Glad to be part of this event.

Couldn't join most earlier events

Hello All!

Hi

Welcome everyone at DFAN Masterclass

Good Morning Everyone!

Special Resolution is 26% right?Nt 30%

If a startup has signed a term sheet, can they back out when it comes to signing a SHA if they do not wish to go ahead for whatever reason?. Or is there a legal binding that once term sheet is signed, SHA has to be signed mandatorily. ?

What stage the Employee Stock Option?

If one of the founders of a startup exits and joins a competitor which therefore threatens the growth/viability of the startup - What can be done in this case ??

For the pre money cap table, how should investors view the sweat equity factored by founders into it and what is the minimum or maximum range for the same?

How much one usually allocate to Core team? Any guidelines?

1 year cliff + 3 years?

What about Friends and Family round ? Can it come prior to ESOP being formed?

Is that a red flag?

I think this is simply trying to dilute the Angel's share.

What does lock in period in exit clause means . Does that mean that no exit before lock in . Can the shares be transferred during this lock-in

If the company current revenues are 2cr and they are quoting their current market value at 20cr is the valuation correct. Why?

Typically now a days, business and domain guys are leading the startups and hiring CTO as senior employee ...e.g. Kunal Shah, Jitendra Gupta etc. ...how does CTO having equal share work here ...no one knows their CTO in public domain

Can sweat equity to core team members (other than founders) given out as ESOPs? Assuming esop pool can be made higher than 10%?

more like that are : Zerodha, Groww, UpStox, Indiamart, Moglix...all setup by Business folks ...their CTOs are employees with slightly higher ESOPs

family and friends give loans which are alo not properly documented also but these are obligation of startup to return plus interest. how to deal with it , how to unearth it and understand the obligation to return it

F&F money is intended to convert to shares either by a CN, SAFE or a CARE

Can you explain venture debt and is it linked with getting shares if the startup is not able to pay back the debt?

how is valuation decided ?

What is the definition of a co-founder? I have seen people joining company later and given cofounder title, how does that work?

Side agreements?

Can the esop pool be increased by reducing the specific person pool only

Can we please take questions after the session?

As an Angel Group Should We get the valuation confirmed from an External Valuation Agency / Consultant?

what is ' generally ' discount given to existing investors raising further round of funds

What is ROFO ? We understood rofr

ROFO is Right of First Offer

Some VCs asks for OCPS. Why is this?

But CCPS will create a waterfall?

Every new VC will ask for higher preference?

Can investors ask for reviewing the founders agreement?

Can equity of exiting founder be kept in treasury equivalent, as in not allocated to anybody?

what is the value of shares at the time of exit of founder?

At what price will the outgoing Founder be forced to sell his shares --Is it the FMV or the price at which he had acquired?

continued.. Or at the face value of the share?

in case of death on co-founder or investor .. who to deal with holding pattern of the nominee of the co-founder ( happy leavers)

Any nomination in case of death

how is the FMC calculated..any benchmark method, or can there be a dispute over it oo

*how is FMV calculated

when does the CCPS get converted into an equity share ?

If a founder is fired for a difference of opinion/ perfromace?

if a startup has already issues equity shares to angels does it become a detterent for furtyef rounds

if one of the founder wants to quit and other founder is interested to take his stake at the value of angel investor, how can this negotiated at TS, why would he agree to be distributed.

Good one. thanks

Selling to secondary market? As a part of tag along rights?

Why cant Investor insist for Drag Along also

Can you explain about "Claw back clause" in SHAs?

this is needed the founder is not managing the show well. Investor is keen to sell have found a buyer...

Drag along vs claw back what is the difference

in case of negative situation, can an investor do a private deal and sell its shares only. if yes, what clause allows to do so.

Key difference between tagged-alone & secondary sell…need more clarity

what if company is registered outside India but operating in India and raising fund frm India and other market

i guess milk basket was an example of it..with kalaari selling its shares

Company can refuse to register SH4 in a Pvt Ltd company. Is this right?

If the founder is selling his shares does he need to inform the other investors before doing that

is there something called SAFE ?

yes related to that

But 100x Ventures is working on SAFE

iSafe

Sometimes your investment rate is a discount on the next round. How does that happen?

What is timeline for allotment of shares from receipt of monies by company

HI Varun pls leave your Linkedin / email , link to connect you !!!

https://www.linkedin.com/in/varun-sethi-89a76818b/

If an investor does not agree to the valuation, can they offer money in form of debt with interest and in the next agreeable round of funding can get shares, with valuation at some discount

I missed the answer in sweat equity allocation mechanism...hope it was answered so that we can look at it in Video recording

As a joint investment by husband-wife or family members , is it better to do on individual names or create LLP

for investment puspose

Is it mandatory for the company to have valuation done from registered values before raising money

What if the entity is an LLP registered under startupindia? Are the angel investments possible?

Board Observer will not have voting rights> Then why have one?

Board observer can only observe and not any voice

How can he be part of quorum

Company Sy makes the detailed minutes of board meeting and distributes to all. Then why have Board Observer. Is it only if the Shareholders think that the minutes may not be really what has been discussed?

Is the SH Agreement a binding agreement?

Can individual angels exit when they want to or can we exit only as the full DFAN?

wonderful session. thank you so much DFAN and Gratitude to Varun 🙏🙏🙏

Incase of any dispute/ conflict on any point in SH agreement and term sheet does it give right for the individual investor to exit?

Thanks Varun and DFAN, great learning, super session !!

Thanks Varun, it was wonderful session.

one of the Bestest I have participated

Thank you so much Varun. Thank you. If was a great experience.

Many thanks Varun, it was highly knowledgeable...

Thanks Varun.. amazing session... really helpful session.. thanks DFAN !!!

Gr8 learning

Thanks Varun.

Nice to know we are in Varun's very safe hands!

looking forward for more

Awesome session and Thank you Varun and DFAN team

do we have a write up of this

Thank You DFAN n Vivek...

wonderful session, thanks