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Startup Equity Agreement
"I need a Startup Equity Agreement for my UK-based fintech company to issue 15% equity to a new technical co-founder, with a 4-year vesting schedule and 1-year cliff period starting from March 2025."
1. Parties: Identification and details of all parties to the agreement including the company, shareholders, and any other relevant parties
2. Background: Context of the agreement, including company status, reason for equity issuance, and relevant business context
3. Definitions: Defined terms used throughout the agreement, including technical and legal terminology
4. Share Allocation: Details of equity distribution, share classes, nominal value, and total shareholding
5. Consideration: Terms of payment or other consideration being provided in exchange for the shares
6. Transfer Restrictions: Limitations and conditions on the transfer of shares, including pre-emption rights
7. Representations and Warranties: Statements of fact and assurances made by the parties regarding their capacity and authority
8. Completion: Conditions and mechanics for completing the share transfer or issuance
9. Confidentiality: Obligations regarding the treatment of confidential information
10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and relevant courts' jurisdiction
1. Vesting Provisions: Terms and conditions for share vesting, typically used for founder or employee equity arrangements
2. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares on same terms as majority shareholders
3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale
4. Anti-dilution Provisions: Protections against share value dilution in future funding rounds
5. Good Leaver/Bad Leaver Provisions: Terms governing share treatment when a shareholder leaves the company
1. Schedule 1 - Cap Table: Current and proposed shareholding structure showing all shareholders and their respective holdings
2. Schedule 2 - Share Certificate Template: Form of share certificate to be issued to shareholders
3. Schedule 3 - Deed of Adherence: Template for new shareholders to formally adhere to existing shareholder agreements
4. Schedule 4 - Vesting Schedule: Detailed timeline and conditions for share vesting if applicable
5. Schedule 5 - Company Information: Details of company registration, registered office, directors, and share capital
Authors
Articles of Association
Board
Business Day
Company
Completion
Confidential Information
Directors
Drag-Along Notice
Drag-Along Right
Encumbrance
Equity Securities
Fair Market Value
Financial Year
Founder(s)
Fully Diluted Share Capital
Good Leaver
Group
Investor(s)
IPO
Issue Price
New Securities
Ordinary Shares
Parties
Pre-emption Rights
Preferred Shares
Qualifying IPO
Share Capital
Shareholders
Shareholders' Agreement
Shares
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Valuation
Vesting Date
Vesting Period
Vesting Schedule
Consideration
Share Classes and Rights
Pre-emption Rights
Transfer Restrictions
Drag-Along Rights
Tag-Along Rights
Vesting Provisions
Representations and Warranties
Anti-dilution Protection
Board Composition
Voting Rights
Information Rights
Confidentiality
Non-competition
Non-solicitation
Exit Provisions
Restrictive Covenants
Good/Bad Leaver Provisions
Share Option Provisions
Dividend Rights
Management Rights
Amendment Procedures
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Severability
Force Majeure
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