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Startup Equity Agreement
"I need a Startup Equity Agreement for my South African tech company that's bringing on three venture capital investors in March 2025, with provisions for a 20% equity sale and strong anti-dilution protections while ensuring BEE compliance."
1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new investors
2. Background: Context of the agreement, including company history, purpose of investment, and current shareholding structure
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Subscription for Shares: Details of share subscription, including number, class, and price of shares being issued
5. Payment and Issue of Shares: Terms and conditions of payment for shares and process for share issuance
6. Warranties and Representations: Warranties given by the company and existing shareholders regarding the business and shares
7. Pre-emptive Rights: Rights of existing shareholders regarding future share issues and transfers
8. Transfer Restrictions: Limitations and conditions on the transfer of shares
9. Tag-Along and Drag-Along Rights: Rights of shareholders to participate in or be forced to join in share sales
10. Board Representation: Rights to appoint directors and board governance matters
11. Reserved Matters: Decisions requiring special shareholder approval
12. Confidentiality: Obligations regarding confidential information
13. Dispute Resolution: Process for resolving disputes between parties
14. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. BEE Compliance: Specific provisions relating to Broad-Based Black Economic Empowerment requirements and compliance
2. Anti-dilution Protection: Provisions protecting investors from dilution in future funding rounds
3. Employee Share Scheme: Details of any employee share ownership program or related provisions
4. Dividend Policy: Specific provisions regarding dividend declarations and payments
5. Exit Provisions: Detailed procedures and rights relating to company sale or IPO
6. Founders' Commitments: Specific obligations and restrictions on founders, including non-compete and full-time commitment
7. Exchange Control Provisions: Required when foreign investors are involved, detailing compliance with South African exchange control regulations
8. Intellectual Property Rights: Specific provisions regarding IP ownership and protection, particularly relevant for technology startups
1. Share Capital Structure: Detailed breakdown of company's share capital before and after investment
2. Shareholding Details: Complete list of shareholders and their respective shareholdings
3. Company Information: Key company details including registration number, registered address, and directors
4. Warranties: Detailed warranties given by the company and existing shareholders
5. Reserved Matters List: Comprehensive list of decisions requiring special approval
6. Form of Deed of Adherence: Template for new shareholders to become bound by the agreement
7. Business Plan: Company's business plan and financial projections
8. Valuation Details: Information and calculations related to company valuation
Authors
BEE
Board
Business
Business Day
Business Plan
Call Option
Companies Act
Company
Completion
Completion Date
Confidential Information
Deed of Adherence
Directors
Drag-Along Rights
Effective Date
Encumbrance
Exit Event
Fair Market Value
Financial Year
Founder Shares
Founders
Group
Initial Public Offering
Investment Amount
Investors
Issue Price
Material Adverse Change
MOI
New Shares
Ordinary Shares
Parties
Pre-emptive Rights
Preference Shares
Put Option
Qualifying IPO
Reserved Matters
ROFR
Sale Shares
Share Capital
Shareholders
Shareholders Agreement
Shares
Subscription Shares
Tag-Along Rights
Transfer
Valuation
Warranties
Share Subscription
Payment Terms
Share Issuance
Warranties and Representations
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Composition
Reserved Matters
Information Rights
Confidentiality
Non-Competition
Anti-Dilution
BEE Compliance
Exit Rights
Dividend Rights
Default
Dispute Resolution
Voting Rights
Share Valuation
Employee Share Scheme
Exchange Control
Intellectual Property
Good Faith
Termination
Assignment
Severability
Notices
Governing Law
Entire Agreement
Technology
E-commerce
Financial Services
Healthcare
Renewable Energy
Education Technology
Biotechnology
Agricultural Technology
Manufacturing
Software Development
Digital Media
Professional Services
Consumer Products
Clean Technology
Telecommunications
Legal
Finance
Corporate Development
Executive Leadership
Investment
Compliance
Board of Directors
Corporate Secretariat
Risk Management
Business Development
CEO
Chief Financial Officer
Company Secretary
Legal Counsel
Investment Manager
Venture Capital Partner
Startup Founder
Corporate Lawyer
Investment Analyst
Business Development Director
Chief Operating Officer
Compliance Officer
Board Member
Legal Director
Corporate Development Manager
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