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1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares alongside majority shareholders

2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in the sale of the company

3. Anti-dilution Protection: Include when investors need protection against future down rounds

4. Earn-Out Provisions: Include when part of the investment is contingent on achieving specific performance targets

5. Vesting Provisions: Include when shares are subject to vesting schedules, typically for founder or employee shareholders

6. Put and Call Options: Include when parties need specific rights to sell or buy shares under certain conditions

7. Non-Compete and Non-Solicitation: Include when restrictions on competitive activities are required

8. Foreign Ownership Compliance: Include when foreign investors are involved to ensure compliance with Philippine foreign ownership restrictions

1. Schedule 1: Capital Structure: Detailed breakdown of the company's share capital before and after the investment

2. Schedule 2: Conditions Precedent: List of all conditions that must be satisfied before completion

3. Schedule 3: Warranties: Detailed warranties given by the company and existing shareholders

4. Schedule 4: Reserved Matters: List of decisions requiring special majority or investor approval

5. Schedule 5: Company Information: Key company information including corporate documents and material contracts

6. Appendix A: Share Certificate Form: Template for the share certificates to be issued

7. Appendix B: Deed of Adherence: Template for new shareholders to become bound by the agreement

8. Appendix C: Corporate Authorities: Copies of board and shareholder resolutions approving the transaction