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1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new investors
2. Background: Context of the agreement, including company history, purpose of investment, and current shareholding structure
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Subscription for Shares: Details of share subscription, including number, class, and price of shares being issued
5. Payment and Issue of Shares: Terms and conditions of payment for shares and process for share issuance
6. Warranties and Representations: Warranties given by the company and existing shareholders regarding the business and shares
7. Pre-emptive Rights: Rights of existing shareholders regarding future share issues and transfers
8. Transfer Restrictions: Limitations and conditions on the transfer of shares
9. Tag-Along and Drag-Along Rights: Rights of shareholders to participate in or be forced to join in share sales
10. Board Representation: Rights to appoint directors and board governance matters
11. Reserved Matters: Decisions requiring special shareholder approval
12. Confidentiality: Obligations regarding confidential information
13. Dispute Resolution: Process for resolving disputes between parties
14. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. BEE Compliance: Specific provisions relating to Broad-Based Black Economic Empowerment requirements and compliance
2. Anti-dilution Protection: Provisions protecting investors from dilution in future funding rounds
3. Employee Share Scheme: Details of any employee share ownership program or related provisions
4. Dividend Policy: Specific provisions regarding dividend declarations and payments
5. Exit Provisions: Detailed procedures and rights relating to company sale or IPO
6. Founders' Commitments: Specific obligations and restrictions on founders, including non-compete and full-time commitment
7. Exchange Control Provisions: Required when foreign investors are involved, detailing compliance with South African exchange control regulations
8. Intellectual Property Rights: Specific provisions regarding IP ownership and protection, particularly relevant for technology startups
1. Share Capital Structure: Detailed breakdown of company's share capital before and after investment
2. Shareholding Details: Complete list of shareholders and their respective shareholdings
3. Company Information: Key company details including registration number, registered address, and directors
4. Warranties: Detailed warranties given by the company and existing shareholders
5. Reserved Matters List: Comprehensive list of decisions requiring special approval
6. Form of Deed of Adherence: Template for new shareholders to become bound by the agreement
7. Business Plan: Company's business plan and financial projections
8. Valuation Details: Information and calculations related to company valuation
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