> **This is a fill-in template, not legal advice.** Replace every `[bracketed field]`
> with your own value. `[[Defined Terms]]` (double brackets) are glossary markers, not blanks.
> Token-only (programmatic-fill) version: ./template.md

# Founder Stock Repurchase and Cancellation Agreement

This Founder Stock Repurchase and Cancellation Agreement (this "Agreement") is entered into as of [Date the repurchase and cancellation close] by and between [Full legal name of the Delaware corporation], a Delaware corporation (the "Company"), and [Full name of the founder whose shares are being repurchased] (the "Founder").

**WHEREAS**, the Founder holds [Description of the shares repurchased (for example, "500,000 shares of Common Stock")] of the Company's capital stock (the "Repurchased Shares"), which shares are subject to the Company's repurchase right under the Founder's [Reference to the founder's existing Restricted Stock Purchase Agreement (for example, "Restricted Stock Purchase Agreement dated January 1, 2022")] (the "RSPA"); and

**WHEREAS**, the Company and the Founder wish to consummate the repurchase and cancellation of the Repurchased Shares on the terms set forth below, whether as a negotiated buyback or as a confirmation of the Company's exercise of its repurchase right under the RSPA.

*Note: This Agreement references the RSPA for the underlying repurchase right, exercise window, and pricing; it does not restate the Founder's vesting schedule. A cash buyback of vested shares (as opposed to a repurchase of unvested shares at their nominal original price) implicates the Section 160 surplus limit and the corresponding director liability under Section 174 of the Delaware General Corporation Law, as well as Section 409A / fair-market-value and QSBS considerations. The board consent in this pack authorizes only the default exercise of the Company's existing repurchase right over unvested shares — a negotiated buyback, especially of vested shares or at a premium, needs its own tailored board authorization. Consult counsel before pricing or closing a premium buyback of vested shares.*

## Key Terms

Company
: [Full legal name of the Delaware corporation]

Founder
: [Full name of the founder whose shares are being repurchased]

Restricted Stock Purchase Agreement
: [Reference to the founder's existing Restricted Stock Purchase Agreement (for example, "Restricted Stock Purchase Agreement dated January 1, 2022")]

Shares Repurchased
: [Description of the shares repurchased (for example, "500,000 shares of Common Stock")]

Price per Share
: [Repurchase price per share (for example, "$0.0001")]

Aggregate Price
: [Aggregate repurchase price for all repurchased shares]

Consideration
: [Form of consideration paid for the shares (for example, "cash" or "cancellation of the promissory note dated January 1, 2022")]

Closing Date
: [Date the repurchase and cancellation close]

Release Scope
: [Description of the scope of the mutual release (used when include_mutual_release is true)]

## Terms

### Repurchase and Cancellation of Shares

Effective as of [Date the repurchase and cancellation close] (the "Closing Date"), the Founder hereby sells, assigns, and transfers to the Company, and the Company hereby repurchases from the Founder, the Repurchased Shares, being [Description of the shares repurchased (for example, "500,000 shares of Common Stock")], at a repurchase price of [Repurchase price per share (for example, "$0.0001")] per share, for an aggregate repurchase price of [Aggregate repurchase price for all repurchased shares] (the "Repurchase Price").

The Company shall pay the Repurchase Price in the form of [Form of consideration paid for the shares (for example, "cash" or "cancellation of the promissory note dated January 1, 2022")]. Upon payment or delivery of the Repurchase Price, all right, title, and interest of the Founder in and to the Repurchased Shares shall transfer to the Company free and clear of all liens and encumbrances, and the Founder shall cease to have any rights as a holder of the Repurchased Shares.

The Company shall cancel or take possession of the certificate(s) (or make the corresponding book-entry adjustment for any uncertificated shares) representing the Repurchased Shares, and shall update the Company's stock ledger and capitalization records to reflect the repurchase of the Repurchased Shares as of the Closing Date and their disposition — whether retired and restored to authorized but unissued shares, or held as treasury — as the Company's board of directors elects consistent with Sections 160(b) and 243 of the Delaware General Corporation Law (repurchased shares are not automatically retired, and their retirement is a board act).

The Company represents that it will complete this repurchase in a manner consistent with Section 160 of the Delaware General Corporation Law, which permits a corporation to acquire its own shares but does not permit a purchase for cash or other property when the capital of the corporation is impaired or would be impaired by the repurchase. The Company represents that, as of the Closing Date, the repurchase contemplated by this Agreement does not and will not impair the Company's capital within the meaning of that Section.

### Representations of the Founder

The Founder represents and warrants to the Company that: (a) the Founder is the sole record and beneficial owner of the Repurchased Shares; (b) the Founder holds the Repurchased Shares free and clear of all liens, claims, encumbrances, security interests, and adverse interests of any kind, other than the Company's repurchase right under the RSPA and any transfer restrictions imposed by the Company's governing documents; (c) the Founder has full right, power, and authority to sell and transfer the Repurchased Shares to the Company as provided in this Agreement, without the consent of any other person that has not been obtained; and (d) the Founder has not previously assigned, transferred, pledged, or otherwise disposed of the Repurchased Shares or any interest in them.

### Mutual Release of Claims

*Note: This mutual release is appropriate only for a negotiated buyback. A broad release changes the character of the matter from routine records hygiene toward a negotiated settlement, and it is out of place in a routine repurchase of unvested shares under a strong RSPA. Where a release is included, the parties SHOULD confirm that consideration supports it and that counsel has reviewed its scope. Two statute-specific traps deserve counsel's attention: a founder age 40 or over releasing federal age-discrimination claims needs the OWBPA's consideration and revocation mechanics (including the 21-day review and 7-day revocation periods) for that release to be effective, and a release governed by or enforced under California law does not reach unknown claims without an express California Civil Code Section 1542 waiver. This template includes neither; have counsel add them where they apply.*

In consideration of the mutual covenants in this Agreement, and effective as of the Closing Date, each of the Company and the Founder, on behalf of itself and its respective successors and assigns, hereby releases and forever discharges the other party, together with the other party's successors, assigns, affiliates, officers, directors, employees, agents, and representatives (collectively, the "Released Parties"), from any and all claims, demands, causes of action, and liabilities, whether known or unknown, arising on or before the Closing Date, within the scope described as [Description of the scope of the mutual release (used when include_mutual_release is true)]. Each party releases only claims it holds in its own right (together with its successors and assigns); neither party purports to release claims belonging to any person who is not a party to this Agreement.

This release does NOT release, waive, or affect: (a) any vested rights of the Founder, including any right to vested shares or previously earned compensation; (b) the Founder's right to indemnification and advancement of expenses under the Company's certificate of incorporation, bylaws, any indemnification agreement, or applicable law; (c) any rights of the Founder under any directors' and officers' liability insurance policy of the Company; (d) any rights of the Founder as a continuing holder of equity in the Company, to the extent the Founder retains any shares after the repurchase contemplated by this Agreement; and (e) any rights or obligations created by, or preserved under, this Agreement itself.

### General

**Governing Law.** This Agreement is governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict-of-laws principles, and the internal-affairs matters addressed by this Agreement are governed by the Delaware General Corporation Law.

**Counterparts.** This Agreement may be executed in counterparts, including by electronic signature or by delivery of a scanned or .PDF copy, each of which is deemed an original and all of which together constitute one and the same instrument.

**Entire Agreement.** This Agreement, together with the RSPA and the Company's governing documents that it references, constitutes the entire agreement between the parties with respect to the repurchase and cancellation of the Repurchased Shares, and supersedes any prior or contemporaneous understanding on that subject. In the event of a conflict between this Agreement and the RSPA as to the mechanics of the repurchase, the RSPA governs unless this Agreement expressly provides otherwise.

## Signatures

The parties have executed this Agreement as of the Closing Date.

Company: [Full legal name of the Delaware corporation]

By: _______________
Name: [Full name of the authorized signatory signing for the Company]
Title: [Title of the authorized signatory signing for the Company]
Date: _______________

**Founder**

Signature: _______________
Print Name: [Full name of the founder whose shares are being repurchased]
Date: _______________