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1. Parties: Identification of the company and investor(s)
2. Background: Context of the investment and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Investment Amount: Specifies the amount being invested and payment terms
5. Equity Rights: Details of conversion rights and triggering events
6. Conversion Mechanics: Process and calculations for converting to equity
7. Company Representations: Standard company warranties and representations
8. Investor Representations: Investor warranties including accredited investor status
9. Governing Law: Applicable jurisdiction and dispute resolution
1. Pro-rata Rights: Right to participate in future rounds - typically included for larger investors requiring future participation rights
2. Information Rights: Rights to receive financial information - typically included for sophisticated investors requiring regular updates
3. Board Observer Rights: Right to attend board meetings - typically included for strategic investors requiring closer involvement
4. Most Favored Nation: Protection against better terms given to other investors - typically included for early investors requiring protection against future terms
1. Cap Table: Current capitalization of the company
2. Investor Questionnaire: Accredited investor verification form
3. Disclosure Schedule: Exceptions to company representations
4. Form of Stockholder Agreement: Rights and obligations post-conversion
5. Conversion Calculations: Detailed methodology for conversion calculations
Board
Change of Control
Common Stock
Company
Conversion Price
Conversion Rights
Conversion Shares
Conversion Trigger
Deemed Liquidation Event
Equity Securities
Fair Market Value
Fully Diluted Capitalization
Holder
Investment Amount
Investor
IPO
Liquidation Event
Material Adverse Effect
Next Equity Financing
Original Issue Date
Preferred Stock
Pre-Money Valuation
Qualified Financing
Securities Act
Series A Preferred Stock
Stockholder Agreement
Transfer
Valuation Cap
Conversion Rights
Anti-dilution Protection
Participation Rights
Information Rights
Pre-emptive Rights
Tag-along Rights
Drag-along Rights
Board Rights
Representations and Warranties
Confidentiality
Assignment and Transfer
Amendments and Waivers
Most Favored Nation
Rights of First Refusal
Co-sale Rights
Registration Rights
Voting Rights
Liquidation Preferences
Exit Rights
Dispute Resolution
Governing Law
Notices
Termination
Indemnification
Survival
Further Assurances
Severability
Entire Agreement
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