[{"data":1,"prerenderedAt":524},["ShallowReactive",2],{"document-equity-distribution-agreement-D13266":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":523},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"EQUITY DISTRIBUTION AGREEMENT This Equity Distribution Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME], (the \"Company\"), a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [MANAGER'S NAME], (the \"Manager\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Company and the Manager shall be referred to as the \"Parties.\" NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: DISTRIBUTION OF SECURITIES The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, up to [SPECIFY NUMBER] shares (the \"Shares\") of the Company's common stock, par value [SPECIFY VALUE] per Share (the \"Common Stock\"), from time to time during the term of this Agreement and on the terms set forth in this Agreement. For purposes of selling the Shares through the Manager, the Company hereby appoints the Manager as exclusive agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement, and the Manager agrees to use its reasonable best efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company hereby reserves the right to issue and sell Shares of Common Stock other than through or to the Manager during the term of this Agreement on terms that it deems appropriate. REPRESENTATION AND WARRANTIES BY THE COMPANY The Company represents and warrants to and agrees with the Manager that: An automatic registration statement (the \"Registration Statement\") has become, and is, effective under the Securities Act of [STATE/PROVINCE], as amended, and the rules and regulations there under (the \"Act\"); the Registration Statement and the Prospectus Supplement set forth the terms of an offering, sale and plan of distribution of Shares of the Common Stock and/or other Securities of the Company and contains or incorporates therein by reference additional information concerning the Company and its business; no stop order of the Securities and Exchange Commission (the \"Commission\") preventing or suspending the use of any Basic Prospectus, the Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus, or the effectiveness of the Registration Statement, has been issued, and no proceeding for that purpose has been initiated or threatened by the Commission. (i) At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the Manager, as of the time of each sale of Shares pursuant to this Agreement (each, a \"Time of Sale\") and Settlement Date, if any, and at all times during which a prospectus is to be delivered in connection with any sale of Shares, the Registration Statement complied and will comply in all material respects with the requirements of the Act and the rules and regulations under the Act; (ii) the Basic Prospectus, complies or will comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof), and, as of each Time of Sale, if any, and at all times during which a prospectus is required by the Act to be delivered in connection with any sale of Shares, in all material respects with the rules and regulations under the Act; (iii) each of the Prospectus Supplement and the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus Supplement, as of each Time of Sale and Settlement Date, if any, and at all times during which a prospectus is required by the Act to be delivered in connection with any sale of Shares, in all material respects with the rules and regulations under the Act; (iv) the Incorporated Documents, when they were filed with the Commission, conformed in all material respects with the requirements of the Exchange Act of [STATE/PROVINCE] and the rules and regulations of the Commission there under, and any further Incorporated Documents so filed and incorporated by reference, when they are filed with the Commission, will conform in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission there under; and (iv) each Permitted Free Writing Prospectus complied in all material respects with the Act and has been filed or will be filed in accordance with the Act (to the extent required thereby). (i) At the Effective Time with respect to the Registration Statement and each amendment thereto, the Registration Statement did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) as of each Time of Sale, the Prospectus (as amended and supplemented at such Time of Sale) and any Permitted Free Writing Prospectus, considered together (collectively, the \"General Disclosure Package\"), did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of its date and at any Settlement Date, the Prospectus did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to the Company by the Manager expressly for use in the Prospectus or in the General Disclosure Package. Each Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Manager, did not, does not and will not include any material information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus; any electronic road show relating to the offering of the Shares, when considered together with the General Disclosure Package, as of the Time of Sale, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Other than the Basic Prospectus, the Prospectus and any document not constituting a prospectus, the Company (including its agents and representatives, other than the Manager) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any \"written communication\" that constitutes an offer to sell or solicitation of an offer to buy any Shares required to be filed with the Commission without the Manager's consent (each such communication by the Company or its agents and representatives being referred to herein as an \"Issuer Free Writing Prospectus\"), other than any Permitted Free Writing Prospectus.",null,"Equity Distribution 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Distribution Agreement","/template/software-distribution-agreement-D804","https://templates.business-in-a-box.com/imgs/250px/804.png",{"label":80,"url":81,"thumb":82,"extension":10},"Simple Agreement For Future Equity Safe","/template/simple-agreement-for-future-equity-safe-D13395","https://templates.business-in-a-box.com/imgs/250px/13395.png",{"label":84,"url":85,"thumb":86,"extension":10},"Distribution Agreement Software and Multimedia","/template/distribution-agreement-software-and-multimedia-D790","https://templates.business-in-a-box.com/imgs/250px/790.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":9,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":96,"keywords":95,"url":102},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":95,"description":6},"shareholders agreement",[97,99],{"label":33,"url":98},"business-legal-agreements",{"label":100,"url":101},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":115,"url":116},"LIMITED LIABILITY COMPANY OPERATING AGREEMENT This Limited Liability Company Operating Agreement is entered into as of the [DATE], BETWEEN: [INDIVIDUAL NAMES] (the \"Managing Members\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Non-Managing Members\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] The Managing Members and the Non-Managing Members are referred to herein collectively as the \"Members\". The Members have formed the Company by causing a Certificate of Formation (the \"Certificate\") conforming to the requirements of the [STATE] Revised Limited Liability Company Act (the \"Act\") to be filed in the Office of the Secretary of State for the State of [STATE]. NAME, PURPOSE AND PRINCIPAL OFFICE OF COMPANY Name The name of the Company is [COMPANY NAME], LLC. The affairs of the Company shall be conducted under such name or such other name as the Managing Members may, in their discretion, determine. [COMPANY NAME] hereby grants the Company the right, at no cost, to use the [SPECIFY] name for the term of the Company as set forth in Article [SPECIFY] hereof. Agreement In consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members executing this Agreement hereby agree to the terms and conditions of this Agreement, as it may be amended from time to time. It is the express intention of the Members that this Agreement shall be the sole statement of agreement among them, and, except to the extent a provision of this Agreement expressly incorporates matters by express reference, this Agreement shall govern even when inconsistent with or different from the provisions of the Act or any other provision of law. Purpose; Powers Purpose. The primary purpose of the Company is to act as the general partner of [COMPANY NAME] (the \"Fund\"). Powers. Subject to all of the terms and provisions hereof, the Company shall have all powers necessary, suitable or convenient for the accomplishment of the purpose of the Company, including, without limitation, the following: to purchase, sell, invest and trade in securities of every kind, including, without limitation, capital stock, limited partnership interests, bonds, notes, debentures, securities convertible into other securities, trust receipts and other obligations, instruments or evidences of indebtedness, as well as in rights, warrants and options to purchase securities; to make and perform all contracts and engage in all activities and transactions necessary or advisable to [SPECIFY] out the purposes of the Company, including, without limitation, the purchase, sale, transfer, pledge and exercise of all rights, privileges and incidents of ownership or possession with respect to any Company asset or liability; the borrowing or lending of money and the securing of payment of any Company obligation by hypothecation or pledge of, or grant of a security interest in, Company assets; and the guarantee of or becoming surety for the debts of others; and otherwise to have all the powers available to it as a limited liability company under the Act. Registered Office and Agent The initial address of the Company registered office in [STATE] is, and its initial agent at such address for service of process is Incorporating Services Limited. The Managing Members may change the registered office and agent for service of process as they from time to time may determine. Principal Office The principal office of the Company shall initially be located at [ADDRESS]. The Managing Members may change the location of the principal office of the Company at any time. Definitions Additional Members. This term shall have the meaning ascribed to it in Paragraph 3.2. Affiliate. With reference to any person, any other person controlling, controlled by or under direct or indirect common control with such person. Agreement. This Operating Agreement of [COMPANY NAME], a [STATE] limited liability company. Assignee. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Bankruptcy. A person or entity shall be deemed bankrupt if: any proceeding is commenced against such person or entity as debtor for any relief under bankruptcy or insolvency laws, or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions and such proceeding is not dismissed within [NUMBER] days after such proceeding has commenced, or such person or entity commences any proceeding for relief under bankruptcy or insolvency laws or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions. Book Value. This term shall have the meaning ascribed to it in Paragraph 6.2(a). Capital Account. This term shall have the meaning ascribed to it in Paragraph 6.2(b). Capital Commitment. This term shall have the meaning ascribed to it in Paragraph 5.1. Capital Contribution. This term shall have the meaning ascribed to it in Paragraph 5.1(b). [SPECIFY]. The Company [PERCENTAGE] carried interest in the income of the Fund. Certificate. The Certificate of Formation of [COMPANY NAME], a [STATE] limited liability company. Code. [SPECIFY YOUR COUNTRY INTERNAL REVENUE ACT/CODE/LAW], as amended from time to time (and any corresponding provisions of succeeding law). Defaulting Member. This term shall have the meaning ascribed to it in Paragraph 5.4(a). Fiscal Quarter. This term shall have the meaning ascribed to it in Paragraph 6.2(c). Fiscal Year. This term shall have the meaning ascribed to it in Paragraph 6.2(d). Management Fee. The management fee receivable by the Company from the Fund. Net Income or Net Loss. This term shall have the meaning ascribed to it in Paragraph 6.2(e). Percentage Interest. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Sale or Exchange. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Securities Act. [YOUR COUNTRY ACT/CODE/LAW] as amended from time to time. Securities. Securities of every kind and nature and rights and options with respect thereto, including stock, notes, bonds, debentures, evidences of indebtedness and other business interests of every type, including interests in partnerships, joint ventures, proprietorships and other business entities. TMP. This term shall have the meaning ascribed to it in Paragraph 13.16. Termination Date. This term shall have the meaning ascribed to it in Paragraph 2.1. Treasury Regulations. The Income Regulations promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeeding Regulations). TERM AND TERMINATION OF THE COMPANY Term The term of the Company shall continue until [NUMBER] year after the dissolution of the Fund unless sooner terminated as provided in Paragraph 2.2 or by operation of law or extended as provided in Paragraph 2.3. The last day of the term of the Company, as such may be extended as provided herein, is referred to herein as the \"Termination Date.\" Termination The Company shall terminate prior to the end of the period specified in Paragraph 2.1 at the election of the Managing Members. The Managing Members shall deliver notice of such termination to the Non-Managing Members. Extension of Term The term of the Company may be extended by the Managing Members. The Managing Members shall provide notice of any such extension to the Non-Managing Members. INITIAL MEMBERS; CHANGES IN MEMBERSHIP Name and Address The persons listed on Exhibit A are hereby admitted as Members of the Company","LLC Operating Agreement","21",207,"https://templates.business-in-a-box.com/imgs/1000px/llc-operating-agreement-D5209.png","https://templates.business-in-a-box.com/imgs/250px/5209.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5209.xml",{"title":6,"description":6},[113,114],{"label":33,"url":98},{"label":100,"url":101},"llc operating agreement","/template/llc-operating-agreement-D5209",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":9,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":126,"keywords":125,"url":133},"EMPLOYEE STOCK OPTION AGREEMENT This Employee Stock Option Agreement (\"Option Agreement\") is made and entered into as of the date of grant set forth below (\"Date of Grant\") BETWEEN: [COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of [COUNTRY], with its head office located at [ADDRESS OF THE COMPANY], AND: [EMPLOYEE FULL NAME] (the \"Participant\"), an individual with his/her main address at [ADDRESS]. Pursuant to your Stock Option Grant Notice (\"Grant Notice\") and this Option Agreement, [COMPANY NAME] Inc., a [STATE] corporation (the \"Company\") has granted you an option under its [YEAR] Equity Incentive Plan (the \"Plan\") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the \"Date of Grant\"). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan. The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows: DEFINITIONS In the following clauses: \"Participant\" means an individual who is a manager, employee or a contractor of the Company, who is selected at the discretion of the [SPECIFY] of the Company to be granted stock options; \"Option\" means the stock option that entitles the Participant to acquire shares of the Company during the Exercise Period against payment of the Exercise Price provided for in Section 3. \"Option Shares\" means the total amount of [TYPE OF SHARES] shares of the Company which are made available for purchase by the Participant by means of the present Employee Stock Option Agreement; \"Date of Grant\" means the date on which the Participant and the Company enter into this Employee Stock Option Agreement and on which the Participant receives the Option; \"Vesting\" means the to the process by which the Participant acquires the Option Shares granted to him/her through this Employee Stock Option Agreement. Subject to the provisions hereof, your Option will vest as set out in your Grant Notice. The vesting will cease upon termination of your continuous service; \"Vesting Period\" is the period of time before shares are unconditionally owned by an employee. If that person's employment terminates before the end of the vesting period, the company can buy back the shares at the original price. \"Vesting Schedule\" means a table indicating the number of Option Shares that will vest throughout the Vesting Period, which the Participant may purchase after the Vesting Period or upon the occurrence of any of the triggering events under section 16,17 and 18; \"Vested Option Shares\" means a portion of the total amount of Option Shares which the Participant has earned the right to acquire throughout the Vesting Period and the total amount of Option Shares which the Participant has earned the right to acquire after the Vesting Period has ended; \"Anniversary Date\" means the date that is [NUMBER OF YEARS] years from the Date of Grant of the Option and as of which the Option may be exercised; \"Exercise\" means the purchase of all Option Shares by the Participant after the Vesting Period has ended, or the purchase of a fraction of vested Option Shares by the Participant upon the occurrence of certain triggering events. \"Exercise Price\" means the price, determined at the Date of Grant, at which an Option Share can be purchased by the Participant; \"Exercise Period\" means the period of time during which the Participant may purchase the Option Shares; OPTION GRANT On the date of entry into force of this Agreement, (the \"Grant Date\"), the Company grants the participant an option (the \"Option\") to purchase the aggregate number of [NUMBER OF SHARES] [TYPE OF SHARES] shares of the Company as described above (the \"Option Shares\") against payment of the exercise price per share of [PRICE PER SHARE] indicated above (the \"Exercise Price\") during the exercise period beginning on [DATE THE EXERCICE PERIOD BEGINS] and ending on [DATE THE EXERCICE PERIOD ENDS], subject to all the terms and conditions of this Agreement. EXERCISE PRICE The exercise price is set at [PRICE] per share, which represents the fair market value per share of the Company on the grant date, determined by [SPECIFY] of the Company. Also, the number of common shares subject to your option and your exercise price per share may be adjusted from time to time for capital adjustments. METHOD OF PAYMENT Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise price of your option in cash or by check or in any other manner permitted above, which may include one or more of the following: Bank draft or money order payable to the Company. WHOLE SHARES You may exercise your option only for whole Common Shares. VESTING RIGHTS Subject to the provisions hereof, your Option will vest as set out in your Grant Notice. The vesting will cease upon termination of your continuous service. EXERCISE. You may exercise the vested portion of your option during its term by delivering a notice (in a form designated by the Company) together with the exercise price to the Company's Plan administrator, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require. You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other documents and/or procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding taxes to the Company's Secretary, stock plan administrator, or such other person as the Company may designate, together with such additional documents as the Company may then require. By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise. If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the Date of Grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option. EXERCISE PRIOR TO VESTING (\"EARLY EXERCISE\") If permitted in your Grant Notice (i.e., the \"Exercise Schedule\" indicates \"Early Exercise Permitted\") and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option; provided, however, that: a partial exercise of your option will be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock;","Employee Stock Option Agreement","12","https://templates.business-in-a-box.com/imgs/1000px/employee-stock-option-agreement-D12613.png","https://templates.business-in-a-box.com/imgs/250px/12613.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12613.xml",{"title":125,"description":6},"employee stock option agreement",[127,130],{"label":128,"url":129},"Finance & Accounting","finance-accounting",{"label":131,"url":132},"Buy & Sell Shares","buy-sell-shares","/template/employee-stock-option-agreement-D12613",{"description":135,"descriptionCustom":6,"label":136,"pages":137,"size":9,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":143,"keywords":142,"url":148},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTNER NAME] (the \"Second Partner\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":142,"description":6},"partnership agreement",[144,145],{"label":33,"url":98},{"label":146,"url":147},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":9,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":158,"keywords":157,"url":163},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":157,"description":6},"non disclosure agreement nda",[159,160],{"label":33,"url":98},{"label":161,"url":162},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":165,"descriptionCustom":6,"label":166,"pages":152,"size":9,"extension":10,"preview":167,"thumb":168,"svgFrame":169,"seoMetadata":170,"parents":172,"keywords":171,"url":177},"INVESTMENT AGREEMENT This Investment Agreement (the Agreement) is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] a Company (the \"COMPANY\") organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR NAME] the principal members of the Company (the \"Company Principals\") collectively referred to in this Agreement as the \"Company Parties.\" and existing under the laws of [STATE/PROVINCE], located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] a Company (the \"COMPANY\") organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company was formed for the purpose of further developing, commercializing, and operating the business concept identified and includes any subsequent iteration of the business concept developed by the Company Parties (the \"Business\"); WHEREAS the Investor is desirous of making an investment (the \"Investment\") in the amount of [TOTAL INVESTMENT AMOUNT] into the Company to facilitate such Business. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contains, the parties hereto intending to be legally bound agree as follows: THE INVESTMENT 1.1 The Investor will make the Investment in the Company in consideration for the rights and privileges set forth in this Agreement. FUTURE ISSUANCES OF SECURITIES 2.1 From and after the date of this Agreement, the parties agree to take such further action and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other party for carrying out the purposes of this Agreement. 2.2 If at any time in the future, the Company proposes to sell and issue any debt or equity securities, or any other securities or instruments entitling the holder thereof to receive any profits, capital, assets or property of the Company (collectively, \"Securities\"), in a single transaction or series of related transactions that results in gross proceeds to the Company of at least [STATE AMOUNT] (a \"Qualified Financing\"), the Company shall deliver written notice to the Investor stating (i) its bona fide intention to offer such Securities, (ii) the amount and type of Securities to be offered and (iii) the price and terms upon which it proposes to offer such securities. Upon receipt of such notice, the Investor shall be entitled to exercise any of the rights specified in sections 3, 4 and 5. RIGHT OF FIRST OFFER 3.1 The Investor shall have the first right to purchase all the Securities to be offered and sold in such Qualified Financing at the price and on the same terms and conditions specified in the notice. RIGHT TO PARTICIPATE 4","Investment Agreement","https://templates.business-in-a-box.com/imgs/1000px/investment-agreement-D12831.png","https://templates.business-in-a-box.com/imgs/250px/12831.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12831.xml",{"title":171,"description":6},"investment agreement",[173,174],{"label":128,"url":129},{"label":175,"url":176},"Shareholders & Investors","shareholders-investors","/template/investment-agreement-D12831",false,{"seo":180,"reviewer":192,"quick_facts":196,"at_a_glance":199,"personas":203,"variants":228,"glossary":255,"clauses":289,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":454,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":510,"classification":511},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184},"Equity Distribution Agreement Template (Free Word)","Free equity distribution agreement template for allocating ownership shares among founders, partners, and investors. Used in 190+ countries. Free Word and PDF download.","equity distribution agreement template",[15,185,186,187,188,189,190,191],"equity sharing agreement template","equity split agreement template","founder equity agreement template","equity distribution agreement word","shareholder equity agreement template","startup equity distribution template","equity allocation agreement free download",{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":197,"legal_review_recommended":198,"signature_required":198},"advanced",true,{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"An Equity Distribution Agreement is a legally binding contract that formally allocates ownership percentages or share counts among founders, co-owners, investors, or key contributors in a company. This free Word download lets you specify each party's equity stake, vesting schedule, transfer restrictions, and exit rights in a single enforceable document you can edit online and export as PDF.\n","Use it at company formation, when onboarding a new co-founder or investor, when restructuring ownership after a funding round, or any time equity is granted to employees or advisors and the terms need to be documented in writing before shares are issued.\n","Party identification and ownership percentages, share class definitions, vesting schedules and cliff periods, transfer and right-of-first-refusal provisions, anti-dilution protections, dividend and distribution rights, drag-along and tag-along rights, representations and warranties, and governing law and dispute resolution clauses.\n",[204,208,212,216,220,224],{"title":205,"use_case":206,"icon_asset_id":207},"Co-founders","Locking in agreed equity splits before the company generates value or disputes arise","persona-startup-founder",{"title":209,"use_case":210,"icon_asset_id":211},"Angel investors","Documenting ownership stake, anti-dilution rights, and distribution priority at the time of investment","persona-investor",{"title":213,"use_case":214,"icon_asset_id":215},"Small business owners","Formalizing equity given to a business partner or key employee in lieu of salary","persona-small-business-owner",{"title":217,"use_case":218,"icon_asset_id":219},"Startup legal counsel","Drafting a standardized equity framework for clients ahead of a seed or Series A round","persona-attorney",{"title":221,"use_case":222,"icon_asset_id":223},"Corporate development officers","Restructuring equity among stakeholders following an acquisition or merger","persona-cfo",{"title":225,"use_case":226,"icon_asset_id":227},"Advisors and consultants","Receiving a defined equity stake in exchange for strategic services rendered","persona-advisor",[229,233,237,241,244,247,251],{"situation":230,"recommended_template":231,"slug":232},"Splitting equity among two or more co-founders at formation","Founders Equity Agreement","founders-agreement-D12653",{"situation":234,"recommended_template":235,"slug":236},"Granting stock options to employees as part of compensation","Stock Option Agreement","employee-stock-option-agreement-D12613",{"situation":238,"recommended_template":239,"slug":240},"Allocating equity to an early-stage angel investor","Simple Agreement for Future Equity (SAFE)","simple-agreement-for-future-equity-safe-D13395",{"situation":242,"recommended_template":105,"slug":243},"Distributing profits (not equity) to LLC members","llc-operating-agreement-D5209",{"situation":245,"recommended_template":89,"slug":246},"Defining equity and governance rights among all shareholders","shareholders-agreement-D1016",{"situation":248,"recommended_template":249,"slug":250},"Issuing equity to a consultant or advisor for services","Advisor Agreement with Equity","advisor-agreement-D13243",{"situation":252,"recommended_template":253,"slug":254},"Granting restricted stock units subject to a vesting schedule","Restricted Stock Unit Agreement","restricted-stock-purchase-agreement-D12855",[256,259,262,265,268,271,274,277,280,283,286],{"term":257,"definition":258},"Vesting Schedule","A timeline that determines when an equity holder's shares become fully owned, typically requiring continued service to the company over a set period.",{"term":260,"definition":261},"Cliff Period","An initial vesting period — commonly 12 months — during which no shares vest; after the cliff, a lump sum vests and the remainder accrues monthly or quarterly.",{"term":263,"definition":264},"Dilution","The reduction in an existing shareholder's ownership percentage that occurs when new shares are issued to additional investors or employees.",{"term":266,"definition":267},"Anti-Dilution Provision","A contractual protection that adjusts an investor's share count or conversion price if the company later issues shares at a lower valuation, preserving their economic position.",{"term":269,"definition":270},"Right of First Refusal (ROFR)","A clause giving the company or existing shareholders the right to purchase shares before a holder can sell them to a third party.",{"term":272,"definition":273},"Drag-Along Right","A provision allowing majority shareholders to compel minority shareholders to approve or participate in a sale of the company on the same terms.",{"term":275,"definition":276},"Tag-Along Right","A protection allowing minority shareholders to join in a sale initiated by a majority shareholder, ensuring they receive the same price and terms.",{"term":278,"definition":279},"Liquidation Preference","The priority right of certain shareholders — typically preferred-stock investors — to receive a defined return before common shareholders are paid in a liquidation or exit event.",{"term":281,"definition":282},"Cap Table","A spreadsheet recording every equity holder's name, share class, share count, ownership percentage, and the dilution effects of any future issuances.",{"term":284,"definition":285},"Share Class","A category of shares with a defined set of rights — common, preferred, Class A, Class B — each carrying different voting, dividend, and liquidation rights.",{"term":287,"definition":288},"Pro Rata Rights","The right of an existing investor to participate in future funding rounds in proportion to their current ownership, preventing dilution of their stake.",[290,295,300,305,310,315,320,325,330],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Parties and recitals","Identifies every party receiving equity by full legal name and entity type, and states the background purpose — why equity is being distributed and under what circumstances.","This Equity Distribution Agreement ('Agreement') is entered into as of [DATE] between [COMPANY LEGAL NAME], a [STATE] [ENTITY TYPE] ('Company'), and each of the individuals and entities listed in Schedule A (each, a 'Holder' and collectively, 'Holders').","Listing individuals by first name or nickname instead of full legal name. If a dispute arises, identifying the correct party in court becomes unnecessarily complicated.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Equity allocation and share classes","Specifies each party's exact ownership percentage or share count, the class of shares being issued, and any differences in voting or economic rights across classes.","The Company hereby issues to each Holder the number of shares of [CLASS] Stock set forth opposite such Holder's name in Schedule A, representing approximately [X]% of the Company's fully diluted capitalization as of the date hereof.","Stating equity as a percentage without specifying fully diluted or issued-and-outstanding basis. The two calculations produce materially different ownership percentages once options and convertible instruments are included.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Vesting schedule and cliff","Sets the timeline over which shares vest, the initial cliff period, and what happens to unvested shares if the holder leaves before full vesting.","Holder's shares shall vest over [48] months, with [25]% vesting on the [12]-month anniversary of [DATE] (the 'Cliff') and the remainder vesting in equal monthly installments thereafter, subject to Holder's continued service. Upon termination, unvested shares shall be forfeited and returned to the Company at the original issue price.","Omitting what triggers acceleration of vesting on a change of control. Without a double-trigger or single-trigger acceleration clause, founders may lose unvested equity in an acquisition even when they remain employed.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Transfer restrictions and right of first refusal","Prohibits holders from selling or transferring shares without first offering them to the company or other existing shareholders on the same terms.","No Holder may transfer any shares without first providing written notice to the Company. The Company shall have [30] days to exercise its right of first refusal to purchase all (but not less than all) offered shares at the price and on the terms stated in the transfer notice.","Setting the ROFR exercise window too short — less than 15 business days — making it impractical for the board to convene and approve a repurchase in time.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Anti-dilution protections","Adjusts the conversion price or share count of protected holders if the company issues new shares at a lower price than the holder originally paid.","In the event the Company issues additional shares at an effective price per share less than the Series [A] Original Issue Price then in effect, the Series [A] Original Issue Price shall be adjusted on a [broad-based weighted-average / full-ratchet] anti-dilution basis as set forth in Schedule B.","Applying full-ratchet anti-dilution to all investors without negotiation. Full-ratchet provisions are extremely founder-unfavorable and will heavily dilute common stockholders in a down round; broad-based weighted-average is the market standard.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Dividend and distribution rights","States whether and how dividends or profit distributions will be made, the priority order among share classes, and whether distributions are discretionary or mandatory.","The Company shall pay dividends on [Preferred / Common] Stock only when, as, and if declared by the Board of Directors, in its sole discretion. No dividend shall be paid on Common Stock until all accrued and unpaid dividends on Preferred Stock have been paid in full.","Defining dividends as mandatory in an early-stage company. A mandatory dividend obligation can create a cash-flow crisis and breach the agreement in years when the business needs to retain capital for growth.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Drag-along and tag-along rights","Drag-along requires minority holders to support a majority-approved exit; tag-along lets minority holders participate in a sale on the same economic terms as the selling majority.","If holders of [X]% or more of the outstanding shares approve a sale of the Company, each Holder agrees to vote in favor of and not obstruct such sale ('Drag-Along'). Each non-selling Holder shall have the right to participate in any approved sale on a pro-rata basis at the same price and terms ('Tag-Along').","Including drag-along rights without a minimum price floor or fairness threshold. Majority shareholders can technically drag minority holders into an exit at a nominal price without a minimum return requirement.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Representations and warranties","Each party confirms that they have authority to enter the agreement, the shares are being acquired for investment and not resale, and there are no conflicting agreements.","Each Holder represents and warrants that: (a) Holder has full legal capacity to enter into this Agreement; (b) the shares are acquired for Holder's own account for investment purposes and not with a view to distribution; and (c) Holder is not party to any agreement that conflicts with or restricts Holder's ability to perform hereunder.","Omitting the investment-intent representation for non-accredited holders. Without it, the equity issuance may constitute an unregistered securities offering under Regulation D, exposing the company to SEC enforcement.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes — including valuation disagreements or breach claims — will be resolved.","This Agreement shall be governed by and construed in accordance with the laws of the State of [DELAWARE / STATE], without regard to conflict-of-laws principles. Any dispute arising under this Agreement shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY, STATE], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing governing law based on where the founders live rather than where the company is incorporated. Delaware courts have decades of established corporate case law that most investors and acquirers expect and rely on.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Identify all parties and confirm legal entity names","List every person or entity receiving equity by their full registered legal name. For corporate holders, include state of incorporation and entity type. Cross-reference your cap table to ensure no holder is omitted.","Run a quick corporate registry search to confirm the exact legal name of any entity co-holder before finalizing — a single-word discrepancy can create enforcement problems.",{"step":342,"title":343,"description":344,"tip":345},2,"Define share classes and ownership percentages","Specify the class of shares being issued to each holder (common, preferred, Class A, Class B), the exact share count, and the resulting ownership percentage on a fully diluted basis. Attach a current cap table as Schedule A.","Always state ownership on a fully diluted basis — including all options, warrants, and convertible instruments — so every holder understands the realistic picture.",{"step":347,"title":348,"description":349,"tip":350},3,"Set the vesting schedule and cliff terms","Choose a vesting duration (standard is 48 months with a 12-month cliff for founders), define the vesting commencement date, and specify what happens to unvested shares on termination, death, or disability. Add a double-trigger acceleration clause for change-of-control events.","For advisor equity, shorter vesting periods — 12 to 24 months with no cliff — are market standard given the nature of the engagement.",{"step":352,"title":353,"description":354,"tip":355},4,"Draft the transfer restriction and ROFR provisions","Set the notice period for ROFR exercise (30 days is standard), define permitted transfers — transfers to trusts or family members — that are exempt, and specify what constitutes an involuntary transfer triggering the clause.","Include a deemed-transfer provision covering pledging shares as collateral; lenders can otherwise acquire equity through foreclosure without triggering the ROFR.",{"step":357,"title":358,"description":359,"tip":360},5,"Specify anti-dilution and pro rata rights","Choose between broad-based weighted-average (investor-friendly but fair) or full-ratchet (very aggressive) anti-dilution. Define which holders receive pro rata rights in future rounds and at what ownership threshold those rights lapse.","Limit pro rata rights to holders above a 1–2% ownership threshold to avoid administrative burden from dozens of micro-investors exercising in every round.",{"step":362,"title":363,"description":364,"tip":365},6,"Complete the drag-along and tag-along provisions","Set the majority threshold required to trigger drag-along (typically 50–67% of outstanding shares), define the minimum price floor or return multiple that protects minority holders, and confirm tag-along rights extend to all share classes.","Include a carve-out exempting drag-along from transactions with affiliates or related parties to prevent majority holders from engineering a low-price sale to themselves.",{"step":367,"title":368,"description":369,"tip":370},7,"Select governing law and dispute resolution mechanism","Choose the governing jurisdiction — Delaware is standard for US companies with outside investors — and decide between arbitration (faster, private) and litigation. Specify the arbitration body (AAA or JAMS) and the seat city.","Arbitration clauses in equity agreements should still allow injunctive relief in court; a party cannot wait for arbitration while a holder transfers shares in breach of a ROFR.",{"step":372,"title":373,"description":374,"tip":375},8,"Execute before any shares are issued or consideration is exchanged","All parties must sign the agreement before shares are issued or any payment is made. In common-law jurisdictions, post-issuance signatures require fresh consideration to be enforceable, particularly for vesting forfeiture and transfer restrictions.","Use a digital signature platform that timestamps each signature individually — courts in several jurisdictions have accepted timestamped e-signatures as evidence of the execution sequence.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Stating equity as a percentage without specifying the calculation basis","A 20% stake calculated on issued-and-outstanding shares can drop to 12% on a fully diluted basis once options and convertible notes are included. Holders discover the discrepancy too late — typically at exit.","Always define ownership percentage on a fully diluted basis in the agreement and attach a current cap table reflecting all outstanding securities.",{"mistake":382,"why_it_matters":383,"fix":384},"Omitting a vesting acceleration clause for change-of-control events","Without double-trigger acceleration language, founders with unvested equity may be forced to remain with an acquirer for years to earn their shares, or forfeit them entirely if they are terminated post-acquisition.","Add a double-trigger acceleration clause providing full or partial vesting if the holder is terminated without cause within 12 months of a qualifying acquisition.",{"mistake":386,"why_it_matters":387,"fix":388},"Applying full-ratchet anti-dilution instead of broad-based weighted-average","Full-ratchet anti-dilution resets an investor's price to the lowest price ever paid in a down round, causing extreme dilution of common shareholders and founders — often making the business uninvestable in future rounds.","Use broad-based weighted-average anti-dilution as the default and reserve full-ratchet only for lead investors in special circumstances after independent legal review.",{"mistake":390,"why_it_matters":391,"fix":392},"No minimum price protection in drag-along provisions","Without a minimum return floor, majority shareholders can legally drag minority holders into a sale at a token price, wiping out minority investors with no recourse.","Include a drag-along floor requiring that the per-share price exceed the original issue price plus a defined return multiple before the drag-along right can be exercised.",{"mistake":394,"why_it_matters":395,"fix":396},"Issuing equity without confirming securities law compliance","Equity issuances are securities transactions in most jurisdictions. An unregistered offering to non-accredited investors can trigger SEC enforcement, rescission rights, and civil liability.","Confirm that each issuance qualifies under an available exemption — typically Regulation D Rule 506(b) or (c) in the US — and collect accredited investor certifications where required.",{"mistake":398,"why_it_matters":399,"fix":400},"Executing the agreement after shares have already been issued","Vesting forfeiture provisions and transfer restrictions signed post-issuance may be unenforceable for lack of fresh consideration in common-law jurisdictions, leaving the company with no practical way to recover unvested shares from a departing founder.","Execute the agreement simultaneously with or before the initial share issuance. If late execution is unavoidable, provide documented additional consideration — a cash payment or salary increase — at the time of signing.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is an equity distribution agreement?","An equity distribution agreement is a legally binding contract that allocates ownership interests — shares, membership units, or percentage stakes — among founders, investors, employees, or advisors in a company. It specifies each party's exact ownership, the class of equity received, any vesting conditions, transfer restrictions, and the rights attached to the equity. It is the foundational document that determines who owns what and under what conditions.\n",{"question":406,"answer":407},"When should an equity distribution agreement be signed?","It should be signed before any shares are issued and before any consideration — cash, services, or IP — is exchanged. For co-founders, this means at or before the date of incorporation. For investors, it should be executed at closing of the funding round. Signing after issuance creates enforceability risks for vesting and transfer restriction clauses in common-law jurisdictions including the US, Canada, and the UK.\n",{"question":409,"answer":410},"What is the difference between an equity distribution agreement and a shareholders agreement?","An equity distribution agreement focuses on the mechanics of allocating ownership — who gets how many shares, under what vesting terms, and with what transfer restrictions. A shareholders agreement is broader, covering corporate governance, board composition, voting rights, information rights, reserved matters requiring shareholder consent, and exit procedures. Many companies use both: the equity distribution agreement governs the issuance, and the shareholders agreement governs ongoing ownership rights.\n",{"question":412,"answer":413},"Does an equity distribution agreement need to be notarized?","Notarization is not required for equity distribution agreements to be legally enforceable in most jurisdictions, including all US states, Canada, the UK, and the EU. The agreement is binding when signed by all parties with the requisite authority. However, some jurisdictions require notarized or certified copies for corporate registry filings when a change in ownership is recorded — confirm local requirements with a lawyer.\n",{"question":415,"answer":416},"What vesting schedule is standard for co-founder equity?","The most widely used schedule for co-founder equity is a 4-year vest with a 1-year cliff — meaning 25% of shares vest after 12 months and the remaining 75% vest monthly over the following 36 months. This structure is standard among venture-backed startups in the US and increasingly common in Canada, the UK, and Europe. Shorter schedules (2–3 years) are sometimes used for non-founding senior hires or advisors.\n",{"question":418,"answer":419},"Can equity be distributed without a formal agreement?","Equity can technically be issued without a formal written agreement, but doing so creates significant legal and operational risk. Without a written agreement, vesting schedules and forfeiture provisions are unenforceable, transfer restrictions do not exist, and disputes over ownership percentages must be resolved through testimony rather than contract interpretation. Most institutional investors will not fund a company that has issued equity without formal documentation.\n",{"question":421,"answer":422},"Is an equity distribution agreement the same as a SAFE note?","No. A SAFE (Simple Agreement for Future Equity) is a convertible instrument that gives an investor the right to receive equity at a future priced round — it does not immediately issue shares or establish a current ownership percentage. An equity distribution agreement issues actual shares or units at a defined price and ownership percentage on the date of execution. SAFEs are used to defer valuation; equity distribution agreements are used when valuation and ownership are being established now.\n",{"question":424,"answer":425},"What anti-dilution protection should equity holders negotiate?","Broad-based weighted-average anti-dilution is the market standard for preferred stockholders in venture-backed companies. It adjusts the conversion price proportionally based on the size and price of the new issuance, limiting but not eliminating dilution in a down round. Full-ratchet anti-dilution — which resets the conversion price to the new lower price regardless of round size — is highly aggressive, rarely granted outside exceptional circumstances, and can make future fundraising very difficult by severely diluting founders and common stockholders.\n",{"question":427,"answer":428},"Do I need a lawyer to draft an equity distribution agreement?","For straightforward co-founder splits at a single-founder-class startup with no outside investors, a high-quality template with careful customization is often sufficient. Engage a corporate lawyer when the company has or expects institutional investors, when multiple share classes are involved, when cross-border holders require jurisdiction-specific compliance, or when the equity is being issued in connection with a fundraising round. A template review typically costs $500–$1,500 and is strongly advisable before any equity issuance above nominal value.\n",[430,434,438,442,446,450],{"industry":431,"icon_asset_id":432,"specifics":433},"Technology / SaaS","industry-saas","Multi-class share structures separating founder voting control from economic rights, combined with employee option pool carve-outs and SAFE or convertible note integration at seed stage.",{"industry":435,"icon_asset_id":436,"specifics":437},"Professional Services","industry-professional-services","Equity distributed to incoming partners in lieu of or alongside cash buy-in, with performance-based vesting tied to client revenue generation and mandatory buyback provisions on departure.",{"industry":439,"icon_asset_id":440,"specifics":441},"Real Estate","industry-real-estate","Equity splits among property co-investors or joint venture partners, with distribution waterfalls tied to preferred return thresholds and profit-sharing ratios that shift once an IRR hurdle is met.",{"industry":443,"icon_asset_id":444,"specifics":445},"Manufacturing","industry-manufacturing","Equity grants to key operational managers as retention tools, often structured as restricted stock with time-based vesting and repurchase rights exercisable at book value upon termination.",{"industry":447,"icon_asset_id":448,"specifics":449},"Healthcare / MedTech","industry-healthtech","Physician and clinical-staff equity arrangements requiring careful compliance with Stark Law and anti-kickback regulations, and investor equity tied to regulatory milestone events such as FDA approval.",{"industry":451,"icon_asset_id":452,"specifics":453},"Financial Services","industry-fintech","Equity issuances subject to regulatory change-of-control approval thresholds, bonus clawback provisions aligned with deferred compensation rules, and enhanced transfer restrictions for licensed entities.",[455,458,461,464],{"vs":89,"vs_template_id":456,"summary":457},"shareholders-agreement-D13223","A shareholders agreement governs ongoing rights and obligations among all equity holders — voting mechanics, board seats, information rights, and exit procedures — after equity has been issued. An equity distribution agreement governs the act of issuing that equity: who gets what, under what vesting terms, and with what transfer restrictions. Most companies benefit from having both, executed simultaneously at the time of initial share issuance.",{"vs":105,"vs_template_id":459,"summary":460},"llc-operating-agreement-D13203","An LLC operating agreement governs the overall management, membership interests, and profit-sharing mechanics of a limited liability company as an ongoing constitutional document. An equity distribution agreement is a targeted instrument focused specifically on allocating and documenting the issuance of equity interests. LLCs often use operating agreements that incorporate equity distribution terms directly, while corporations typically use separate issuance agreements.",{"vs":235,"vs_template_id":462,"summary":463},"stock-option-agreement-D13270","A stock option agreement grants the right to purchase shares at a fixed price in the future — no equity is issued at signing. An equity distribution agreement issues actual shares immediately upon execution. Options are typically used for employees to defer taxation and preserve cash; direct equity distribution is used for co-founders, investors, and strategic partners who are acquiring an immediate ownership stake.",{"vs":136,"vs_template_id":465,"summary":466},"general-partnership-agreement-D13210","A partnership agreement defines the legal relationship, profit-sharing, decision-making authority, and liability structure of a general or limited partnership as an entity-level document. An equity distribution agreement operates within a corporate structure to allocate shares among defined stakeholders. Partnerships do not issue shares — they allocate membership or partnership interests, which are governed by the partnership agreement itself rather than a separate distribution document.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Early-stage co-founders splitting equity in a single share class with no outside investors","Free","30–60 minutes",{"best_for":473,"cost":474,"time":475},"Companies with multiple share classes, investor equity, or holders in different jurisdictions","$500–$1,500 for a corporate attorney review","2–5 business days",{"best_for":477,"cost":478,"time":479},"Funding rounds above $500K, complex cap table restructurings, regulated industries, or cross-border equity issuances","$2,000–$8,000+","1–3 weeks",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","Equity issuances are securities transactions regulated by the SEC and state blue sky laws. Most early-stage issuances rely on the Regulation D Rule 506(b) or 506(c) exemption, which requires accredited investor verification for certain holders. Delaware is the governing-law standard for venture-backed companies due to its well-developed Court of Chancery case law. California, New York, and Texas impose additional state-level securities filing requirements even for exempt offerings.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Equity issuances in Canada are regulated provincially under securities legislation administered by bodies such as the OSC in Ontario and the BCSC in British Columbia. Most private company issuances rely on the 'accredited investor' or 'friends, family, and business associates' prospectus exemptions. Quebec requires that agreements affecting shareholders resident in the province comply with the Civil Code of Quebec rather than common-law principles, which affects enforceability of certain restrictive covenants.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","Private company share issuances in the UK must comply with the Companies Act 2006, including pre-emption rights provisions that give existing shareholders the right to participate in new issuances unless expressly disapplied by the articles of association. The Financial Services and Markets Act 2000 regulates when an issuance constitutes a regulated financial promotion. Enterprise Management Incentives (EMI) schemes provide a tax-advantaged framework for employee equity that is widely used by UK startups.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","EU member states regulate private equity issuances under national company law, which varies significantly across France, Germany, the Netherlands, and other jurisdictions. The EU Prospectus Regulation exempts small private placements from full prospectus requirements but imposes documentation obligations. GDPR applies to any personal data processed in connection with equity holder records. France requires equity agreements affecting company control to be registered with the commercial court in certain circumstances, and Germany imposes notarization requirements for GmbH share transfers.",[246,243,236,502,503,504,505,506,507,232,508,509],"partnership-agreement-D12551","non-disclosure-agreement-nda-D12692","investment-agreement-D12831","employment-agreement_at-will-employee-D541","independent-contractor-agreement-D160","term-sheet-D473","convertible-note-agreement-D870","buy-sell-agreement-D12611",{"emit_how_to":198,"emit_defined_term":198},{"primary_folder":98,"secondary_folder":512,"document_type":513,"industry":514,"business_stage":515,"tags":516,"confidence":522},"equity-and-mergers","agreement","general","startup",[517,518,519,520,521],"equity","shares","ownership","founders","vesting",0.95,"\u003Ch2>What is an Equity Distribution Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Equity Distribution Agreement\u003C/strong> is a legally binding contract that formally allocates ownership interests — shares, units, or percentage stakes — among the founders, investors, employees, or advisors of a company. It establishes who owns what, in what form, and under what conditions those ownership rights vest, transfer, or are forfeited. Beyond recording numbers on a cap table, the agreement creates enforceable obligations governing vesting schedules, transfer restrictions, anti-dilution protections, distribution priority, and exit mechanics — turning an informal understanding about ownership into a document that courts, investors, and acquirers can rely on.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed equity distribution agreement, co-founder disputes over ownership percentages, vesting, and transfer rights are resolved by testimony rather than contract — an outcome that is expensive, slow, and unpredictable. Institutional investors will not fund a company that has distributed equity informally: a missing or defective equity agreement is among the most common reasons due diligence stalls and term sheets are withdrawn. At exit, an undocumented equity split can delay or collapse an acquisition when an acquirer's legal team discovers that shares were issued without enforceable vesting or transfer restrictions. This template gives you a complete, attorney-reviewed starting point covering every material term — from cliff periods and anti-dilution mechanics to drag-along rights and governing law — so you can document equity issuances correctly from day one and close funding rounds without surprises.\u003C/p>\n",1781185968679]