Docstoc

FII MOU Brussels (BVBA/SPRL)

Document Sample
FII MOU Brussels (BVBA/SPRL) Powered By Docstoc
					                      MEMORANDUM OF UNDERSTANDING




The present Memorandum of Understanding (“MoU”) is entered into as of the date set forth
on the signature page hereto (the “Effective Date”), by and between Founder Institute,
Incorporated, a Delaware corporation (“F II”), and the individual whose name is listed on
the signature pages hereto (“Founde r”).

FII and Founder signed a Founder Agreement (“Agreement”) on [*]. The said document is
attached hereto as Exhibit A.

As a consequence of the signing of the Agreement, the Founder shall incorporate at least
one of the following Belgian companies during the Semester (as defined in the Agreement).

-      Public Limited Company (Naamloze Vennootschap / Société Anonyme);
-      Limited Liability Company (Besloten Vennootschap met Beperkte Aansprakelijkheid /
       Société Privée à Responsabilité Limitée); or
-      Limited Liability Company for starters (Starters-BVBA/SPRL starter).

According to Clause F.2 of the Agreement, if (i) Founder incorporates a Limited Liability
Company or a Limited Liability Company for starters, (ii) the Founder Company (as def ined
in the Agreement) is selected by FII to participate in the Bonus Pool (as defined in the
Agreement), and (iii) the company’s capital has reached 61.500 euros, FII and Founder
agree that Founder shall (i) convert Founder Company's structure to a Public Limited
Company, (ii) issue a Warrant in favor of FII w ithin five (5) business days of its conversion
in the form attached as Exhibit B (“Wa rra nt”) and deliver FII duly and validly executed
Board of Directors as well as General Shareholders Meeting resolutions authorizing the
issuance of the Warrant in the forms attached hereto respectively as Exhibit C and Exhibit
D.

The present MoU is governed by Belgian law and is subject to the exclusive jurisdiction of
the courts of Brussels.




Founder Institute, Incorporated                Founder
    EXHIBIT A

Founde r Agreement
  EXHIBIT B

Form of Wa rrant
              EXHIBIT C

Form of Board of Directors Resolutions
                    EXHIBIT D

Form of Ge neral Sha reholde rs Meeting Resolut ions

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:1366
posted:9/2/2010
language:English
pages:5