At ARAi Team, our vision is underpinned by a commitment to transparency, fairness, and shared success. As we embark on various projects, we believe that the cornerstone of our success lies in the collaboration of our talents, the trust of our investors, the strategic insights of our partners, and the wisdom of our advisory board. Structuring our enterprise with individualized JSCs (Joint Stock Companies) for each project is a strategic move to safeguard against potential risks, foster nimbleness in operations, and facilitate streamlined share distribution. This framework is sculpted from the best practices in the startup ecosystem and is tailored to strike a balance. It aims to reward the unwavering dedication of our early team members, lure the brilliance of future innovators, and leave ample room for future strategic collaborations and investments. Herein, we lay out our guiding principles for share agreements, setting the stage for mutual growth and shared achievements.
1. Founder's Stake (ARAi Team):
- 40-51%: As the foundational pillar and torchbearer of ARAi Team's vision, the sole shareholder rightfully commands the most significant share. This allocation not only reflects the pioneering risks and challenges shouldered from the outset but also ensures the heart of our vision remains undiluted, allowing ARAi Team to steer its course with conviction and agility.
2. Talent Equity Pool (Our Dedicated Team):
- 15-30%: We recognize that the heart and soul of ARAi Team extend beyond its foundational roots. Our team—both present and future—represents a constellation of brilliance that powers our journey. By earmarking a substantial equity pool, we aim to foster a culture of ownership and alignment, ensuring that our collective aspirations resonate with the larger success narrative of ARAi Team. As our voyage evolves, we remain open to recalibrating this pool to reflect our dynamic growth trajectory and to honor those who join us in midstream.
3. Visionary Investors:
- 20-30%: The wings of ARAi Team's aspirations need the winds of robust capital to soar high. This segment is a testament to our commitment to forging symbiotic relationships with investors who resonate with our vision. While investment might entail dilution, it is a strategic step toward augmenting our valuation, ensuring the pie grows larger for all.
4. Wisdom Council (Advisory Board):
- 1-5%: Beyond the daily hustle, we cherish the guiding lighthouse that our advisory board represents. While they might not be in the day-to-day trenches, their wisdom, industry acumen, and networks amplify our reach. We believe in honoring this value by ensuring their stakes vest over time, reflecting our mutual commitment to ARAi Team's long-term vision.
5. Alliance Equity (Strategic Partnerships):
- 5-10%: In the vast ocean of enterprise, strategic alliances act as the favorable currents that propel us faster and further. Whether it's a technology collaborator, a distribution maven, or a market influencer, we are committed to entwining our successes. This allocation is a testament to our belief that when we join forces, we amplify outcomes.
DEFERRED SHARES AGREEMENT
This Agreement is made this [Day] of [Month], [Year], by and between [Your Company Name], a corporation organized under the laws of [Country/State], hereinafter referred to as the "Company", and [Employee's Full Name], hereinafter referred to as the "Employee".
1. Grant of Shares:
Subject to the terms and conditions of this Agreement, the Company hereby grants to the Employee [Total Number of Deferred Shares] shares of the Company's stock (the "Shares").
2. Vesting Schedule:
(a) One-Year Cliff: None of the Shares will vest until the first anniversary of this Agreement. On the first anniversary, [25% of Total Number of Deferred Shares] will vest.
(b) Monthly/Quarterly Vesting: Subsequent to the one-year cliff, the remaining Shares will vest in equal monthly/quarterly installments over the next three years.
3. Termination of Employment:
(a) If the Employee's association with the Company terminates for any reason before the one-year cliff, all Shares will be forfeited.
(b) After the one-year cliff, only vested Shares as of the termination date will belong to the Employee. Any unvested Shares as of the termination date will be forfeited.
4. Restrictions on Transfer:
The Employee may not sell, transfer, pledge, or otherwise dispose of any Shares, vested or unvested, except as expressly provided in this Agreement.
5. Company's Right of First Refusal:
Upon any intended sale or transfer of vested Shares by the Employee, the Company shall have the right of first refusal to purchase such shares under the same terms offered by a bona fide third-party purchaser.
6. No Right to Continued Employment:
Nothing in this Agreement shall confer upon the Employee any right to continue in the Company's employ or service nor limit in any way the Company's right to terminate the Employee's employment or service at any time for any reason.
7. Binding Agreement:
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns.
8. Governing Law:
This Agreement will be governed by and construed in accordance with the laws of Republic of Lithuania
9. Amendments:
Any amendments to this Agreement must be in writing and signed by both parties.
10. Entire Agreement:
This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Deferred Shares Agreement as of the date first above written.
______________________________ ____________________________
[Your Name], [Your Position] [Employee's Full Name]
*Please keep in mind that this is a general template and serves as starting point.
INVESTOR DEFERRED SHARES AGREEMENT
This Agreement is made this [Day] of [Month], [Year], by and between [Your Company Name], a corporation organized under the laws of the Republic of Lithuania, hereinafter referred to as the "Company", and [Investor's Full Name or Entity Name], hereinafter referred to as the "Investor".
1. Grant of Shares: In accordance with the Republic of Lithuania's laws on companies, the Company grants the Investor [Total Number of Deferred Shares] shares of the Company's stock (the "Shares").
2. Vesting Schedule:
a. Initial Vesting: Upon finalizing this agreement, will be immediately vested to the Investor.
b. Subsequent Vesting: The remaining Shares will vest in equal monthly/quarterly/annual installments over [e.g., "three years"].
3. Sale or Transfer of Business: Should the Company be sold, merge with another entity, or experience another major corporate event, all unvested shares will immediately vest to the Investor.
4. Restrictions on Transfer: As per Lithuanian securities regulations, the Investor may not transfer Shares, vested or unvested, without proper disclosure and adherence to laws.
5. Company's Right of First Refusal: Upon any intended sale or transfer of vested Shares by the Investor, the Company has the first right to repurchase such shares under the terms of a bona fide third-party offer.
6. Dividends and Distributions: Any dividends or distributions declared by the Company pertaining to the Shares, whether vested or unvested, will be paid to the Investor.
7. Binding Agreement: This Agreement binds both parties, their heirs, legal representatives, and any subsequent assignees.
8. Governing Law: This Agreement adheres to the laws of the Republic of Lithuania.
9. Amendments: Amendments must be written and signed by both parties.
10. Entire Agreement: This document constitutes the entire agreement between both parties on the matter.
IN WITNESS WHEREOF, both parties have executed this Investor Deferred Shares Agreement as of the date mentioned above.
______________________________ ____________________________
[Your Name], [Your Position] [Investor's Full Name or Legal Representative Name]
*Please keep in mind that this is a general template and serves as starting point.
STRATEGIC PARTNERSHIP AGREEMENT
This Agreement is made this [Day] of [Month], [Year], between [Your Company Name], a corporation organized under the laws of the Republic of Lithuania, hereinafter referred to as the "Company", and [Partner's Full Name or Entity Name], hereinafter referred to as the "Strategic Partner".
1. Purpose of the Partnership: This agreement is intended to formalize a partnership in which both parties collaborate on [Specific Project/Goal/Initiative] to mutual benefit.
2. Roles and Responsibilities: Both parties will contribute [specific resources, time, expertise, etc.], and responsibilities will be divided as follows: [Clear list or division of responsibilities].
3. Grant of Shares: As an incentive for collaboration and to signify the importance of this partnership, the Company grants the Strategic Partner [Number of Shares] shares of the Company's stock.
4. Term and Termination: This agreement will be valid for [e.g., "24 months"], after which it can be renewed upon mutual consent. Either party may terminate this agreement with [e.g., "30 days"] notice.
5. Confidentiality: Both parties pledge to maintain confidentiality regarding proprietary or confidential information exchanged during the partnership.
6. Dispute Resolution: Any disputes arising out of this agreement will be resolved amicably through discussion or, if needed, through mediation under the laws of the Republic of Lithuania.
7. Governing Law: This Agreement adheres to the laws of the Republic of Lithuania.
8. Amendments: Changes to this Agreement must be in writing and endorsed by both parties.
IN WITNESS WHEREOF, both parties have executed this Strategic Partnership Agreement as of the date first above written.
______________________________ ____________________________
[Your Name], [Your Position] [Strategic Partner's Name or Legal Representative Name]
*Please keep in mind that this is a general template and serves as starting point.
ADVISORY BOARD AGREEMENT
This Agreement is made this [Day] of [Month], [Year], by and between [Your Company Name], a corporation organized under the laws of the Republic of Lithuania, hereinafter referred to as the "Company", and [Board Member's Full Name], hereinafter referred to as the "Advisory Board Member".
1. Role and Expectations: The Advisory Board Member agrees to provide strategic advice, insights, and feedback to support the Company's goals and vision.
2. Grant of Shares: As a token of appreciation and in return for their commitment, the Company grants the Advisory Board Member [Number of Shares] shares of the Company's stock (the "Shares").
3. Duration: The duration of this advisory role will be [e.g., "24 months"], after which the agreement can be renewed based on mutual consent.
4. Confidentiality: The Advisory Board Member agrees to maintain confidentiality regarding any proprietary or confidential information shared during their tenure.
5. Governing Law: This Agreement adheres to the laws of the Republic of Lithuania.
6. Amendments: Any amendment to this Agreement must be in writing and signed by both parties.
IN WITNESS WHEREOF, both parties have executed this Advisory Board Agreement as of the date first above written.
______________________________ ____________________________
[Your Name], [Your Position] [Advisory Board Member's Name]
*Please keep in mind that this is a general template and serves as starting point.
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