No comments yet.
Transfer of Shares and Related Rights
We propose that all operations involving the transfer of shares (or rights thereto) be subject to the following clauses:
i. Report in favor of the shareholders; ii. Tag-along right in favor of Company A in the event of the sale of the majority; iii. Drag-along right in favor of the Founders in the event of the sale of the majority;
We propose the following option rights in favor of Company A:
i. Free call option in favor of Company A to purchase additional shares from the Founders under the following conditions:
Subject: A percentage that allows Company A to reach 49% of the capital (total post-option share including the initial share); Price: Proportionally equal to the valuation used for the initial investment; Exercise term: 2 years from the initial investment; ii. Free call option in favor of Company A to purchase additional shares from the Founders under the following conditions:
Subject: Remaining shares held by the Founders (exit way for the Founders); Price: Market value (fair value) with the determination mechanism agreed upon by the parties or, failing that, by a third-party evaluator; Exercise term: Indeterminate; Deliberative Quorums for Certain Operations
We propose that operations exceeding normal operations (extraordinary or involving significant asset dispositions) require the favorable vote of Company A in the competent corporate body (assembly or board of directors); the operations in question should be as follows:
i. Sale of trademarks or intellectual property in general (know-how and similar); ii. Sale of the company or branches of the company; iii. Changes to the corporate purpose; iv. Capital increases reserved for third parties; v. Extraordinary corporate operations (merger, demerger, transformation);
We propose the following rights for Company A regarding the composition and compensation of the Board of Directors (BoD):
i. One seat on the administrative body is reserved for a person designated by Company A; ii. Compensation to the BoD exceeding a certain threshold (to be established based on the current situation) requires the favorable vote of Company A or its representative (depending on whether the resolution is adopted by the assembly or the BoD).
Relationships with the Founders
We propose that an exclusivity agreement be established for the activity of the Founders in favor of Company B; We propose that a non-competition agreement be established for the Founders and Company B with respect to Company A.
OPERATIONAL PARTNERSHIP BETWEEN COMPANY B AND COMPANY A
Commercial Agreement
i. We propose the signing of a commercial agreement between the two entities that provides for a reciprocal commercial fee of 15%.
