Updated Investment Documents Are Online

We are very happy to inform you of some exciting developments! These concern, among other things, various new documents and a Capital Waters event planned on the 19th of June.

The Capital Waters investment documents are more and more frequently used in early stage transactions. Every week we receive new subscriptions on our website of people downloading the documents and we have received much positive feedback from people actually using the documents. We are very pleased to see this happening. This is why we started the initiative!

Based on the feedback that we received we have prepared revised, 2.0 versions of the Capital Waters investment documents, both for Angel and Venture Capital investments, which are now online. Many of the amendments are small changes and textual corrections. Three more substantial changes we have made are the following:

(i) Termsheet We consider the incorporation by reference of the investment documents in the Termsheet‘s 1.0 version to be too rigid in most cases. Therefore the 2.0 version prescribes that the Subscription and shareholders agreement will be ‘based on’ instead of ‘identical to’ the documents published on the Capital Waters website. References to specific articles have been removed.

(ii) Security for claims under warranties We have removed the optional pledge on shares as security for claims. It is – for good reasons – often seen as too burdensome. We have included the right not to pay out the second tranche in case of a breach of warranty even if the milestones are met.

(iii) Drag along We have included in the 2.0 version that exercising the drag right is allowed when a sale is approved by the Meeting of Holders of Preferred Shares (the investors) and by a simple majority of the General Meeting (both investors and original shareholders). The latter until the anticipated exit period has lapsed.

We thank you a lot for your comments and reactions and encourage you to keep sending us your feedback!

We are also happy to announce that we are in the process of finalizing another series of documents to share with you. These include a Shareholders Agreement for startups, both in English and in Dutch, for the pre-investor phase (founders only). These new documents will be published on this website soon. We will keep you posted!

Last but not least, we are planning a Capital Waters event on Thursday the 19th of June, where we would like to provide you with an update of the state of affairs at Capital Waters, some interesting speakers, and a pleasant opportunity to catch up with one another, so save the date. More information will follow shortly.

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