# Founder Share Repurchase Election Notice

{company_legal_name}, a Delaware corporation (the "Company"), delivers this notice to {founder_name} (the "Founder"). The Company hereby elects to exercise its pre-existing right to repurchase the Founder's unvested shares under the Founder's existing {rspa_reference} (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
: {company_legal_name}

Founder
: {founder_name}

Restricted Stock Purchase Agreement
: {rspa_reference}

Termination Date
: {termination_date}

Unvested Shares
: {unvested_share_count}

Price per Share
: {repurchase_price_per_share}

Aggregate Price
: {aggregate_price}

Closing Date
: {closing_date}

## Terms

### Election to Repurchase

The Founder's service with the Company terminated on {termination_date}. Under the RSPA, the Company has the right to repurchase the Founder's unvested shares by electing to do so within {repurchase_window_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 {unvested_share_count} (the "Repurchased Shares"), constituting all of the Founder's unvested shares subject to repurchase under the RSPA, at the per-share price of {repurchase_price_per_share} set by the RSPA, for an aggregate repurchase price of {aggregate_price}. 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.

### Closing

The repurchase will close on {closing_date} (the "Closing Date"), or on such other date as the Company and the Founder agree in writing. At the closing:

1. 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);
2. the Company will pay the aggregate repurchase price of {aggregate_price} in the form and manner provided in the RSPA; and
3. 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_legal_name}

By: _______________
Name: {signatory_name}
Title: {signatory_title}
Date: _______________

Acknowledged and received:

Signature: _______________
Print Name: {founder_name}
Date: _______________