Founder Agreement
Defines roles, responsibilities, equity structure, vesting, and decision-making authority for the sole founder of AxiForge Holdings Ltd.
What is it?
A Founder Agreement is a formal contract that outlines how the company is owned, managed, and operated. In a sole-founder structure, it serves as a written commitment to the governance framework — confirming equity terms, vesting, IP ownership, and decision-making authority from day one.
Why it matters
- Prevents future disputes and ambiguity
- Sets equity ownership and vesting terms
- Establishes clear decision-making authority
- Protects IP from day one
- Required for SEIS/EIS advance assurance
- Creates a strong foundation for investor due diligence
This Founder Agreement ("Agreement") is entered into by Matthew Plodzien ("Founder"), the sole founder and director of AxiForge Holdings Ltd, a company incorporated in England and Wales under the Companies Act 2006.
Given the sole-founder structure, this Agreement serves as a formal record of the Founder's commitments to the company, its future shareholders, and prospective investors. It establishes the governance framework and equity terms applicable from the date of incorporation.
Matthew Plodzien serves as Chief Executive Officer and founding engineer of AxiForge Holdings Ltd. In this capacity, the Founder holds full executive and operational authority over the company, including:
- Strategic direction and corporate development
- Product architecture and technology roadmap — Autonomous Factory OS, edge AI stack, mechanical systems
- Commercial relationships: sales, partnerships, licensing negotiations
- Financial oversight: budget control, fundraising, investor relations
- Legal and regulatory compliance
- Recruitment of advisors, contractors, and future employees
The Founder is the sole director of the company and retains full authority over all operational decisions until such time as additional directors are appointed by board resolution.
At the pre-seed stage, the Founder holds 100% of the issued share capital of AxiForge Holdings Ltd, structured as follows:
No shares have been issued to third parties, employees, or advisors at the pre-seed stage. Class B shares will be issued upon conversion of SAFE instruments or at a priced round.
The Founder's equity is subject to a reverse vesting schedule, designed to confirm long-term commitment and provide investor confidence that the founding team remains engaged post-investment.
In a sole-founder structure, vesting functions primarily as a signal of long-term commitment to investors and as a mechanism governing any future buyout or dissolution scenario.
As sole director and 100% shareholder, the Founder retains unilateral authority over all company decisions at the pre-seed stage. Upon investment, the following Reserved Matters will require investor consent or board approval:
- Issuing new shares or altering share capital
- Amending the Articles of Association
- Entering into debt obligations exceeding £25,000
- Disposing of material company assets or intellectual property
- Approving annual budgets and material deviations therefrom (>20%)
- Appointing or removing directors
- Initiating a merger, acquisition, or exit process
These Reserved Matters will be formally codified in the Shareholders Agreement upon SAFE conversion or at the first priced round.
All intellectual property created by the Founder in connection with AxiForge Holdings Ltd and its subsidiaries is irrevocably assigned to the company. This includes:
- UK patent pending: novel mechanical transmission system
- Autonomous Factory OS: source code, architecture, documentation
- Edge AI firmware and embedded software — Sensor SA-1 and all derivatives
- All trademarks: AxiForge, Autonomous Factory, Sensor
- All trade secrets, know-how, and proprietary processes developed in the course of the Founder's work
The Founder confirms that no pre-existing third-party IP has been incorporated into the company's products without a formal licence or assignment. This assignment survives termination of the Founder's role in the company.
The Founder agrees to maintain strict confidentiality with respect to all proprietary information, trade secrets, and commercially sensitive data relating to AxiForge Holdings Ltd, its subsidiaries, and its clients. This obligation:
- Applies during and after the Founder's active involvement with the company
- Covers: product architecture, financial data, client lists, investor terms, pricing models, and proprietary processes
- Does not apply to information that enters the public domain through lawful means, is required by law, or was independently known prior to incorporation
All contractors, advisors, and collaborators are required to execute a separate NDA prior to receiving access to confidential materials.
Good Leaver / Bad Leaver
- Good Leaver (death, incapacity, mutual agreement) — vested shares retained at fair market value; unvested shares lapse
- Bad Leaver (gross misconduct, material breach) — unvested shares lapse; vested shares subject to compulsory transfer at nominal value as determined by the board
Compulsory Transfer
If the Founder is subject to a compulsory transfer event, shares must first be offered to existing shareholders at a price determined by the company's auditors in accordance with the Articles of Association.
Drag-Along Rights
The Founder, as majority shareholder, may compel minority shareholders to sell their shares on the same terms in the event of a bona fide third-party acquisition offer accepted by the Founder.
Governing Law
This Agreement is governed by the laws of England and Wales. Any disputes shall be referred first to mediation, and if unresolved, to the exclusive jurisdiction of the courts of England and Wales.
Investor Perspective
This Agreement confirms that AxiForge Holdings Ltd has established a formal governance framework from day one. The reverse vesting schedule, IP assignment, and defined Reserved Matters demonstrate that the company is structured to protect investor capital and minimise founder-departure risk — key requirements for SEIS/EIS eligibility and institutional due diligence.