Founder Share Repurchase Election Notice
[Full legal name of the Delaware corporation], a Delaware corporation (the "Company"), delivers this notice to [Full name of the departing founder] (the "Founder"). The Company hereby elects to exercise its pre-existing right to repurchase the Founder's unvested shares under the Founder's existing [Reference to the founder's existing Restricted Stock Purchase Agreement (for example, "Restricted Stock Purchase Agreement dated January 1, 2022")] (the "RSPA").
Note: The repurchase window, the per-share price, and the vested/unvested treatment are set by the RSPA and are not created by this notice — this notice merely exercises a right the RSPA already grants. The Company's power to reacquire its own shares comes from Section 160 of the Delaware General Corporation Law, but Section 160 does not supply a window or a price. Before any cash buyback of vested shares (as opposed to a repurchase of unvested shares at their nominal original price), consult counsel: Section 160 bars a repurchase for cash when the Company's capital is impaired or would be impaired by it, Section 174 makes directors personally liable for up to six years for a wilful or negligent unlawful repurchase, and Section 409A / fair-market-value and QSBS considerations may also apply.
Key Terms
| Company | [Full legal name of the Delaware corporation] |
| Founder | [Full name of the departing founder] |
| Restricted Stock Purchase Agreement | [Reference to the founder's existing Restricted Stock Purchase Agreement (for example, "Restricted Stock Purchase Agreement dated January 1, 2022")] |
| Termination Date | [Date the founder's service terminated, which starts the RSPA exercise window] |
| Unvested Shares | [Number of unvested shares subject to repurchase (for example, "125,000 shares of Common Stock")] |
| Price per Share | [Per-share repurchase price set by the RSPA (for example, "$0.0001 per share")] |
| Aggregate Price | [Total repurchase price payable for the unvested shares (for example, "$12.50")] |
| Closing Date | [Date on which the repurchase closing will occur] |
Terms
1. Election to Repurchase
The Founder's service with the Company terminated on [Date the founder's service terminated, which starts the RSPA exercise window]. Under the RSPA, the Company has the right to repurchase the Founder's unvested shares by electing to do so within [Number of days after the termination date within which the RSPA permits the company to elect the repurchase (commonly 60, 90, or 120 days)] days after the termination date. By this notice, delivered within that window, the Company elects to exercise that repurchase right in full.
The Company hereby elects to repurchase [Number of unvested shares subject to repurchase (for example, "125,000 shares of Common Stock")] (the "Repurchased Shares"), constituting all of the Founder's unvested shares subject to repurchase under the RSPA, at the per-share price of [Per-share repurchase price set by the RSPA (for example, "$0.0001 per share")] set by the RSPA, for an aggregate repurchase price of [Total repurchase price payable for the unvested shares (for example, "$12.50")]. The number of Repurchased Shares, the per-share price, and the aggregate price are determined by the RSPA and are not restated or modified by this notice; any conflict between this notice and the RSPA is resolved in favor of the RSPA.
This repurchase is made pursuant to the Company's power under Section 160 of the Delaware General Corporation Law to acquire its own shares. Section 160 does not permit a repurchase for cash or other property when the capital of the Company is impaired or would be impaired by the repurchase; the officers of the Company are directed to confirm that the repurchase is consistent with Section 160 before the closing.
2. Closing
The repurchase will close on [Date on which the repurchase closing will occur] (the "Closing Date"), or on such other date as the Company and the Founder agree in writing. At the closing:
the Founder will deliver to the Company a duly executed stock power or assignment separate from certificate transferring the Repurchased Shares to the Company, together with any certificate(s) representing the Repurchased Shares (or, for uncertificated shares, will authorize the corresponding book-entry transfer);
the Company will pay the aggregate repurchase price of [Total repurchase price payable for the unvested shares (for example, "$12.50")] in the form and manner provided in the RSPA; and
the Secretary of the Company will cancel or take possession of the certificate(s) (or make the corresponding book-entry adjustment for any uncertificated shares) representing the Repurchased Shares and update the Company's stock ledger and capitalization records to reflect the repurchase and the disposition of the Repurchased Shares — retirement or treasury — as the Company's board of directors elects consistent with Sections 160(b) and 243 of the Delaware General Corporation Law.
Effective as of the Closing Date, the Repurchased Shares will no longer be outstanding and the Founder will have no further rights as a holder of the Repurchased Shares.
Signatures
This Founder Share Repurchase Election Notice is delivered by the Company as of the date signed below.
Company
Company: [Full legal name of the Delaware corporation]
By:
Name: [Full name of the authorized officer signing for the company]
Title: [Title of the authorized officer signing for the company]
Date:
Founder
Acknowledged and received:
Signature:
Print Name: [Full name of the departing founder]
Date: