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Startup Equity Agreement
"I need a Startup Equity Agreement for my Canadian technology company to issue Series A preferred shares to three venture capital investors in March 2025, with anti-dilution protection and board representation rights."
1. Parties: Identification of the company, shareholders, and any other relevant parties to the agreement
2. Background: Context of the agreement, including company status and purpose of the equity issuance
3. Definitions: Key terms used throughout the agreement
4. Share Subscription: Details of shares being issued, including class, number, and price
5. Payment Terms: Terms and method of payment for the shares
6. Representations and Warranties: Statements of fact by both company and subscriber regarding their capacity and authority
7. Share Rights and Restrictions: Specific rights attached to the shares, including voting, dividends, and liquidation preferences
8. Transfer Restrictions: Limitations on the transfer of shares, including right of first refusal and co-sale rights
9. Shareholder Obligations: Ongoing obligations of shareholders, including confidentiality and non-competition
10. Termination: Circumstances under which the agreement can be terminated
11. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Vesting Provisions: Used when shares are subject to vesting schedules, typically for founders or employees
2. Drag-Along Rights: Include when majority shareholders need the ability to force minority shareholders to join in the sale of the company
3. Tag-Along Rights: Include when minority shareholders need the right to join in sales by majority shareholders
4. Board Representation: Include when certain shareholders are granted board nomination rights
5. Pre-emptive Rights: Include when existing shareholders should have the right to maintain their ownership percentage in future offerings
6. Information Rights: Include when certain shareholders are granted specific rights to company information
7. Registration Rights: Include when planning for potential future public offering
8. Anti-dilution Protection: Include when investors need protection against future down rounds
1. Schedule A - Share Capital: Detailed breakdown of the company's share capital structure
2. Schedule B - Subscription Details: Specific details of the share subscription including price and number of shares
3. Schedule C - Shareholders' Information: List of all shareholders and their holdings post-investment
4. Schedule D - Vesting Schedule: If applicable, detailed vesting terms and schedules
5. Schedule E - Company Disclosure: Company disclosures against representations and warranties
6. Appendix 1 - Share Certificate: Form of share certificate to be issued
7. Appendix 2 - Shareholders' Resolution: Required corporate resolutions authorizing the share issuance
8. Appendix 3 - Accredited Investor Certificate: If applicable, certification of accredited investor status under securities laws
Authors
Technology
Biotechnology
Financial Services
E-commerce
Healthcare
Clean Technology
Software Development
Artificial Intelligence
Manufacturing
Professional Services
Media and Entertainment
Telecommunications
Real Estate Technology
Education Technology
Retail Innovation
Legal
Finance
Executive Leadership
Human Resources
Compliance
Corporate Governance
Investment
Administration
Board of Directors
CEO
CFO
Corporate Lawyer
General Counsel
Investment Manager
Startup Founder
Board Member
Corporate Secretary
Chief Legal Officer
VP of Finance
Financial Controller
Venture Capitalist
Angel Investor
HR Director
Compliance Officer
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