Founder Agreement

Parties

This Founder Agreement ("Agreement") is entered into by and between the following founders of EduCreds Labs Limited, a private limited company incorporated in Uganda (Company Number: _____):

#	Full Name	Role	Shares	% (of issued)
1	Kyotoyinze Abdulmajid	CEO & Executive Director	340,000	42.5%
2	Sekiziyivu Paul	CTO & Executive Director	160,000	20.0%
3	Nabasirye Seanice	Head of Operations & Partnerships	120,000	15.0%
4	Balamaga Experito	Head of Growth & Branding	100,000	12.5%
5	Mudebo Samusi	Head of DevOps	80,000	10.0%

ESOP Pool (reserved, unissued): 200,000 shares (20% of total authorised capital)

1. Ownership & Equity

1.1 Share Structure

• Total authorised shares: 1,000,000 ordinary shares at UGX 1,000 nominal value each
• Total issued shares: 800,000 (founders)
• Reserved ESOP pool: 200,000 (unissued)
• All shares are ordinary shares — single class, equal voting rights (1 share = 1 vote)

1.2 Anti-Dilution on Issuance

• Any issuance from the ESOP pool or new share issuance requires majority board approval (≥3 of 5 directors)
• Founders have pro-rata pre-emption rights on any new share issuance (except ESOP pool grants)
• Issuance to investors requires a shareholders' resolution (>50% of issued shares)

2. Vesting & Exits

2.1 Standard Vesting Schedule

All founder shares are subject to a 4-year vesting schedule with a 12-month cliff:

Period	Shares Vested
Months 0–11	0 (no vesting)
Month 12 (cliff)	25% of total allocation vests
Months 13–48	Remaining 75% vests monthly (÷ 36)

2.2 Good Leaver Terms

• Retains all vested shares at departure date
• Unvested shares returned to Company at nominal value (UGX 1,000/share)
• Company has a 90-day right of first refusal on vested shares at fair market value

2.3 Bad Leaver Terms

• Forfeits all unvested shares at nominal value
• Vested shares subject to mandatory buyback at lower of fair market value or nominal value
• "Cause" includes: fraud, wilful breach, criminal conviction, material misrepresentation

2.4 Exit Events

• All unvested shares accelerate and vest immediately on Company Sale, IPO, or Change of Control
• Drag-along obligation if >75% of shareholders approve exit (for holders >5%)
• Each founder holds tag-along rights

3. Founder Roles & Responsibilities

Kyotoyinze Abdulmajid — CEO

• Overall strategic direction, investor relations, fundraising
• External partnerships, regulatory engagement, legal oversight
• Final authority on product strategy and company positioning

Sekiziyivu Paul — CTO

• Technical architecture, codebase quality, security, scalability
• Engineering team management and hiring
• Technology stack decisions; DevOps strategy (with Mudebo)

Nabasirye Seanice — Head of Operations & Partnerships

• Day-to-day operations, institution partnerships, customer success
• Internal process documentation and SOPs

Balamaga Experito — Head of Growth & Branding

• Brand identity, marketing strategy, content, social media
• Growth campaigns and user acquisition

Mudebo Samusi — Head of DevOps

• Azure cloud infrastructure, CI/CD, monitoring, incident response
• Security and access control

4. Decision-Making Authority

Decision Type	Who Decides	Approval Threshold
Day-to-day within role	Individual Founder	Sole discretion
Hiring below Head level	Department Head + CEO	2 of 2
Spend under UGX 5M (~$1,300)	CEO or relevant Head	1 of 5
Spend UGX 5M–50M	CEO + CTO or ops lead	2 of 5
Spend above UGX 50M	Board resolution	≥3 of 5 directors
Binding contracts / partnerships	CEO + 1 co-founder	2 of 5
New share issuance	Board + shareholders	≥3 directors + >50% shareholders
Amending this Agreement	All founders	Unanimous
Founder removal for cause	Remaining founders	Unanimous (excluding accused)
Company dissolution	All shareholders	>75% of issued shares

4.3 Reserved Matters (unanimous consent required)

• Amending articles of incorporation
• Issuance of preference shares or new share classes
• Related-party transactions exceeding UGX 10M
• Debt obligations exceeding UGX 50M
• Sale of material IP assets

5. Intellectual Property

Each founder irrevocably assigns to EduCreds Labs Limited all IP created in connection with the Company, including the EduCreds platform codebase, the did:educreds DID method specification, all product designs, brand assets, whitepapers, and documentation. This assignment applies retroactively from the date each founder joined the project.

For 12 months after departure, a former founder may not use EduCreds proprietary IP for any competing venture.

6. Confidentiality

Each founder keeps strictly confidential all source code, customer data, investor materials, financial data, and strategic plans. Obligations survive for 3 years after departure.

7. Non-Compete & Non-Solicitation

During tenure and for 12 months after departure, each founder agrees not to found, join, or advise any company that directly competes with EduCreds in academic credentialing globally, and not to solicit Company employees or customers.

8. Dispute Resolution

Good faith negotiation (30 days) → Mediation → Binding arbitration under the Arbitration Tribunal of Uganda, conducted in Kampala. Governing law: Republic of Uganda.

9. Future Fundraising

• Pre-seed target: $100,000 USD (equity round or SAFE)
• All founders dilute pro-rata on new investor share issuances
• Investors receiving >5% entitled to board observer rights + information rights + pro-rata rights in subsequent rounds

11. Signatures