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FII Form of BoD Brussels (NV/SA)

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FII Form of BoD Brussels (NV/SA) Powered By Docstoc
					           Minutes of the Board of Directors Meeting held on the [*] of [*] 20[*]




                                         BUREAU


The meeting is opened at [*], and chaired by [*].

The Chairman designates [*] as secretary, who accepts.


                              COMPOSITION OF THE BOARD


All the Directors of the company are present. They sign the present Minutes at each page
and at the bottom of the last page.


                                         AGENDA


The Directors decide unanimously to cover the following agenda:


       1   Drafting of a report concerning the issuance of a warrant to Founder Institute,
           Incorporated;

       2   Miscellaneous.


                            DELIBERATION AND RESOLUTIONS


FIRST AND SOLE RESOLUTION


The Board of Directors agrees unanimously to issue the report concerning the issuance of
a warrant to Founder Institute, Incorporated, as follows:

SPECIAL REPORT OF THE BOARD OF DIRECTORS, ISSUED IN ACCORDANCE WITH
ARTICLES 583, 596 AND 598 OF THE BELGIAN CORPORATE CODE, CONCERNING THE
ISSUANCE OF A WARRANT WHICH INCLUDES THE LIMITATION AND CANCELLATION OF
SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS.

The present special report is drafted in accordance with articles 583, 596 and 598 of the
Belgian Corporate Code and is related to the issuance of a warrant to Founder Institute,
Incorporated, a Delaware corporation (“FII”), which will entitle FII to subscribe up to that
number of shares that equals three and a half percent (3.5%) of the company’s Fully-
Diluted Capitalization (as defined below), which shall be measured as of immediately
following the last closing of the next Qualified Equity Financing (as defined below)
(“Warrant”).

The issuance of the Warrant implies an important limitation of the shareholders’
preferential subscription rights, as they will not be entitled to subscribe a certain amount
of shares equal to the number mentioned above.



                                        Page 1 de 3
1. The context of the issuance of the Warrant

The founder of the company has entered on [insert date of signature of the Founder
Agreement] into a founder agreement (“Founder Agreement”) with FII.

As part of [his/her] obligations set forth under section 2 of the Founder Agreement, the
Founder had to issue a Warrant to FII in the event FII would select the company to
participate in a Bonus Pool (as defined under section 3 of the Founder Agreement);

On [__], FII has notified the company that it has been selected to participate in the
Bonus Pool.


2. The reason of the issuance of the Warrant

The issuance of the Warrant entitles the company to participate in the Bonus Pool. Each
FII participant that contributes a Warrant to the Bonus Pool shall receive a Bonus Pool
Share or pro rata portion thereof based on the number of participants.

FII will set aside thirty percent    (30%) of all the proceeds of the Bonus Pool received
within ten (10) years of the start   of the semester from the Bonus Pool. FII will attempt to
distribute any available Bonus       Pool proceeds to the participants twice annually in
accordance with their Bonus Pool     shares.

The possibility of having FII as a shareholder can benefit the company in many different
ways:

(a) As a known technology startup accelerator, FII can be a precious source of
entrepreneurial know-how.

(b) Having mentored the company during its startup-phase, FII has a profound and
privileged knowledge of the company and the business it creates. Its input during
shareholders meetings can therefore be interesting when important issues have to be
discussed and the corresponding decisions have to be taken.

(c) The training program organized by FII aims to launch over 500 companies per year in
over 13 cities worldwide. This entails that FII has a large number of contacts in many
different companies in many different countries, which form all together an interesting
networking pool.

(d) The 250 CEO mentors of the FII programs can help to bring in future investments.

The Warrant is thus issued in the interest of the company and justifies the limitation or
cancellation of the shareholders’ preferential subscription rights.


3. The main characteristics of the Warrant

The main characteristics of the Warrant are the following:

   -   The Warrant entitles FII to subscribe up to that number of shares that equals
       three and a half percent (3.5%) of the company’s Fully-Diluted Capitalization (as
       defined in the Warrant), which shall be measured as of immediately following the
       last closing of the next Qualified Equity Financing (as defined in the Warrant).

   -   FII will be free to exercise the Warrant at any other moment or not to exercise it
       at all.




                                           Page 2 de 3
   -   If FII elects to exercise the Warrant at any other moment, then the Fully-Diluted
       Capitalization of the company shall be measured at the corresponding exercise
       date.

   -   The Warrant is issued to FII at no cost and will be exercisable, in whole or in part,
       during the five years following the issuance date.

   -   The subscription price for the shares shall be the subscription price per share of
       the shares of the company paid by the investors in the next Qualified Equity
       Financing (as defined in the Warrant), provided, however, that if FII elects to
       exercise the Warrant at another moment, then the subscription price for the
       shares shall be the quotient obtained by dividing € 1,000,000 by the Fully-Diluted
       Capitalization of the company (as defined in the Warrant) at that moment.


3. The financial consequences of the Warrant

[The exact financial consequences of the issuance of the Warrant should be mentioned
and calculated according to the financial situation of the company at the moment of the
issuance of the Warrant]



4. Audit report

In accordance with article 596 of the Belgian Corporate Code, an external auditor will
draft a report that states that the present special report of the Board of Directors reflects
the financial situation of the company in a correct way and that it is sufficient to inform
the General Shareholders Meeting about the issuance of the Warrant.

Both reports will be registered with the Commercial Court in accordance with article 75 of
the Belgian Corporate Code.

A copy of both reports can be obtained in accordance with article 535 of the Belgian
Corporate Code.


                                            *
                                        *       *


All the points of the agenda being covered and the report being drafted, the meeting of
the Board of Directors is closed at [*].




Director                                            Director




                                         Page 3 de 3

				
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