1. Award versus ownership
An Award is only a conditional right to acquire Shares. A participant becomes a shareholder only after legal issue or transfer, payment and entry in the applicable record. Before then there are no voting, dividend, information or transfer rights attached to the Award.
2. Pool, class and percentage
The 500,000-Share pool is a maximum program reserve, not a promise that all Shares exist or will be granted, and it is not a fixed percentage of Fanlify. The intended standard is ordinary registered Shares, but class, value and exact rights must match the final Articles and Grant Agreement.
3. Potential shareholder rights
After acquisition, the Share class may carry voting, dividend, General Meeting, explanation, document and distribution rights under law and the Articles. A minority holding does not provide management authority, Board representation, veto, control over financing or a right to continued platform access.
4. Dividends and information
Dividends require distributable funds and a valid corporate decision and are never guaranteed. Information rights follow law and the Articles; a shareholder may not receive every confidential item they consider useful. Award holders who have not acquired Shares have no shareholder information rights.
5. Pre-emption and special rights
Some issues may carry statutory or contractual pre-emption rights, but they can be limited, excluded, waived or subject to deadlines. Unless expressly granted, creators have no anti-dilution, fixed percentage, liquidation preference, redemption, repurchase, Board seat, veto, enhanced reporting or guaranteed future-financing participation.
6. Vesting and acquisition risk
Unvested Awards may lapse when Active Status ends or rules are breached. Vested Awards still require timely exercise and legal completion. Corporate, tax or administrative steps may delay delivery, and failure to complete the required process may cause expiry under the Grant Agreement.
7. Transfer restrictions
Awards cannot be sold, assigned or pledged. Acquired Shares may be subject to consent, first refusal, pre-emption, lock-up, competitor restrictions, drag-along, tag-along, call and repurchase provisions. A participant may be unable to sell even after finding a buyer.
8. Dilution
New Shares, options, convertibles, financing, acquisitions or additional pools may reduce a creator’s percentage. The simplified calculation is Participant Shares ÷ Total Outstanding Shares × 100. Fully diluted figures may also include reserved pools and rights not yet converted.
Illustration only
10,000 Shares out of 10,000,000 equal 0.10%. If 2,500,000 new Shares are issued, the same 10,000 equal 0.08% of 12,500,000—a 20% relative reduction in percentage. Economic value may rise or fall independently.
9. Other Share classes
Investors may hold or receive Shares with preferred dividends, enhanced votes, liquidation priority, conversion, redemption or consent rights. If another class has priority in a sale or liquidation, ordinary shareholders may receive less than a simple headline valuation suggests.
10. Valuation and liquidity
Nominal value, acquisition price, tax value, financing price and market value can differ. Fanlify is expected to remain privately held and no buyer or public market may exist. No financing, buyback, dividend, company sale, listing or other liquidity event is guaranteed.
11. Exit, drag, tag and repurchase
On a sale or merger, Awards may be continued, replaced, settled or cancelled and vesting may or may not accelerate. Drag-along may require a sale; tag-along may permit participation. Repurchase or call rights apply only where validly documented, with the price and trigger stated in binding documents.
12. Insolvency and business risk
Creditors and higher-ranking claims are paid before ordinary shareholders. The entire value can be lost. Relevant risks include competition, user and creator retention, financing, app-store policies, cybersecurity, data, intellectual property, regulation, key people, product execution, reputation and economic conditions.
13. Tax, cross-border and currency risk
Grant, vesting, acquisition, dividends and sale may create tax, social-security and reporting obligations in several countries. Equity may be unavailable in some jurisdictions. Exchange-rate movements may affect value. Participants remain responsible for independent advice and compliance.
14. Conflicts, reliance and acknowledgement
Founders, investors and minority creators may have different interests. Marketing examples are not valuations or promises. By accepting the final disclosure, a participant confirms understanding of the difference between an Award and Shares, dilution, illiquidity, possible total loss and the absence of guaranteed return, without waiving rights that cannot lawfully be waived. Czech law and the binding corporate documents control.