[{"id":"f7ceb0d9-db0c-4c31-8a03-9a7dbf39b61c","order":1,"text":"FOUNDERS' AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"3535fefe-fc0d-486d-9b06-470a6675c443","order":2,"text":"relating to [Name of the company]","fontSize":"16","textAlign":"center","bold":false,"underline":false,"marginBottom":"26","cflou":false,"active":true},{"id":"2b440bee-19d3-49a7-a6df-9adb98b77c4b","order":3,"text":"THIS FOUNDERS' AGREEMENT is made on [Date of this Agreement].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"1f9ef885-7da7-4350-8855-86d60827c363","order":4,"text":"BETWEEN:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"936c5c16-1a37-4ad9-8000-e3286d394c68","order":5,"text":"(1) [Full name of the First Founder], holder of Hong Kong identity card or passport number [Identity card or passport number], whose address is at [Residential address] (the "First Founder");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"4ec54594-125c-4a6f-91c9-8d2c67055434","order":6,"text":"(2) [Full name of the Second Founder], holder of Hong Kong identity card or passport number [Identity card or passport number], whose address is at [Residential address] (the "Second Founder");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"3093b411-e30f-471a-b06a-c99f264267f2","order":7,"text":"(3) [Full name of the Third Founder], holder of Hong Kong identity card or passport number [Identity card or passport number], whose address is at [Residential address] (the "Third Founder");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"2","type":"remove","operator":"="}]},{"id":"f2049742-8669-4509-8730-b8f4d7d41dfb","order":8,"text":"(4) [Full name of the Fourth Founder], holder of Hong Kong identity card or passport number [Identity card or passport number], whose address is at [Residential address] (the "Fourth Founder");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"2","type":"remove","operator":"="},{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"3","type":"remove","operator":"="}]},{"id":"f68230e9-ae41-4ba4-97ea-93fdc425454b","order":9,"text":"(each a "Founder" and together the "Founders").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"211cf8f6-e753-4bbd-a018-04c7eb78b4bd","order":10,"text":"BACKGROUND","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7223b5ae-a8c3-4efc-8836-04a5a8da5cad","order":11,"text":"(A) The Founders have agreed to establish, own and develop together a business consisting of [Description of the business] (the "Business").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"50254e29-08a8-40ad-a559-44f7ee7aad23","order":12,"text":"(B) The Business is carried on by [Name of the company], a private company limited by shares incorporated in Hong Kong under the Companies Ordinance (Cap. 622) with company number [Company number] and having its registered office at [Registered office address] (the "Company").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"2cb7c32c-dd0a-4cc0-b5cf-cdd8ea3b943b","value":"proposed","type":"remove","operator":"="}]},{"id":"99009528-1dff-4ddc-86cf-f20b946d7355","order":13,"text":"(B) The Founders intend to incorporate a private company limited by shares in Hong Kong under the Companies Ordinance (Cap. 622) under the name [Name of the company], or such other name as may be approved by the Registrar of Companies, having its registered office at [Registered office address] (the "Company"), for the purpose of carrying on the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"2cb7c32c-dd0a-4cc0-b5cf-cdd8ea3b943b","value":"incorporated","type":"remove","operator":"="}]},{"id":"e6f70f1a-39d2-4170-8759-8f54f19baaaf","order":14,"text":"(C) The Founders wish to record in writing the terms on which they will hold shares in the Company, contribute time and effort to the Business, transfer intellectual property to the Company, and regulate their relationship as founders, shareholders and directors, including the consequences of a Founder ceasing to be involved in the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"326f5209-5eb4-4adb-a44b-c16ef1b9588a","order":15,"text":"(D) Each Founder enters into this Agreement in consideration of the mutual covenants and undertakings given by each of the other Founders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"c99d7a11-ceb4-4df0-894c-be2393bd272c","order":16,"text":"IT IS AGREED as follows:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"3467d07a-1420-41d2-9d6f-4e3d5fe36da9","order":17,"text":"1. DEFINITIONS AND INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S01"},{"id":"08550c7e-0870-494f-aca1-a704d654cc31","order":18,"text":"In this Agreement, the following expressions have the following meanings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3aa9bef2-3e08-4354-a487-364c69820efb","order":19,"text":""Articles" means the articles of association of the Company for the time being in force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a88a9ef0-5b94-4184-82b1-75a341500e9f","order":20,"text":""Bad Leaver" means a Leaver who is not a Good Leaver.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b5b654f9-b791-42f5-b7d1-c4cc9b78d097","order":21,"text":""Board" means the board of directors of the Company for the time being.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6e4061b9-1163-46c8-a27c-aabee766d952","order":22,"text":""Business Day" means a day (other than a Saturday, a Sunday or a general holiday in Hong Kong) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours, and on which no tropical cyclone warning signal No. 8 or above and no black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"46bb0810-2318-48a3-a687-723191e33eac","order":23,"text":""Cliff Period" means the period of [Cliff] months beginning on the Vesting Commencement Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"24471cdb-60f9-4231-a0d5-283ac567a68b","order":24,"text":""Confidential Information" means all information of a confidential nature relating to the Company, the Business or any Founder, in whatever form and whether or not marked as confidential, including business plans, financial information, source code, algorithms, models, designs, technical data, know-how, trade secrets, customer and supplier lists, pricing, marketing and product development plans, and the terms of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e404192e-969b-4db4-b864-eb68b390817a","order":25,"text":""Deed of Adherence" means a deed substantially in the form set out in the Schedule to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a045f05c-eb93-4464-b543-5a7a01f8d5b1","order":26,"text":""Disqualifying Circumstance" means any of the circumstances listed as such in the Section entitled "Departure of a Founder".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e9a3d66f-405c-41ba-8bbb-7be8ada18915","order":27,"text":""Encumbrance" means any mortgage, charge, pledge, lien, option, right of pre-emption, right of first refusal, assignment by way of security, trust arrangement or other third party right or security interest of any kind.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f6cde491-db70-4817-8769-d799b9185a73","order":28,"text":""Fair Value" means the value of a share determined in accordance with the Section entitled "Compulsory Transfer and Price".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b4599661-6896-4a6d-851b-5e071af696c3","order":29,"text":""Founder Shares" means the [Total number of shares] ordinary shares in the capital of the Company issued or to be issued to the Founders in the proportions set out in the Section entitled "Share Capital and Shareholding", together with any shares derived from them by way of bonus issue, subdivision, consolidation, conversion or reconstruction, and any further shares subscribed for by a Founder which the Founders unanimously agree in writing shall be treated as Founder Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9ff06c7a-3a2f-4b22-b84f-852bf58e2df2","order":30,"text":""Good Leaver" means a Leaver who ceases to be involved in the Business by reason of death; or permanent incapacity through illness or injury which prevents that Founder from performing his or her role for a continuous period of six months; or termination of his or her engagement by the Company otherwise than in a Disqualifying Circumstance; or in any other circumstances which all the other Founders unanimously determine in writing to be those of a Good Leaver.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ae342ac2-28ff-4369-9c6d-bf4abdf20092","order":31,"text":""Group" means the Company and any subsidiary or holding company of the Company and any subsidiary of any such holding company for the time being, and "member of the Group" is construed accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"efff6797-0fc4-47ce-b0f7-eb6ae97caf85","order":32,"text":""Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"57c53449-c03c-4d34-95f3-de343de4d762","order":33,"text":""Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks, service marks, business and trade names, domain names, rights in get-up and goodwill and the right to sue for passing off, rights in designs (whether registered or unregistered), database rights, rights in computer software and source code, rights in layout-designs (topographies) of integrated circuits, rights in confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5806a1b3-5f3e-4547-8b4c-b15dbf021f4a","order":34,"text":""Issue Price" means, in respect of a Founder Share, the amount (if any) paid or payable to the Company on the issue of that share, without interest and without any adjustment for inflation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e6fcf5a9-cb9b-49cf-8bbd-67a67c2eeb3c","order":35,"text":""Leaver" means a Founder who ceases, for any reason, to be involved in the Business as an employee, director, officer, consultant or otherwise, and "Leaving Date" means the date on which that Founder so ceases.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c906e2c1-8ca7-41da-9de4-5514a22865f8","order":36,"text":""Ordinance" means the Companies Ordinance (Cap. 622) of the laws of Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d47e5a85-a158-45e3-b544-eca5beb142c4","order":37,"text":""Reserved Matter" means any of the matters listed in the Section entitled "Management, Board and Reserved Matters".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9e8d2cfc-c0aa-4b5d-a4f9-19cfdb611455","order":38,"text":""Shareholding Percentage" means, in relation to a Founder, the percentage of the issued share capital of the Company held by that Founder from time to time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9830c204-eb96-4df5-8160-58c5002c40eb","order":39,"text":""Shares" means shares in the capital of the Company of any class from time to time, and "share" is construed accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"bc756431-12af-4da4-af4d-c51bc653a0cc","order":40,"text":""Unvested Shares" means, in relation to a Founder at any time, those of his or her Founder Shares which have not then vested in accordance with the Section entitled "Vesting of the Founder Shares", and "Vested Shares" means those of his or her Founder Shares which have then so vested.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a104eb01-f459-4175-a794-cba1940331ce","order":41,"text":""Vesting Commencement Date" means [Vesting commencement date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ccb4448f-7d1f-40cd-a702-a9f926b25c98","order":42,"text":""Vesting Period" means the period of [Number of years] years beginning on the Vesting Commencement Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2b6f598e-8d42-47fd-8f82-ee8277ec8408","order":43,"text":"In this Agreement, unless the context otherwise requires, words in the singular include the plural and vice versa; a reference to one gender includes every gender; a reference to a person includes an individual, a body corporate, an unincorporated association and a partnership; a reference to an Ordinance is to that Ordinance as amended, extended, consolidated or re-enacted from time to time and includes any subsidiary legislation made under it; a reference to writing includes email; a reference to a Section is to a numbered Section of this Agreement; the headings are for convenience only and do not affect the interpretation of this Agreement; and any words following the expressions "including", "in particular" or "for example" are illustrative only and do not limit the sense of the words preceding them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d72b3a39-836d-4f60-8dbf-72bea36b8979","order":44,"text":"Where any obligation in this Agreement is expressed to be undertaken by more than one Founder, that obligation is given by each of them severally and not jointly and severally, save where this Agreement expressly provides otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"791bdb6d-d115-4f3c-8101-dc9ec877e4c4","order":45,"text":"2. THE COMPANY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S02"},{"id":"dcc9e7d0-5ff6-4ed9-bf12-01b0d739c65d","order":46,"text":"The Founders shall carry on the Business exclusively by and through the Company, and shall not carry on the Business, or any part of it, in their own names or through any other vehicle.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"896c36d0-98eb-4174-ba3c-1eae09de092a","order":47,"text":"The Company is a private company limited by shares incorporated in Hong Kong under the Ordinance with company number [Company number], and the Founders shall procure that the Company at all times maintains a valid business registration certificate under the Business Registration Ordinance (Cap. 310), keeps a company secretary who is ordinarily resident in Hong Kong or is a body corporate having its registered office or a place of business in Hong Kong, has at all times at least one director who is a natural person, and complies with its filing obligations under the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"2cb7c32c-dd0a-4cc0-b5cf-cdd8ea3b943b","value":"proposed","type":"remove","operator":"="}]},{"id":"a1dc0717-5e6f-40ea-bca1-29b1e374843e","order":48,"text":"The Founders shall, as soon as reasonably practicable after the date of this Agreement, procure the incorporation of the Company in Hong Kong as a private company limited by shares under the Ordinance, apply for a business registration certificate under the Business Registration Ordinance (Cap. 310), appoint a company secretary who is ordinarily resident in Hong Kong or is a body corporate having its registered office or a place of business in Hong Kong, and ensure that at least one director of the Company is a natural person. The reasonable costs of incorporation shall be borne by the Company or, pending incorporation, by the Founders in proportion to their respective Shareholding Percentages.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"2cb7c32c-dd0a-4cc0-b5cf-cdd8ea3b943b","value":"incorporated","type":"remove","operator":"="}]},{"id":"934ac78f-b617-41c7-8dbd-937687b6036e","order":49,"text":"The registered office of the Company is, or on incorporation shall be, at [Registered office address], or such other address in Hong Kong as the Board may resolve.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"7884434e-2907-466e-ab79-d19c8d02689b","order":50,"text":"The Founders shall exercise all voting and other rights available to them to procure that the Articles are, and remain, consistent with this Agreement. If there is any inconsistency between this Agreement and the Articles, this Agreement prevails as between the Founders, and the Founders shall take all steps within their power to amend the Articles so as to remove the inconsistency, to the extent permitted by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"50c05e18-67c2-4d98-9369-3aba94a882c2","order":51,"text":"Nothing in this Agreement obliges the Company or any Founder to act in breach of the Ordinance or of any other applicable law. The Founders shall procure that the Company, on incorporation or as soon as practicable after the date of this Agreement, adopts, ratifies and gives effect to the arrangements contemplated by this Agreement, including by allotting and issuing the Founder Shares, updating its register of members, and making all filings required with the Companies Registry.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"7b2762e4-a967-4b63-a506-83f858c53a97","order":52,"text":"The Company is not a party to this Agreement at the date of it. The Founders shall procure that the Company, on incorporation or as soon as practicable after the date of this Agreement, executes the acknowledgement set out at the end of this Agreement, by which the Company agrees to be bound by those provisions of this Agreement which are expressed to apply to it, including those relating to the assignment of intellectual property, confidentiality, the maintenance of the register of members, the issue of share certificates and the refusal to register any transfer made in breach of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"23019ddb-a20a-4aea-abf7-72f03f90a1a3","order":53,"text":"Each Founder shall promptly provide the Company with all information and confirmations reasonably required to enable the Company to keep and maintain its significant controllers register in accordance with the Ordinance, and shall notify the Company promptly of any change to that information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9e19747c-f3fc-473f-9096-358e291574c3","order":54,"text":"3. SHARE CAPITAL AND SHAREHOLDING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S03"},{"id":"8c3c9529-f4c7-4fe0-b78e-a14efd2b3712","order":55,"text":"The share capital of the Company consists of ordinary shares of a single class, which under the Ordinance have no par value and rank equally in all respects, including as to voting, dividends and return of capital.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"25a7e9b5-0520-4be0-9ce1-779fd43523c8","order":56,"text":"The Founders have agreed that a total of [Total number of shares] ordinary shares in the capital of the Company are held, or shall be allotted and issued, as follows.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"086d9fde-97ae-4786-bcd1-d926623c3e93","order":57,"text":"[Full name of the First Founder]: [Number of shares] ordinary shares, representing [Percentage]% of the issued share capital of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"745f36b7-d400-4a9b-ae9d-7a358c877902","order":58,"text":"[Full name of the Second Founder]: [Number of shares] ordinary shares, representing [Percentage]% of the issued share capital of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"5c32f447-0562-4130-afd0-a918daa33e01","order":59,"text":"[Full name of the Third Founder]: [Number of shares] ordinary shares, representing [Percentage]% of the issued share capital of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"2","type":"remove","operator":"="}]},{"id":"68773f86-c3eb-48b3-bf8e-103ff3d204c0","order":60,"text":"[Full name of the Fourth Founder]: [Number of shares] ordinary shares, representing [Percentage]% of the issued share capital of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"2","type":"remove","operator":"="},{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"3","type":"remove","operator":"="}]},{"id":"19928032-5fbe-4937-9db6-a367500fe754","order":61,"text":"The Founders shall procure that the Company allots and issues the Founder Shares as soon as practicable, that each Founder is entered in the register of members of the Company as the holder of his or her Founder Shares, that share certificates are issued, and that a return of allotment is delivered to the Registrar of Companies within the period required by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0e4bad17-5533-42e4-9f0c-a63fb7958808","order":62,"text":"Each Founder shall pay the Issue Price for his or her Founder Shares in full on or before allotment, unless the Board unanimously resolves otherwise. Each Founder holds his or her Founder Shares free from all Encumbrances, save as created by or permitted under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"8af204f1-6c0a-4cf8-858b-321bc9855ca6","order":63,"text":"No further shares in the capital of the Company, and no option, warrant or other right to subscribe for or convert into shares, shall be created, allotted, issued or granted except with the approval required for a Reserved Matter. Subject to that approval, any new shares shall first be offered to the Founders in proportion to their respective Shareholding Percentages, save in respect of shares or options issued under an employee share option or share award scheme approved as a Reserved Matter, or shares issued to an investor on terms approved as a Reserved Matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"41dcb473-9618-42d5-b2ef-9e226e8047b4","order":64,"text":"The Founders acknowledge that their respective Shareholding Percentages will be diluted rateably on any issue of shares to employees or investors made in accordance with this Agreement, and that no Founder has any right to anti-dilution protection except as unanimously agreed in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f4b1fe65-bfe7-4fcf-929b-a644f04918bb","order":65,"text":"4. ROLES, TIME COMMITMENT AND REMUNERATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S04"},{"id":"bd1389f4-e56e-4498-9a09-1d51d722849d","order":66,"text":"Each Founder shall serve the Company in the role set out below, shall devote to the Business the time and attention set out below, and shall at all times use his or her best endeavours to promote and develop the Business and to protect the interests and reputation of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"70857c35-ad3c-453e-86cc-fd1859ea053d","order":67,"text":"[Full name of the First Founder] shall serve as [Role or title] and shall devote his or her full working time and attention (being not less than 40 hours per week) to the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"c6a00b63-3476-4c69-9194-f9c23b77c5f1","order":68,"text":"[Full name of the Second Founder] shall serve as [Role or title] and shall devote his or her full working time and attention (being not less than 40 hours per week) to the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"d9c33685-4a15-413f-9836-815e8b7164b0","order":69,"text":"[Full name of the Third Founder] shall serve as [Role or title] and shall devote his or her full working time and attention (being not less than 40 hours per week) to the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"2","type":"remove","operator":"="}]},{"id":"896f9e60-7cba-450a-ab15-39c9c01d2a59","order":70,"text":"[Full name of the Fourth Founder] shall serve as [Role or title] and shall devote his or her full working time and attention (being not less than 40 hours per week) to the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"2","type":"remove","operator":"="},{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"3","type":"remove","operator":"="}]},{"id":"cbeb841e-d3f5-465d-80d3-0c165f1a1482","order":71,"text":"Each Founder shall be appointed a director of the Company and, subject to the Ordinance and the Articles, shall remain a director for so long as he or she holds not less than five per cent of the issued share capital of the Company and continues to be involved in the Business. Each Founder shall comply with the duties of a director under the Ordinance and at common law, including the duty to exercise reasonable care, skill and diligence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"91e5d15a-d539-4766-9d8f-370cadc44fa6","order":72,"text":"No Founder is entitled to any salary, director's fee, bonus, commission or other remuneration from the Company except as approved as a Reserved Matter. Where a Founder is engaged by the Company as an employee, the terms of that engagement shall comply with the Employment Ordinance (Cap. 57) and the Company shall make contributions in respect of that Founder in accordance with the Mandatory Provident Fund Schemes Ordinance (Cap. 485). Nothing in this Agreement operates, or is intended to operate, to extinguish, reduce or exclude any right or benefit conferred on a Founder by the Employment Ordinance (Cap. 57).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5c4212ed-6ce2-41fd-8727-c627a296005a","order":73,"text":"Each Founder is responsible for his or her own tax liabilities arising in connection with his or her role, his or her remuneration (if any) and his or her Founder Shares, including any liability to salaries tax or profits tax under the Inland Revenue Ordinance (Cap. 112), and shall indemnify the Company against any liability it incurs by reason of that Founder failing to account for such tax, save in respect of any amount which the Company is required by law to withhold or to contribute as employer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"974ce297-386b-4afd-afc7-44a5b662c123","order":74,"text":"Each Founder shall be reimbursed by the Company for all reasonable out-of-pocket expenses properly incurred in the performance of his or her role, on production of receipts and in accordance with any expenses policy adopted by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0f6dc8ab-cacd-49c6-89ff-b6dda5625589","order":75,"text":"No Founder shall, without the prior written consent of all the other Founders, accept any other office, employment, directorship, consultancy or engagement, whether paid or unpaid, which would or might interfere with the performance of his or her role or with the time commitment set out above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"984923c0-49f0-4250-9c4d-820ac66a64f4","order":76,"text":"Each Founder shall refer to the Board every business opportunity which comes to his or her attention and which relates to, or is capable of being exploited by, the Business, and shall not, without the prior written consent of all the other Founders, take up or exploit any such opportunity for his or her own account or for the account of any other person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"725e084a-5511-475b-bed9-9a36274ed784","order":77,"text":"Each Founder shall, as soon as practicable after the date of this Agreement or after the incorporation of the Company, enter into a written contract of employment or of consultancy with the Company on terms approved as a Reserved Matter, containing obligations as to confidentiality, the assignment of Intellectual Property Rights and restrictive covenants which are no less onerous than those contained in this Agreement. In the event of any inconsistency between such a contract and this Agreement, this Agreement prevails as between the Founders. A Founder who is not a permanent resident of Hong Kong shall not perform any work for the Company unless and until he or she holds a valid visa or entry permit permitting that work under the Immigration Ordinance (Cap. 115).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"1865ea42-6904-4073-892b-37df3183a117","order":78,"text":"Each Founder shall declare to the Board the nature and extent of any interest, direct or indirect, which he or she has in any transaction or arrangement entered into or proposed to be entered into by the Company, as required by the Ordinance and the Articles, and shall not vote at a meeting of the Board on any resolution concerning a matter in which he or she has a material interest unless the other Founders agree in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"11f48b09-9e40-42e0-9298-39c2dbba4ee8","order":79,"text":"5. VESTING OF THE FOUNDER SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S05"},{"id":"ce84329e-cbdb-498f-be6e-8998a021705a","order":80,"text":"The Founder Shares are subject to vesting on the terms of this Section. Vesting determines the extent to which a Founder is entitled to retain his or her Founder Shares if he or she ceases to be involved in the Business, and does not affect the legal or beneficial ownership of, or the voting, dividend or other rights attaching to, those shares while that Founder remains involved in the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b95db7e1-32ec-4d1e-8fe9-64ebbcb57773","order":81,"text":"Vesting begins on the Vesting Commencement Date, being [Vesting commencement date], whether or not that date falls before the date of this Agreement or before the incorporation of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"af795976-c38b-4f96-b642-31697975c972","order":82,"text":"No Founder Share vests before the expiry of the Cliff Period of [Cliff] months from the Vesting Commencement Date. If a Founder becomes a Leaver before the expiry of the Cliff Period, none of his or her Founder Shares shall have vested.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0301f41a-091b-4cef-b056-54a95376babe","order":83,"text":"On the expiry of the Cliff Period, that proportion of each Founder's Founder Shares which the Cliff Period bears to the Vesting Period shall vest. The balance of each Founder's Founder Shares shall then vest in equal monthly instalments over the remainder of the Vesting Period, so that all of a Founder's Founder Shares are fully vested on the expiry of the Vesting Period, being [Number of years] years from the Vesting Commencement Date, provided in each case that the Founder has remained involved in the Business continuously until the relevant vesting date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"1913f81d-4906-403c-ae8b-3eb7f1f64663","order":84,"text":"Vesting is suspended, and the Vesting Period is extended accordingly, during any continuous period of more than thirty days during which a Founder does not perform his or her role, otherwise than by reason of annual leave, a statutory holiday, sickness for which sickness allowance is payable under the Employment Ordinance (Cap. 57), maternity or paternity leave, or an absence agreed in advance in writing by all the other Founders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6d458039-1918-4e54-bc8f-dca50ada0248","order":85,"text":"Any fraction of a share resulting from a calculation under this Section shall be rounded down to the nearest whole share. Vesting ceases with immediate effect on the Leaving Date of a Founder, and no Founder Share of that Founder vests after that date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9abfd20b-e927-48f7-b86d-e135d23258f2","order":86,"text":"The vesting of the Founder Shares shall not be accelerated by reason of any sale of the Company, any investment, or any other transaction or event, and shall continue to be governed solely by this Section unless all the Founders agree otherwise in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"691f9101-f143-4385-ad31-3845af9356e3","value":"none","type":"add","operator":"="}]},{"id":"f2ea94a7-149f-4b89-8b45-37e8b137086b","order":87,"text":"On completion of a Change of Control, [Percentage]% of the Unvested Shares of each Founder who is then involved in the Business shall vest immediately. For the purposes of this Section, a "Change of Control" means the sale, in a single transaction or a series of related transactions, of all or substantially all of the issued share capital of the Company, or of the whole or substantially the whole of the business and assets of the Company, to a person who is not a Founder and is not connected with a Founder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"691f9101-f143-4385-ad31-3845af9356e3","value":"single","type":"add","operator":"="}]},{"id":"53e497cb-b494-403b-bf36-6213c3ffe621","order":88,"text":"On completion of a Change of Control, [Percentage]% of the Unvested Shares of a Founder shall vest immediately if, at any time within twelve months after completion, the engagement of that Founder with the Company or with the acquiring group is terminated otherwise than in circumstances making that Founder a Bad Leaver, or that Founder resigns following a material reduction in his or her role, responsibilities, status or remuneration. For the purposes of this Section, a "Change of Control" means the sale, in a single transaction or a series of related transactions, of all or substantially all of the issued share capital of the Company, or of the whole or substantially the whole of the business and assets of the Company, to a person who is not a Founder and is not connected with a Founder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"691f9101-f143-4385-ad31-3845af9356e3","value":"double","type":"add","operator":"="}]},{"id":"fc289fde-1345-4bd9-925c-b5f14c325412","order":89,"text":"Where any provision of this Agreement contemplates the acquisition by the Company of its own shares, that acquisition shall be effected only in accordance with the requirements of the Ordinance governing the buy-back of shares by a company, including any applicable solvency test and any required resolution of members. If those requirements cannot be satisfied, the relevant shares shall instead be transferred to the continuing Founders, or to a person nominated by the Board, in accordance with the Section entitled "Compulsory Transfer and Price". Any share acquired by the Company under this Agreement shall be cancelled in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6ceeddc8-c5ef-4d70-820d-dab642a1f308","order":90,"text":"6. DEPARTURE OF A FOUNDER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S06"},{"id":"a27cd143-00fd-48fc-ba5e-afe0697b3deb","order":91,"text":"A Founder becomes a Leaver on the date on which he or she ceases, for any reason, to be involved in the Business as an employee, director, officer, consultant or otherwise. The Founders shall record the Leaving Date in a minute of the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c5a686cb-512b-458c-a307-552cf1964def","order":92,"text":"A Founder who wishes to cease to be involved in the Business shall give the Company and each other Founder not less than [Number of months] months' prior written notice, unless the other Founders agree in writing to a shorter period. Any notice period required by the Employment Ordinance (Cap. 57) or by a contract of employment applies in addition, and the longer period prevails.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e37259aa-baec-411c-9e7d-4065451e5454","order":93,"text":"The following are Disqualifying Circumstances for the purposes of this Agreement: conduct on the part of a Founder which justifies the termination of his or her engagement without notice at common law or under the Employment Ordinance (Cap. 57); a material breach by a Founder of this Agreement which, if capable of remedy, is not remedied within thirty days after written notice requiring it to be remedied; the conviction of a Founder of an offence involving fraud or dishonesty; the bankruptcy of a Founder or the entry by him or her into any arrangement or composition with creditors; the disqualification of a Founder from acting as a director; and the resignation of a Founder, or his or her voluntarily ceasing to be involved in the Business, before the expiry of the Vesting Period, otherwise than in circumstances which all the other Founders unanimously determine in writing to be those of a Good Leaver.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"dda584d3-b691-4e12-9f02-4fee9ae9cbe4","order":94,"text":"A Leaver who ceases to be involved in the Business in, or by reason of, a Disqualifying Circumstance is not a Good Leaver and is accordingly a Bad Leaver.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d0742193-0f66-4c04-9099-121539d5e98a","order":95,"text":"On becoming a Leaver, the Leaver shall immediately resign as a director, officer and authorised signatory of each member of the Group, without any claim for compensation for loss of office, shall deliver up to the Company all property, equipment, records, documents, source code, credentials and Confidential Information in his or her possession or control, and shall procure the transfer to the Company of any domain name, account, repository or digital asset relating to the Business which is registered in his or her name.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d5967544-c982-4199-9609-8a9eb453b0be","order":96,"text":"With effect from the Leaving Date, all of the Unvested Shares of the Leaver are subject to compulsory transfer at the Issue Price, in accordance with the Section entitled "Compulsory Transfer and Price".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"cc8ae5f9-5ff7-43b5-bf47-392baf20aff2","order":97,"text":"With effect from the Leaving Date, all of the Vested Shares of a Bad Leaver are also subject to compulsory transfer, at a price per share equal to the lower of the Issue Price and Fair Value.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"beeeaa59-c916-4b34-b7d8-279014dfcaae","order":98,"text":"A Good Leaver is entitled to retain his or her Vested Shares, which shall continue to be held subject to this Agreement, including the restrictions on transfer and the obligations as to confidentiality and intellectual property. A Good Leaver who retains Vested Shares shall not be entitled to be appointed or to remain a director of the Company by reason only of that holding.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"ef322610-58d2-4282-9a1b-e6c480254381","value":"retain","type":"add","operator":"="}]},{"id":"8b4549b0-39ad-4b33-996c-3d0dafeca2ad","order":99,"text":"With effect from the Leaving Date, all of the Vested Shares of a Good Leaver are also subject to compulsory transfer, at a price per share equal to Fair Value.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"ef322610-58d2-4282-9a1b-e6c480254381","value":"transfer","type":"add","operator":"="}]},{"id":"dabc89d2-be66-45ab-9df5-926bf931c0f6","order":100,"text":"On the death of a Founder, his or her personal representatives are bound by this Agreement, shall be registered as members of the Company on production of the documents required by the Articles, and are deemed to have served a transfer notice in respect of all the shares of that Founder which are subject to compulsory transfer under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9baa36f5-e0bc-4455-be44-7b76171da94f","order":101,"text":"The continuing Founders shall use their reasonable endeavours to procure the release of a Leaver from any personal guarantee, indemnity or security given by that Leaver in respect of the obligations of the Company and, pending release, shall procure that the Company indemnifies the Leaver against all liability under it, save where the Leaver is a Bad Leaver.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"05e2eb40-b35d-4ab2-8df3-4e1dd7549450","order":102,"text":"The obligations of a Leaver as to confidentiality, intellectual property, restrictive covenants and further assurance continue in full force after the Leaving Date, and the departure of a Founder does not affect any right, remedy, obligation or liability which has accrued before that date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e9557bc2-6cdd-4d28-9db4-dbe8549fd6cc","order":103,"text":"7. COMPULSORY TRANSFER AND PRICE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S07"},{"id":"6df35216-19aa-4573-ada9-0043efdc0bd4","order":104,"text":"Where any share is expressed by this Agreement to be subject to compulsory transfer, the holder of that share is deemed, with effect from the event giving rise to the transfer, to have served on the Company a transfer notice offering that share for sale at the price determined under this Section. The transfer notice is irrevocable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"196cd5b6-fd81-42d9-b18b-4b7e831e37ce","order":105,"text":"The shares comprised in the transfer notice shall be offered first to the continuing Founders, in proportion to their respective Shareholding Percentages (disregarding the shares of the Leaver), who shall have twenty-one days in which to accept. Shares not taken up shall then be offered to those continuing Founders who accepted in full, again in proportion to their holdings. Any shares still not taken up may be acquired by the Company (subject to compliance with the Ordinance) or by any person nominated by the Board, failing which the transfer notice lapses in respect of those shares, which shall thereafter continue to be held subject to this Agreement, provided that the holder shall not exercise the voting rights attaching to them until they are transferred in accordance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6c44db9e-029b-4966-b536-cde791696109","order":106,"text":"The transferor shall deliver to the Company a duly executed instrument of transfer together with the relevant share certificate or an indemnity for a lost certificate, and shall execute contract notes and all other documents required for stamping. Ad valorem stamp duty payable under the Stamp Duty Ordinance (Cap. 117) shall be borne by the transferor and the transferee in the proportions provided by that Ordinance, and the fixed duty on the instrument of transfer shall be borne by the transferee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"1e6b4e67-a34f-4173-8393-3b7aed399fe2","order":107,"text":"If a transferor fails to execute and deliver a transfer within fourteen days after being required to do so, the Board may authorise any director of the Company to execute and deliver the transfer on his or her behalf, and the Company shall hold the purchase price on trust for the transferor without any obligation to pay interest. Where a power of attorney is required to be granted by deed under the Powers of Attorney Ordinance (Cap. 31), each Founder shall on request execute a separate power of attorney by deed for that purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"8d7a4ffc-9dab-4693-9e1e-06668116c786","order":108,"text":"Fair Value shall be the price per share agreed in writing between the transferor and the Company within twenty-one days after the event giving rise to the transfer. Failing agreement, Fair Value shall be determined by an independent firm of certified public accountants practising in Hong Kong appointed by agreement between the transferor and the Company or, failing agreement within a further fourteen days, appointed on the application of either of them by the President for the time being of the Hong Kong Institute of Certified Public Accountants.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"7a37e06a-a6b0-405c-83fd-3f10e4faa3d5","order":109,"text":"The valuer shall act as an expert and not as an arbitrator, shall value the shares as a rateable proportion of the value of the whole of the issued share capital of the Company as between a willing seller and a willing buyer, without any premium for control and without any discount for a minority holding or for any restriction on transfer, and the determination of the valuer shall be final and binding in the absence of manifest error or fraud. The costs of the valuation shall be borne by the Company, save that a Bad Leaver shall bear those costs where the valuation results in a price no greater than the price last offered by the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c130c383-3754-4959-9408-e8d8c4d00231","order":110,"text":"Where no amount was paid to the Company on the issue of a share which falls to be transferred at the Issue Price, the consideration for that transfer shall be HK$1 for the whole of the holding transferred, which the Founders acknowledge to be good and sufficient consideration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ad878ea8-84f2-4b61-95aa-fd15acbf1d4d","order":111,"text":"The Founders acknowledge that the prices provided for in this Agreement on a compulsory transfer reflect a genuine commercial allocation of value between them, agreed at a time when it was uncertain which of them would become a Leaver and in what circumstances, and that they are not intended to operate, and shall not be construed, as a penalty.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f084593c-1d2e-4589-8b30-dcbfca47e18a","order":112,"text":"The purchase price shall be paid within thirty days after the later of the date of the transfer and the date on which the price is agreed or determined, save that where payment in full would materially prejudice the working capital of the Company the Board may, acting reasonably, direct payment by equal instalments over a period not exceeding twelve months, together with interest at two per cent above the best lending rate quoted from time to time by The Hongkong and Shanghai Banking Corporation Limited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"4c8b4b7f-bd39-4901-b733-d03224f8f43c","order":113,"text":"8. TRANSFER OF SHARES, PRE-EMPTION, TAG-ALONG AND DRAG-ALONG","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S08"},{"id":"a9350332-1a8d-4cd9-b92e-3ebdb6405f32","order":114,"text":"No Founder shall sell, transfer, assign, charge, pledge, declare a trust over or otherwise dispose of any share or any legal or beneficial interest in any share, or grant any option or other right over any share, before the expiry of the Vesting Period, except with the prior written consent of all the other Founders, on a Permitted Transfer, or under any other provision of this Agreement which requires or permits a transfer, including the compulsory transfer, pre-emption, tag-along and drag-along provisions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5eaedfde-c8d6-4907-ac1d-54b24ad14e14","order":115,"text":"A "Permitted Transfer" is a transfer by a Founder of all or some of his or her Vested Shares to a spouse, child or parent of that Founder, or to the trustee of a family trust of which that Founder and his or her immediate family are the only beneficiaries, or to a company wholly owned and controlled by that Founder, provided in each case that the transferee first executes and delivers to the Company a Deed of Adherence and that the shares are transferred back to the Founder immediately if the transferee ceases to qualify as a permitted transferee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"cb80015f-2718-4966-b448-fe85b9ab06f3","order":116,"text":"After the expiry of the Vesting Period, a Founder who wishes to transfer any share to a person who is not a permitted transferee shall first serve a written transfer notice on the Company specifying the number of shares, the identity of the proposed transferee and the price and other terms offered. Those shares shall be offered to the other Founders in proportion to their respective Shareholding Percentages at that price, and the other Founders shall have twenty-one days in which to accept in whole or in part. If the offer is not accepted in full within that period, the seller may, within ninety days afterwards, transfer the shares not taken up to the proposed transferee at a price not lower and on terms not more favourable than those specified in the transfer notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c2f26775-e01e-4edc-b491-815510392c41","order":117,"text":"If a Founder, or Founders together, holding not less than fifty per cent of the issued share capital propose to transfer their shares to a person who is not a Founder, they shall procure that the proposed transferee makes an offer to each other Founder to acquire all of that Founder's shares at the same price per share and on the same terms, and no such transfer shall be registered unless that offer has been made and either accepted or allowed to lapse after twenty-one days.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"fa570726-4c64-4ae8-8036-654137af4f57","order":118,"text":"If Founders holding not less than seventy-five per cent of the issued share capital wish to accept a bona fide arm's length offer from a person who is not connected with any of them for the whole of the issued share capital of the Company, they may require each other Founder to transfer all of his or her shares to that offeror at the same price per share and on the same terms, by serving a written notice, and completion shall take place within thirty days after service of that notice. The exercise of the right conferred by this paragraph is not a Reserved Matter and requires no further approval under the Section entitled "Management, Board and Reserved Matters".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"32e9e94d-b2f5-496c-b330-e385b1880027","order":119,"text":"No transfer of any share shall be registered unless the transferee (not being an existing Founder) has first executed and delivered to the Company a Deed of Adherence, by which that transferee agrees to be bound by this Agreement as if he, she or it were a Founder. The Founders shall exercise their voting rights to procure that the Board refuses to register any transfer made or purported to be made in breach of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c079ca1a-6de6-4e79-ae91-0e0f688bb4c6","order":120,"text":"9. MANAGEMENT, BOARD AND RESERVED MATTERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S09"},{"id":"92ab17db-91d3-4056-b3aa-66c9db0adf96","order":121,"text":"The Business and affairs of the Company shall be managed by the Board, which shall exercise all the powers of the Company subject to the Ordinance, the Articles and this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"8699ef78-2240-4a4f-a1ff-22615f4d335a","order":122,"text":"The Board shall meet at least once in every calendar month, at such place in Hong Kong or by such electronic means as the Board may determine. Not less than five Business Days' notice of each meeting shall be given to each director, together with an agenda and any supporting papers, unless all the directors agree to shorter notice. The quorum for a meeting of the Board is a majority of the directors then in office, and if a quorum is not present within thirty minutes the meeting shall be adjourned to the same time and place on the next Business Day. Resolutions of the Board are passed by a simple majority of the votes of the directors present and voting, and the chairperson of the meeting has no second or casting vote.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c897e08d-ebf0-4bfa-b8dd-c89d57a0feb5","order":123,"text":"The Company shall not, and the Founders shall exercise all voting and other rights available to them to procure that the Company does not, take any of the following actions without the unanimous written consent of all the Founders:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e7e3f41e-a312-4be7-b2ab-78804f29125e","order":124,"text":"— any amendment to the Articles or to the memorandum of the Company, or any variation of the rights attaching to any class of shares;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"d8f25af8-2a54-47b5-90fb-f15f0a8d31ba","order":125,"text":"— the creation, allotment or issue of any share, or the grant of any option, warrant or other right to subscribe for or convert into any share, other than under a scheme previously approved under this Section;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"0b0b8fbb-7c9a-44db-84c6-a6a662802839","order":126,"text":"— any buy-back or redemption of shares, any reduction of share capital, or any capitalisation of reserves;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"831e49cd-8d33-402f-ad2c-4751e1535823","order":127,"text":"— the declaration or payment of any dividend or the making of any other distribution;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ea349ce7-9b64-46ad-9398-18036004b7cf","order":128,"text":"— the adoption of, or any material change to, the annual budget or the business plan of the Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"58dfe6d7-04db-4e72-bea4-e5aa3d433770","order":129,"text":"— the borrowing of any money otherwise than in the ordinary course of business, the giving of any guarantee or indemnity, or the creation of any Encumbrance over any asset of the Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"4bab8a65-33bf-4719-a035-7c8959d9b4e1","order":130,"text":"— the sale, transfer, assignment, exclusive licence or other disposal of any Intellectual Property Rights owned by the Company, other than the grant of non-exclusive licences to customers in the ordinary course of business;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"c5705456-151b-4590-96b5-8c8319b8583f","order":131,"text":"— the sale of the whole or a substantial part of the business, undertaking or assets of the Company, or any merger, amalgamation or reorganisation;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"896365cf-d825-45f7-bac2-4ff4838c5373","order":132,"text":"— the appointment or removal of any director, the appointment or removal of the auditors, or any change to the accounting reference date;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"c917171b-cfeb-425f-a848-16813a11ac8b","order":133,"text":"— the entry into, variation or termination of any contract of employment or consultancy with a Founder, or any change to the remuneration or benefits of a Founder;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"3d9c031e-c3a5-4d9c-9e7d-0310bd3c8218","order":134,"text":"— the entry into any transaction or arrangement with a Founder or with any person connected with a Founder;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"e184d5aa-05ef-4d41-9138-41810620cd92","order":135,"text":"— the commencement, settlement or abandonment of any litigation, arbitration or other proceedings, other than the collection of debts in the ordinary course of business;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"0b4a50fa-eed9-4a74-bbe0-6087f93c792f","order":136,"text":"— any material change to the nature or geographical scope of the Business, or the establishment of any subsidiary, branch or place of business outside Hong Kong;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"80c8bfdf-b383-4cb0-ba74-9135bd217570","order":137,"text":"— the adoption of any employee share option or share award scheme, or any change to such a scheme; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"63996ae9-4f01-485d-886a-1eb7f595de64","order":138,"text":"— the presentation of any petition for the winding up of the Company, or the entry into any arrangement or composition with its creditors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"f0fe97bd-b480-49d2-952a-a63e6742f363","order":139,"text":"Each Founder is entitled to receive management accounts of the Company within twenty-one days after the end of each month, and access at all reasonable times to the books, records and premises of the Company. The Company shall keep proper books of account and shall prepare and, where required, have audited its financial statements in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"8ba56497-27f1-44ba-9564-256490cca8fd","order":140,"text":"The Company shall, to the fullest extent permitted by the Ordinance and by way of a permitted indemnity provision, indemnify each director against any liability incurred by that director to a person other than the Company or an associated company of the Company, and shall use its reasonable endeavours to maintain directors' and officers' liability insurance on terms customary for a company of its size and activity. Nothing in this Agreement requires the Company to indemnify any director in respect of a liability which the Ordinance prohibits from being indemnified, and no indemnity is given in respect of conduct amounting to fraud, dishonesty or wilful default.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a42e49e3-53d8-4d57-938d-c54f8c944743","order":141,"text":"The Founders shall procure that the Company maintains adequate insurance for the Business, opens and operates bank accounts in its own name with signing authorities approved by the Board, and does not permit any Founder to hold assets of the Business in his or her own name.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"54b28d56-6e20-4625-afcd-4f07075dd812","order":142,"text":"10. DEADLOCK","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"2","type":"add","operator":"="}],"marginTop":"16","sectionNum":"S10"},{"id":"b9e04a60-4622-4735-8c6e-ff0c74bdb461","order":143,"text":"A "Deadlock" arises if a Reserved Matter or any other matter properly proposed at a meeting of the Board or of the members is proposed at two consecutive duly convened meetings and, on each occasion, the Founders are unable to reach the agreement or majority required to approve or reject it, or if a quorum is not present at two consecutive duly convened meetings by reason of the absence of the same Founder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"2","type":"add","operator":"="}]},{"id":"370e04e7-3553-4c29-aa89-13665591bb50","order":144,"text":"Within ten Business Days after a Deadlock arises, the Founders shall meet in person or by electronic means and use their reasonable endeavours, in good faith and with a view to the best interests of the Company, to resolve it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"2","type":"add","operator":"="}]},{"id":"1abf5f26-4c37-4652-af83-1819b927f613","order":145,"text":"If the Deadlock is not resolved within fifteen Business Days after that meeting, the Founders shall refer it to mediation administered by the Hong Kong International Arbitration Centre in accordance with its mediation rules in force at the relevant time. Everything said or produced in the mediation is confidential and is subject to the Mediation Ordinance (Cap. 620).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"2","type":"add","operator":"="}]},{"id":"4cea95ed-c16e-4a6a-a994-cef76f650c96","order":146,"text":"If the Deadlock is not resolved within thirty days after the appointment of the mediator, either Founder (the "Offeror") may serve on the other (the "Offeree") a written notice specifying a price per share at which the Offeror is willing to purchase all the shares held by the Offeree. The Offeree shall, within twenty-one days after service, either accept that offer or elect by written notice to purchase all the shares held by the Offeror at the same price per share and on the same terms. Completion shall take place within thirty days after acceptance or election, and the provisions of the Section entitled "Compulsory Transfer and Price" as to instruments of transfer, contract notes and stamp duty apply.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"2","type":"add","operator":"="}]},{"id":"5e8ec1f2-b360-41cf-b5ba-305e2b9aaefd","order":147,"text":"If neither Founder acquires the shares of the other under this Section, either Founder may by written notice require that the Company be wound up voluntarily, and each Founder shall then exercise his or her voting rights to pass the resolutions necessary for that purpose and to appoint a liquidator.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"2","type":"add","operator":"="}]},{"id":"db2fb746-b15f-4e12-86f9-2925a8ac355e","order":148,"text":"The exercise of the rights conferred by this Section is not a Reserved Matter, requires no further approval under the Section entitled "Management, Board and Reserved Matters", and is not subject to the pre-emption rights conferred by the Section entitled "Transfer of Shares, Pre-emption, Tag-along and Drag-along".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"2","type":"add","operator":"="}]},{"id":"0eabf6b4-8469-4730-b37c-7d69584a5dfb","order":149,"text":"11. FUNDING AND FUTURE INVESTMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S11"},{"id":"b59d6f07-c29e-4005-b349-88d6593674bc","order":150,"text":"The Founders shall use their reasonable endeavours to procure that the Company is adequately funded for the conduct of the Business. No Founder is obliged to subscribe for further shares, to lend money to the Company, or to give any guarantee, indemnity or security in respect of the obligations of the Company, except as that Founder may agree in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9fee1e68-cb0c-4f34-94ea-410df6e84df0","order":151,"text":"Where the Founders agree to fund the Company, they shall do so in proportion to their respective Shareholding Percentages unless otherwise approved as a Reserved Matter. Any sum advanced by a Founder to the Company shall be treated as an interest-free loan repayable on demand, subject to the Company being able to pay its debts as they fall due, unless the Founders agree otherwise in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"58716e7f-4a3c-44e2-9e0f-c48d6af405e1","order":152,"text":"The Founders intend that the profits of the Company shall be retained and applied in the development of the Business, and that no dividend or other distribution shall be declared or paid unless and until the Founders approve it as a Reserved Matter, having regard to the requirements of the Ordinance as to distributable profits. Any dividend which is declared shall be paid to the Founders in proportion to their respective Shareholding Percentages, whether or not their Founder Shares have then vested.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"7da7bdf2-c83e-4959-b7de-12cec18de49a","order":153,"text":"The Founders shall co-operate in good faith to raise external investment for the Business on the best terms reasonably available. Each Founder shall enter into such subscription, shareholders' and ancillary agreements as an investor reasonably requires, including customary founder undertakings as to vesting, lock-up, confidentiality, assignment of intellectual property and restrictive covenants, provided that those undertakings are given by all the Founders on substantially the same terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"4a7399de-8120-41ca-b49f-2fe3fbfb8ced","order":154,"text":"The Founders intend that an employee share option or share award scheme representing up to ten per cent of the issued share capital of the Company, calculated on a fully diluted basis, may be established with the approval required for a Reserved Matter, and that any resulting dilution shall be borne by the Founders in proportion to their respective Shareholding Percentages.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9be50c43-2a0b-4392-a2be-2cf1185f491b","order":155,"text":"12. INTELLECTUAL PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S12"},{"id":"228be538-09dd-454e-8983-c9a065bc2bc1","order":156,"text":"Each Founder assigns to the Company, with full title guarantee and free from all Encumbrances, all right, title and interest (including by way of present assignment of future rights) in and to all Intellectual Property Rights created, conceived, developed, authored, reduced to practice or acquired by that Founder, alone or jointly with any other person, whether before or after the date of this Agreement, which relate to the Business or to any product, service, technology or research of the Company, or which were created or acquired using the time, materials, facilities, funds, data or Confidential Information of the Company or of any other Founder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9e13e2ed-d6a6-493b-a13a-e993f839b984","order":157,"text":"To the extent that any such right does not vest in the Company automatically by virtue of this Section or by operation of law, the Founder concerned holds that right on trust for the Company and shall assign it to the Company on demand, without further consideration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c171d7d6-28f6-4292-a1c2-ceb7a2637ab9","order":158,"text":"Each Founder shall promptly, at the request and cost of the Company, execute all documents and do all acts and things necessary or desirable to vest, perfect, record, register, maintain, defend and enforce the assigned rights in the name of the Company anywhere in the world, including the execution of any assignment in writing required by the Copyright Ordinance (Cap. 528), the Patents Ordinance (Cap. 514), the Registered Designs Ordinance (Cap. 522), the Trade Marks Ordinance (Cap. 559) or the Layout-design (Topography) of Integrated Circuits Ordinance (Cap. 445), and the provision of evidence and information required in any application or proceedings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"07356df3-7974-4028-913a-f6835ecdfb6e","order":159,"text":"To the fullest extent permitted by the Copyright Ordinance (Cap. 528), each Founder irrevocably and unconditionally waives, in favour of the Company and its licensees and successors in title, all moral rights and rights of a similar nature in any work in which Intellectual Property Rights are assigned under this Section, wherever in the world those rights subsist.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"da0f0223-d8a4-4d3e-9760-5045e56e87e3","order":160,"text":"Where a Founder is or becomes an employee of the Company, this Section applies in addition to, and does not limit or replace, any right which vests in the Company as employer by operation of law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"32bbe8d1-d304-4d51-ac47-b3aa34146a85","order":161,"text":"No Founder shall incorporate into any product, service, software or other deliverable of the Company any material owned by a third party, including any software licensed under an open source or similar licence, without first disclosing that material to the Board and obtaining its approval, and each Founder shall keep and provide to the Company an accurate record of all such material and of the licence terms applicable to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5aa4f0cc-a5d8-4462-b6e8-a0c058f18915","order":162,"text":"The Intellectual Property Rights described as follows, namely [Description of the excluded background intellectual property], were created or acquired by a Founder before the date of this Agreement and independently of the Business, and are excluded from the assignment made by this Section. Each Founder who owns any such right grants to the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence, with the right to grant sub-licences, to use, copy, modify, adapt and otherwise exploit that right to the extent necessary for the conduct of the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"38722141-1ed4-47c8-89a9-9410d4720948","value":"yes","type":"add","operator":"="}]},{"id":"2daca51d-2189-46c5-8d5d-0f03edd0a7a8","order":163,"text":"Each Founder confirms that he or she owns no Intellectual Property Rights relating to the Business which were created or acquired before the date of this Agreement, and that no right is excluded from the assignment made by this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"38722141-1ed4-47c8-89a9-9410d4720948","value":"no","type":"add","operator":"="}]},{"id":"53c99eb0-9e3e-4ba3-904f-97e417f2f0bb","order":164,"text":"Each Founder shall procure that all domain names, social media accounts, code repositories, developer and cloud service accounts, databases and other digital assets used in the Business are registered in the name of the Company and that administrative control of them is held by the Company or by a person nominated by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"be2e0cda-860c-4515-9d35-7488e94851a1","order":165,"text":"13. CONFIDENTIALITY AND PERSONAL DATA","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S13"},{"id":"47d409c8-a132-416b-9920-de5c5cfca14e","order":166,"text":"Each Founder shall keep confidential, and shall not use otherwise than for the proper purposes of the Business, all Confidential Information which comes into his or her possession, and shall not disclose it to any person except to another Founder, to a director, employee, professional adviser or bona fide prospective investor of the Company who needs to know it and who is bound by equivalent obligations, or as required by law, by a court of competent jurisdiction or by a competent regulatory authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"2d0ed080-d276-4864-a684-2cef688ca619","order":167,"text":"These obligations do not apply to information which is or becomes generally available to the public otherwise than through a breach of this Agreement, which was lawfully in the possession of the Founder concerned free from any obligation of confidence before its disclosure by or on behalf of the Company, or which is independently developed without use of or reference to the Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"59f2bfe6-3288-493f-9d46-7a907af811a8","order":168,"text":"The obligations in this Section continue without limit of time in respect of any Confidential Information which constitutes a trade secret, and for three years after the Leaving Date in respect of all other Confidential Information. On becoming a Leaver, or at any time on request, a Founder shall return or, at the option of the Company, irretrievably delete all Confidential Information in his or her possession or control, and shall certify in writing that he or she has done so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a1761904-be9d-4d2b-b702-a43581fc4db3","order":169,"text":"No Founder shall make any announcement or issue any communication concerning the Company, the Business or this Agreement without the prior written approval of the Board, except as required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"575ba929-e22b-4c6e-98cc-4ee3365ad9f7","order":170,"text":"Each Founder shall comply with the Personal Data (Privacy) Ordinance (Cap. 486) in relation to any personal data collected, held, processed or used in connection with the Business, and the Founders shall procure that the Company adopts and maintains a privacy policy and personal information collection statements consistent with that Ordinance. Each Founder consents to the use by the Company and by the other Founders of his or her personal data for the purposes of the administration of the Company, the maintenance of its statutory registers and compliance with its legal obligations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"730f4ebc-7467-46a7-91a6-2b6e9e278d3d","order":171,"text":"14. RESTRICTIVE COVENANTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S14"},{"id":"8348ff61-05bc-4a23-95ba-01b527ea2184","order":172,"text":"Each Founder acknowledges that, by reason of his or her involvement in the Business, he or she will have access to Confidential Information, trade secrets, know-how, and the trade connections and goodwill of the Company; that these are legitimate proprietary interests of the Company capable of protection; and that the covenants in this Section are reasonable and necessary, and go no further than is necessary, to protect those interests.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"4cf04290-0748-4dda-8fce-ddfe0b04e110","order":173,"text":"Each Founder undertakes that he or she will not, during the period of his or her involvement in the Business and for [Number of months] months after the Leaving Date, whether alone or jointly with another, whether directly or indirectly, and whether as principal, shareholder, partner, director, employee, consultant or otherwise, within the Hong Kong Special Administrative Region, carry on, be engaged, concerned or interested in, or provide technical, commercial, financial or professional advice to, any business which competes with the Business as carried on at the Leaving Date, provided that a Founder may hold for investment purposes only not more than three per cent of the shares of any company whose shares are listed on a recognised stock exchange.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d1f4dadd-fe66-47e5-93cd-ace7b92ffed7","order":174,"text":"Each Founder undertakes that he or she will not, during the period of his or her involvement in the Business and for [Number of months] months after the Leaving Date, whether directly or indirectly, canvass, solicit or approach, or cause to be canvassed, solicited or approached, any person who was a customer, client, supplier or distributor of the Company at any time during the twelve months before the Leaving Date and with whom that Founder had material dealings, with a view to supplying or obtaining goods or services in competition with the Business, or deal with any such person in competition with the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e8b3b907-9aea-48b1-804a-fe945d79428e","order":175,"text":"Each Founder further undertakes that he or she will not, during the same period, whether directly or indirectly, solicit or entice away, or endeavour to solicit or entice away, or employ or engage, any person who was an employee, director or consultant of any member of the Group at any time during the twelve months before the Leaving Date and who was employed or engaged in a senior, managerial, technical, product or sales capacity, other than in response to a public advertisement not specifically directed at that person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a4007f3c-f40b-4a60-8fec-30b7421fbee0","order":176,"text":"No Founder shall at any time make, publish or repeat any statement which disparages or is intended or likely to damage the reputation of the Company, of the Business or of any other Founder, or represent himself or herself as being connected with the Company after the Leaving Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f6dab5e7-121c-451a-97ab-30fade2124f4","order":177,"text":"The period of each of the undertakings in this Section shall be reduced by any period immediately before the Leaving Date during which the Founder was, at the direction of the Board, excluded from the Business or required not to perform his or her role while continuing to receive his or her remuneration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"76fb4471-1fb7-48df-bcd9-9f1bb4f6a2d8","order":178,"text":"Each of the undertakings in this Section is separate and severable, and is enforceable accordingly. If any undertaking is held to be void or unenforceable but would be valid and enforceable if part of its wording were deleted, or if the period or the geographical area were reduced, that undertaking applies with such modification as is necessary to make it valid and enforceable, it being the intention of the Founders that these restrictions should apply only to the extent reasonable for the protection of the legitimate interests of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"3a6f7090-d286-4e97-a6f0-f3f21152be90","order":179,"text":"Each Founder acknowledges that damages alone may not be an adequate remedy for a breach of this Section, and that the Company shall be entitled to seek injunctive or other equitable relief in respect of any actual or threatened breach. Each Founder shall, at the request of the Company, enter into undertakings in substantially the same terms directly with any member of the Group or with any investor in the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"082c5112-2301-4cf4-90c7-f36088523268","order":180,"text":"15. WARRANTIES AND UNDERTAKINGS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S15"},{"id":"27059b9d-e58c-42b6-bea2-e697c66fc264","order":181,"text":"Each Founder warrants to each of the other Founders and to the Company that he or she has full capacity and authority to enter into and perform this Agreement; that this Agreement constitutes binding obligations on him or her; that he or she is not subject to any restriction, covenant or obligation, whether under a contract of employment, a consultancy agreement or otherwise, which conflicts with or restricts his or her ability to perform this Agreement or to participate in the Business; and that he or she is not disqualified from acting as a director of a company in Hong Kong or elsewhere.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ec904d95-bc28-45f3-82a8-66442a76b178","order":182,"text":"Each Founder further warrants that he or she has disclosed in writing to the other Founders every interest, direct or indirect, which he or she has in any business which competes or may compete with the Business, and every obligation of confidence or assignment of intellectual property which he or she owes to any former employer or other third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a5a145b9-b8ad-4b2c-92ea-9b71c6d99cc9","order":183,"text":"No Founder shall disclose to the Company, or use in the Business, any confidential information or intellectual property belonging to a former employer or to any other third party, and each Founder shall indemnify the Company and each other Founder against all losses, liabilities, claims, damages, costs and expenses arising from any breach of the warranties given by that Founder in this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b61b85b3-6aaf-46a6-a19c-fb573f99868c","order":184,"text":"Each Founder shall at all times act in good faith towards the other Founders in relation to the Business, and shall not do anything which is calculated or likely to prejudice the interests of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c66db401-499d-4dc3-b347-51aa906d813d","order":185,"text":"16. COMPLIANCE, RECORDS AND INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S16"},{"id":"d3b46660-4621-4b36-b7f6-605dafd26ae3","order":186,"text":"Each Founder shall comply, and shall use all reasonable endeavours to procure that the Company and its employees, agents and contractors comply, with all laws applicable to the Business, and shall not do or omit to do anything which causes or may cause the Company to be in breach of any such law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6ea752e3-9298-4972-89e0-a33faf29bcfb","order":187,"text":"No Founder shall, whether directly or through any other person, offer, promise, give, solicit or accept any advantage within the meaning of the Prevention of Bribery Ordinance (Cap. 201) in connection with the Business, and each Founder shall procure that the Company adopts and maintains an anti-bribery policy and adequate procedures designed to prevent bribery by persons associated with it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"bb5b628f-2db1-43ec-b64a-de12422e6671","order":188,"text":"No Founder shall knowingly permit the Company to enter into any transaction which contravenes the Organized and Serious Crimes Ordinance (Cap. 455) or the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615), or which would cause the Company or any Founder to be in breach of any applicable sanctions or export control measures, and each Founder shall provide such identification and source of funds information as the Company or its bankers reasonably require.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"adb97417-949f-4762-b2ee-4546886f7d1a","order":189,"text":"The Founders shall procure that the Company keeps its statutory registers and accounting records in accordance with the Ordinance, retains its business records for not less than seven years as required by the Inland Revenue Ordinance (Cap. 112), and files its annual returns, profits tax returns and employer's returns within the periods prescribed by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5c64c3a3-d899-43f9-b214-15f041c62561","order":190,"text":"The Founders acknowledge that the restrictions contained in the Section entitled "Restrictive Covenants" are ancillary to the formation and operation of the Company, are limited to what is reasonably necessary to give effect to it, and are intended to be consistent with the Competition Ordinance (Cap. 619).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6e455c29-b306-4b37-893d-79a5a9249b94","order":191,"text":"The Founders shall procure that the Company maintains insurance appropriate to the Business, including employees' compensation insurance as required by the Employees' Compensation Ordinance (Cap. 282) in respect of any employee of the Company, and public liability and professional indemnity insurance where appropriate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5eac3b75-3e61-4885-8956-e2e507cfade1","order":192,"text":"17. TERM, TERMINATION AND SURVIVAL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S17"},{"id":"abfc92af-6864-41ac-9fa0-111abf3a4c1b","order":193,"text":"This Agreement takes effect on the date stated at the beginning of it and continues until it is terminated by the written agreement of all the Founders; or one person holds all the issued shares of the Company; or an effective resolution is passed, or a binding order is made, for the winding up of the Company; or the shares of the Company are admitted to listing on a recognised stock exchange, in which case this Agreement is replaced by such arrangements as are required in connection with that listing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f207cd78-833b-4a2d-b806-0503bfeb99ce","order":194,"text":"A Founder ceases to be a party to this Agreement when he or she ceases to hold any share in the Company, without prejudice to any right, remedy, obligation or liability which has accrued before that time and without prejudice to the provisions of this Agreement which are expressed to continue after that time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"772a73af-b23a-4d97-b88d-b9ed78185351","order":195,"text":"The provisions relating to intellectual property, confidentiality and personal data, restrictive covenants, warranties, notices, general provisions and governing law and dispute resolution continue in force after the termination of this Agreement or after a Founder ceases to be a party to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"2f41e15a-1f7d-47e3-9fc9-634c1186c3e4","order":196,"text":"18. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S18"},{"id":"5b4221c0-679e-4001-9c9b-68394542c135","order":197,"text":"Any notice given under this Agreement shall be in writing in the English language and shall be delivered by hand, sent by courier, sent by prepaid registered post, or sent by email to the address or email address of the recipient set out in this Agreement, or to such other address or email address as that recipient may notify to the others in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"89ca27ef-e941-412f-aea7-c90da6f0de5e","order":198,"text":"The email addresses of the Founders for the purposes of this Section are set out below, and each Founder shall notify the others in writing of any change to his or her email address.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"bd7e73bb-2f0b-4128-b911-c4d9aac21eb1","order":199,"text":"Notices to [Full name of the First Founder] shall be sent to [Email address] or to the address of that Founder set out above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"632f30cd-cc14-48b7-a9c2-0dff96be24bf","order":200,"text":"Notices to [Full name of the Second Founder] shall be sent to [Email address] or to the address of that Founder set out above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"a170a99a-5e3b-4bef-871b-72770f9d5b34","order":201,"text":"Notices to [Full name of the Third Founder] shall be sent to [Email address] or to the address of that Founder set out above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"2","type":"remove","operator":"="}]},{"id":"71f7f766-b99e-48a8-9a2e-36fc01f0f17a","order":202,"text":"Notices to [Full name of the Fourth Founder] shall be sent to [Email address] or to the address of that Founder set out above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"2","type":"remove","operator":"="},{"field":"b7839f4b-51f6-45f9-a142-f6cf2fe373fa","value":"3","type":"remove","operator":"="}]},{"id":"1596aeb5-7348-4941-be8b-86db467c9b09","order":203,"text":"Any notice to the Company shall be sent to [Name of the company] at its registered office for the time being, marked for the attention of the directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"2a4431b9-a914-49e2-907c-7af3a4a3b833","order":204,"text":"A notice is deemed to have been received: if delivered by hand or by courier, at the time of delivery; if sent by prepaid registered post within Hong Kong, on the second Business Day after posting; if sent by prepaid registered post to or from an address outside Hong Kong, on the fifth Business Day after posting; and if sent by email, at the time of transmission, or, if that time falls outside the hours of 9:00 a.m. to 6:00 p.m. on a Business Day, at 9:00 a.m. on the next Business Day, provided that the sender has not received an automated notification of non-delivery.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"668975bb-5da2-4bdf-b42a-d13d493c6c17","order":205,"text":"This Section does not apply to the service of any document in proceedings before a court or in an arbitration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b48c76e6-eb44-485a-b023-ec253e1c0857","order":206,"text":"19. GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"16","sectionNum":"S19"},{"id":"85cab34b-8cf2-42db-9b7a-1e6e43196399","order":207,"text":"Entire agreement. This Agreement, together with the documents referred to in it, constitutes the entire agreement between the Founders in relation to its subject matter and supersedes all previous agreements, understandings, representations and arrangements between them, whether written or oral. Each Founder acknowledges that he or she has not relied on any statement, representation or warranty which is not set out in this Agreement, provided that nothing in this Agreement limits any liability for fraud or fraudulent misrepresentation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"7c2098b5-6eda-43d9-9177-2936137f0b92","order":208,"text":"Variation. No variation of this Agreement is effective unless it is in writing and signed by all the Founders. No variation may be effected by conduct or by a course of dealing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b60b6834-d4fa-4512-b681-61d2e62b9d30","order":209,"text":"Waiver. No failure or delay by any party in exercising any right or remedy under this Agreement operates as a waiver of it, and no single or partial exercise of any right or remedy prevents any further exercise of it or of any other right or remedy. The rights and remedies provided by this Agreement are cumulative and not exclusive of any rights or remedies provided by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"1ef90eaf-3ce2-4bb4-9afb-3adf514dec7a","order":210,"text":"Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, and if such modification is not possible, that provision shall be deemed deleted. Any such modification or deletion does not affect the validity and enforceability of the remainder of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"1f896688-9b2a-41cc-9c15-8b9c474ef498","order":211,"text":"Assignment. No Founder may assign, transfer, charge or deal in any manner with any of his or her rights or obligations under this Agreement, or purport to do so, except as expressly permitted by this Agreement or with the prior written consent of all the other Founders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"58574932-a58d-4bb8-8037-89b8768b9b50","order":212,"text":"No partnership. Nothing in this Agreement creates a partnership between the Founders, or constitutes any Founder the agent of any other Founder, and no Founder has authority to bind any other Founder or to hold himself or herself out as having that authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"187c0725-0dd7-49ee-a934-54666432110e","order":213,"text":"Further assurance. Each Founder shall, at his or her own cost, execute all documents and do all acts and things reasonably required by any other Founder or by the Company to give full effect to this Agreement, and shall exercise all voting and other rights available to him or her, whether as a member or as a director, so as to procure that the Company complies with its obligations under, and gives effect to, this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"698e5dc3-c916-46c3-be77-96842aae8449","order":214,"text":"Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed constitutes an original and all of which together constitute one and the same instrument. A signature transmitted by email or other electronic means has the same effect as an originally signed signature page.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"05fedb57-c04f-47e6-aaab-1a93603b93c1","order":215,"text":"Costs. Except as otherwise provided in this Agreement, each party bears his or her own costs and expenses in connection with the negotiation, preparation and execution of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"8f2a5669-4948-4775-85e7-ef66334e8cab","order":216,"text":"Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any of its terms, save that the Company and each other member of the Group may enforce the provisions relating to intellectual property, confidentiality and restrictive covenants. The consent of any such person is not required for the variation or termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0ef43787-ef7e-4d41-8ed6-a216a800caba","order":217,"text":"Language. This Agreement is made in the English language. Any translation is for convenience only and the English text prevails.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"04491dc7-c45d-42c7-88a6-4c5f11929928","order":218,"text":"20. 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The law of this arbitration clause is the law of Hong Kong. The seat of arbitration is Hong Kong. The arbitral tribunal shall consist of one arbitrator, and the arbitration shall be conducted in English. 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Where the Company has not been incorporated at the date of this Agreement, this acknowledgement shall be executed as soon as practicable after its incorporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"cea2e16c-1912-4933-8003-79baf9706b67","order":244,"text":"SIGNED for and on behalf of [Name of the company] by a director:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"df94482d-fe17-42d4-af4a-9b7d2127e28f","order":245,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"e7891a41-51c1-4391-993f-72f9808eab5e","order":246,"text":"Name of director: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"be0a01a0-0148-4893-a359-57c9936d44eb","order":247,"text":"Date: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"26","cflou":false,"active":true},{"id":"9d500c7a-fb6a-4c77-9925-77aadabf8b4c","order":248,"text":"SCHEDULE","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"marginTop":"20"},{"id":"72c8ceb0-6b79-4b6a-b76a-b0e79dfd8a39","order":249,"text":"FORM OF DEED OF ADHERENCE","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"e5c6eb7b-c966-40d8-9fcf-64842b5ed410","order":250,"text":"THIS DEED is made on ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1cc04785-f635-4b1d-a3d6-11e794586abe","order":251,"text":"BY: ______________________________, holder of Hong Kong identity card or passport number ______________________________, whose address is at ______________________________ (the "New Shareholder").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aa579ce8-0606-4342-96fb-d852cda19335","order":252,"text":"This Deed is supplemental to the founders' agreement dated [Date of this Agreement] relating to [Name of the company] and made between the persons named in it as Founders (the "Agreement"). Words and expressions defined in the Agreement have the same meanings in this Deed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5a1ea5de-606e-4680-a086-e10927a2413b","order":253,"text":"The New Shareholder confirms that he, she or it has been supplied with a copy of the Agreement and undertakes to each Founder and to the Company to be bound by, and to observe and perform, all the provisions of the Agreement which are capable of applying to the New Shareholder, as if the New Shareholder were named in the Agreement as a Founder, with effect from the date on which the New Shareholder is registered as the holder of any share in the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e8e1917d-e3a8-4af9-97f4-d72a9cd8eb8c","order":254,"text":"The address and email address of the New Shareholder for the purposes of the Section of the Agreement entitled "Notices" are those stated below, until notice of a change is given in accordance with that Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0d0c12da-9423-4bcb-bca2-b3185dd20ce0","order":255,"text":"This Deed, and any non-contractual obligations arising out of or in connection with it, are governed by the laws of the Hong Kong Special Administrative Region, and the provisions of the Agreement as to the resolution of disputes apply to this Deed as if set out in it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"b9bdc256-e0cb-46f2-837d-0289d5735453","order":256,"text":"EXECUTED AS A DEED by the New Shareholder:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"be49d955-b09c-4bf4-9fa5-2d4e8c9d3cc3","order":257,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"e15cf7eb-db93-4590-8765-072c2860321f","order":258,"text":"Name: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"ff7e3fb0-ac52-4ca9-81a0-d1b9df678ba9","order":259,"text":"Address for notices: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"e15195a5-5dc3-4dd3-b4bd-002ac670bec3","order":260,"text":"Email address for notices: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"6fe64b37-7841-41c7-9326-d01f36668253","order":261,"text":"In the presence of:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"8fbb7858-2ef4-4f72-9b08-fc280c63d69a","order":262,"text":"Witness signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"80dc8c1d-c8cd-4708-b7b2-498a97090dba","order":263,"text":"Witness name: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"b2429dcf-573d-476f-a9f2-159cb8126a12","order":264,"text":"Witness address: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true}]