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Startup Shareholder Agreement
1. Parties: Identification of all shareholders and the company, including registration numbers and addresses
2. Background: Context of the agreement, including company formation, business purpose, and existing share ownership
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Share Capital and Classes: Details of the company's share capital structure, including different share classes if applicable
5. Shareholders' Rights and Obligations: Core rights and obligations of shareholders, including voting rights and capital contribution requirements
6. Transfer Restrictions: Limitations and procedures for transferring shares, including right of first refusal and tag-along rights
7. Corporate Governance: Board composition, appointment rights, and decision-making processes
8. General Meetings: Procedures for conducting general meetings, voting requirements, and shareholder resolutions
9. Anti-dilution Protection: Mechanisms to protect shareholders from dilution in future funding rounds
10. Exit Provisions: Terms governing company sale, IPO, or other exit events
11. Confidentiality: Obligations regarding company and shareholder information confidentiality
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law
14. General Provisions: Standard legal provisions including amendments, notices, and severability
1. Founder Commitments: Specific obligations for founders, including time commitment and non-compete provisions. Include when founders remain operational in the business
2. Vesting Provisions: Schedule for share vesting, typically included when shares are allocated to founders or key employees
3. Intellectual Property Rights: Provisions regarding ownership and transfer of IP, particularly important for technology startups
4. Employee Share Option Pool: Terms for employee share schemes, include when planning employee incentivization
5. Preferred Shareholder Rights: Special rights for investors, include when there are institutional or venture capital investors
6. Drag-along Rights: Forced exit provisions, include when majority shareholders may need to force a sale
7. Dead-lock Resolution: Specific procedures for resolving management deadlocks, important for companies with equal shareholding
8. Digital Rights and Data Protection: Specific provisions for digital assets and GDPR compliance, particularly relevant for tech startups
1. Schedule 1: Cap Table: Current shareholding structure including all share classes and owners
2. Schedule 2: Business Plan: Current business plan and financial projections
3. Schedule 3: Articles of Association: Company's current articles of association
4. Schedule 4: Board Rules of Procedure: Detailed procedures for board operations and decision-making
5. Schedule 5: Vesting Schedule: Detailed vesting terms and schedules for relevant shareholders
6. Schedule 6: Share Transfer Form: Standard form for executing share transfers
7. Schedule 7: Key Performance Indicators: Agreed metrics for measuring company and management performance
8. Schedule 8: Compliance Requirements: List of regulatory and statutory compliance requirements
Authors
Articles of Association
Bad Leaver
Board of Directors
Business
Business Day
Business Plan
Call Option
Cause
Change of Control
Competing Business
Completion
Confidential Information
Control
Deed of Adherence
Dilution
Drag-along Notice
Drag-along Right
Encumbrance
Enterprise Value
Event of Default
Exit
Fair Market Value
Financial Year
First Refusal Right
Fully Diluted Share Capital
Good Leaver
Group
Initial Public Offering (IPO)
Intellectual Property Rights
Investment Agreement
Investor Director
Investor Majority
Listing
Lock-up Period
Management
Material Breach
New Securities
Ordinary Shares
Parties
Permitted Transfer
Pre-emption Rights
Preferred Shares
Put Option
Qualified IPO
Related Party Transaction
Relevant Securities
Reserved Matters
Share Capital
Shareholder Majority
Subscription Price
Subsidiary
Tag-along Notice
Tag-along Right
Territory
Transfer
Valuation
Vesting Period
Vesting Schedule
Share Classes
Subscription Rights
Transfer Restrictions
Pre-emptive Rights
Tag-along Rights
Drag-along Rights
Anti-dilution Protection
Board Composition
Management Rights
Voting Rights
Reserved Matters
Information Rights
Vesting Provisions
Non-competition
Non-solicitation
Confidentiality
Intellectual Property
Share Option Pool
Exit Rights
Put Option Rights
Call Option Rights
Dividend Rights
Financial Contributions
Default Provisions
Deadlock Resolution
Amendment Procedures
Assignment Rights
Termination Rights
Dispute Resolution
Governing Law
Force Majeure
Notices
Severability
Entire Agreement
Costs and Expenses
Good Faith
Waiver
Data Protection
Compliance
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