Ondernemingsnr :
Benaming
(voluit) : Electric Fox
(afgekort) :
Rechtsvorm : Vennootschap onder firma
Zetel : Sprinkhaanweg 1
2360
België
Onderwerp akte : Oprichting
Oud-Turnhout
Founder’s General Agreement
The following individuals are hereby admitted as partners in the Company (“Founders”):
1. Jaime Hansler, born on the 23rd of June 1970, Rotterdam, The Netherlands
Dutch passport holder No 700623-483.48
2. Didier Hansler, born on the 25th of July 1971, Rotterdam, The Netherlands
Dutch passport holder No 710725-319.83
3. Ryan ter Heerdt, born on the 20th of July 1983, Geel, Belgium
Belgium passport holder No 830720-111-14
4. Peter Malcolm Finley, born the on the 4th of July 1985, Sydney, Australia
Australian passport holder No PA5050600
hereby declare to establish a general partnership by private deed, the articles of
association of which have been laid down as follows:
Art. 1
This agreement governs the partnership between the Founders, doing business as
Electric Fox VOF (the “Company”). The company is a trading company in the form of a
general partnership (VOF).
Art. 2
The Company will continue perpetually, unless dissolved in accordance with this
agreement. The Founders will cause the Company to register its fictitious name in the
jurisdiction where it conducts its business, as soon as reasonably practicable after the
date hereof. The Company’s principal office address will be set by a majority of
Founders, and initially is: Sprinkhaanweg 1, B-2360 Oud-Turnhout, Belgium. By decision
of the partners the principal address can be transferred to any place in Belgium. The
chair is located in the judicial district of Antwerp.
Art. 3
The Founders have created the Company for the sole purpose of:
the production of and trade in audio and audiovisual works, as well as entertainment
software, in Belgium and abroad, in its own name or on behalf of third parties, for its
own account or on behalf of third parties.
The production and distribution of carriers of the aforementioned and exploitation of all
associated rights, both royalties and related rights.
The company may act in Belgium and abroad in the capacity of publishing company for
audio and audiovisual works, entertainment software and all related rights, such as
copyrights and other related rights, in its own name and in third parties.
The company may, in Belgium and abroad, carry out all industrial commercial, financial,
movable and immovable transactions that may directly or indirectly expand or promote
0693776068
its business.
It may carry out all these activities in business and assume the exploitation of all
intellectual, industrial or commercial rights and property relating to them.
It may, in any way whatsoever, take interests in all associations, businesses, companies
or companies that pursue the same, similar or related purpose or that can promote its
business or facilitate the marketing of its products or services and can cooperate or
merge with it.
The Company will be the sole owner of the name, logo and general branding of Electric
Fox. Any use of this trademark has to be approved by the company, after which its use
may be loaned for sole use under a license agreement.
Art. 4
The company is founded for an indefinite period of time, starting on 8th of February
2018.
Art. 5
The Company will be managed by its Founders, and a majority of Founders may take any
action on behalf of the Company except where explicitly stated otherwise in this
agreement. The unanimous written approval of all Founders is required to:
• incur any debt on the Company’s behalf or employ its credit, other than
receivables to trade creditors in the ordinary course of business not to exceed
�250 individually and �500 in aggregate;
• initiate any voluntary bankruptcy proceeding;
• liquidate or dissolve the Company, or distribute substantially all of its assets and
business;
• enter into any inbound or outbound license, transfer, or other assignment of
protectable intellectual property used in the Project, including any patentable
inventions, copyrights, trade secrets, or trademark rights (except for inbound
end user licenses for software applications in the ordinary course of business);
• approve any contract with a Founder, or an immediate family member or
domestic partner of a Founder, or an affiliate of any of the foregoing persons;
• raise any equity capital in any amount from any person;
• admit any partner to the Company; and
• amend this agreement.
Art. 6
All founders are partners and business managers. They are jointly and severally liable
for all commitments made on behalf of the company. However, the professional liability
of each partner remains individual. The professional insurance costs are nevertheless
applicable to the company. Other partners can only join after written consent of all copartners;
they must always have the required qualifications to participate in the joint
professional activities with the other partners.
Art. 7
Any Founder may resign from partnership in the Company for any reason or no reason
at all by giving written notice to the other Founders.
Art. 8
The partners may only transfer or surrender their rights in the company after written
consent of all co-partners, and only to colleagues who participate or will participate in
the joint professional activities. Upon the death of a partner, his rights transfer to his
heirs.
Art. 9
At the incorporation of the company, the share capital is set at 500.00 euros,
represented by 10 shares of 50.00 euros, paid in full by the partners.
It is endorsed as follows:
- mr. Jaime Hansler 4 shares
- mr. Didier Hansler 4 shares
- mr. Ryan ter Heerdt 1 share
- mr. Peter Malcolm Finley 1 share
Art. 10
The partners delegate all management powers of the company to one or more of them
who become the managers of the company. The general meeting can decide to award a
remuneration, which can therefore be regarded as general costs.
Art. 11
Each manager separately acts on behalf of the company, represents the company
towards third parties and in court as plaintiff or as defendant.
Art. 12
Each partner individually has all investigative and supervisory powers, which entitles
him to inspect the books, letters, minutes and in general all documents and writings of
the company at all times.
Art. 13
The general Assembly - legally compiled, represents all partners
The general meeting decides among other things about:
1. acceptance of new partners
2. approval of the annual accounts, use of the profit
3. amendment of articles of association
The decisions of the general meeting are taken by a simple majority of the votes present.
Amendments to the articles of association can only be approved by unanimous vote of
the members present.
Art. 14
Each partner has the right on one vote.
Art. 15
HSU events has the worldwide exclusivity for the ‘Electric Fox’ hostings. The negotiation
with other partners will be transparent for all partners.
Art. 16
The annual meeting is held on June the 1st or the first following business day at 1 pm at
the registered office of the company or at any other place indicated in the convening
notice.
The first annual meeting will be held on June the 1st 2019. Moreover, the general
meeting may be convened in extraordinary session by any partner who considers that
the interests of the company so require. The partners must be invited to the general
meeting by registered mail at least fourteen days in advance. The minutes of the meeting
are recorded in the minutes, which are submitted for signature to all partners attending
the meeting.
Art. 17
The financial year runs from 1st of January through December 31st of each year.
Art. 18
From the profit for the financial year, the general expenses, the necessary depreciations,
the tax and other provisions, the value adjustments and the transferable transactions
are deducted for the purpose of determining the net profit. The balance indicates the net
profit. The amounts paid to the managers by way of remuneration are entered under the
general expenses. The partners, united in the general meeting, will decide on the
destination of the result by a simple majority.
Art.19
In all cases of dissolution and withdrawal, the net assets of the company are divided, in
such a way that each member or the retiring partner is granted his share.
Art. 20
Any nullity of the whole or a part of articles of these articles of association will in no way
affect the validity of the other decisions.
Art. 21
Disputes concerning the interpretation or application of these articles of association will
be submitted to an arbitral award in accordance with the provisions of the Belgium
Judicial Code.
Art. 22
For all that is not provided for in these articles of association, reference is made to the
applicable statutory provisions and in particular to the Company Code.
AGREED UPON IN TIELEN, ON FEBRUARY 8th 2018, AND SIGNED IN THREE COPIES,
WHEREBY EVERY PARTY CONFIRMS TO HAVE RECEIVED A COPY.
Jaime Hansler Didier Hansler Ryan ter Heerdt Peter Malcolm Finley