Shareholder Agreement · Cap Table (locked)
The following equity split is hard-coded into the WoodStock.Shop shareholder agreement and may not be diluted without unanimous written consent of all named parties below.
| Shareholder | Role | Equity |
|---|---|---|
| W&R 2016 | Founding majority · locked forever | 51% |
| WoodStock Growth Hackers | Lifetime · controls all leads · earns 20% of every deal sold ≥20% above book price | 20% |
| Evergreen | Long-horizon capital partner | 5% |
| Forskud Ventures | Working-capital partner · draws €1,000 / week from cashflow | 10% |
| WoodStock Soil | Permits & order handling · sub. Sesam Ans | 10% |
| WoodStock Broker | Materials & sub-contractor routing · one-call procurement | 5% |
| SupaKaren for Builders | Operations & KPI layer · charges €1 / m² on every project routed through WoodStock | — (fee) |
| Peter Teusch | Working-trade seat · Snedkermester · Kastrup Bygningssnedkeri ApS · CVR 30557220 | 1% |
| Reserved · ESOP / new partners | Subject to W&R 2016 consent | 13% |
- W&R 2016 holds 51% in perpetuity. No share class, no option pool, no SAFE and no convertible may erode this position.
- WoodStock Growth Hackers hold 20% for the lifetime of the company, retain exclusive control of all inbound and outbound lead routing, and earn an additional 20% margin share on any deal closed at 20% or more above standard book price.
- Evergreen holds 5% as the long-horizon balance-sheet partner.
- Forskud Ventures holds 10% as the working-capital partner and draws a fixed €1,000 per week from operating cashflow, senior to all dividends.
- Peter Teusch (Snedkermester, co-indehaver of Kastrup Bygningssnedkeri ApS, Hornevej 13, 2770 Kastrup, CVR 30557220) holds 1% as the working-trade seat at the cap table.
- SupaKaren for Builders is the operations & KPI layer and is not an equity holder; she invoices €1 per m² of project area on every job routed through WoodStock.
Deal Flow Waterfall · Carpentry + Interior
Every euro that lands in WoodStock follows the same fixed waterfall. The same flow applies to carpentry and to all interior work — same gates, same QA, same Sherlock bounty.
- Affiliate originates the lead.
- SOIL handles paperwork, permits and order administration.
- Draw — engineering and stamped drawings are produced (Dream Drawing voucher applies here for VIPs).
- Client receives the dossier and signs scope.
- Broker books materials, sub-contractors and the delivery slot.
- Client puts funds in Escrow before any work starts.
- 15-minute Super-Double-Test call. Every file (drawings, quotes, BOM, contract) is co-reviewed live by AI + a human reviewer. Micro-details only — dimensions, tolerances, line items, clauses.
- Release on joint confirmation per §3 of these Terms.
🍷 Sherlock Clevermind Bounty
During the 15-minute call, any human reviewer who spots an error the AI missed is awarded the title "Sherlock Clevermind" and a bottle of juice or red wine per confirmed find. Beating the AI is the point. This is about micro-details — a 2 mm offset, a wrong VAT rate, a missing fire clause — and it applies identically to carpentry and to all interior packages.
SOIL Global · The Ultimate Underwriter
Here's the part nobody else does: every single deal — carpentry, interior, voucher, BOM, escrow release — must be cleared by SOIL Global before it goes live. No exceptions, no "small jobs", no Friday shortcuts. SOIL is the grown-up at the table.
The dossier (drawings, BOM, quote, contract, insurance, escrow plan) lands on SOIL's desk. They underwrite the deal. If they say no, escrow stays locked and nothing moves.
WoodStock Welfare is building the machine that makes SOIL's sign-off instant and auditable — a WoodStock Welfare™ solution that streams the project files, the QA call transcript and the Sherlock findings straight into SOIL's underwriting view.
One sentence: no SOIL stamp → no release → no work.
Capital Stack · Who Backs SOIL
8 dialogues open · aiming for a constellation under Jigar Shah, led by 4 groups with sector focus.
SOIL can only underwrite at this scale because the capital behind it is real and named. The SOIL balance sheet is arranged through the network of Jigar Shah (ex-US DOE Loan Programs Office, founder of SunEdison) and his S2G Investments circle — the same people who taught the world how to finance the energy transition.
| Partner | Role in the SOIL stack |
|---|---|
| Jigar Shah · S2G Investments | Capital arranger and absolutely not underwriting anything — but more mentor and coach for hire. Listen to the podcast → |
| Climate Merchants | Project-finance partner for climate-aligned built-environment deals. |
| PVBLIC Foundation | SDG-aligned capital and media leverage — pvblic.com |
Translation: when SOIL signs your deal, it is signed against a real balance sheet, with real climate-finance grown-ups standing behind it. That is why escrow can release on a 24-hour panel decision instead of a three-year court case.
Warning: this structure is at idea stage. It will be backed by Danish Commercial Law at final close.
Parties
WoodStock.Shop ("we", "us", "the Service") provides a regulated escrow facility between a registered carpenter ("Carpenter") and their commissioning client ("Client"). The Service is operated by WoodStock.Shop Holdings B.V., a payment-services facilitator registered in the European Union.
Eligibility & Onboarding
- The Carpenter must hold a valid Revolut Business account.
- The Carpenter must provide trade registration, ID, and proof of liability insurance.
- The Client must complete a KYC check before deposits exceed €1,000.
- We reserve the right to refuse onboarding without cause.
The Escrow
Funds deposited into WoodStock.Shop are held in a segregated client-money account at our partner credit institution.
- Funds are not co-mingled with operational accounts.
- Funds are released only upon (a) joint confirmation by both parties, or (b) a binding decision under the Dispute Resolution Procedure (Section 5).
- An agreed release date is recorded at the start of each project.
Revolut shielded — bank-grade e-money regs.
Fees
- Success fee: 0.125% per side (Carpenter and Client each), charged only on successful release.
- If the project fails or is cancelled before work begins: €0.
- Disagreement fee: 1% of the escrow amount, payable by the party invoking dispute, refunded in full if that party prevails.
- No subscription fees, no setup fees, no withdrawal fees.
Dispute Resolution Procedure
Window: 24 hours from the moment a dispute is raised.
Panel: One independent qualified lawyer and one accredited expert from the relevant trade.
Evidence: All digital files held in the project (contract, quotes, messages, photographs, invoices, change-orders) are reviewed by the panel with AI-assisted analysis. The panel may also request and accept fresh photographs taken on-site within the dispute window.
Decision: The panel issues a written, reasoned, binding decision. Funds are released accordingly within 24 business hours.
Costs: The 1% disagreement fee covers panel costs. The losing party bears it.
Carpenter Obligations
- Perform the agreed scope of work to professional standards.
- Upload material progress documentation (photos, receipts, sub-contractor invoices) to the project folder.
- Hold and maintain valid liability insurance.
LiDAR Scan Every Second / Live — While Any House Is Being Built
Every active construction site under WoodStock escrow must carry a live LiDAR + video rig — operational from first footing to final handover. The scanner streams continuously, 24/7, producing a millimetre-accurate 3D point cloud of the entire build volume in real time.
- Deviation alerts. Any structural drift, settlement crack, or dimensional shift beyond tolerance triggers an immediate escrow hold and a mandatory 48-hour QA review before work resumes.
- Progress proof. Each second of scan + video is hashed, timestamped, and written to an immutable audit chain. The Client, the Carpenter, SOIL, and the Dispute Panel all share the same unalterable record.
- Weather hardening. The rig is IP67-rated, heater-equipped, and mounted on a theft-deterrent pole. Downtime > 4 hours requires written justification to SOIL within 24 hours.
- Sub-contractor coverage. If plumbers, electricians, or interior teams work on the same site, their activity is captured in the same live stream. No blind spots.
The scan + video data lives in the project folder, alongside drawings and receipts. At release, the complete dataset is bundled into a single escrow certificate that both parties countersign. No scan history, no release.
Client Obligations
- Deposit the agreed sum before work commences.
- Respond in good faith to confirmation requests within 5 business days of the agreed release date.
- Provide reasonable site access and information.
Liability
WoodStock.Shop is a neutral escrow facilitator. We are not party to the underlying construction contract. Our liability is limited to the correct holding and release of funds in accordance with these Terms and any panel decision.
Data & Privacy
All project files are encrypted at rest and in transit. AI analysis is performed under strict data-minimisation rules. We comply with GDPR. Data is retained for the legal minimum period after project completion.
Governing Law
These Terms are governed by the laws of the Netherlands. Disputes between you and WoodStock.Shop are subject to the exclusive jurisdiction of the Amsterdam courts, without prejudice to mandatory consumer protection law.