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Startup Equity Agreement
"I need a Startup Equity Agreement under Dutch law for our Series A funding round closing in March 2025, involving three venture capital investors who will collectively acquire 25% of our technology company's shares, with specific anti-dilution and board representation provisions."
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 status and purpose of the equity arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Share Capital and Ownership: Details of the company's share capital structure and current ownership
5. Subscription and Purchase: Terms of the equity subscription or purchase, including price and payment terms
6. Representations and Warranties: Statements of fact and assurances from both the company and shareholders
7. Transfer Restrictions: Limitations and conditions on the transfer of shares
8. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders and facilitating company sale
9. Anti-Dilution Protection: Mechanisms to protect shareholders from dilution in future funding rounds
10. Information Rights: Shareholders' rights to company information and financial reports
11. Board Composition: Structure and appointment rights for the board of directors
12. Reserved Matters: Decisions requiring special shareholder approval
13. Confidentiality: Provisions regarding confidential information handling
14. Term and Termination: Duration of the agreement and circumstances for termination
15. Governing Law and Jurisdiction: Specification of Dutch law application and dispute resolution
1. Employee Share Scheme: Details of employee equity participation, included when the agreement involves employee stock options
2. Intellectual Property Rights: IP ownership and transfer provisions, important for technology startups
3. Non-Competition and Non-Solicitation: Restrictions on competitive activities, included for founder or key shareholder agreements
4. Good Leaver/Bad Leaver Provisions: Terms for share treatment upon shareholder exit, particularly relevant for founder/employee shareholders
5. Preference Rights: Special rights for preferred shareholders, included in venture capital investment rounds
6. Exit Strategy: Specific provisions regarding company sale or IPO, included for growth-focused startups
7. Investment Milestones: Performance-based investment conditions, relevant for staged investments
8. Management Participation: Specific terms for management shareholders, included when management holds equity
1. Schedule 1: Cap Table: Detailed breakdown of current and post-investment share ownership
2. Schedule 2: Subscription Details: Specific details of share numbers, classes, and prices
3. Schedule 3: Company Information: Key company details including registration numbers and address
4. Schedule 4: Deed of Adherence: Template for new shareholders joining the agreement
5. Schedule 5: Reserved Matters List: Detailed list of decisions requiring special approval
6. Schedule 6: Initial Business Plan: Company's current business plan and projections
7. Appendix A: Share Certificate Template: Template for share certificates
8. Appendix B: Shareholder Resolutions: Required shareholder resolutions for agreement implementation
Authors
Technology
Software Development
Fintech
Biotech
Clean Energy
E-commerce
Healthcare Technology
Agricultural Technology
Digital Media
Manufacturing
Professional Services
Consumer Products
Artificial Intelligence
Robotics
Sustainability
Education Technology
Legal
Finance
Executive Leadership
Human Resources
Corporate Development
Investment Relations
Board of Directors
Corporate Governance
Compliance
Operations
CEO
CFO
Founder
Co-Founder
Startup Attorney
Corporate Lawyer
Investment Manager
Venture Capital Partner
Angel Investor
Board Member
HR Director
Chief Legal Officer
Company Secretary
Financial Controller
Business Development Director
Chief Technology Officer
Operations Director
Compliance Officer
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