Details of the Company

• Indicate the full name of the Company entering this Agreement, including all applicable designators:

• Select the company's type:

  Choose option Limited Liability Company (LLC) S-Corporation C-Corporation

• Indicate the Company's full business or registration address:

• List the full names and positions of all officers to be appointed in the Company:

  !

  Officer shall mean any individual who is asspointed or elected to perform certain management or organizational duties within the company. The list of officers may include, for instance:

  – president;
  – vice-president;
  – secretary;
  – treasurer;
  – CEO etc.

Allocation of Shares

• How many shares does Shareholder 1 have?

• Indicate the percentage of the Company’s capital stock held by the Shareholder 1:

• How many shares does Shareholder 2 have?

• Indicate the percentage of the Company’s capital stock held by the Shareholder 2:

• How many shares does Shareholder 3 have?

• Indicate the percentage of the Company’s capital stock held by the Shareholder 3:

• Indicate each shareholders' share (in %) in the Company's capital stock:

Daily Management

• Describe the procedure for appointing directors of the Company:

  • Each shareholder will be a director
  • Shareholders appoint several directors
  • Each shareholder appoints one director

  !

  Director is an individual who is elected or appointed to serve on the Board of Directors.

  He or she has the responsibility to oversee the management, strategic direction, and overall governance of the company.

• How many directors shall appoint shareholders?

• Would you like to outline the duties and responsibilities of the Company's CEO within this Agreement?

  • No
  • Yes

  !

  Chief Executive Officer (CEO) means the highest-ranking executive officer of the Company, responsible for overseeing the overall operations, strategic direction, and management of the Company.

  CEO may be also referred to as the president or general director.

• List all the duties and responsibilities the Company's CEO should have:

• Select the state in which the Company is or will be registered:

  Choose option Alabama Alaska Arizona Arkansas California Colorado Connecticut Delaware Florida Georgia Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virginia Washington West Virginia Wisconsin Wyoming District of Columbia

Transfer of Shares

• The shareholder wishing to sell, transfer or otherwise dispose their shares should:

  • first offer the shares back to the Company
  • first offer the shares to other shareholders
  • not face any limitations

  !

  Right of First Refusal means the right granted to the Company and/or its existing shareholders to purchase shares or other interests that a shareholder intends to sell, on the same terms and conditions as offered by a third party.

  Before completing the proposed sale, the selling shareholder must first offer the shares to the Company and/or the other shareholders, who have a specified period to accept or decline the offer.

• Should Shareholders be prohibited from selling or transferring their shares for a certain period after signing this Agreement?

  • No
  • Yes

  !

  Cool-Off Period means a defined period of time after signing this Agreement or the acquisition of shares during which Shareholders are prohibited from selling, transferring, or otherwise disposing of their shares.

  The purpose of the Cool-Off Period is to promote stability in the Company’s ownership structure and to prevent immediate or speculative transfers of equity interests.

• Select the duration of the Cool-Off Period:

  Choose option three (3) months six (6) months twelve (12) months twenty-four (24) months

Miscellaneous

• Upon ceasing to hold any shares in the Company, a shareholder shall be bound by the non-compete obligation for a period of:

  Choose option one (1) year two (2) years three (3) years

  !

  Non-Compete Obligation is a contractual commitment by a Shareholder to refrain from engaging in any business or activity that competes with the Company’s business.

  This is a by-default obligation for each shareholder during:

  – the whole period of time while a shareholder remains a Company’s shareholder; and
  – for a define period after a shareholder transfers or sells all their Company’s shares.

• Upon ceasing to hold any shares in the Company, a shareholder shall be bound by the confidentiality obligation for a period of:

  Choose option one (1) year two (2) years three (3) years

• The Board of Directors must approve any Company debt, loan, or financial obligation exceeding (in USD):

  !

  Indicate the minimum threshold for a single debt or financial obligation in excess of which the Board of Directors shall pass special resolution for its approval.

  A <strong>special resolution means that 75 % of all directors in the Board shall vote for such a transaction.

  For instance, if you enter "20,000", it means that any single debt or financial obligation that Company plans to incur and that exceeds the sum of USD 20,000 should be approved separately by the Board of Directors. 

• The Board of Directors must approve any Company's contract, agreement or transaction exceeding (in USD annually):

  !

  Indicate the minimum threshold for a transaction or contract, in excess of which the approval by the special resolution of the Board of Directors is required. Such a threshold should be a sum of all Company’s annual contractual obligations or duties.

  A special resolution means that 75 % of all directors in the Board shall vote for such a transaction.

• Select the date on which shareholders sign this Agreement:

• Add signature to document?

  • Yes
  • No

• Add your signature:

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