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1. Parties: Identification of all parties to the agreement, including investors, investee company, and any guarantors
2. Background: Context of the investment, brief description of the business, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Details of the investment amount, type of securities, valuation, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before the investment is made
6. Completion: Process and requirements for closing the investment
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Investor Rights: Rights granted to investors, including voting rights, board representation, and information rights
9. Transfer Restrictions: Limitations on transfer of securities and right of first refusal provisions
10. Reserved Matters: Decisions requiring investor approval
11. Covenants: Ongoing obligations of the parties
12. Exit Rights: Provisions for exit including drag-along and tag-along rights
13. Events of Default: Circumstances constituting default and consequences
14. Confidentiality: Obligations regarding confidential information
15. Dispute Resolution: Mechanism for resolving disputes, including jurisdiction and governing law
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Anti-dilution Rights: Protection against dilution of investor's shareholding - include for minority investors
2. Put Option: Right to force company/promoters to buy back shares - include for investments with agreed exit timelines
3. Foreign Exchange Provisions: Specific provisions dealing with foreign currency - include for foreign investors
4. Shareholder Loans: Terms of any accompanying shareholder loans - include if investment includes debt component
5. Employee Stock Options: Provisions regarding ESOP pool - include if company has/plans employee stock options
6. Strategic Rights: Special rights for strategic investors - include for strategic rather than financial investors
7. Government Approvals: Specific provisions regarding regulatory approvals - include for regulated sectors
8. Environmental Compliance: Environmental protection obligations - include for manufacturing/industrial investments
1. Schedule 1 - Capital Structure: Details of company's share capital and shareholding pattern pre and post investment
2. Schedule 2 - Conditions Precedent: Detailed list of conditions to be satisfied before completion
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion
4. Schedule 4 - Warranties: Detailed warranties given by the company and promoters
5. Schedule 5 - Reserved Matters: Comprehensive list of matters requiring investor approval
6. Schedule 6 - Business Plan: Agreed business plan and financial projections
7. Schedule 7 - Key Management: Details of key management personnel and their terms of employment
8. Appendix A - Deed of Adherence: Form of deed for new shareholders joining the agreement
9. Appendix B - Corporate Authorizations: Forms of corporate approvals required
10. Appendix C - Disclosure Letter: Exceptions and qualifications to the warranties
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