Reggie — Founder Equity Agreement¶
Date: 8 March 2026 Company: Reggie (UK number plate valuation platform) Status: Draft — for founder discussion and alignment
This document is a starting framework to protect all three founders and ensure shared understanding. It is not a substitute for formal legal advice — we recommend having a solicitor review and formalise this before signing.
1. Founders¶
| Name | Role | Shares | Equity |
|---|---|---|---|
| Adam Kendrew | Co-Founder — Product & Design | 50 | 33.3% |
| Oli Clark | Co-Founder — Product & Design | 50 | 33.3% |
| Joe Price | Co-Founder — Engineering & Architecture | 50 | 33.3% |
Total shares issued: 150 ordinary shares
All three founders started working on Reggie at the same time and have contributed equally to date.
2. Share Capital & Director Loans¶
Shares¶
Each founder holds 50 ordinary shares at a nominal value of £1 per share (£50 per founder, £150 total). These shares represent ownership of the company and were issued at incorporation.
Initial Director Loans¶
Each founder has also contributed £250 as a director loan to the company (£750 total). This is separate from the shares — it's money the company owes back to each founder. Director loans:
- Are repayable at any time the company can afford to, with unanimous agreement
- Sit ahead of profit distributions (you get your loan back before dividends)
- Do not carry interest (unless the founders agree otherwise)
- Should be recorded in the company's accounts and each founder should keep a simple loan record
Future Founder Contributions¶
If the company needs more capital, any founder can propose a top-up. All three must agree, contribute equally, and it's recorded as additional director loans — not exchanged for shares.
3. Roles & Contributions¶
Adam Kendrew — Product strategy, design, and front-end development. Responsible for user experience, branding, and product direction.
Oli Clark — Product strategy, design, and front-end development. Responsible for user experience, design systems, and product direction.
Joe Price — Product strategy, software architecture, back-end systems, and technical infrastructure. Architecting the platform and driving the core engineering build.
All three founders share responsibility for product strategy and direction. While individual strengths differ — design, engineering, commercial — all contributions are valued equally, which is reflected in the equal equity split.
Note: If roles evolve significantly (e.g., one founder moves to full-time while others remain part-time), revisit this agreement to ensure it still feels fair.
4. Vesting¶
We recommend a 4-year vesting schedule with a 1-year cliff. This is the standard approach and protects everyone:
- Cliff (Year 1): No shares vest until each founder has been contributing for 12 months. If someone leaves before the 1-year mark, they forfeit all unvested shares.
- Monthly vesting (Years 2–4): After the cliff, shares vest monthly in equal instalments over the remaining 36 months.
- Vesting start date: 8 March 2026 (or the date all founders agree upon — backdating to when work actually began is common and fair).
What this means in practice¶
| Time | Shares vested (per founder) | % of their allocation |
|---|---|---|
| 6 months | 0 | 0% |
| 1 year (cliff) | 12.5 | 25% |
| 2 years | 25 | 50% |
| 3 years | 37.5 | 75% |
| 4 years | 50 | 100% |
5. Leaver Provisions¶
Good Leaver¶
A founder who leaves due to genuine personal reasons (health, family circumstances) or by mutual agreement. A good leaver keeps all vested shares but forfeits unvested shares, which are redistributed equally among the remaining founders.
Bad Leaver¶
A founder who leaves without reasonable notice, is dismissed for gross misconduct, or sets up a competing business. A bad leaver forfeits all shares (vested and unvested), which are redistributed equally among the remaining founders. The company repays their director loan.
Defining "leaving"¶
A founder is considered to have left if they: - Formally resign from their role - Stop contributing meaningfully for more than 3 consecutive months without agreement from the other founders - Breach the non-compete clause below
6. Decision Making¶
Day-to-day decisions¶
Each founder has autonomy within their area of responsibility. Disagree? Talk it out — majority (2 of 3) rules.
Major decisions (unanimous required)¶
The following require all three founders to agree: - Taking on investment or giving away equity - Selling the company or its core assets - Taking on debt beyond £1,000 - Hiring or firing employees - Changing the equity split - Pivoting the product direction significantly - Winding down the company
7. Intellectual Property¶
- All work created for Reggie (code, designs, content, data, brand assets) belongs to the company, not to individual founders.
- Each founder confirms they are not bringing in IP owned by a third party (e.g., an employer) that could create a future claim.
- If a founder leaves, they have no right to use Reggie's IP, codebase, or data.
8. Expenses & Compensation¶
Current stage (pre-revenue)¶
- No salaries are paid. All contributions are sweat equity.
- Reasonable business expenses (hosting, domains, tools) are shared equally or paid from company funds.
- Any expense over £100 should be agreed by all founders before being incurred.
When revenue starts¶
- Founders agree to discuss and set equal salaries when the company can sustain them.
- Salaries should be modest and reinvest as much as possible in growth.
- Director loans should be repaid before or alongside first salaries.
9. Future Funding & Dilution¶
If the company needs external investment, all three founders must agree (see Section 6). New shares are issued to investors — existing shares are not sold — so all founders dilute equally.
Key protections¶
- Right of first refusal — No founder can sell or transfer shares without offering them to the other founders first, at the same price
- Drag-along / tag-along — If a majority agree to sell, all must sell on the same terms. If one receives an offer, the others can join on the same terms
10. Non-Compete¶
While involved with Reggie and for 12 months after leaving, no founder will: - Build, fund, or work on a competing number plate valuation or trading platform - Solicit Reggie's users, partners, or (future) employees - Use Reggie's proprietary data, algorithms, or trade secrets for any other venture
This doesn't prevent founders from having other jobs or side projects, provided they don't compete with or detract from Reggie.
11. Dispute Resolution¶
If a disagreement can't be resolved between founders:
- Talk first — Attempt to resolve informally within 14 days
- Mediation — If unresolved, engage an independent mediator (e.g., via CEDR). Costs shared equally.
- Legal — Only as a last resort. English law governs this agreement.
12. Amendments¶
This agreement can only be changed with the written consent of all three founders.
13. Signatures¶
By signing below, each founder confirms they have read, understood, and agree to the terms in this document.
| Name | Signature | Date |
|---|---|---|
| Adam Kendrew | ||
| Oli Clark | ||
| Joe Price |
This document is intended as a clear, shared understanding between founders. We strongly recommend having it reviewed by a solicitor (e.g., via SeedLegals, Harper James, or a local business solicitor) to formalise it properly. The cost is typically £300–600 and well worth it for the protection it provides.