Do yourself a favour & grab a copy of Venture Deals: http://www.amazon.com/gp/aw/d/1118443616
I'd recommend reading this book to build a working understanding of these issues:
Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist http://www.amazon.com/Venture-Deals-Smarter-Lawyer- Capitalist/dp/1118443616