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Venture Capital Shareholders Agreement
"I need a Venture Capital Shareholders Agreement for my Australian fintech startup receiving a Series A investment of $5M from two VC firms in March 2025, with specific provisions for founder vesting and an ESOP pool of 10%."
1. Parties: Identification of all parties including the Company, Founders, Investors, and any other shareholders
2. Background: Context of the agreement, including company history and purpose of the investment
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Subscription and Completion: Details of share subscription, payment terms, and completion mechanics
5. Warranties and Representations: Warranties given by the Company, Founders, and other shareholders
6. Corporate Governance: Board composition, appointment rights, voting requirements, and meeting procedures
7. Reserved Matters: List of decisions requiring special majority or investor consent
8. Share Capital and Transfer Restrictions: Share structure, classes of shares, and restrictions on transfer
9. Pre-emptive Rights: Rights of first refusal on new share issues and share transfers
10. Tag-Along and Drag-Along Rights: Co-sale rights and majority sale provisions
11. Anti-Dilution Protection: Provisions protecting investors from dilution in down-rounds
12. Information Rights: Obligations to provide financial and operational information to shareholders
13. Confidentiality: Provisions regarding confidential information and public announcements
14. Exit Provisions: Mechanisms for IPO, trade sale, or other exit events
15. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Founder Vesting: Used when founders' shares are subject to vesting conditions or reverse vesting
2. Employee Share Option Plan: Include when the company has or plans to implement an ESOP
3. Strategic Investor Rights: Special rights for strategic investors, such as first right to supply or distribution rights
4. Multiple Classes of Shares: Detailed rights attached to different share classes when multiple share classes exist
5. Preferred Share Terms: Specific terms for preferred shares if the investment involves preferred stock
6. International Provisions: Additional provisions for cross-border investments or foreign investors
7. Put and Call Options: Optional share purchase mechanisms for specific circumstances
8. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee poaching
1. Capital Structure: Detailed breakdown of shareholding and share classes
2. Completion Obligations: Checklist of documents and actions required for completion
3. Company Warranties: Comprehensive list of company warranties
4. Founder Warranties: Specific warranties given by founders
5. Reserved Matters List: Detailed list of matters requiring special approval
6. Business Plan: Current business plan and financial projections
7. Key Personnel: Details of key employees and their terms of employment
8. IP Register: List of company intellectual property
9. Form of Deed of Accession: Template for new shareholders joining the agreement
10. ESOP Terms: Details of employee share option plan if applicable
Authors
Anti-Dilution Rights
ASIC
Bad Leaver
Board
Business
Business Day
Business Plan
Call Option
Completion
Completion Date
Confidential Information
Constitution
Control
Deed of Accession
Director
Drag-Along Notice
Drag-Along Right
Encumbrance
Event of Default
Exercise Notice
Exit Event
Fair Market Value
Financial Year
Fully Diluted Basis
Good Leaver
Group
Group Company
Holding Company
Independent Expert
Initial Public Offering
Intellectual Property Rights
Investment Amount
Investor Director
Investor Majority
Investor Shares
Issue Price
Key Executives
Liquidation Event
Liquidation Preference
Material Adverse Change
New Securities
Ordinary Shares
Permitted Transferee
Pre-emptive Rights
Preference Shares
Put Option
Qualified IPO
Related Body Corporate
Related Party
Relevant Interest
Reserved Matter
Security Interest
Share Capital
Shareholder
Shareholders Agreement
Subsidiary
Subscription Agreement
Subscription Amount
Subscription Shares
Tag-Along Notice
Tag-Along Right
Transfer
Valuation
Vesting Period
Vesting Schedule
Voting Rights
Share Transfer
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Information Rights
Voting Rights
Dividend Rights
Liquidation Preference
Exit Rights
IPO Rights
Confidentiality
Non-Competition
Non-Solicitation
Warranties
Representations
Indemnification
Share Vesting
Put Options
Call Options
Default
Termination
Assignment
Dispute Resolution
Governing Law
Notices
Amendment
Entire Agreement
Severability
Further Assurance
Costs
ESOP Provisions
Corporate Governance
Management Rights
Reporting Obligations
Compliance
Share Capital
Accession
Force Majeure
Intellectual Property
Related Party Transactions
Technology
Biotechnology
Financial Services
Healthcare
Clean Energy
Software
E-commerce
Advanced Manufacturing
Medical Devices
Artificial Intelligence
Telecommunications
Digital Media
AgTech
FinTech
EdTech
Legal
Finance
Corporate Development
Compliance
Board of Directors
Executive Leadership
Investment
Corporate Governance
Risk Management
Strategy
Chief Executive Officer
Chief Financial Officer
Company Secretary
General Counsel
Legal Counsel
Investment Manager
Venture Capital Partner
Managing Director
Board Director
Corporate Lawyer
Investment Associate
Compliance Officer
Chief Operating Officer
Startup Founder
Portfolio Manager
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