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Shareholders Agreement Ratchet

The problem with ratchets is that the share of exit revenue that executives receive in the event of an exit can be significantly higher than the percentage of their participation, which can result in a processing of revenue for a portion of the amount received. This is because part of the value is considered to be derived from the manager`s employment and is not considered a real commercial return on equities, and that specific rules apply to stocks (and other securities) that managers with ratchet rules will ensure that they are as tax efficient as possible. Totalratchet: When shares are issued at a price per share below the price per share paid by the Company`s existing investors, the share price/conversion price of existing investors is revised to the price at which the new shares are issued. In such a scenario, either additional shares are issued to existing investors to reflect on surpluses after such a price adjustment, without the existing investors making additional payments, or without the conversion price being revised at the price of the issuance of those shares. Therefore, the “Crat” method does not take into account the number of shares of existing investors or the number of shares issued in the next investment phase, but only takes into account the price at which the new shares are issued and the new price applies to all shares of existing shareholders. Thus, the complete ratchet method of anti-dilution is very hard for the company and the founders compared to the medium large-scale weighted method. The share of the founders can also be heavily diluted if a complete determination of the ratchets is implemented. The goal of the complete ratchet is to ensure that current investors retain the same share of ownership if a company creates new financing cycles. It prevents the initial shareholder participation from being diluted by the issuance of new shares for new shareholders. Shareholders retain their share at no additional cost.

A ratchet is a dilution protection mechanism that allows management to change its participation in various future events. Ratchet is an incentive for management, as it offers them the opportunity to achieve an additional economic balance. It is granted in the form of additional economic rights related to the preferred shares of executives.

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