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1. Parties: Identification of the company and the equity recipient (employee/consultant/advisor)
2. Background: Context of the agreement, relationship between parties, and basis for equity grant
3. Definitions: Key terms used throughout the agreement including Vesting Period, Cliff Period, Shares, Exercise Price, etc.
4. Grant of Equity: Details of the equity being granted, including number of shares, class of shares, and nominal value
5. Vesting Schedule: Specific timeline and conditions for vesting, including cliff period and subsequent vesting increments
6. Exercise Terms: Conditions and process for exercising vested equity, including exercise price and payment terms
7. Termination Provisions: Impact of various types of termination on vested and unvested equity
8. Transfer Restrictions: Limitations on transfer of shares and right of first refusal provisions
9. Representations and Warranties: Standard declarations by both parties regarding authority, compliance, and understanding
10. Confidentiality: Obligations regarding confidential information accessed as a shareholder
11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Include when offering protection to minority shareholders in case of majority stake sale
2. Drag-Along Rights: Include when company wants to ensure ability to force minority shareholders to join in sale
3. Founder Commitments: Include when recipient is a founder with specific additional obligations
4. Non-Competition: Include when requiring non-compete restrictions post termination
5. Board Matters: Include when granting board observation or voting rights
6. IPO Provisions: Include when specifically addressing equity treatment in case of IPO
7. Tax Provisions: Include detailed tax clauses when complex tax implications exist
1. Schedule 1 - Vesting Schedule: Detailed breakdown of vesting timeline, percentages, and milestone conditions
2. Schedule 2 - Share Details: Specific details of shares including class, rights, and current cap table
3. Schedule 3 - Exercise Notice: Template for exercising vested equity rights
4. Schedule 4 - Deed of Adherence: Template for adherence to shareholders agreement upon exercise
5. Appendix A - Board Resolution: Copy of board resolution approving the equity grant
6. Appendix B - Valuation Report: Independent valuation report for share price determination
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