Start-Up Law Talk 0 Corporate Law Carter Mackley Mackley & Mackley, PLLC (206) Tax Deniz Kiral Turquoise Tax Advisory (425) Immigration Law Tahmina Watson Watson Immigration Law Seattle, WA, (206) Intellectual Property Law Ashley K. Long Ember Intellectual Property Law Group, PLLC (617)

START-UP DOCUMENTS OVERVIEW What are the minimum legal documents necessary for the well- organized startup company? (What documents will a sophisticated investor or acquirer expect to see?)

Big Picture Categories Corporate Formation Documents Founder Stock Purchase and Contribution Equity Compensation Other Employee Documents Technology Protection Financings Commercial Contracts

Corporate Formation Documents Articles of Incorporation (or LLC Operating Agreement) Bylaws Stock Purchase Agreements (see slide on founders) Stock Ledger and Cap Table Stock Certificates Minute Book (organizational resolutions) EIN Application State Business License Local Business License Shareholder Agreement S Election – Consent to S Election (If so electing)

Articles of Incorporation Filed with Secretary of State Authorized Shares Terms of Stock Board of Directors Voting Rules and Thresholds Special Voting Protections Director Indemnification/Liability Limitations

Bylaws Shareholder Voting Procedures Board of Directors Procedures Officer Duties Indemnification (can also be separate document)

Shareholder Agreement Voting Agreement for Board of Directors Right of First Refusal Co-Sale Drag-along Clause Break-up Death/Disability/Bankruptcy/Divorce

Founder Agreements Restricted Stock Agreement Vesting Schedule 83b Election Employment Agreement? IP Assignments and Invention Assignment Agreements

Executive Employment Agreement Base Comp Bonuses Severance Termination Cause/Good Reason Non-Compete Intellectual Property

Equity Compensation Board and Shareholder Approvals Stock Option Plan Stock Option Grant Stock Option Agreement Exercise Notice -up-law-talk-workshop-h1b-and- the-start-up/

Other Employee Documents Offer Letters Inventions Assignment and Confidentiality Stock Option Grants Tax Forms Employee Handbook Benefits disclosures

Inventions Assignment and Confidentiality Agreement All employees/all contractors should sign Assignment of Inventions Confidentiality Non-compete Non-solicitation Recites company ownership of s, etc.

Technology Protection Asset Assignments (at founding) Inventions Assignment and Confidentiality Agreement (employees and contractors) Non-Disclosure Agreements (mutual and unilateral) Trademark Registrations Patent Applications(?) Website Terms of Use

Commercial Contracts (Examples) Independent Contractor Agreement Website Terms of Use/Privacy Policy SAAS Agreement Distribution Agreement Supply Contract Engineering (Design) Services Agreement Service Provider Agreements (e.g., hosting agreement)

Financings - Series A Documents Business Plan/Private Placement Memorandum Term Sheet Cap Table Purchase Agreement Certificate of Designation Shareholder/Voting Agreement ROFR/CoSale Agreement Investor/Registration Rights Agreement SEC Form Ds – Blue Sky

Certificate of Designation Terms of Preferred Stock Liquidation Preference Dividends Conversion Terms Redemption Protective Voting Provisions

Start-Up Law Talk 16 Corporate Law Carter Mackley Mackley & Mackley, PLLC (206) Tax Deniz Kiral Turquoise Tax Advisory (425) Immigration Law Tahmina Watson Watson Immigration Law Seattle, WA, (206) Intellectual Property Law Ashley K. Long Ember Intellectual Property Law Group, PLLC (617)