# 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").

## 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.

The Company will complete the repurchase only if it may lawfully do so on the Closing Date.

### 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 in the manner approved by the Company's board of directors.

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: _______________

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