1. Tag-Along Rights: Used when existing shareholders require protection in case of future share sales

2. Drag-Along Rights: Included when majority shareholders want the right to force minority shareholders to join in the sale of shares

3. Anti-Dilution Protection: Added when investors require protection against future dilution of their shareholding

4. Board Representation: Included when investors are to be granted board representation rights

5. Information Rights: Details specific information rights granted to investors beyond statutory requirements

6. Pre-emptive Rights: Used when investors are to be granted rights to participate in future funding rounds

7. Exit Provisions: Included when specific exit mechanisms or requirements need to be established

8. Restrictive Covenants: Added when specific business operation restrictions are required

1. Schedule 1: Company Information: Detailed information about the issuing company, including corporate structure and capitalization

2. Schedule 2: Subscription Details: Detailed breakdown of securities being issued, including rights and preferences

3. Schedule 3: Conditions Precedent: Comprehensive list of all conditions that must be met before closing

4. Schedule 4: Warranties: Detailed warranties given by the issuer regarding the company and its business

5. Schedule 5: Investor Warranties: Warranties given by the investor, including sophistication and financial capacity

6. Schedule 6: Disclosure Schedule: Exceptions and qualifications to the warranties

7. Appendix A: Form of Shareholders Agreement: Draft or key terms of the shareholders agreement to be entered into

8. Appendix B: Required Resolutions: Forms of corporate resolutions required to implement the placement

9. Appendix C: Compliance Certificates: Forms of compliance certificates required at closing