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Private Placement Agreement
1. Parties: Identification of the issuer and the investor(s)
2. Background: Context of the private placement and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription and Investment Terms: Details of the securities being offered, price, and investment amount
5. Closing Conditions: Conditions precedent to closing, including regulatory approvals and due diligence requirements
6. Representations and Warranties of the Issuer: Issuer's confirmations regarding company status, authority, and compliance
7. Representations and Warranties of the Investor: Investor's confirmations regarding eligibility, sophistication, and compliance with private placement rules
8. Covenants: Ongoing obligations of the parties
9. Closing Mechanics: Procedures for completing the investment
10. Confidentiality: Provisions regarding confidential information and GDPR compliance
11. Notices: Communication procedures between parties
12. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction
13. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability
1. Tag-Along Rights: Include when offering minority investor protection rights
2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale
3. Anti-Dilution Protection: Include when offering protection against future down rounds
4. Board Representation: Include when investors are granted board seats
5. Information Rights: Include when specific reporting obligations to investors are required
6. Pre-emptive Rights: Include when existing investors are given rights to participate in future rounds
7. Lock-up Provisions: Include when restrictions on share transfers are needed
8. Exit Rights: Include when specific exit mechanisms or rights are granted to investors
1. Subscription Details: Detailed description of the securities being offered, including price and number of shares
2. Capitalization Table: Pre and post-investment ownership structure
3. Disclosure Schedule: Exceptions to representations and warranties
4. Form of Shareholders' Agreement: If applicable, the form of shareholders' agreement to be entered into
5. Corporate Documents: Relevant corporate approvals and resolutions
6. KYC Requirements: List of required know-your-customer documentation
7. Investment Questionnaire: Investor qualification questionnaire
8. Transfer Restrictions: Detailed description of any transfer restrictions and procedures
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