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Founder Repurchase Agreement
"I need a Founder Repurchase Agreement for our Series B technology company to buy back shares from our departing CTO founder, who owns 25% of the company, with completion planned for March 2025 and payment structured over 18 months."
1. Parties: Identifies the company and the founder(s) involved in the repurchase
2. Background: Context of founder's shareholding and reason for repurchase
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the share repurchase transaction
5. Consideration: Purchase price and payment terms
6. Completion: Timing and mechanics of the transaction
7. Warranties: Basic warranties regarding share ownership and authority to sell
1. Non-Compete Provisions: Restrictions on founder's future business activities, used when protecting company's business interests post-exit
2. Confidentiality: Provisions protecting company information, used when founder had access to sensitive information
3. Tax Indemnities: Protection against tax liabilities, used when complex tax implications exist
4. Continuing Obligations: Ongoing duties of founder, used when founder retains connection to company
1. Schedule 1 - Share Details: Specific details of shares being repurchased including class, number, and nominal value
2. Schedule 2 - Completion Obligations: List of actions and documents required at completion
3. Schedule 3 - Form of Resignation: Template resignation letter if founder is also resigning from positions
4. Schedule 4 - Tax Calculations: Detailed breakdown of tax implications and calculations
5. Schedule 5 - Board Minutes: Form of board resolution approving the share repurchase
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