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Founder Shareholder Agreement
"I need a Founder Shareholder Agreement under Dutch law for my tech startup with three co-founders, where we'll be seeking Series A funding in March 2025 and need provisions for employee stock options and strong anti-dilution protection."
1. Parties: Identification of all founding shareholders and the company
2. Background: Context of the agreement, including company formation and purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Share Capital and Shareholdings: Details of company's share capital structure and initial shareholdings
5. Management and Decision Making: Governance structure, board composition, and decision-making processes
6. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings, voting rights
7. Reserved Matters: Decisions requiring special majority or unanimous consent
8. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights
9. Tag Along and Drag Along Rights: Co-sale rights and forced sale provisions
10. Founder Commitments: Specific obligations of founders including time commitment and role
11. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of confidential information
12. Deadlock Resolution: Mechanisms for resolving fundamental disagreements between founders
13. Exit Provisions: Procedures for company sale, IPO, or other exit events
14. Termination: Circumstances under which the agreement can be terminated
15. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Intellectual Property Rights: Detailed provisions for IP ownership and licensing when founders contribute significant IP
2. Investment Conditions: Specific terms for future investment rounds, if anticipated
3. Founder Employment: Employment terms when founders have executive roles
4. Good Leaver/Bad Leaver: Specific provisions for share treatment when founders leave
5. Dividend Policy: Specific dividend distribution rules if not following standard statutory provisions
6. Share Option Pool: Details of employee share option scheme if planned
7. Founders' Special Rights: Any special veto or other rights retained by specific founders
8. Anti-dilution Protection: Specific provisions protecting against share dilution in future rounds
1. Share Capital Table: Detailed breakdown of shareholdings and share classes
2. Reserved Matters List: Comprehensive list of decisions requiring special approval
3. Business Plan: Initial business plan and strategic objectives
4. Deed of Adherence: Template for new shareholders to join the agreement
5. Board Regulations: Detailed procedures for board operations and meetings
6. Intellectual Property Register: List of IP rights owned or licensed by the company
7. Company Articles of Association: Copy of the company's articles of association
8. Form of Share Certificate: Template for share certificates
9. Founder Service Agreements: Template or copies of founder employment/service contracts
Authors
Articles of Association
Bad Leaver
Board
Business
Business Day
Business Plan
Call Option
Company
Completion
Confidential Information
Deed of Adherence
Director
Drag Along Notice
Drag Along Right
Encumbrance
Fair Market Value
Financial Year
Founder
Founder Director
Good Leaver
Group
Initial Business Plan
Intellectual Property Rights
Management Board
Material Breach
Notary
Ordinary Shares
Parties
Permitted Transfer
Preference Shares
Put Option
Related Party Transaction
Reserved Matters
Share Capital
Shareholders
Shareholders' Meeting
Shares
Subsidiary
Supervisory Board
Tag Along Notice
Tag Along Right
Transfer
Valuation
Voting Rights
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Management Powers
Reserved Matters
Voting Rights
Shareholders' Meetings
Decision Making
Information Rights
Dividend Policy
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Good Leaver/Bad Leaver
Founder Commitments
Anti-Dilution
Exit Provisions
Deadlock Resolution
Put and Call Options
Share Valuation
Default
Termination
Dispute Resolution
Governing Law
Assignment
Amendments
Notices
Entire Agreement
Severability
Force Majeure
Costs and Expenses
Technology
E-commerce
Professional Services
Manufacturing
Healthcare
Financial Services
Media and Entertainment
Retail
Software Development
Biotechnology
Clean Energy
Consumer Goods
Education Technology
Real Estate
Transportation and Logistics
Legal
Corporate Governance
Executive Leadership
Board of Directors
Company Secretariat
Compliance
Corporate Affairs
Finance
Strategy
Investment Relations
CEO
Founder
Co-founder
Managing Director
General Counsel
Legal Director
Corporate Secretary
Chief Financial Officer
Board Member
Company Director
Compliance Officer
Corporate Governance Officer
Chief Operating Officer
Head of Legal
Investment Director
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