Section

Offering terms

17 clauses

How can the remaining shares be dragged?

1 clause

Clause summary and text	Used	Favoured party	Author	Governing law	Source
Requires Board approval and Seed Investor Majority to force the remaining shareholders to sell their shares 1.1.Requires Board approval and Seed Investor Majority to drag the remaining shares.	1	Neutral	Genie Team	England and Wales	User uploaded

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How will dividends be paid?

1 clause

Clause summary and text	Used	Favoured party	Author	Governing law	Source
Dividends on Series Seed Shares will be paid on the same basis as dividends on Common Stock 1.1.Dividends will be paid on the Series Seed Shares on an as converted basis when, as, and if paid on the Common Stock.	3	Neutral	Genie Team	England and Wales	User uploaded

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Should expenses be reimbursed?

1 clause

Clause summary and text	Used	Favoured party	Author	Governing law	Source
Company to pay lawyer's fees 1.1.Company to reimburse counsel to investor for a fee up to £12,500.00 (+ VAT if required)	0	Neutral	Genie Team	England and Wales	User uploaded

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What are the aggregate proceeds?

1 clause

Clause summary and text	Used	Favoured party	Author	Governing law	Source
Large amount of money 1.1.(£1,200,000)	1	Neutral	Genie Team	England and Wales	User uploaded

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What are the conditions to close?

1 clause

Clause summary and text	Used	Favoured party	Author	Governing law	Source
Investment Agreement, Share Capital, IP Assignment 1.1.Completion of commercial and technology due diligence and confirmatory corporate due diligence, 1.2.including legal Shareholders structure at the point of investment and financial position of the Company at completion 1.3.all key employees and freelancers having entered into service agreements containing IP assignment provisions, 1.4.all IP rights associated with the service provided by the Company have been transferred to the Company and 1.5.execution of an Investment Agreement satisfactory to the Lead Investor and all the necessary deeds to increase the Share Capital	0	Neutral	Genie Team	England and Wales	User uploaded

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What are the founder matters?

1 clause

Clause summary and text	Used	Favoured party	Author	Governing law	Source
IP assignment, non-competition/solicitation agreement, employment agreement 1.1.Founders shall have assigned all relevant IP to the Company prior to closing. Each Founder will enter into a non-competition and non-solicitation agreement, and an employment agreement in a form reasonably acceptable to the Investor, and shall agree to devote their entire business time and attention to the Company and to not undertake additional activities without the consent of the Investor.	0	Neutral	Genie Team	England and Wales	User uploaded

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What are the voting rights?

1 clause

Clause summary and text	Used	Favoured party	Author	Governing law	Source
Series Seed Preferred Stock has voting rights on all matters 1.1.Series Seed votes together with the Common Stock on all matters on an as-converted basis. Approval of a majority of the Series Seed Preferred Stock required to: (i) adversely change rights of the Series Seed Preferred Stock; (ii) create or change the authorized number of shares; (iii) authorize a new series of Preferred Stock having rights senior to or on parity with the Series Seed Preferred Stock; (iv) redeem or repurchase any shares; (v) declare or pay any dividend; (vi) change the number of directors; or (vii) liquidate or dissolve, including any change of control.	0	Neutral	Genie Team	England and Wales	User uploaded

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What is the breakdown of the investment?

1 clause

Clause summary and text	Used	Favoured party	Author	Governing law	Source
£900,000 from [Company] (“Lead Investor”); £300,000 from additional investors (jointly, the “Investors”) 1.1.£900,000 from [Company] (“Lead Investor”); £300,000 from additional investors (jointly, the “Investors”).	0	Neutral	Genie Team	England and Wales	User uploaded

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What is the right of first refusal?

1 clause

Clause summary and text	Used	Favoured party	Author	Governing law	Source
Protection for investors 1.1.Standard right of first refusal and co-sale rights for the holders of Seed Preferred in case of transfer of any shares.	0	Neutral	Genie Team	England and Wales	User uploaded

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What is the valuation?

1 clause

Clause summary and text	Used	Favoured party	Author	Governing law	Source
Pre-money valuation: £[VALUE] Fully diluted capitalization: 9.07% 1.1.Price per share (the “Original Issue Price”) of £xxx, based on pre-money valuation of £[VALUE] so that after the round the Lead Investor will hold x% of the Company on a fully diluted basis (including any capital increase arising from the conversion of any outstanding convertible notes or from the execution of any security-related agreements or from issue of options pool). A percentage of the fully diluted capital of the Company (based on the capitalization immediately following the closing of the proposed financing) equal to 9.07% would be reserved for a share option plan, with half reserved pre-investment and the other half post-investment(“ESOP). 1.2.See cap table attached for additional details.	0	Neutral	Genie Team	England and Wales	User uploaded

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