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Startup Shareholder Agreement
"I need a Startup Shareholder Agreement for a SaaS company with three co-founders and two angel investors, including provisions for an employee share option pool of 10% and specific vesting schedules for founder shares over 4 years."
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company formation and purpose
3. Definitions: Defined terms used throughout the agreement
4. Share Capital and Shareholdings: Details of company's share structure and current shareholdings
5. Share Transfer Restrictions: Limitations and procedures for transferring shares
6. Pre-emption Rights: Existing shareholders' rights to purchase new shares before external offers
7. Drag Along and Tag Along Rights: Mechanisms for majority shareholders to force sale and minority shareholders to join sale
8. Board Composition and Management: Structure and operation of the board of directors
9. Reserved Matters: Decisions requiring special shareholder approval
10. Dividend Policy: Framework for distribution of profits
11. Information Rights: Shareholders' rights to company information and financial reports
12. Confidentiality: Protection of company and shareholder confidential information
13. Dispute Resolution: Procedures for resolving shareholders disputes
14. Term and Termination: Duration of agreement and circumstances for termination
15. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Employee Share Scheme: Framework for allocating shares to employees, typically included if company plans to implement ESOP
2. Investment Rights: Provisions for future investment rounds, included if expecting venture capital investment
3. Anti-dilution Protection: Protections against share value dilution, included for early investors
4. Founder Vesting: Vesting schedule for founder shares, included for early-stage startups
5. Bad Leaver Provisions: Consequences for shareholders who leave under negative circumstances, included if requested by investors
6. Intellectual Property Rights: IP ownership and transfer provisions, crucial for technology startups
7. Non-Compete and Non-Solicitation: Restrictions on competitive activities, included based on business nature
8. Exit Strategy Provisions: Specific provisions for company sale or IPO, included if exit is contemplated
1. Schedule 1: Details of the Company: Company registration details, registered office, and current directors
2. Schedule 2: Current Shareholdings: Detailed breakdown of share ownership and share classes
3. Schedule 3: Deed of Adherence: Template for new shareholders to join the agreement
4. Schedule 4: Reserved Matters List: Comprehensive list of decisions requiring special approval
5. Schedule 5: Business Plan: Initial business plan and strategic objectives
6. Schedule 6: Share Valuation Methodology: Agreed method for valuing shares for transfers or new issues
7. Appendix A: Board Meeting Procedures: Detailed procedures for board meetings and voting
8. Appendix B: Shareholder Meeting Procedures: Procedures for conducting shareholder meetings
Authors
Articles of Association
Bad Leaver
Board
Business Day
Business Plan
Change of Control
Companies Act
Completion
Confidential Information
Constitution
Control
Deed of Adherence
Directors
Drag Along Notice
Drag Along Right
Encumbrance
Fair Market Value
Financial Year
First Round Investment
Fully Diluted Share Capital
Good Leaver
Group
Holding Company
Independent Expert
Initial Business Plan
Intellectual Property Rights
Investment Amount
Investor Director
Investor Majority
Material Contract
Member
New Securities
Ordinary Shares
Permitted Transferee
Pre-emption Notice
Pre-emption Rights
Preferred Shares
Qualifying IPO
Related Party Transaction
Reserved Matters
Sale
Share Capital
Shareholder
Shareholders' Reserved Matters
Subsidiary
Subscription Price
Tag Along Notice
Tag Along Right
Transfer
Valuation
Vesting Period
Vesting Schedule
Voting Rights
Working Hours
Share Capital
Share Transfer Restrictions
Pre-emption Rights
Drag Along Rights
Tag Along Rights
Board Composition
Board Meetings
Directors' Appointment and Removal
Reserved Matters
Information Rights
Dividend Policy
Future Funding
Anti-dilution Protection
Founder Vesting
Share Option Scheme
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Good/Bad Leaver Provisions
Exit Provisions
Dispute Resolution
Deadlock Resolution
Transfer of Shares
Issue of New Shares
Termination
Assignment
Notices
Entire Agreement
Severability
Governing Law
Jurisdiction
Warranties
Share Valuation
Remedies
Force Majeure
Amendment
Waiver
Costs
Further Assurance
Technology
Financial Services
E-commerce
Biotechnology
Software Development
Manufacturing
Healthcare Technology
Clean Technology
Digital Media
Professional Services
Artificial Intelligence
Internet of Things
Fintech
Cybersecurity
SaaS
Legal
Finance
Executive Leadership
Board of Directors
Corporate Governance
Investment
Compliance
Corporate Development
Company Secretariat
Strategy
CEO
Founder
Co-founder
Chief Financial Officer
General Counsel
Legal Counsel
Corporate Secretary
Chief Operating Officer
Investment Manager
Venture Capital Partner
Angel Investor
Board Member
Director
Company Secretary
Chief Legal Officer
Startup Attorney
Corporate Lawyer
Investment Director
Business Development Director
Finance Director
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