Private Company Merger Agreement — Seller-Protective Extended Form

For Informational Purposes Only

Seller-side reverse triangular merger agreement with auction flexibility, deal-certainty provisions, limited residual liability, representations and warranties insurance architecture, and privilege protections. Form ID FMA-007 · Version 1.0.0

Download Template (.docx)

Matter Completion Sheet — Not Part of the Agreement

Complete every row before releasing an execution copy. Enter the selected term, document, amount, date, owner, or approval in the final column. Never leave a row blank. If an item does not apply, enter “N/A” and the reason. A checked drafting box confirms only that the input was completed; it is not legal approval.

A. Structure, authority, and process

Status	Required completion	Matter-specific input, owner, or approval
☐	Confirm Parent, Merger Sub, Company, and Securityholder Representative names, entity types, jurisdictions, status, authority, and signatories; confirm the merger statute and intended surviving entity.	[COMPLETE]
☐	Reconcile charter, bylaws, voting agreements, drag-along, ROFR/co-sale, investor-rights, equity, note, SAFE, warrant, and side-letter terms; map required board, class, series, holder, lender, landlord, customer, and regulator actions.	[COMPLETE]
☐	Approve the sale process record: market check or auction, board materials, banker engagement, conflicts, valuation, alternatives, fiduciary analysis, management participation, exclusivity, support agreements, and information statement.	[COMPLETE]
☐	Select simultaneous or deferred Closing; complete signing-to-Closing timetable, regulatory allocation, financing certainty, Outside Date, cure periods, termination rights, reverse fee, guaranty, and specific performance.	[COMPLETE]

B. Consideration, allocation, and founder outcomes

Status	Required completion	Matter-specific input, owner, or approval
☐	Approve enterprise value and the exact bridge to equity value: Cash, Debt, Transaction Expenses, Target Working Capital, escrows, holdbacks, representative fund, and every included or excluded line item without double counting.	[COMPLETE]
☐	Attach a certified fully diluted capitalization and charter waterfall for preferred stock, common stock, options, RSUs, restricted stock, warrants, SAFEs, notes, promised awards, fractional interests, appraisal reserves, and unclaimed proceeds.	[COMPLETE]
☐	Separate purchase price from founder or management employment, retention, rollover, buyer equity, restrictive covenant, release, consulting, seller-note, earnout, and governance consideration; test disclosure, allocation, approval, and Tax treatment.	[COMPLETE]
☐	Obtain Tax advice on structure, withholding, 280G, 409A, 1202/QSBS, installment method, rollover, state conformity, transaction costs, escrows, earnouts, and any Section 338, 336(e), or reorganization treatment.	[TAX COUNSEL / DATE]

C. Disclosure, diligence, and Closing record

Status	Required completion	Matter-specific input, owner, or approval
☐	Complete Disclosure Schedules using the negotiated disclosure standard; reconcile them to the final data-room index, capitalization, contracts, financials, minute books, diligence responses, and every representation.	[COMPLETE]
☐	Complete founder-company diligence for IP chain of title, PIIAs, open source, AI systems and data, privacy, cyber, employment, benefits, Tax, trade, permits, regulatory, real estate, environmental, product, insurance, customers, and suppliers.	[COMPLETE]
☐	Complete consents, notices, equity cancellations, appraisal materials, payoff and lien releases, Tax forms, lost-certificate procedure, resignation and release documents, D&O tail, privilege protocol, and post-Closing records access.	[COMPLETE]
☐	Finalize the Closing checklist, Certificate of Merger, verified funds flow, payment-agent agreement, consideration schedule, final data-room archive, certificates, release instruction, and post-Closing calendar.	[COMPLETE]

D. Seller protections and residual liability

Status	Required completion	Matter-specific input, owner, or approval
☐	Select representation scope, Knowledge Persons, inquiry standard, MAE, bring-down, schedule update, materiality scrape, non-reliance, Fraud definition, sandbagging, survival, basket, cap, and exclusion of consequential or multiple-based damages.	[COMPLETE]
☐	Select no seller indemnity, RWI-only, or limited hybrid recourse; map policy retention, exclusions, subrogation waiver, escrow, special indemnities, several liability, holder maximums, recovery order, and sole-remedy terms.	[COMPLETE]
☐	Protect deal certainty through no financing condition, enforceable commitment papers, limited-guaranty coverage, reverse fee triggers, regulatory-efforts obligations, remedy ceilings, cooperation limits, and specific-performance rights.	[COMPLETE]
☐	Confirm Securityholder Representative authority and protection, expense fund, holder reporting, privilege ownership, conflicts waiver, release, D&O advancement, records access, allocation finality, and amendment thresholds.	[COMPLETE]

E. Review and release control

Status	Required completion	Matter-specific input, owner, or approval
☐	Corporate lead completed bracket, election, defined-term, cross-reference, statutory-mechanics, capitalization, waterfall, schedule, exhibit, signature, funds-flow, and Closing-condition checks.	[LAWYER / DATE]
☐	Required specialists approved their sections: Tax; benefits; employment; antitrust; CFIUS; securities; IP; privacy; cyber; environmental; real estate; and industry regulation.	[LAWYER(S) / DATE OR N/A—REASON]
☐	Adversarial buyer-side review completed; each seller protection is coherent with the price, process, representations, RWI policy, conditions, remedies, and Closing deliverables.	[LAWYER / DATE]
☐	Execution copy released only after all open items are resolved or listed in a written release memorandum approved by the responsible lawyer.	[RELEASED BY / DATE / VERSION]

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “Agreement”) is entered into as of [DATE] among [TARGET COMPANY], a [JURISDICTION] corporation (the “Company”), [PARENT], a [JURISDICTION] [ENTITY TYPE] (“Parent”), [MERGER SUB], a [JURISDICTION] corporation and wholly owned subsidiary of Parent (“Merger Sub”), and [SECURITYHOLDER REPRESENTATIVE], solely in the representative capacity stated below (the “Securityholder Representative”).

Recitals

A. The Company’s board has evaluated the transactions, the process leading to them, reasonably available alternatives, and the interests of the Company and its stockholders and has approved this Agreement and the Merger on the terms stated here.

B. Parent and Merger Sub have approved the Merger, in which Merger Sub will merge with and into the Company and the Company will continue as the surviving corporation and a wholly owned subsidiary of Parent.

C. The parties intend the Merger to be treated for U.S. federal income Tax purposes as [a taxable acquisition of Company stock / a reorganization under Section [368(a)(___)] of the Code / OTHER TREATMENT], subject to Tax counsel’s approval.

The parties agree as follows.

1. Definitions and Interpretation

1.1 Selected definitions

“Acquisition Proposal” means a bona fide written proposal by an unaffiliated Person for an acquisition of [more than 50%] of the Company’s voting power or consolidated assets through a merger, sale, recapitalization, or similar transaction, excluding the Merger. An inquiry or preliminary expression of interest is not an Acquisition Proposal unless the no-shop provision expressly says otherwise.

“Aggregate Merger Consideration” means $[BASE EQUITY VALUE], plus Closing Cash, minus Closing Debt, minus Transaction Expenses, plus or minus the Working Capital Adjustment, and plus or minus only the other items expressly identified in the Consideration Schedule, without duplication.

“Business Day” means a day other than Saturday, Sunday, or a day on which commercial banks in [NEW YORK, NEW YORK] are authorized or required to close.

“Closing Cash” means unrestricted cash and cash equivalents of the Company at the Measurement Time, determined under Exhibit A. It excludes only the specifically identified trapped, restricted, customer, fiduciary, or similar cash categories stated there.

“Closing Debt” means the Company’s indebtedness and debt-like obligations at the Measurement Time expressly listed in Exhibit A, including accrued interest and stated prepayment amounts. It excludes ordinary-course current liabilities included in Net Working Capital and every item counted as a Transaction Expense.

“Company Securities” means all outstanding shares, options, warrants, restricted stock, restricted stock units, convertible securities, SAFEs, notes, phantom awards, promised grants, and other rights measured by or convertible into Company equity or transaction value.

“Disclosure Schedules” means the schedules delivered by the Company concurrently with this Agreement. A disclosure qualifies the representation it references and each other representation to which its relevance is reasonably apparent from the disclosure’s substance, without requiring repetition.

“Fully Diluted Share Number” means the denominator set out in the Consideration Schedule after applying the charter, liquidation preferences, conversion mechanics, exercise-price deductions, award documents, and Article 2 elections.

“Fraud” means actual common-law fraud under the governing law by a Person who knowingly makes an express representation in this Agreement with intent that the counterparty rely on it and with resulting reliance and damage. Fraud excludes constructive or equitable fraud, negligent misrepresentation, recklessness without actual knowledge, promissory fraud, and vicarious liability for another Person, except where applicable law does not permit exclusion.

“Knowledge” means the actual knowledge, without imputed or constructive knowledge, of the individuals listed on Schedule 1.1. [Selected representations may include reasonable inquiry if expressly stated.] No listed individual has personal liability because that individual is a Knowledge Person.

“Losses” means actual, finally determined losses, damages, liabilities, judgments, settlements, penalties, and reasonable external costs, subject to Section 9.6. It excludes exemplary, punitive, special, remote, speculative, consequential, lost-opportunity, and multiple-of-revenue or earnings damages except to the extent awarded to a third party in an indemnifiable claim or expressly included in a Special Matter.

“Material Adverse Effect” means an event or effect that has had a material adverse effect on the Company’s business, assets, liabilities, financial condition, or results, taken as a whole. It excludes changes in general economic, financial, credit, political, legal, industry, technological, cybersecurity-threat, epidemic, natural-disaster, war, or geopolitical conditions; changes caused by announcement or pendency; failure to meet projections; and acts required by this Agreement, except that an underlying cause may be considered and a general condition exclusion applies only to the extent the Company is not materially and disproportionately affected relative to similarly situated businesses. The parties must state any durational, prospects, customer-loss, or disproportionate-effect standard expressly.

“Measurement Time” means [11:59 p.m. on the day before Closing / immediately before the Effective Time], consistently applied to each price component.

“Net Working Capital” means only the current-asset and current-liability accounts listed in Exhibit A, calculated under its hierarchy and excluding Cash, Debt, Transaction Expenses, deferred Taxes, purchase-accounting effects, and any item counted elsewhere.

“Per Share Merger Consideration” means the amount allocated to a share of the applicable class or series under the certified Consideration Schedule after the charter waterfall and authorized deductions.

“RWI Policy” means Parent’s buyer-side representation-and-warranty insurance policy identified on Schedule 1.1, including the binder, retention, exclusions, subrogation limits, and no-recourse undertaking.

“Transaction Expenses” means only unpaid Company or seller transaction fees, change-in-control or transaction bonuses, employer payroll Taxes, and other items specifically listed in Exhibit A and assigned to sellers, without overlap with Debt or Net Working Capital.

1.2 Construction and document hierarchy

“Including” is without limitation; “or” is inclusive; and a reference to law includes amendments and implementing rules in effect at the relevant time. Days are calendar days unless stated as Business Days. Times are [EASTERN TIME], and currency is U.S. dollars. The parties jointly negotiated this Agreement; no presumption applies against a drafter. A covenant stated to require reasonable efforts does not require payment, concession, litigation, divestiture, or waiver unless expressly provided.

The Agreement body controls over Exhibits and Schedules unless expressly stated otherwise. Exhibit A controls calculations; the certified Consideration Schedule controls holder allocation; and an escrow or payment-agent agreement controls the agent’s operational duties. Disclosure does not expand a representation or create a covenant.

2. The Merger and Treatment of Securities

2.1 The Merger

At the Effective Time and under [SECTION 251 OF THE DGCL / APPLICABLE STATUTE], Merger Sub will merge with and into the Company. Merger Sub’s separate existence will cease, the Company will continue as the “Surviving Corporation,” and the Merger will have the effects prescribed by applicable law.

2.2 Closing and Effective Time

The Closing will occur remotely on the [second] Business Day after the conditions in Article 7 are satisfied or waived, other than conditions intended for Closing, or at another agreed time. The parties will file the approved Certificate of Merger only after the Closing coordinator confirms funds, documents, conditions, and signature-release authority. The Merger becomes effective upon acceptance or at the later stated time (the “Effective Time”).

2.3 Organizational documents and management

At the Effective Time, the Surviving Corporation’s certificate of incorporation and bylaws will be the forms in Exhibits B and C, subject to Section 6.9. The persons on Schedule 2.3 will serve as directors and officers. No amendment may eliminate pre-Closing exculpation, indemnification, or advancement rights contrary to Section 6.9.

2.4 Conversion of shares

Each Company share outstanding immediately before the Effective Time, other than cancelled shares and Dissenting Shares, will automatically convert into the right to receive its Per Share Merger Consideration, without interest and subject only to the express escrow, representative-fund, holdback, withholding, and adjustment terms. Shares held by Parent, Merger Sub, the Company, or a wholly owned subsidiary will be cancelled without payment. Each Merger Sub share converts into one Surviving Corporation share.

2.5 Preferred stock and certified waterfall

The Consideration Schedule must apply the Company charter exactly, including conversion elections, liquidation preferences, accrued dividends, seniority, participation rights, caps, and separate class or series rights. Company counsel and the authorized Company officer will certify the schedule. Parent may rely on it absent manifest error and will have no liability for an allocation made in accordance with it.

2.6 Dissenting Shares

A holder who validly perfects and does not withdraw or lose appraisal rights receives only the rights provided by law. The Company will keep Parent informed of appraisal demands. Before Closing, the Company may not settle a demand without Parent’s consent, not unreasonably withheld, conditioned, or delayed if the settlement is fully funded through the holder allocation or an identified reserve and does not impose nonmonetary obligations on Parent. If appraisal rights are lost, the share converts under Section 2.4.

2.7 Payment procedure

Parent will fund [PAYMENT AGENT] under Exhibit D at Closing. A holder receives payment after delivering the specified letter of transmittal, Tax form, certificate or lost-certificate affidavit, and only those joinders expressly identified in Exhibit D. No joinder may add a representation, release, covenant, forum, or liability beyond this Agreement. Unclaimed funds transfer to Parent after [12] months, subject to abandoned-property law, and holders may then claim the same amount from Parent.

2.8 Equity awards and convertible instruments

Before the Effective Time, the Company will take the corporate action shown on Schedule 2.8 to cash out, cancel, accelerate, assume, substitute, or continue each Company Security. An in-the-money option or warrant cashed out receives the applicable share value minus exercise price and withholding. No holder receives less than instrument terms and applicable law require. The schedule must address vesting, 409A, payroll, securities law, early-exercise shares, repurchase rights, promised awards, and fractional amounts.

2.9 Closing allocation and withholding

Parent, the payment agent, and the Surviving Corporation may deduct Taxes required by law. Except for compensatory payments or missing Tax forms, Parent will give reasonable advance notice and cooperate to reduce withholding legally. Timely remitted amounts are treated as paid. Parent may not reallocate consideration among holders except to correct manifest error or follow a final determination under this Agreement.

3. Consideration and Purchase-Price Adjustment

3.1 Estimated Closing Statement

At least [five] Business Days before Closing, the Company will deliver a good-faith Estimated Closing Statement applying Exhibit A, supported by bank evidence, ledgers, payoff letters, invoices, payroll estimates, and the draft Consideration Schedule. Parent may comment, and the Company will consider comments in good faith. Parent’s disagreement does not delay Closing unless the statement fails an express condition or contains manifest error exceeding $[THRESHOLD].

3.2 Closing funds flow

At Closing, Parent will pay estimated consideration through the verified funds flow: payoff of Debt and Transaction Expenses; deposits to the adjustment escrow, any specifically agreed indemnity escrow, and representative fund; payment-agent funding; and stated rollover or note consideration. No holdback or reserve is permitted unless this Agreement identifies its amount, purpose, duration, investment treatment, release mechanics, and ultimate allocation.

3.3 Final statement and objection

Within [90] days after Closing, Parent will deliver a final calculation with reasonable supporting detail. The Securityholder Representative has [45] days to object, identifying each disputed item, amount, basis, and proposed correction. Failure to object makes only undisputed items final. Parent will provide reasonable access to work papers and personnel, subject to privilege and ordinary security controls. Parent may not change accounting methods, create new reserves, reflect purchase accounting, or use post-Closing events except as Exhibit A permits.

3.4 Expert resolution

The parties will confer for [20] days, then submit only unresolved accounting items to [INDEPENDENT ACCOUNTING FIRM]. The firm acts as expert, not arbitrator; must apply Exhibit A; may not decide legal liability; and may not select outside the parties’ submitted positions. Fees are allocated proportionately to unsuccessful positions. The final payment is made within [five] Business Days, first from adjustment escrow and then by the owing party, subject to the negotiated maximum.

3.5 Accounting hierarchy and no double count

Calculations must follow, in descending priority: express definitions and line-item rules in Exhibit A; the sample calculation; the Company’s historical accounting principles applied consistently; and GAAP only where the preceding sources do not resolve the point. No item, Tax benefit, liability, reserve, or receipt may be counted twice. Parent bears post-Closing operating decisions, purchase-accounting effects, and changes attributable to integration.

3.6 Earnout, rollover, and management arrangements

Any earnout must be set out in Exhibit E with objective metrics, examples, allocation, reporting, access, dispute, acceleration, and anti-avoidance protections. Parent will not take action with the primary purpose of avoiding an earnout and will operate the measured business subject to the negotiated covenant. Rollover, employment, consulting, retention, or restrictive-covenant agreements are separate and do not reduce merger consideration unless expressly shown in the funds flow.

4. Representations and Warranties of the Company

Except as disclosed in the Disclosure Schedules, the Company represents to Parent as of signing and, subject to Section 7.2, Closing as follows. These representations are made solely by the Company. No securityholder, founder, director, officer, employee, or representative makes a representation except in an instrument that person expressly signs in an individual capacity.

4.1 Organization, power, and subsidiaries

The Company is duly organized, validly existing, and in good standing where that concept applies. It has the power to own its assets and conduct its business and is qualified where failure would reasonably be expected to be material. Schedule 4.1 lists every subsidiary, jurisdiction, ownership interest, and assumed name. Complete governing documents, material minute-book records for [three] years, and good-standing evidence have been provided.

4.2 Authorization; enforceability; approvals

The Company has taken all corporate action required to execute this Agreement other than the stockholder approval identified on Schedule 4.2. Upon that approval, this Agreement will be a valid and binding obligation, subject to bankruptcy, insolvency, and equitable-remedy limitations. Schedule 4.2 identifies required class, series, voting-agreement, drag-along, third-party, and governmental approvals and notices.

4.3 Capitalization

Schedule 4.3 states authorized, issued, outstanding, reserved, and treasury shares by class and series; each holder; vesting and repurchase status; and every option, warrant, restricted award, SAFE, note, conversion right, phantom right, promised grant, or other Company Security. All issued shares were duly authorized and validly issued, fully paid, and nonassessable. Except as scheduled, no right requires issuance, redemption, repurchase, registration, voting, or transfer restriction, and no dividend or distribution is accrued or unpaid.

4.4 No conflict and required consents

Execution and performance do not violate the Company’s governing documents, applicable law, or a Material Contract, or create a lien or termination, acceleration, payment, consent, or notice right, except as stated on Schedule 4.4 and except for matters not reasonably expected to be material. No consent is required except those identified on Schedule 4.4, the stockholder approval, and the Certificate of Merger filing.

4.5 Financial statements; internal records

Schedule 4.5 contains the Company’s [audited/reviewed/management-prepared] financial statements for the stated periods. They were prepared from the books and records, consistently apply the accounting basis disclosed there, and fairly present in all material respects the financial position and results for the periods, subject in interim statements to normal year-end adjustments and omitted notes. The Company maintains records reasonably sufficient for a business of its size and stage; no representation is made that controls satisfy public-company standards.

4.6 No undisclosed liabilities; receivables; working capital

The Company has no liability required to appear on a balance sheet under the accounting basis used in the Financial Statements except liabilities reflected or reserved there, incurred in the ordinary course since the balance-sheet date, arising under executory contracts other than from breach, incurred in connection with the transaction, or disclosed. Receivables arose from bona fide transactions and are subject only to recorded reserves. Working-capital accounts have been maintained consistently in all material respects.

4.7 Absence of specified changes

Since [DATE], no Material Adverse Effect has occurred. Except as scheduled or permitted by this Agreement, the Company has operated in the ordinary course in all material respects and has not taken an action that would require Parent’s consent under Section 6.2 if taken after signing. This representation does not convert the interim covenant into a separate damages claim for immaterial matters.

4.8 Assets; real property; sufficiency

The Company has good title to, or a valid lease or license for, its material tangible assets, free of liens other than permitted liens. Schedule 4.8 lists leased real property and material personal-property leases. The tangible assets, together with rights available under scheduled contracts and services Parent will provide, are sufficient in all material respects to operate the business as currently operated, subject to ordinary replacement and the scheduled exclusions.

4.9 Material Contracts

Schedule 4.9 lists each contract meeting the negotiated thresholds and categories, including top customers and suppliers, debt, leases, IP, privacy, data, AI, distribution, exclusivity, most-favored terms, noncompetition, change-of-control, related-party, government, settlement, acquisition, and unusual indemnity contracts. Each Material Contract is valid and binding, subject to enforceability limitations, and neither the Company nor, to Knowledge, the counterparty is in material breach. The Company has not received written notice of termination or material default that remains unresolved.

4.10 Customers, suppliers, revenue quality, and backlog

Schedule 4.10 lists the customers and suppliers exceeding the stated thresholds and identifies written termination, material reduction, dispute, credit, refund, rebate, service-level, concentration, channel-stuffing, side-letter, or unusual renewal matters. Any recurring revenue, annual contract value, pipeline, backlog, churn, bookings, or similar metric delivered to Parent is calculated under the definition and methodology attached to the schedule and is not represented as a forecast.

4.11 Intellectual property

Schedule 4.11 lists registered and material Company-owned intellectual property, inbound and outbound licenses, material assignments, domain names, social accounts, and unresolved claims. The Company owns or has valid rights to use the intellectual property material to its current business. Each founder, employee, and contractor who created material Company intellectual property executed an enforceable confidentiality and invention-assignment agreement, subject to scheduled exceptions. To Knowledge, current operation does not materially infringe another Person’s enforceable rights, and no Person materially infringes Company-owned rights. Registered rights have been maintained in all material respects.

4.12 Open-source software, AI, data, and technology

Schedule 4.12 identifies material open-source components and any reciprocal, source-disclosure, attribution, patent, or network-use obligation; material AI models, training or evaluation datasets, and third-party model services; and material technology dependencies. The Company has not knowingly used code, content, data, or model output in a manner that materially requires disclosure or licensing of proprietary source code beyond the disclosed obligations. The Company maintains policies reasonably appropriate to its size for authorized data acquisition, model use, code review, access, security, and provenance. No representation is made regarding a future legal standard not in effect at signing.

4.13 Privacy and cybersecurity

The Company has materially complied with applicable privacy and cybersecurity laws, binding contractual commitments, and its published notices during the lookback period. It maintains safeguards reasonably appropriate to its business and data. Schedule 4.13 lists material incidents, notices, investigations, claims, audits, and unresolved remediation. To Knowledge, no unauthorized access or acquisition requiring unmade notice has occurred. The transaction will not itself prohibit continued lawful use of data as used before Closing, subject to required notices and consents.

4.14 Personnel; benefits; founders

Schedule 4.14 lists employees, contractors, compensation, location, leave, classification, work authorization, accrued paid time off, bonus and commission plans, severance, change-in-control rights, and outstanding offers. The Company has materially complied with applicable employment laws and is not party to a collective-bargaining agreement. Each material benefit plan is listed and operated in material compliance with its terms and applicable law. Schedule 4.14 separately identifies founder loans, advances, expense arrangements, equity repurchase rights, restrictive covenants, releases, and transaction-related understandings.

4.15 Employee benefits; Sections 280G and 409A

Each material benefit plan and material amendment has been provided. Tax-qualified plans are intended to qualify and have no known disqualifying defect. No plan is a multiemployer, multiple-employer, defined-benefit, or retiree-welfare plan except as scheduled. Schedule 4.15 lists payments that could implicate Sections 280G or 409A. This representation does not guarantee an individual’s Tax treatment; required calculations, waivers, and votes must be completed under the Closing checklist.

4.16 Taxes

The Company has timely filed material Tax returns required to be filed and paid material Taxes due, subject to permitted extensions and scheduled contests. Returns are correct in all material respects. The Company has withheld and remitted material payroll and information-reporting Taxes; has no undisclosed lien for Taxes other than permitted liens; and has not entered a listed transaction, waived an unexpired limitations period, or received a written unresolved assessment except as scheduled. Schedule 4.16 identifies audits, nexus issues, Tax-sharing agreements, elections, deferred revenue, remote-work exposure, and claimed Section 1202 status. No representation guarantees QSBS treatment to a holder.

4.17 Compliance; permits; trade controls

During the lookback period, the Company has materially complied with applicable laws and permits and has not received unresolved written notice of a material violation. It maintains permits material to current operations. Schedule 4.17 identifies material government inquiries and matters involving anti-bribery, sanctions, export controls, import, government contracting, healthcare, financial services, consumer protection, artificial intelligence, or other specifically applicable regulation.

4.18 Litigation and orders

Schedule 4.18 lists pending written claims, actions, arbitrations, investigations, and orders involving the Company and, to Knowledge, threatened matters reasonably expected to be material. The Company is not subject to an order materially restricting current operations. Routine demand letters and small claims below $[THRESHOLD] may be grouped as the schedule permits.

4.19 Insurance

Schedule 4.19 lists material policies, limits, deductibles, carriers, periods, claims, reservations, denials, and notices of cancellation. Policies are in force and premiums due have been paid. The Company has not received unresolved written notice that coverage for a disclosed material claim is denied, subject to policy terms.

4.20 Product, environmental, and regulatory matters

The Company’s material products and services materially conform to applicable written specifications, warranties, and laws, subject to scheduled claims, credits, refunds, recalls, or service obligations. The Company has not released hazardous materials or incurred environmental liability reasonably expected to be material, except as scheduled. Industry-specific representations apply only as stated in Schedule 4.20 after specialist review.

4.21 Related parties; brokers; workplace matters

Schedule 4.21 lists material transactions with founders, directors, officers, holders of [5%] or more, and their immediate family or controlled entities, other than ordinary compensation and benefits. No broker, finder, or banker is entitled to a fee for which Parent or the Company is liable except as scheduled. Schedule 4.21 identifies substantiated or pending allegations during the lookback period involving sexual harassment, discrimination, retaliation, or comparable misconduct by a director, officer, or founder, subject to lawful confidentiality and privilege.

4.22 No other representations

Except for the express Company representations in this Article and the certificates that repeat them for Closing, neither the Company nor any other Person makes a representation regarding the Company, projections, estimates, data-room material, management presentations, or any implied matter. Parent acknowledges Section 5.7, without limiting claims for Fraud as narrowly defined.

5. Representations and Warranties of Parent and Merger Sub

Parent and Merger Sub represent to the Company as of signing and Closing as follows.

5.1 Organization, power, and authorization

Each is duly organized, validly existing, and in good standing where applicable and has power to execute and perform this Agreement. All necessary entity action has been taken. This Agreement is a valid and binding obligation, subject to bankruptcy, insolvency, and equitable-remedy limitations.

5.2 No conflict; governmental approvals

Execution and performance do not violate their governing documents, applicable law, or a contract binding on them in a manner reasonably expected to prevent or materially delay Closing. Required governmental filings and approvals are listed on Schedule 5.2.

5.3 Merger Sub; ownership

Merger Sub was formed solely for the Merger, has conducted no unrelated business, and has no obligation other than those incident to its organization and this transaction. Parent owns every outstanding Merger Sub share free of liens.

5.4 Funds; no financing condition

At Closing, Parent will have immediately available funds sufficient to pay all consideration and Parent-funded costs. Parent’s obligation is not subject to financing. Schedule 5.4 contains complete executed copies of financing commitments, any equity commitment, and any limited guaranty. Parent has paid required fees, has not amended or waived a term that materially impairs funding, and has no Knowledge of a fact that would reasonably be expected to prevent funding if conditions within its control are satisfied.

5.5 Solvency; litigation; approvals

Assuming Company representations are accurate in all material respects and the estimates supplied for the funds flow are reasonable, the Surviving Corporation will not be insolvent solely because of the transaction. No proceeding or order involving Parent or Merger Sub would reasonably be expected to prevent or materially delay Closing. No Parent equityholder approval is required.

5.6 Brokers and ownership

No broker or finder is entitled to a fee for which the Company or its securityholders are liable by reason of an arrangement made by Parent or Merger Sub. Neither Parent nor its controlled affiliates owns Company securities or has an agreement that would change holder consideration except as disclosed on Schedule 5.6.

5.7 Independent investigation; non-reliance

Parent is a sophisticated party, has conducted the investigation it considers appropriate, and relies only on the express representations in Article 4 and certificates that expressly repeat them. Parent understands that projections involve uncertainty and are not guaranteed. Nothing in this Section waives a claim for Fraud as narrowly defined or limits an express covenant.

5.8 RWI Policy

If the transaction uses RWI, Parent has provided the substantially final binder and no-recourse terms. Parent will cause the policy to waive subrogation against securityholders and Company-related Persons except for Fraud by the Person against whom subrogation is sought. Parent will not amend that waiver adversely after Closing without Securityholder Representative consent. A coverage denial does not expand seller liability.

6. Covenants

6.1 Access and final data-room record

Before Closing, the Company will provide reasonable access during normal business hours for transaction completion, subject to law, privilege, cybersecurity, contractual limits, and business continuity. Parent may not contact customers, suppliers, employees, or regulators without Company consent, not unreasonably withheld for necessary diligence. The Company may use clean teams or summaries. At signing and Closing, the parties will preserve a read-only index and archive of the data room, identifying items added, removed, or changed after signing.

6.2 Ordinary-course operation

The Company will operate in the ordinary course in all material respects, preserve material relationships, and avoid the actions listed on Schedule 6.2 without Parent’s consent, not unreasonably withheld, conditioned, or delayed. Requests identify the proposed action and deadline; consent is deemed given if Parent does not respond within [three] Business Days [and one Business Day for emergencies]. Nothing requires violation of law, breach of contract, waiver of privilege, extraordinary payment, or conduct constituting unlawful pre-Closing control. Emergency actions taken to protect persons, data, or material assets are permitted with prompt notice.

6.3 Exclusivity and fiduciary response

From signing until termination, the Company will not solicit an Acquisition Proposal or knowingly encourage or provide nonpublic information concerning one, and will cease existing discussions, subject to Schedule 6.3. Before stockholder approval, the board may furnish information and negotiate regarding a bona fide written Acquisition Proposal that it determines in good faith, after legal and financial advice, is or could reasonably lead to a Superior Proposal and that failure to act would reasonably be expected to breach fiduciary duties. Any matching right, notice period, recommendation change, and termination fee applies only as expressly stated in Schedule 6.3. Nothing requires disclosure prohibited by fiduciary duty or law beyond notice of material terms.

6.4 Stockholder approval and information statement

The Company will seek stockholder approval promptly through [written consent / meeting] and distribute an information statement and appraisal notice meeting applicable law. Parent will timely provide information about itself, Merger Sub, financing, buyer arrangements, and conflicts required for those materials and is responsible for its accuracy. The Company will not promise that a drag-along eliminates appraisal rights or statutory notice. Support agreements must not waive nonwaivable rights or impose uncapped liability.

6.5 Regulatory efforts and allocation of approval risk

Each party will make required filings and use [REASONABLE BEST EFFORTS / SPECIFIED STANDARD] to obtain approvals. Parent controls strategy after consultation with the Company, keeps the Company reasonably informed, and may use clean-team procedures. Parent will take the divestitures, conduct restrictions, litigation steps, and other remedies stated on Schedule 6.5, but no broader remedy. Filing fees are paid by [PARENT]. Parent may not extend a waiting period or withdraw a filing in a manner reasonably likely to delay Closing beyond the Outside Date without Company consent.

6.6 Financing cooperation

The Company will provide customary, reasonably requested financing cooperation described on Schedule 6.6, at Parent’s expense and without requiring the Company or its pre-Closing representatives to incur unreimbursed liability, execute an instrument effective before Closing, provide solvency opinions, prepare information unavailable in its records, or interfere unreasonably with operations. Parent will indemnify Company-related Persons from cooperation losses except for bad faith or willful misconduct. Financing sources are not third-party beneficiaries unless the selected financing-protection provisions expressly say so.

6.7 Employee, benefit, and equity actions

The Company will take only the pre-Closing equity and benefit actions listed on Schedule 6.7. Parent will provide the compensation, service credit, benefit transition, payroll, severance, or offer-letter treatment expressly stated there. Nothing guarantees employment or creates employee enforcement rights unless an individual agreement says so. The parties will complete any 280G disclosure, waiver, and stockholder vote using Tax and benefits counsel.

6.8 Publicity and stakeholder communications

The parties will agree on the initial announcement and coordinate material external communications, subject to law and stock-exchange obligations. Parent may not use a founder’s name, likeness, quotation, or endorsement in marketing without written approval. The Company controls employee, customer, and supplier communications before Closing after reasonable consultation, except urgent communications required to prevent harm or comply with law.

6.9 D&O protection; insurance; founder records

For [six] years after Closing, Parent and the Surviving Corporation will honor pre-Closing exculpation, indemnification, and advancement rights to the fullest extent permitted by law and will not amend organizational provisions adversely. Before Closing, the Company may obtain a prepaid [six]-year D&O tail with coverage no less favorable than existing coverage, subject to a premium cap of [300%] of current annual premium; Parent pays any expressly agreed excess. Former directors and officers are intended third-party beneficiaries. Parent will provide former holders reasonable access to pre-Closing records needed for Tax, appraisal, indemnity, or legal matters, subject to privilege and confidentiality.

6.10 Tax matters

The parties will not take an inconsistent Tax reporting position absent a final determination or change in law. The Securityholder Representative reviews Tax returns that allocate material pre-Closing income to holders and may comment for [20] days. Parent will not amend a pre-Closing return, extend a limitations period, make a retroactive election, initiate a voluntary disclosure, or settle a pre-Closing Tax contest in a manner that materially increases holder liability without consent, not unreasonably withheld. Transfer Taxes are allocated under Schedule 6.10. Cooperation obligations are reasonable and at the requesting party’s cost.

6.11 Disclosure updates

The Company may supplement Disclosure Schedules for events after signing. A supplement does not cure a breach or alter Closing conditions unless Parent expressly accepts it in writing; however, if Parent closes with actual knowledge of the disclosed event and no reservation, the parties must select whether the matter may support a post-Closing claim. Changes resulting from actions expressly required or consented to by Parent will not constitute breach of the related interim covenant solely because of that action.

6.12 Transaction privilege and counsel

After Closing, privilege over communications between the Company, the Securityholder Representative, securityholders, and [SELLER COUNSEL] concerning the sale process or transaction belongs exclusively to the Securityholder Representative for former holders, to the extent permitted by law. The Surviving Corporation will not access or waive those communications. Pre-Closing operational advice remains with the Surviving Corporation. The final data-room archive will segregate transaction communications. Each party acknowledges the conflicts waiver in Schedule 6.12 after informed review.

6.13 Further assurances and release administration

Each party will execute reasonable instruments needed to carry out the Merger without expanding liability or changing economics. Parent will cause prompt release of escrows, holds, guaranties, liens, and unclaimed funds when their conditions expire. The Securityholder Representative may rely on the Consideration Schedule and final determinations and has no duty to investigate individual ownership disputes.

7. Conditions to Closing

7.1 Mutual conditions

Each party’s obligation is subject to: required stockholder approval; expiration or termination of specified waiting periods and receipt of listed governmental approvals; no final nonappealable order prohibiting the Merger; and acceptance-ready Certificate of Merger. Only approvals expressly listed as conditions may delay Closing.

7.2 Parent and Merger Sub conditions

Parent’s obligation is subject to: (a) Company fundamental representations being true in all material respects [or except de minimis capitalization inaccuracies] and other Company representations satisfying the selected bring-down standard; (b) Company performance of covenants in all material respects; (c) absence of a continuing Material Adverse Effect; and (d) delivery of the items expressly listed in Schedule 7.2. A deliverable is not a condition unless identified as one. Parent may not rely on failure of a condition caused primarily by its material breach.

7.3 Company conditions

The Company’s obligation is subject to: Parent and Merger Sub representations being true in all material respects; performance of their covenants in all material respects; delivery of the full funds flow and listed Parent deliverables; continued effectiveness of financing commitments, equity commitment, and limited guaranty where applicable; and delivery of Schedule 7.3 items. Financing availability is not an additional condition.

7.4 Closing certificates; waiver

Each party will deliver a certificate signed by an authorized officer addressing only the representations, covenants, and conditions identified in Article 7. A certificate does not create a new representation or independent post-Closing claim. A condition may be waived only in writing by the party entitled to it, subject to law. Closing does not waive rights except as the sole-remedy, survival, and knowledge provisions expressly state.

7.5 Frustration prevention

A party may not assert failure of a condition to the extent its breach materially caused that failure. The parties will cooperate on a written condition-status memorandum before the scheduled Closing and distinguish unsatisfied legal conditions, incomplete deliverables, permitted post-Closing items, and discretionary waivers.

8. Termination and Deal Certainty

8.1 Termination rights

This Agreement may be terminated before the Effective Time: by mutual written consent; by either party if Closing has not occurred by [OUTSIDE DATE], subject to extension for specified regulatory matters; by either party after a final nonappealable prohibition; by a nonbreaching party for an uncured breach causing failure of a Closing condition after [20] Business Days’ notice; or under the superior-proposal, recommendation-change, financing, or regulatory provisions specifically selected on Schedule 8.1. No party may terminate under an Outside Date or breach provision if its material breach principally caused the circumstance.

8.2 Effect of termination

Termination ends obligations except confidentiality, expenses, publicity, governing law, dispute resolution, financing-source provisions, and other clauses expressly surviving. Termination does not release liability for a Willful Breach before termination or Fraud. “Willful Breach” means a material breach resulting from an action or omission the breaching party knew would constitute a material breach; it does not include mere failure to close because a condition outside that party’s control failed.

8.3 Reverse termination fee and limited guaranty

If Schedule 8.3 conditions are met, Parent will pay a reverse termination fee of $[AMOUNT] within [two] Business Days. The schedule must state whether the trigger is financing failure, regulatory failure, Parent breach, or another defined event; whether the fee is Company’s sole monetary remedy; whether expense reimbursement is additional; and how the limited guaranty covers payment. No fee is payable because Company conditions fail. The Company may pursue specific performance before valid termination unless the agreed remedy structure provides otherwise.

8.4 Company termination fee

A Company termination fee applies only to the superior-proposal or recommendation-change events precisely stated on Schedule 8.4 and is $[AMOUNT]. Parent may not receive both the fee and duplicative damages. Reimbursement must be documented and capped. The board’s compliance with the fiduciary process does not itself constitute breach.

8.5 Specific performance

The parties agree irreparable harm may occur and equitable relief may be appropriate without proof of actual damages or posting bond. The Company may enforce Parent’s Closing obligation if all Company and mutual conditions are satisfied or capable of simultaneous satisfaction and [the debt financing is available / the selected commitment conditions are met]. Parent may enforce the Company’s Closing obligation on the corresponding basis. The parties will conform this Section to the financing documents, limited guaranty, and exclusive-remedy terms so no circular condition or remedial gap remains.

9. Post-Closing Remedies and Securityholder Representative

9.1 Selected recourse model

Schedule 9.1 must select and fully state one model: (A) no seller indemnity, with RWI and Fraud-only recourse; (B) RWI with limited seller escrow for retention, excluded matters, purchase-price adjustment, and specified covenants; or (C) negotiated traditional indemnity. Unselected alternatives must be deleted. The model must identify every source, cap, survival period, priority, release date, and claimant.

9.2 Survival

Under Model A, Company representations terminate at Closing and do not support contractual indemnity, except Fraud claims to the extent nonwaivable. Under Model B or C, general representations survive [12–18] months; fundamental representations and specified Tax matters survive until [60] days after the applicable limitations period; and covenants survive according to their terms. A timely claim notice preserves only the identified claim until resolved.

9.3 Basket, caps, and several liability

General claims are subject to a [deductible / tipping] basket of $[AMOUNT] and aggregate cap of $[AMOUNT]. Special Matters have only the caps stated on Schedule 9.3. Each holder’s liability is several, not joint, and absent that holder’s Fraud will not exceed consideration actually received or allocated to that holder, less amounts previously returned. No holder is liable for another Person’s Fraud or covenant breach. The Securityholder Representative has no personal liability for holder obligations.

9.4 RWI recovery order and no subrogation

Claims first use the source and order stated on Schedule 9.4: adjustment escrow; RWI retention escrow; policy; special escrow; or direct recourse. Buyer must use commercially reasonable efforts to pursue available insurance before direct holder recovery, except for excluded Special Matters if expressly agreed. Policy denial, erosion, delay, or failure to satisfy underwriting does not expand recourse. Parent will enforce the insurer’s subrogation waiver.

9.5 Claims procedure

A claim notice must reasonably identify the provision, facts, estimated amount if known, and requested source. Delay prejudices recovery only to the extent of material prejudice. The Securityholder Representative controls defense of a third-party claim that cannot reasonably create injunctive relief, criminal exposure, regulatory restriction, material reputational injury, or liability beyond available seller sources; otherwise Parent controls after consultation. No settlement binds another party, admits wrongdoing by it, restricts its business, or exceeds the applicable source without consent.

9.6 Loss limitations and mitigation

Losses are net of actual insurance proceeds, Tax benefits actually realized from the Loss in the relevant period, and third-party recoveries, less reasonable collection costs. A claimant must mitigate as required by law and may not recover twice through price adjustment, escrow, insurance, special indemnity, or another provision. [Materiality is disregarded only in calculating Losses after breach is established / no materiality scrape applies.] Changes in law or accounting after Closing, buyer purchase accounting, and voluntary post-Closing expansions do not increase Losses.

9.7 Exclusive remedy; non-reliance; sandbagging

After Closing, Article 9 and the selected RWI policy are the exclusive monetary remedies for an express representation breach, except purchase-price adjustment, equitable relief for surviving covenants, and Fraud by the Person who committed it. The parties must select [no claim for a breach actually known by the claimant at Closing / knowledge does not bar a claim] and define who and what establishes knowledge. Tort, implied-warranty, and extra-contractual claims based on the transaction are waived to the extent permitted by law.

9.8 Securityholder Representative

Each holder appoints the Securityholder Representative as exclusive agent for price adjustments, escrows, claims, settlements, amendments within stated authority, notices, distributions, and related decisions. The representative may rely on counsel, accountants, experts, and Company records; has no duty to investigate ownership disputes; and is liable only for its own fraud, gross negligence, or willful misconduct. The representative may use the expense fund and withhold distributions for reasonable reserves, must account for them, and will distribute the balance when no longer reasonably needed. Holders indemnify the representative severally from available consideration. Schedule 9.8 states replacement, resignation, voting thresholds, conflicts, and reporting.

9.9 Release

Effective upon payment at Closing, each participating holder releases the Company, Parent, Surviving Corporation, and their representatives from claims arising from the holder’s status as a securityholder or pre-Closing insider, excluding rights under this Agreement and transaction documents, unpaid compensation and benefits, indemnification and advancement, insurance, vested service-provider rights, and claims that cannot lawfully be released. Any unknown-claims waiver must be conspicuous, jurisdiction-specific, and separately approved. Parent and the Surviving Corporation provide the reciprocal release, if selected, on Schedule 9.9.

10. Tax Matters

10.1 Tax treatment and reporting

The parties will report consistently with the treatment stated in the Recitals and Schedule 10.1 unless a final determination requires otherwise. No party guarantees qualification for reorganization, installment, rollover, QSBS, or other treatment. Tax counsel must revise this Article for the chosen structure and jurisdictions.

10.2 Pre-Closing and straddle periods

For indemnity allocation, Taxes for a straddle period are apportioned by closing the books at the end of Closing Day, except periodic Taxes allocated by elapsed days. Transaction deductions are allocated to the pre-Closing period to the extent permitted under the agreed reporting position. Parent will cause available refunds attributable to seller-borne Taxes to be paid to holders, net of costs and offsets, unless included in price.

10.3 Tax contests and cooperation

The party controlling a Tax contest affecting another party will give prompt notice, provide material communications, permit reasonable participation, and not settle in a manner increasing the other party’s liability without consent, not unreasonably withheld. The parties will preserve records until the applicable limitations period ends and cooperate at the requesting party’s expense. No holder should rely on this Agreement as personal Tax advice. The information statement will advise holders to consult their own advisers regarding residence, basis, holding period, QSBS, installment, rollover, withholding, and state or foreign consequences.

11. Miscellaneous

11.1 Notices

Notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email with confirmation, to the addresses on Schedule 11.1. A notice received after [5:00 p.m.] local time is effective the next Business Day. Routine operational communications are not formal notices unless expressly identified.

11.2 Expenses

Except as expressly stated in the funds flow, regulatory allocation, termination provisions, or an ancillary agreement, each party bears its own expenses. Parent bears payment-agent fees after Closing and costs of financing cooperation as provided above.

11.3 Amendment; waiver

Before stockholder approval, the parties may amend in a signed writing. After approval, no amendment requiring further stockholder approval is effective without it. After Closing, Parent and the Securityholder Representative may amend provisions within the representative’s authority, but may not disproportionately and adversely alter a holder’s consideration, liability cap, Tax allocation, or individual right without that holder’s consent. Waiver is specific and not continuing.

11.4 Assignment; successors; no third-party beneficiaries

No party may assign this Agreement without consent, except Parent may assign to an affiliate or financing source if Parent remains liable and the assignment does not delay Closing or increase seller burden. This Agreement binds permitted successors. There are no third-party beneficiaries except D&O-protected persons, released persons, financing sources where expressly stated, and holders for the right to receive consideration after the Effective Time.

11.5 Governing law; forum; jury waiver

This Agreement and related claims are governed by the law of [DELAWARE], without choice-of-law rules. Each party submits to exclusive jurisdiction in the [COURT OF CHANCERY OF THE STATE OF DELAWARE, or if unavailable, specified state or federal court], waives objections to venue, and consents to service as permitted by law. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES JURY TRIAL TO THE FULLEST EXTENT PERMITTED. Counsel must conform this clause to entity-law jurisdiction, financing provisions, and enforceability.

11.6 Entire agreement; severability; counterparts

This Agreement, its Schedules and Exhibits, confidentiality agreement, and listed transaction documents are the entire agreement on their subject and replace prior understandings. If a provision is unenforceable, it will be modified only to the minimum extent required and the remainder continues, unless the modification materially changes the negotiated economics or remedies. Counterparts and approved electronic signatures are originals and together form one instrument.

11.7 Representation by counsel

Each party has had the opportunity for independent counsel. The parties understand that Company counsel represented the Company and not individual holders, founders, directors, officers, or the Securityholder Representative except under a separate engagement. The transaction privilege and conflicts provisions apply only to the extent permitted by professional-responsibility rules.

Signature Page

The parties have executed this Agreement as of the date first written above.

By: ______________________________
Name: [NAME]
Title: [TITLE]

By: ______________________________
Name: [NAME]
Title: [TITLE]

By: ______________________________
Name: [NAME]
Title: [TITLE]

By: ______________________________
Name: [NAME]
Title: [TITLE]

[TARGET COMPANY]	[PARENT]
[MERGER SUB]	[SECURITYHOLDER REPRESENTATIVE], solely in its representative capacity

Schedules and Exhibits

Schedules

• Schedule 1.1 — Knowledge Persons, RWI Policy, and Selected Definitions

• Schedule 2.3 — Surviving Corporation Directors and Officers

• Schedule 2.5 — Capitalization, Charter Waterfall, and Conversion Elections

• Schedule 2.8 — Equity and Convertible Instrument Treatment

• Schedule 4 — Company Disclosure Schedules

• Schedule 5.2 — Parent Governmental Approvals

• Schedule 5.4 — Financing Commitments, Equity Commitment, and Limited Guaranty

• Schedule 6.2 — Interim Operating Covenant and Consent Protocol

• Schedule 6.3 — No-Shop, Fiduciary Response, Matching Right, and Termination Fee

• Schedule 6.5 — Regulatory Efforts and Remedy Ceiling

• Schedule 6.6 — Financing Cooperation

• Schedule 6.7 — Employees, Benefits, Equity, and 280G Actions

• Schedule 6.10 — Tax Matters and Transfer Taxes

• Schedule 6.12 — Transaction Privilege and Conflicts Waiver

• Schedule 7 — Closing Conditions and Deliverables

• Schedule 8 — Termination, Fees, Guaranty, and Specific Performance

• Schedule 9 — Recourse Model, Limits, Recovery Order, Representative, and Releases

• Schedule 10 — Tax Treatment and Procedures

• Schedule 11 — Notices and Amendment Authority

Exhibits

• Exhibit A — Purchase-Price Definitions, Accounting Principles, and Sample Calculation

• Exhibit B — Surviving Corporation Certificate of Incorporation

• Exhibit C — Surviving Corporation Bylaws

• Exhibit D — Payment-Agent, Letter-of-Transmittal, and Consideration Procedures

• Exhibit E — Earnout Terms and Worked Examples, if applicable

• Exhibit F — Certificate of Merger and Filing Checklist

• Exhibit G — Officer Closing Certificate

• Exhibit H — Secretary and Incumbency Certificate

• Exhibit I — Escrow Agreement

• Exhibit J — Stockholder Joinder, Release, and Appraisal Acknowledgment

• Exhibit K — Equity Award Cancellation Agreement

• Exhibit L — Founder or Management Transaction Agreements, if applicable

• Exhibit M — Final Data-Room Index and Archive Certificate

Website Posting README — Not Part of the Agreement

Purpose. This agreement structures a private-company reverse triangular merger from the founder-company and seller perspective, with particular attention to auction flexibility, deal certainty, allocation finality, limited residual liability, RWI, privilege, D&O protection, and holder administration.

Use when. Use when a founder-led corporation is selling through a merger and expects many holders, preferred-stock rights, equity awards, a deferred Closing, or negotiated seller protections that a short form cannot safely express.

Do not use when. Do not use for a public-company transaction, tender offer, forward merger, cross-border combination, regulated entity, or Tax-free reorganization without rebuilding statutory, securities, disclosure, approval, and Tax provisions. Do not treat seller-protective drafting as a substitute for accurate schedules or a defensible board process.

Founder-critical decisions. Confirm the charter waterfall, founder and employee proceeds, management arrangements, no-shop and fiduciary path, financing and regulatory certainty, appraisal process, post-Closing recourse, RWI exclusions, holder liability, privilege, releases, D&O tail, Tax treatment, and representative authority.

Customization checklist. Complete every schedule and exhibit; test capitalization and funds flow; conform the Certificate of Merger, approvals, appraisal notices, and information statement to current law; select and delete alternatives for bring-down, MAE, no-shop, RWI, indemnity, sandbagging, fees, and specific performance; complete specialist reviews; remove the Matter Completion Sheet, banner, brackets, unused alternatives, and this README before execution.

Public-use disclaimer. This practitioner master is for educational and drafting-reference purposes. It is not legal or Tax advice, does not create an attorney-client relationship, and requires review by transaction counsel and applicable specialists.

Need help customizing this template for your business? Contact Montague Law to schedule a consultation and get this document reviewed by our team.

This template is provided by Montague Law for informational and educational purposes only and does not constitute legal advice. Consult a qualified attorney licensed in your jurisdiction before using any legal document.