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Equity Ownership Agreement
"I need an Equity Ownership Agreement for my tech startup to issue 15% ownership to a new angel investor, including standard drag-along rights and a 4-year vesting schedule with a one-year cliff, to be completed by March 2025."
1. Parties: Identification and details of all parties involved in the agreement
2. Background: Context and purpose of the agreement, including company structure and existing ownership
3. Definitions: Key terms used throughout the agreement
4. Equity Interest: Details of ownership interest being transferred or issued
5. Purchase Price and Payment: Terms of consideration and payment structure
6. Representations and Warranties: Statements of fact and assurances from all parties
7. Transfer Restrictions: Limitations on transfer of equity interests
8. Governing Law: Jurisdiction and applicable law
1. Tag-Along Rights: Right of minority shareholders to join in sale of majority stake - include when protecting minority shareholders
2. Drag-Along Rights: Right of majority shareholders to force minority to join in sale - include when majority shareholders need exit flexibility
3. Right of First Refusal: Priority rights to purchase shares before third-party sales - include when controlling future ownership composition
4. Vesting Provisions: Schedule of equity rights vesting over time - include when equity is tied to employment or performance
1. Cap Table: Current and pro-forma capitalization of the company
2. Share Certificates: Copies of share certificates or ownership documentation
3. Corporate Documents: Relevant corporate resolutions and authorizations
4. Disclosure Schedule: Exceptions to representations and warranties
5. Vesting Schedule: Details of any applicable vesting arrangements
Authors
Board
Business Day
Company
Closing
Closing Date
Common Stock
Confidential Information
Directors
Effective Date
Encumbrance
Equity Securities
Fair Market Value
Fiscal Year
Governmental Authority
Law
Liens
Material Adverse Effect
New Securities
Officers
Ordinary Course of Business
Permitted Transferee
Person
Preferred Stock
Pro Rata Share
Purchase Price
Purchaser
Securities Act
Seller
Shares
Shareholders
Subsidiary
Tag-Along Rights
Transfer
Transferor
Voting Securities
Transfer Restrictions
Rights of First Refusal
Tag-Along Rights
Drag-Along Rights
Preemptive Rights
Board Representation
Voting Rights
Dividend Rights
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Registration Rights
Exit Rights
Put and Call Options
Representations and Warranties
Indemnification
Term and Termination
Dispute Resolution
Governing Law
Assignment
Notices
Amendment and Waiver
Severability
Entire Agreement
Force Majeure
Anti-Dilution Protection
Share Transfer Mechanics
Liquidation Preferences
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