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Founder M&A Letter of Transmittal and Exchange Package

Matter Completion Sheet — Not Part of the Transmittal

LETTER OF TRANSMITTAL

To: [EXCHANGE OR PAYMENT AGENT]
For: Exchange of securities of [TARGET COMPANY] in connection with [TRANSACTION]
Effective Time: [DATE / TIME / TIME ZONE]
Response method and deadline: [SECURE PORTAL / ADDRESS / DATE / TIME ZONE]

Important Instructions

This Letter of Transmittal is used to verify ownership, surrender or account for the securities listed below, collect required Tax and payment information, and permit the Exchange Agent to distribute the consideration payable under [ACQUISITION AGREEMENT] dated [DATE] among [PARTIES] (the “Acquisition Agreement”). It does not amend the Acquisition Agreement or determine a Holder’s legal entitlement.

Read the Acquisition Agreement, holder notice, consideration statement, Tax instructions, privacy notice, and any appraisal or dissenters’ rights notice before signing. Consult personal legal and Tax advisers. Do not email full bank details, credentials, or identity documents unless the Exchange Agent’s approved instructions expressly require a secure channel.

1. Holder Identification

If the Holder is an entity, trust, estate, custodian, nominee, or acts through an attorney-in-fact, attach the authority evidence listed in Schedule A. If record and beneficial ownership differ, identify both and the payment entitlement. Do not alter the printed name without supporting transfer documents and Exchange Agent approval.

2. Securities Presented

The Holder should list every certificate or book entry presented. Options, warrants, SAFEs, notes, restricted awards, and other rights should be processed only under the separate treatment instructions applicable to them. Partial surrender, transfer between holders, or a discrepancy must be escalated before payment.

3. Surrender and Exchange Instruction

The Holder surrenders the listed certificates or authorizes cancellation of the listed book entries solely to receive the consideration payable for those securities under the Acquisition Agreement. Title to securities ends and the right to consideration arises at the time stated in the Acquisition Agreement and applicable law, not because this form is signed. Physical certificates must be delivered according to the Exchange Agent’s insured and trackable instructions; do not endorse a certificate unless instructed.

If a certificate is lost, stolen, or destroyed, complete Exhibit A. A bond may be required only under the Acquisition Agreement, applicable law, and the Exchange Agent’s reasonable risk-based procedures. A lost-certificate process may not be used to impose a broader release or indemnity than reasonably necessary for the loss risk.

4. Consideration Statement

The enclosed preliminary statement shows the securities attributed to the Holder and the estimated consideration. It should identify gross consideration, escrow or holdback, representative fund, rollover, earnout or contingent rights, withholding, payment method, and net amount. The statement is subject to the Acquisition Agreement, final capitalization, corrections, and dispute procedures.

Signing this form confirms receipt of the statement, not agreement that the calculation is correct. A Holder may submit a discrepancy notice under Section 9 without forfeiting undisputed payment unless the Acquisition Agreement lawfully provides otherwise.

5. Payment Election and Security

Select one permitted method. Do not include full instructions in a publicly circulated copy.

• ☐ Secure wire through the Exchange Agent portal. The Exchange Agent will complete an independent callback to a previously verified number before release.
• ☐ ACH to a verified domestic account, if offered.
• ☐ Check mailed to the verified address.
• ☐ Custodial or nominee payment under attached institution instructions.

The Holder authorizes payment using the instructions submitted through the approved channel. An emailed change alone is ineffective. The Exchange Agent may pause payment for an unresolved identity, title, fraud, sanctions, security, or adverse-claim concern but must promptly state what is needed and release undisputed amounts when lawful.

6. Tax Forms and Withholding

Attach a properly completed Form W-9 or applicable Form W-8 and any state or foreign form the Exchange Agent reasonably requests. The Holder is responsible for personal Tax advice. Buyer and the Exchange Agent may withhold amounts required by law. Except for missing or facially invalid forms or compensatory payments, the Exchange Agent should give reasonable notice of the basis and estimated amount and permit lawful correction. Properly remitted withholding is treated as paid to the Holder.

No statement in this package guarantees Section 1202 qualified small business stock treatment, capital-gain treatment, basis, holding period, rollover, installment reporting, or state conformity. The Company may provide factual records but does not give a Holder Tax advice.

7. Limited Holder Certifications

The Holder certifies only that, as of signature: the identification and securities information supplied by the Holder is true to the Holder’s knowledge; the Holder is the record holder or authorized agent for the listed securities; the attached authority documents are authentic copies; the Holder has not separately transferred or encumbered the payment right except as disclosed; and the payment and Tax information was submitted through the approved method.

These certifications are for exchange administration. They are several and personal to the Holder. They do not include a Company representation, a representation about the Transaction’s fairness or legality, a general title warranty beyond the Holder’s stated knowledge and records, or a waiver of a dispute fairly disclosed on Schedule B.

8. No Additional Release or Joinder

This Letter of Transmittal does not release Buyer, the Company, directors, officers, stockholders, advisers, the Exchange Agent, or any other Person; waive appraisal or dissenters’ rights; appoint a stockholder representative; join an indemnity or escrow; accept a restrictive covenant; waive a consideration dispute; or consent to an amendment.

If the Acquisition Agreement validly requires a separate joinder, release, representative appointment, or other agreement, it must be presented as a separately titled and separately signed document that states its scope, exclusions, authority, consideration, effectiveness, and effect of refusal. Counsel must confirm that payment of merger or sale consideration may lawfully be conditioned on it. The Exchange Agent will not imply a new obligation from general “customary documents” language.

9. Discrepancies Adverse Claims and Questions

A Holder may submit a written discrepancy notice stating the security, amount, reason, supporting record, and requested correction. The Exchange Agent will acknowledge it within [two] Business Days, notify deal counsel, preserve the disputed amount as required, and pay the undisputed amount when lawful. The parties will follow the Acquisition Agreement and applicable law for ownership, waterfall, appraisal, adverse-claim, lien, escheat, and interest issues.

Questions should be sent only to [VERIFIED CONTACT / SECURE PORTAL]. The Exchange Agent does not provide legal or Tax advice. Counsel should maintain a communication log and use consistent approved answers for material holder questions.

10. Privacy Notice

The Exchange Agent, Buyer, and Company may process Holder identity, contact, ownership, payment, and Tax data to administer the Transaction, comply with law, prevent fraud, maintain records, and resolve claims. The attached notice identifies each responsible entity, data categories, purposes, recipients, locations, safeguards, retention, rights, and contact. Information will not be used for unrelated marketing or model training. Sensitive documents must be submitted only through the approved secure channel.

11. Delivery and Effectiveness

This form is effective when validly signed and received by the Exchange Agent, but it does not make the Transaction effective. The Exchange Agent may request correction of an incomplete form. A minor omission may be waived only by authorized persons and may not change substantive Holder rights. Delivery is at the Holder’s risk until received through the approved method. Keep a copy and delivery confirmation.

Holder Signature

HOLDER: [LEGAL NAME] By: ______________________________
Name: [NAME, IF ENTITY]
Title or capacity: [INDIVIDUAL / OFFICER / TRUSTEE / EXECUTOR / CUSTODIAN / ATTORNEY-IN-FACT]
Date: [DATE]
Telephone for verification: [NUMBER SUBMITTED SECURELY]

SPOUSAL OR CO-OWNER ACKNOWLEDGMENT, ONLY IF REQUIRED: By: ______________________________
Name and capacity: [NAME / CAPACITY]
Scope: [OWNERSHIP OR MARITAL INTEREST ONLY]

Schedules and Exhibits

Schedule A Authority and Supporting Documents

Schedule B Disclosed Ownership or Payment Issues

Exhibit A Affidavit of Lost Stolen or Destroyed Certificate

The undersigned states under applicable oath or declaration that certificate number [ID] representing [#] shares of [CLASS] was issued to [NAME], has been [lost, stolen, or destroyed], has not been endorsed, transferred, pledged, or delivered except as disclosed, and cannot after diligent search be located. The undersigned agrees to indemnify the Company, Buyer, and Exchange Agent only against direct loss from a competing claim based on that specific certificate, subject to the Acquisition Agreement and applicable law. The indemnity does not release unrelated claims or expand transaction recourse. Counsel should select notarization, bond, and jurisdiction-specific language.

AFFIANT: ______________________________
Name: [NAME]
Date: [DATE]
Notary or declaration: [COMPLETE IF REQUIRED]

Exhibit B Payment Agent Administration Checklist

Exhibit C Holder Communication Script

Use an approved script covering package purpose, submission method, security warning, deadline, expected review timing, deficiency notice, payment timing, dispute route, Tax and legal-advice disclaimer, and escalation contact. Never tell a Holder that an unapproved release or waiver is “standard” or required to receive consideration without counsel confirmation.

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