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Startup Shareholder Agreement
"I need a Startup Shareholder Agreement for my AI technology company based in Bangalore, with three co-founders and two angel investors, including provisions for an ESOP pool of 10% and clear anti-dilution protection for our upcoming Series A round planned for March 2025."
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company formation, business purpose, and existing shareholding structure
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Share Capital and Shareholding Structure: Details of authorized, issued, and paid-up capital, and current shareholding pattern
5. Transfer Restrictions: Restrictions on transfer of shares, including right of first refusal and tag-along rights
6. Pre-emptive Rights: Shareholders' rights to maintain their percentage shareholding in future share issues
7. Board Composition and Management: Structure of the board, appointment rights, and management provisions
8. Reserved Matters: List of decisions requiring special majority or unanimous consent
9. Information and Inspection Rights: Shareholders' rights to company information and financial statements
10. General Meeting Provisions: Procedures for conducting shareholder meetings and voting rights
11. Deadlock Resolution: Mechanisms to resolve disputes and deadlocks between shareholders
12. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation
13. Confidentiality: Obligations regarding confidential information
14. Term and Termination: Duration of the agreement and circumstances for termination
15. Governing Law and Dispute Resolution: Applicable law and mechanism for resolving disputes
1. Drag Along Rights: Right of majority shareholders to force minority shareholders to join in the sale of the company
2. Put and Call Options: Rights to force sale or purchase of shares under specific circumstances
3. Anti-Dilution Protection: Protection for investors against dilution in down rounds
4. Founder Vesting Provisions: Vesting schedule for founder shares to ensure continued involvement
5. IPO Rights: Rights and obligations in case of an initial public offering
6. ESOP Pool: Provisions regarding employee stock option pool and its management
7. Foreign Investment Compliance: Specific provisions for compliance with FEMA and foreign investment regulations
8. Strategic Rights: Special rights for strategic investors like right to board observer
9. Exit Preference: Preferential rights for certain shareholders in exit scenarios
1. Schedule 1: Details of Shareholders: Complete details of all shareholders including contact information and shareholding
2. Schedule 2: Share Capital and Shareholding Pattern: Detailed breakdown of company's share capital structure
3. Schedule 3: Reserved Matters: Comprehensive list of matters requiring special approval
4. Schedule 4: Deed of Adherence: Template for new shareholders to become party to the agreement
5. Schedule 5: Business Plan: Initial business plan and key milestones
6. Schedule 6: Valuation Methodology: Agreed method for valuing shares in various transfer scenarios
7. Schedule 7: Anti-Dilution Formula: Detailed calculation method for anti-dilution protection
8. Schedule 8: Board Composition: Current board structure and nomination rights
Authors
Articles of Association
Board
Business
Business Day
Business Plan
Competitor
Confidential Information
Control
Deed of Adherence
Director
Encumbrance
ESOP
Event of Default
Fair Market Value
Financial Year
Fully Diluted Share Capital
Funding Round
Group Company
Independent Director
Initial Public Offering
Intellectual Property Rights
Investor
Key Employees
Liquidation Event
Liquidation Preference
Material Adverse Effect
Memorandum of Association
New Securities
Nominee Director
Original Shareholders
Permitted Transferee
Pre-emptive Right
Pro Rata Share
Qualified IPO
Related Party
Reserved Matters
Restricted Party
Right of First Refusal
Securities
Share Capital
Shareholder
Tag Along Right
Transfer
Valuation
Voting Rights
Share Capital and Structure
Share Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Anti-Dilution Protection
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Information Rights
Management Rights
Dividend Policy
Exit Rights
Strategic Sale Rights
IPO Rights
Put Option
Call Option
Deadlock Resolution
Non-Compete
Non-Solicitation
Confidentiality
Representations and Warranties
Indemnification
Force Majeure
Term and Termination
Governing Law
Dispute Resolution
Assignment
Notices
Amendment
Severability
Entire Agreement
ESOP Provisions
Founder Obligations
Transfer to Affiliates
Compliance with Laws
Further Assurance
Costs
Technology
E-commerce
Financial Services
Healthcare
Education Technology
Software Development
Biotechnology
Manufacturing
Retail
Artificial Intelligence
Clean Technology
Digital Media
Consumer Services
Enterprise Software
Logistics
Legal
Finance
Corporate Affairs
Compliance
Board of Directors
Executive Leadership
Corporate Governance
Investment
Company Secretarial
Risk Management
CEO
Founder
Co-Founder
Chief Legal Officer
General Counsel
Company Secretary
Chief Financial Officer
Investment Manager
Venture Capital Partner
Private Equity Manager
Corporate Lawyer
Investment Banker
Board Member
Director
Legal Counsel
Compliance Officer
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