal provisions including governing law, notices, and amendments
1. Pre-emptive Rights: Rights of existing shareholders to maintain their ownership percentage in future financing rounds
2. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares by majority shareholders
3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale
4. Anti-dilution Provisions: Protection mechanisms for investors against future down rounds
5. Board Composition: Rights regarding the appointment of directors and board structure
6. Registration Rights: Rights of investors to require the company to register their shares for public trading
1. Schedule A - Capitalization Table: Current and post-investment ownership structure of the company
2. Schedule B - Disclosure Schedule: Exceptions and qualifications to the company's representations and warranties
3. Schedule C - Form of Stockholders Agreement: Agreement governing the relationship between shareholders
4. Schedule D - Corporate Documents: Certificate of incorporation, bylaws, and relevant board resolutions
5. Schedule E - Financial Statements: Current financial position of the company including balance sheet and income statement
6. Schedule F - Investment Rights Agreement: Details of specific rights granted to investors
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