SUBJECT: Re : Fwd : &NAME &NAME Dear all Thanks for that . Yes I 'm feeling much better now , thanks . I have &NUM points resulting from a brief conversation with &NAME : &NUM . will &NAME &NAME be a founder &NUM , This is important with respect to tax . Would the shares be deemed to have been issued later with a &NAME liability ? The precise time of the issue of shares to &NAME &NAME is critical and if the issue is post-money , the valuation could leave us with a &NAME liability . &NUM . would a side agrement and no &CHAR / &CHAR agreement until funding is raised be constitutional ? I 've not dealt with a case like the one proposed and wonder whether the savings in not duplicating the work of &NUM &CHAR / hs agreements ( pre-money and post-money ) is not outweighed by the sort of issues indicated above . Having a simple &CHAR / &CHAR agreement from the outset should n't be too expensive in time or money ? Best regards &NAME - -On &NUM April &NUM &NUM : &NUM &NUM &NAME &NAME ( &EMAIL ) wrote : <QUOTE> &NAME , &NAME you are now feeling better . Your understanding is the same as mine . You will have seen from my replies to &NAME &NAME that I believe &NAME should be included in the same side agreement as &NAME . Regards &NAME &NAME Despite all good intentions , I was struck down with flu after I mailed you last . I do n't remember when I was that ill and have only really got back in harness . I 've read the anti-dilution agreement and the Articles . I will be showing these to &NAME , our &NAME , but before I do , could you bring me up to speed on the intention . I 've seen what &NAME &NAME says below and am not completely clear . What seems to be being said is that there wo n't be a &CHAR / hs agreement until funding is secured ? And &NAME will be accommodated with a side agreement until then ? Presumably , the same arrangemnt and specific agreeement will be on offer to &NAME &NAME as to &NAME ? Cheers &CHAR - -On &NUM March &NUM &NUM : &NUM &NUM &NAME &NAME ( &EMAIL ) wrote : <QUOTE> &NAME , We need to look at the attached - &NAME told me today that they have not been sent to you . You will note that I have been slow to respond to them , but I would like to get a reply to them this week , if that fits with your timescales . &NAME Dear &NAME &NAME , I have been requested to advise on the agreement to be entered into by &NAME , ILexIR and the other shareholders of ILexIR . I understand that &NAME had requested a shareholders agreement . It is proposed that , as the Company intends in the short to medium term to obtain funding ( which will entail a further shareholders agreement and new articles of association ) , your requirements are met by a side agreement and that this is entered into simultaneously with the assignment of intellectual property and grant of shares . I attach a draft for your consideration which I should be happy to discuss . Your sincerely , &NAME &NAME &NAME &NAME &CHAR &NAME &CHAR &NUM ( &NUM ) &NUM &NUM Principal Consultant &CHAR &NUM ( &NUM ) &NUM &NUM Legal Surfing &NAME &CHAR &NUM &NUM &NUM &NUM &NAME Street &CHAR &EMAIL &NAME &NAME &NAME &CHAR &WEBSITE <END_QUOTE> &NAME &NAME &NAME Manager &NAME &NAME &NAME &NAME &NAME Science Park Square &NAME &NAME &NAME &NAME voice : &NUM fax : &NUM <END_QUOTE> &NAME &NAME &NAME Manager &NAME &NAME &NAME &NAME &NAME Science Park Square &NAME &NAME &NAME &NAME voice : &NUM fax : &NUM