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IVCA STANDARDIZED TERMS FOR …

IRISH VENTURE CAPITAL ASSOCIATION. ivca STANDARDIZED TERMS . FOR SHAREHOLDERS AGREEMENTS. A subcommittee of the Irish Venture Capital Association has agreed specimen clauses covering the following issues frequently encountered in venture capital agreements. 1. Vetoes in VC investment documents. 2. Limitations on liability. 3. Tag Along for Shareholders Agreement. 4. Drag Along for Articles 5. Drag Along for Shareholders Agreement. 6. Allotment of new shares. 7. Transfer of shares. 8. Anti Dilute. These are set out in correspondingly numbered sections below. Where relevant a section contains an introductory note. Capitalised TERMS have been made consistent throughout each of the 8 sections. The investee company is referred to as the Company , the venture capital fund referred to as the Investor etc. The general definitions are contained in the vetoes (Section 1).

6 Alternative Investment Market of the London Stock Exchange Limited (or any other market regulated by the London Stock Exchange Limited); or

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