From 84a6cb809e8585a832eb3c3f550501d2f92792d9 Mon Sep 17 00:00:00 2001 From: Charles Wyble Date: Tue, 27 Oct 2020 21:34:47 -0500 Subject: [PATCH] more pdf formatting fixes --- .../AdditionalMembershipInterests.md | 19 +++ CommonBoilerplate/OutsideCapRaise.md | 115 +++++++++++++++++ SingeLLCOpAgreement/CompanyNameAndPurpose.md | 5 + ...iMember-ProfitInterestGrant-OpAgreement.md | 121 ------------------ build/common.sh | 2 + 5 files changed, 141 insertions(+), 121 deletions(-) create mode 100644 CommonBoilerplate/AdditionalMembershipInterests.md create mode 100644 CommonBoilerplate/OutsideCapRaise.md diff --git a/CommonBoilerplate/AdditionalMembershipInterests.md b/CommonBoilerplate/AdditionalMembershipInterests.md new file mode 100644 index 0000000..613489e --- /dev/null +++ b/CommonBoilerplate/AdditionalMembershipInterests.md @@ -0,0 +1,19 @@ + +# Creation of Additional Membership Interests + +Additional Membership Interests may be created and issued to existing or new +Members or Persons, and such other Persons may be admitted to +the Company as Members in one or more classes, with the unanimous written +conset of the Board Of Directors, and all Company Members on such terms and +conditions as the Board Of Directors and Company Members may approve at +the time of admission. + +The creation of new Membership Interests, the +admission of any new Members, or the creation of any new class or group +of Members in accordance with this Agreement may + +* (i) result in the dilution of the Sharing Ratios of existing Members + +* (ii) be reflected as an amendment to this Agreement or a Supplement which shall +be valid if executed by the entirety of the Board Of Directors, all existing +Company Members and the new Member. diff --git a/CommonBoilerplate/OutsideCapRaise.md b/CommonBoilerplate/OutsideCapRaise.md new file mode 100644 index 0000000..d10dcf6 --- /dev/null +++ b/CommonBoilerplate/OutsideCapRaise.md @@ -0,0 +1,115 @@ + +# Outside Capital Raising + +insert any terms and conditions here.... + +perhaps mention sources of revenue, markets being pursued etc... + +## Non Equity and Non Debt based + +Capital will be primarily sought through the pursuit of abc from xyz (but not +limited to): + +* +* +* +* +* + +## Restrictions on Capital Sources + +* +* + +## Equity Based Raises + +### General Conditions and Requirements + +Any grant of equity in exchange for outside capital investment in the Company +shall be on the following (or substantially similiar) terms and conditions , +and require unamious written consent of the Members and the Board Of Directors. + +### Terms and Conditions + +[PUBLIC] Earnest Shared Earnings Agreement v1.3 +SHARED EARNINGS AGREEMENT BETWEEN EARNEST CAPITAL AND Company. + +Date + +The following is a summary of the principal terms with respect to the proposed financing of _______________ (the “Company”). Except for the section entitled “Confidentiality,” this summary of terms does not constitute a legally binding obligation. The parties intend to enter into a legally binding obligation only pursuant to definitive agreements to be negotiated and executed by the parties. +Amount of Investment + +$___________ + +Shared Earnings +By the 10th day of each quarter, the Company will pay the Investor the Percentage +(as defined below) of: the Company's Founder Earnings (as defined below) +less the proportional Founder Earnings Threshold (as defined below), +in the preceding quarter. + +Shared Earnings shall continue until the Investor has received the Shared Earnings Cap. + +The Percentage +The Percentage shall be ___%. + +Net Income +Net Income means net income determined in accordance with GAAP. + +Founder Earnings +Founder Earnings means Net Income, adding back any founders' salaries. + +Founder Earnings Threshold +$________ per founder per year. + +Shared Earnings Cap +The Shared Earnings Cap will be __X the investment amount. + +Equity Basis +The Equity Basis will be the greater of (i) any unpaid portion of the Shared Earnings Cap, +or (ii) the Amount of Investment. + +Equity Conversion +The Investor has the right, at its option, to convert the Equity Basis into the shares +sold by the Company in its next fixed-price round of financing, at a price per share +equal to the lesser of + (i) the price of the securities sold in the next financing, +or (ii) at a price per share calculated by dividing the Valuation Cap (defined below) +by all issued and outstanding shares plus all shares reserved for issuance +under any equity incentive plan at the time of the closing of the next financing. + +Valuation Cap +$_____________ + +Sale +On a sale of the Company, the Investor is entitled to receive the +greater of +(i) any unpaid amount of the Shared Earnings Cap or +(ii) the amount the Investor would be entitled to receive if it converted the Equity Basis +at the Valuation Cap. + +Information Rights +The Investor is entitled to standard information and inspection rights including any +records of accounting necessary to verify Shared Earnings calculations. + +Board Observer +The Investor will be entitled to attend Board Meetings as an observer upon its request, +subject to executing a standard form observer confidentiality agreement. + +Participation Rights +The Investor will have the right to participate on a pro rata basis in subsequent +issuances of Membership Interests, subject to customary exclusions. + +Confidentiality +Without the consent of the Investor, the Company shall not disclose these terms to +anyone other than the Company's officers, directors, and key service providers. + +COMPANY: + +Name: +Title: +Date: +INVESTOR: + +Name: +Title: +Date: diff --git a/SingeLLCOpAgreement/CompanyNameAndPurpose.md b/SingeLLCOpAgreement/CompanyNameAndPurpose.md index a8c401c..cf94d29 100644 --- a/SingeLLCOpAgreement/CompanyNameAndPurpose.md +++ b/SingeLLCOpAgreement/CompanyNameAndPurpose.md @@ -1,3 +1,8 @@ +# Introduction +In order to form a limited liability company pursuant to and in +accordance with the Texas Business Organization Code (BOC), as amended +from time to time, the Members hereby agree as follows: + # Company Name The name of the limited liability company formed hereby shall be: diff --git a/SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md b/SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md index 99ad786..362992f 100644 --- a/SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md +++ b/SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md @@ -1,124 +1,3 @@ -# Introduction -In order to form a limited liability company pursuant to and in -accordance with the Texas Business Organization Code (BOC), as amended -from time to time, the Members hereby agree as follows: - - -# Outside Capital Raising - -insert any terms and conditions here.... - -perhaps mention sources of revenue, markets being pursued etc... - -## Non Equity and Non Debt based - -Capital will be primarily sought through the pursuit of abc from xyz (but not -limited to): - -* -* -* -* -* - -## Restrictions on Capital Sources - -* -* - -## Equity Based Raises - -### General Conditions and Requirements - -Any grant of equity in exchange for outside capital investment in the Company -shall be on the following (or substantially similiar) terms and conditions , -and require unamious written consent of the Members and the Board Of Directors. - -### Terms and Conditions - -[PUBLIC] Earnest Shared Earnings Agreement v1.3 -SHARED EARNINGS AGREEMENT BETWEEN EARNEST CAPITAL AND Company. - -Date - -The following is a summary of the principal terms with respect to the proposed financing of _______________ (the “Company”). Except for the section entitled “Confidentiality,” this summary of terms does not constitute a legally binding obligation. The parties intend to enter into a legally binding obligation only pursuant to definitive agreements to be negotiated and executed by the parties. -Amount of Investment - -$___________ - -Shared Earnings -By the 10th day of each quarter, the Company will pay the Investor the Percentage -(as defined below) of: the Company's Founder Earnings (as defined below) -less the proportional Founder Earnings Threshold (as defined below), -in the preceding quarter. - -Shared Earnings shall continue until the Investor has received the Shared Earnings Cap. - -The Percentage -The Percentage shall be ___%. - -Net Income -Net Income means net income determined in accordance with GAAP. - -Founder Earnings -Founder Earnings means Net Income, adding back any founders' salaries. - -Founder Earnings Threshold -$________ per founder per year. - -Shared Earnings Cap -The Shared Earnings Cap will be __X the investment amount. - -Equity Basis -The Equity Basis will be the greater of (i) any unpaid portion of the Shared Earnings Cap, -or (ii) the Amount of Investment. - -Equity Conversion -The Investor has the right, at its option, to convert the Equity Basis into the shares -sold by the Company in its next fixed-price round of financing, at a price per share -equal to the lesser of - (i) the price of the securities sold in the next financing, -or (ii) at a price per share calculated by dividing the Valuation Cap (defined below) -by all issued and outstanding shares plus all shares reserved for issuance -under any equity incentive plan at the time of the closing of the next financing. - -Valuation Cap -$_____________ - -Sale -On a sale of the Company, the Investor is entitled to receive the -greater of -(i) any unpaid amount of the Shared Earnings Cap or -(ii) the amount the Investor would be entitled to receive if it converted the Equity Basis -at the Valuation Cap. - -Information Rights -The Investor is entitled to standard information and inspection rights including any -records of accounting necessary to verify Shared Earnings calculations. - -Board Observer -The Investor will be entitled to attend Board Meetings as an observer upon its request, -subject to executing a standard form observer confidentiality agreement. - -Participation Rights -The Investor will have the right to participate on a pro rata basis in subsequent -issuances of Membership Interests, subject to customary exclusions. - -Confidentiality -Without the consent of the Investor, the Company shall not disclose these terms to -anyone other than the Company's officers, directors, and key service providers. - -COMPANY: - -Name: -Title: -Date: -INVESTOR: - -Name: -Title: -Date: - # Creation of Additional Membership Interests diff --git a/build/common.sh b/build/common.sh index 904c4ab..7c48ff3 100644 --- a/build/common.sh +++ b/build/common.sh @@ -24,6 +24,8 @@ boilerplate_files=( "../CommonBoilerplate/remove.md" "../CommonBoilerplate/nda.md" "../CommonBoilerplate/ip-assign.md" +"../CommonBoilerplate/OutsideCapRaise.md" +"../CommonBoilerplate/AdditionalMembershipInterests.md" "../SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md" )