more pdf formatting fixes
This commit is contained in:
parent
b7b91d96d9
commit
84a6cb809e
19
CommonBoilerplate/AdditionalMembershipInterests.md
Normal file
19
CommonBoilerplate/AdditionalMembershipInterests.md
Normal file
@ -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.
|
115
CommonBoilerplate/OutsideCapRaise.md
Normal file
115
CommonBoilerplate/OutsideCapRaise.md
Normal file
@ -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:
|
@ -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
|
# Company Name
|
||||||
The name of the limited liability company formed hereby shall be:
|
The name of the limited liability company formed hereby shall be:
|
||||||
<company name LLC>
|
<company name LLC>
|
||||||
|
@ -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
|
# Creation of Additional Membership Interests
|
||||||
|
|
||||||
|
@ -24,6 +24,8 @@ boilerplate_files=(
|
|||||||
"../CommonBoilerplate/remove.md"
|
"../CommonBoilerplate/remove.md"
|
||||||
"../CommonBoilerplate/nda.md"
|
"../CommonBoilerplate/nda.md"
|
||||||
"../CommonBoilerplate/ip-assign.md"
|
"../CommonBoilerplate/ip-assign.md"
|
||||||
|
"../CommonBoilerplate/OutsideCapRaise.md"
|
||||||
|
"../CommonBoilerplate/AdditionalMembershipInterests.md"
|
||||||
"../SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md"
|
"../SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md"
|
||||||
)
|
)
|
||||||
|
|
||||||
|
Loading…
Reference in New Issue
Block a user