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Equity Contribution Agreement
"I need an Equity Contribution Agreement for a Canadian technology startup receiving a $5 million investment from a venture capital firm in March 2025, with specific provisions for board representation and anti-dilution protection."
1. Parties: Identification of the contributing party (investor) and receiving party (company), including full legal names and addresses
2. Background: Context of the transaction, including company's current status and purpose of the equity contribution
3. Definitions: Defined terms used throughout the agreement, including specific financial, technical and legal terminology
4. Contribution Amount and Equity Interest: Specific details of the contribution amount and the corresponding equity interest to be issued
5. Payment Terms: Timing and method of payment for the equity contribution
6. Conditions Precedent: Conditions that must be satisfied before the contribution becomes effective
7. Representations and Warranties: Statements of fact by both parties regarding their authority, capacity, and other relevant matters
8. Closing Mechanics: Specific procedures for completing the transaction, including timing and deliverables
9. Rights and Obligations: Ongoing rights and obligations of the parties following the contribution
10. Covenants: Promises made by the parties regarding future actions or restrictions
11. Termination: Circumstances under which the agreement may be terminated and the consequences
12. Governing Law and Jurisdiction: Specification of applicable law and courts having jurisdiction
13. General Provisions: Standard legal provisions including notices, amendments, and severability
1. Anti-dilution Protection: Provisions protecting the investor's ownership percentage from dilution in future equity issuances
2. Board Representation: Rights of the investor to appoint board members or observers
3. Tag-Along Rights: Right of the investor to participate in future sales of shares by other shareholders
4. Drag-Along Rights: Right to force minority shareholders to join in the sale of the company
5. Information Rights: Rights of the investor to receive financial and other company information
6. Pre-emptive Rights: Rights of the investor to participate in future equity offerings
7. Registration Rights: Rights related to the registration of shares for public trading (relevant for pre-IPO companies)
8. Transfer Restrictions: Limitations on the ability to transfer shares
9. Put/Call Options: Rights to force the sale or purchase of shares under specific circumstances
1. Schedule A - Capitalization Table: Current and post-investment share ownership structure
2. Schedule B - Form of Share Certificate: Template for the share certificates to be issued
3. Schedule C - Corporate Resolutions: Relevant corporate approvals for the equity contribution
4. Schedule D - Disclosure Schedule: Exceptions to representations and warranties
5. Schedule E - Required Consents: List of third-party consents required for the transaction
6. Appendix 1 - Subscription Form: Form documenting the details of the share subscription
7. Appendix 2 - Payment Instructions: Details of the account and method for making the contribution
8. Appendix 3 - Shareholders' Agreement: Agreement governing relationships between shareholders post-investment
Authors
Technology
Real Estate
Manufacturing
Financial Services
Healthcare
Energy
Infrastructure
Telecommunications
Mining
Agriculture
Clean Technology
Biotechnology
E-commerce
Software
Professional Services
Legal
Finance
Corporate Development
Mergers & Acquisitions
Investment
Treasury
Tax
Compliance
Corporate Governance
Board of Directors
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Lawyer
Investment Manager
Finance Director
Corporate Secretary
Investment Banker
Private Equity Manager
Venture Capitalist
Corporate Development Manager
Business Development Director
Financial Controller
Board Director
Compliance Officer
Tax Director
Corporate Governance Manager
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