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Founder M&A Stock Purchase Agreement Seller Protective Extended Form

Matter Completion Sheet — Not Part of the Agreement

Complete every row. Enter N/A and the reason where an item does not apply. A completed checklist records inputs; it does not replace legal approval.

A. Structure and authority

B. Economics and founder outcomes

C. Seller protection and release control

D. Review and release

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of [DATE] by and among [BUYER], a [JURISDICTION] [ENTITY TYPE] (“Buyer”), [TARGET COMPANY], a [JURISDICTION] corporation (the “Company”), each Person listed on Schedule A (each, a “Seller” and collectively, the “Sellers”), and [SELLER REPRESENTATIVE], solely in the representative capacity stated in Section 11 (the “Seller Representative”).

Recitals

A. Each Seller owns the shares of Company capital stock listed opposite that Seller’s name on Schedule A (the “Purchased Shares”).

B. Buyer wishes to purchase, and the Sellers wish to sell, the Purchased Shares so that at Closing Buyer will own [all outstanding Company capital stock / the ownership percentage stated on Schedule A].

C. The board of directors of the Company and each other required corporate body has approved this Agreement and the transactions contemplated by it, subject to the actions expressly listed in Schedule 4.2.

The parties agree as follows.

1. Definitions and Interpretation

1.1 Selected definitions

“Aggregate Purchase Price” 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 line items stated in Exhibit A, in each case 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 and excluding restricted, trapped, fiduciary, customer, and similar cash unless Exhibit A expressly includes it.

“Closing Debt” means only the debt and debt-like categories listed in Exhibit A at the Measurement Time, including accrued interest and specified prepayment amounts, but excluding any amount counted in Working Capital or Transaction Expenses.

“Disclosure Schedules” means the disclosure schedules delivered by the Company and the Sellers concurrently with this Agreement. A disclosure qualifies another provision only if its relevance is reasonably apparent on its face. A scheduled item does not create a representation or expand the scope of one.

“Fraud” means actual common-law fraud under the governing law committed by the Person against whom relief is sought in making an express representation in this Agreement. It excludes constructive fraud, equitable fraud, negligent misrepresentation, and fraud imputed solely by agency, except to the extent nonwaivable law requires otherwise.

“Knowledge” means, for the Company, the actual knowledge of the individuals listed on Schedule 1.1 after reasonable inquiry of personnel with operational responsibility for the subject and reasonable review of records ordinarily used by those individuals. For a Seller, it means that Seller’s actual knowledge.

“Material Adverse Effect” means an event that has had, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, financial condition, or results of operations of the Company, taken as a whole, excluding general economic, market, industry, political, legal, public-health, cybersecurity, hostilities, natural-disaster, announcement, identity-of-Buyer, and accounting-law changes, except to the extent the Company is disproportionately affected relative to comparable companies. Failure to meet a forecast is not itself a Material Adverse Effect, although underlying causes may be considered.

“Pro Rata Share” means the percentage for a Seller on Schedule A, calculated under the acquisition agreement’s distribution waterfall after giving effect to class, series, liquidation-preference, option, warrant, and other security treatment.

“Transaction Expenses” means only unpaid Company or Seller transaction costs listed in Exhibit A, including specified advisory, legal, accounting, change-in-control, sale bonus, and employer payroll Tax amounts, but excluding costs already paid, any amount counted as Debt or Working Capital, and Buyer’s costs.

1.2 Interpretation and hierarchy

Headings do not affect interpretation. Including means including without limitation. Or is inclusive unless context requires otherwise. References to law include amendments and successor provisions. If this Agreement conflicts with an ancillary agreement, this Agreement controls as to purchase-price, risk-allocation, conditions, and remedies unless the ancillary agreement expressly identifies the provision it overrides. Exhibit A controls calculations over general accounting language. No presumption applies against a party as drafter.

2. Purchase and Sale

2.1 Transfer of Purchased Shares

At Closing, each Seller will sell and transfer to Buyer, and Buyer will purchase from that Seller, all of the Seller’s right, title, and interest in the Purchased Shares, free of liens other than restrictions created by securities law or Buyer. The transfer includes rights incident to the Purchased Shares after Closing but does not transfer a Seller’s separate claims or obligations unless this Agreement expressly states otherwise.

2.2 Schedule A controls

Schedule A must state each Seller’s legal name, tax classification, address, class and number of shares, certificate or book-entry identifier, Pro Rata Share, cash payment, rollover, escrow and holdback contributions, representative-fund contribution, and withholding assumptions. Company counsel and an authorized officer must reconcile Schedule A to the stock ledger, cap table, charter waterfall, option and warrant treatment, transfer records, and funds flow. Corrections to ownership do not authorize an economic amendment without the approvals required by Section 12.10.

2.3 Equity instruments and transfer restrictions

Before Closing, the Company and Sellers will complete Schedule 2.3, addressing exercise, conversion, cash-out, cancellation, acceleration, assumption, substitution, repayment, or preservation of every option, warrant, restricted award, SAFE, note, phantom right, promised grant, and other equity-linked right. Required ROFR, co-sale, drag-along, investor-rights, voting, class, spousal, and lien waivers must be delivered in the agreed forms. No Seller must give a broader release or personal representation merely to deliver a stock power.

2.4 Withholding

Buyer, the Company, and any payment agent may deduct Taxes required by law. Except for compensatory payments or failure to supply requested Tax forms, Buyer will give reasonable advance notice to the affected Seller, state the legal basis and estimated amount, and cooperate in good faith to reduce or eliminate withholding lawfully. Properly remitted amounts are treated as paid to that Seller.

3. Purchase Price and Adjustment

3.1 Estimated Closing Statement

At least [five] Business Days before Closing, the Company will deliver an Estimated Closing Statement applying Exhibit A, with supporting general-ledger detail, bank evidence, payoff letters, invoices, payroll calculations, and an allocation draft. Buyer may submit specific comments by [two] Business Days before Closing. The Company will consider them in good faith, but the estimate used at Closing will be the Company’s good-faith calculation, subject to the post-Closing procedure.

3.2 Closing funds flow

Buyer will pay the estimated Aggregate Purchase Price only through the jointly approved funds flow. It will separately identify debt and expense payoffs, escrows, holdbacks, the representative fund, payments to each Seller or payment agent, rollover securities, and any seller note. Each line item must be counted once. Wire instructions must be confirmed by an independent callback to a previously verified number; emailed changes alone are ineffective.

3.3 Final statement and access

Within [90] days after Closing, Buyer will deliver a final calculation with reasonable supporting detail. Buyer’s failure to deliver it on time causes the estimated calculation to become final, except for manifest mathematical error, unless the Seller Representative grants a written extension. During the [30]-day review period, Buyer will provide reasonable access to the relevant books, work papers, and personnel, subject to privilege, security, and confidentiality.

3.4 Objections and expert determination

An objection must identify each disputed line, amount, reason, and proposed amount. Unobjected items become final. After [20] days of negotiation, the parties will submit only unresolved accounting items to [INDEPENDENT ACCOUNTING FIRM]. The expert acts as expert, not arbitrator; follows Exhibit A; may not decide legal liability; and may not select a result outside the parties’ positions. Fees are allocated in proportion to unsuccessful positions. Payment is due within [five] Business Days, first from adjustment escrow and then subject to the selected several-liability cap.

3.5 Accounting hierarchy and no double counting

Calculations follow, in order: express line-item rules in Exhibit A; the sample calculation; the Company’s historical practices consistently applied; and GAAP only where the first three do not resolve the issue. Buyer bears purchase-accounting, financing, synergy, integration, and post-Closing operational effects. No fact may support both a purchase-price adjustment and indemnity recovery unless the first recovery failed to make Buyer whole and the agreement expressly permits the second.

3.6 Earnout, rollover, and seller note

Any earnout must include objective definitions, a sample, reporting, record access, consistent accounting, dispute resolution, change-of-control treatment, acceleration, and a covenant against actions primarily intended to avoid payment. Rollover terms must identify issuer, class, capitalization, dilution, governance, information, transfer, repurchase, liquidity, drag, tag, Tax, and securities-law rights. A seller note must state principal, interest, maturity, amortization, security, guaranty, subordination, default, cure, acceleration, setoff, and amendment terms. These arrangements are separate from employment unless expressly integrated.

4. Company Representations and Warranties

Except as disclosed in the Company Disclosure Schedules, the Company represents to Buyer as of signing and, subject to Section 8.2, Closing as follows.

4.1 Organization, authority, and subsidiaries

The Company is duly organized, validly existing, and in good standing where that concept applies. It has power to own its assets, operate its business, execute the transaction documents, and perform them. Schedule 4.1 lists every subsidiary, jurisdiction, ownership interest, assumed name, and qualification material to the business. Required corporate actions are complete except those expressly identified on Schedule 4.1.

4.2 Capitalization

Schedule 4.2 states authorized, issued, outstanding, reserved, and treasury shares by class and series; each record holder; and every option, warrant, restricted award, SAFE, note, phantom right, promised grant, repurchase right, proxy, voting arrangement, and other equity-linked obligation. Outstanding shares were duly authorized, validly issued, fully paid, and nonassessable. Except as scheduled, no person has a right to issue, redeem, repurchase, register, vote, or restrict transfer of a Company security.

4.3 No conflict and consents

Execution and performance do not violate the Company’s governing documents, applicable law, or a Material Contract or create a material lien, termination, acceleration, payment, consent, or notice right, except as disclosed and except for failures not reasonably expected to be material. Required governmental and third-party consents, notices, waivers, and filings are listed on Schedule 4.3.

4.4 Financial statements and liabilities

The scheduled financial statements were prepared from the Company’s books using the stated accounting basis consistently applied and fairly present in all material respects the periods shown, subject in interim statements to normal year-end adjustments and omitted notes. The Company has no liability required to be reflected under that basis except as reflected, reserved, incurred in the ordinary course since the balance-sheet date, arising under an executory contract other than breach, incurred for the transaction, or scheduled.

4.5 Absence of specified changes

Since [DATE], no Material Adverse Effect has occurred. Except as scheduled, the Company has operated in the ordinary course in all material respects and has not taken an action that would require Buyer consent under Section 6.1 if taken after signing.

4.6 Material contracts, customers, and suppliers

Schedule 4.6 lists contracts meeting the agreed categories and thresholds, including debt, real-estate, IP, data, AI, privacy, top customer and supplier, distribution, exclusivity, most-favored terms, noncompetition, change-of-control, related-party, government, settlement, acquisition, and unusual indemnity contracts. Each is valid and binding subject to enforceability limitations. The Company has not received unresolved written notice of material default, termination, nonrenewal, or material reduction except as scheduled.

4.7 Intellectual property, technology, open source, and AI

Schedule 4.7 lists registered and material Company-owned IP, material licenses, assignments, domains, social accounts, open-source components with material obligations, AI models and material training or evaluation datasets, and unresolved claims. The Company owns or validly uses IP material to its current business. Each founder, employee, and contractor who created material Company IP executed a confidentiality and invention-assignment agreement, subject to scheduled exceptions. To Knowledge, current operations do not materially infringe another Person’s enforceable rights. The Company has not knowingly used open-source code, data, or model output in a way requiring disclosure or licensing of proprietary source code beyond disclosed obligations.

4.8 Privacy and cybersecurity

During the [three]-year lookback, the Company materially complied with applicable privacy and cybersecurity laws, binding contracts, and published notices. It maintains safeguards reasonably appropriate to its data and operations. Schedule 4.8 lists material incidents, notices, investigations, claims, audits, and unresolved remediation. To Knowledge, no unauthorized access or acquisition requiring an unmade notice has occurred.

4.9 Personnel and benefits

Schedule 4.9 lists employees and individual contractors, work location, classification, compensation, accrued time, leave, work authorization, commissions, bonuses, severance, change-in-control rights, and outstanding offers. The Company materially complied with applicable employment laws and paid compensation due, subject to scheduled disputes. Each material benefit plan is listed. Potential Sections 280G and 409A arrangements are identified for specialist review; no individual Tax result is represented.

4.10 Taxes

The Company timely filed material Tax returns required to be filed and paid material Taxes due, subject to valid extensions and scheduled contests. Returns are correct in all material respects. Schedule 4.10 identifies audits, assessments, nexus, remote-work, sales and use Tax, payroll, Tax-sharing, deferred revenue, elections, and claimed Section 1202 status. No representation guarantees QSBS treatment to a Seller.

4.11 Compliance, litigation, insurance, and brokers

The Company materially complied with applicable laws and permits during the lookback and has not received unresolved written notice of a material violation, except as scheduled. Schedule 4.11 lists material litigation, investigations, orders, insurance policies and claims, anti-bribery, sanctions, export, government-contracting, and industry-regulatory matters. Except for [BROKER], no Person is entitled to a fee from the Company or Sellers based on arrangements made by them.

4.12 No other Company representations

Except for express representations in this Article and any certificate delivered under Section 8.2, neither the Company nor any other Person makes a representation concerning projections, estimates, data-room materials, management presentations, or future performance. This clause does not limit Fraud as defined in this Agreement or an express covenant.

5. Seller Representations and Warranties

Each Seller severally, only as to that Seller, represents that: the Seller has authority and capacity to enter into this Agreement; this Agreement is binding subject to enforceability limitations; the Seller owns the Purchased Shares listed for that Seller free of liens other than scheduled restrictions; the Seller has not granted an inconsistent proxy, option, transfer right, or brokerage entitlement; required spouse, trust, entity, and governing-document approvals are identified; and the Seller is not subject to an order that prevents performance. No Seller makes a Company-level representation merely because the Seller is a founder, officer, director, employee, or investor.

6. Covenants

6.1 Interim operations

Until Closing, the Company will operate in the ordinary course in all material respects and preserve material relationships. Without Buyer’s consent, not to be unreasonably withheld, conditioned, or delayed, it will not take the actions listed on Schedule 6.1. Consent is deemed given if Buyer does not respond within [two] Business Days to a complete request, except for equity issuances, distributions, indebtedness, acquisitions, dispositions, or amendments to governing documents. The covenant will not require breach of law, fiduciary duty, contract, or emergency action reasonably taken to protect people, systems, or assets after prompt notice.

6.2 Access, confidentiality, and clean teams

The Company will provide reasonable diligence access during normal operations without unreasonable disruption. Buyer will comply with the confidentiality agreement, data-room rules, privilege protections, antitrust clean-team protocols, privacy law, and cybersecurity controls. Buyer may not contact employees, customers, suppliers, regulators, or lenders without prior Company coordination. No diligence access expands a representation or transfers operational control before Closing.

6.3 Efforts, consents, and regulatory matters

Each party will use [reasonable best efforts / commercially reasonable efforts] to satisfy conditions. The regulatory-risk schedule must allocate filings, timing, control of strategy, responses, litigation, divestiture or behavioral commitments, cost limits, and cooperation. Buyer may not invoke a condition it materially caused to fail. HSR, CFIUS, foreign-investment, industry, securities, and other filings remain subject to current specialist review.

6.4 Exclusivity

During the agreed period, the Company and Sellers will not knowingly solicit or enter into an Alternative Transaction, except for the fiduciary-duty and unsolicited-proposal procedures selected in Schedule 6.4. The definition, persons covered, existing-contact process, notice, information parity, match right, and termination must be explicit. This Section expires automatically on termination of this Agreement.

6.5 Employee and founder arrangements

Buyer will provide the employee-benefit treatment stated on Schedule 6.5, including service credit, deductible credit, and severance treatment, subject to plan terms and law. Employment, retention, consulting, restrictive-covenant, and rollover arrangements are separate agreements and are not conditions to payment of stock consideration unless the acquisition agreement and applicable law expressly permit that result.

6.6 Taxes, records, D&O, privilege, and publicity

The parties will allocate transfer Taxes, straddle-period Taxes, refunds, audits, cooperation, elections, and filing control under Schedule 6.6. Buyer will preserve records for [seven] years and provide reasonable access. Buyer will maintain D&O tail coverage for [six] years at no less favorable terms subject to the agreed premium cap and honor existing indemnification rights to the fullest lawful extent. The parties will implement the negotiated privilege and control-of-counsel arrangement, including any seller-group privilege. Public statements require joint approval except where law requires disclosure after consultation.

7. Indemnification and Remedies

7.1 Selected recourse model

Schedule 7.1 must select one integrated model: RWI/no seller recourse, traditional indemnity, or hybrid. It must identify retention, policy exclusions, survival, deductible or tipping basket, cap, escrow, special indemnities, fundamental representations, covenant claims, Tax claims, recovery order, subrogation waiver, and any permitted setoff. Unselected alternatives must be deleted.

7.2 Several liability and limitations

No Seller is jointly liable for another Seller’s breach. A Seller’s maximum liability is [that Seller’s proceeds / AGREED CAP], except for that Seller’s Fraud or knowing breach of that Seller’s title or authority representation. Company representation claims are allocated by Pro Rata Share and recovered only from the agreed source. Losses exclude punitive, exemplary, remote, speculative, and multiplied damages except amounts paid to third parties; diminution in value may not be calculated using a multiple unless expressly agreed.

7.3 Claims procedure

A direct claim notice must state the provision, known facts, good-faith estimate, and supporting material reasonably available. Failure to give prompt notice reduces liability only to the extent of material prejudice. For third-party claims, the indemnifying party may control the defense with qualified counsel unless conflicts, equitable relief, criminal exposure, material reputational risk, or an amount above available recourse makes Seller Representative control inappropriate. No settlement may admit wrongdoing, impose nonmonetary obligations, or leave unreleased liability without consent.

7.4 Exclusive remedy and no recourse

After Closing, the remedies in this Article, the purchase-price adjustment, specific performance, and express ancillary-agreement remedies are exclusive for claims arising from the transaction. No claim may be asserted against a nonparty financing source, equityholder, employee, advisor, or Affiliate except an express contractual claim against a named party or a claim for that Person’s Fraud. Nothing limits nonwaivable rights.

7.5 Sandbagging and mitigation

[[SELECT: Buyer’s pre-Closing knowledge does not bar an express claim / Buyer may not recover for a matter actually known by the named individuals before signing unless expressly reserved]]. A claimant will use commercially reasonable efforts to mitigate and pursue available insurance, indemnity, and tax benefits. Recoveries are net of actual insurance and Tax benefits realized, reasonable collection costs, and subsequent reversals.

8. Closing Conditions

8.1 Conditions to all parties

The mutual conditions are: no final nonappealable order prohibits Closing; required approvals listed on Schedule 8.1 are obtained; and the waiting periods expressly identified there expire or terminate. A voluntary agreement with a regulator is treated as an order only if Schedule 8.1 says so.

8.2 Buyer conditions

Company representations must be true at signing and Closing under the negotiated bring-down standards, disregarding materiality only where expressly stated. The Company and Sellers must perform covenants in all material respects; no Material Adverse Effect must have occurred; and the Company must deliver only the certificates, instruments, consents, payoff evidence, equity cancellations, and other items specifically listed on Schedule 8.2. Receipt of financing, buyer internal approval, or completion of diligence is not a condition.

8.3 Seller conditions

Buyer representations must be true under the agreed bring-down standard; Buyer must perform covenants in all material respects; Buyer must deliver the consideration, escrow funding, rollover instruments, guaranty, certificates, and other items listed on Schedule 8.3; and the payment agent must be operational. Seller conditions may be waived only by the Seller Representative within its express authority.

8.4 Frustration and cure

A party may not rely on a failed condition caused primarily by its material breach. Before termination for a curable failure, the nonbreaching party will give written notice and a [ten]-Business-Day cure period that does not extend beyond the Outside Date unless agreed.

9. Closing

Closing occurs remotely at [TIME] [TIME ZONE] on [DATE / second Business Day after conditions], when the designated release coordinators confirm that signatures and funds are released under the closing agenda. Deliveries are deemed simultaneous; none is effective until all release conditions are satisfied or waived. The parties will deliver the items on Schedule 9, including stock powers or electronic transfer evidence, payoff and lien releases, officer and secretary certificates, Tax forms, equity-treatment documents, consents, resignations, escrow or payment-agent instruments, rollover documents, and the verified funds flow.

10. Termination

This Agreement may be terminated before Closing by mutual written consent; by either side if Closing has not occurred by [OUTSIDE DATE], unless that side’s material breach principally caused the failure; by either side for an uncured material breach causing a condition to fail; or under any expressly negotiated regulatory or financing provision. Termination ends obligations except confidentiality, expenses, governing law, dispute resolution, and liability for [Willful Breach / intentional material breach] before termination. Any reverse termination fee, expense reimbursement, limited guaranty, sole-remedy treatment, and specific-performance interaction must be stated in Schedule 10.

11. Seller Representative

Each Seller appoints the Seller Representative as agent to administer adjustments, escrows, claims, settlements, notices, amendments not disproportionately adverse to a Seller, and the representative fund. The appointment is coupled with an interest to the extent permitted by law. The representative may rely on professionals and is liable only for bad faith, gross negligence, or willful misconduct. Sellers reimburse approved costs from the representative fund and then severally by Pro Rata Share, subject to the agreed cap. The representative may not increase a Seller’s liability cap, alter consideration disproportionately, amend a Seller’s personal covenant, or settle a claim based on that Seller’s Fraud without that Seller’s written consent.

12. Miscellaneous

12.1 Notices

Notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email with confirmation, to the addresses on Schedule 12.1. A litigation notice is not effective solely by email unless receipt is acknowledged.

12.2 Confidentiality and announcements

The confidentiality agreement survives according to its terms and is superseded only as expressly stated. After Closing, Sellers may retain archival copies required by law or professional obligations subject to confidentiality. No party may use another’s name or marks except as approved or legally required.

12.3 Governing law; forum; jury waiver

This Agreement is governed by [DELAWARE] law without conflict-of-laws rules. Each party submits to exclusive jurisdiction in the [DELAWARE COURT OF CHANCERY, or if it lacks subject-matter jurisdiction, another Delaware state or federal court], waives objection to venue, and waives jury trial to the extent lawful. Service may be made by the notice methods plus any legally required method.

12.4 Specific performance

The parties acknowledge damages may be inadequate and agree that specific performance may be available subject to the express financing and regulatory limitations in Schedule 10. No party must prove actual damages or post bond except as law requires. A party may pursue specific performance and alternative relief, but may not receive duplicative recovery.

12.5 Assignment

No party may assign this Agreement without consent, except Buyer may assign to an Affiliate or financing source if Buyer remains liable and the assignment does not delay Closing, reduce certainty, or increase Seller Tax or regulatory burden. No assignment expands recourse against a nonparty.

12.6 Privilege and conflicts

The parties must select the treatment of pre-Closing privileged communications involving Company counsel and Sellers, consistent with law and ethics. Any waiver, control, adversity consent, access protocol, and exclusion of post-Closing communications must be express. Nothing requires disclosure of privileged material without an agreed protection.

12.7 Entire agreement; amendments; waivers

This Agreement, schedules, exhibits, and identified transaction documents state the entire agreement on their subjects. An amendment must be signed by Buyer, the Company before Closing, and the Seller Representative, plus any disproportionately affected Seller. Waiver must be written and is limited to the stated instance. Electronic signatures and counterparts are effective.

12.8 Severability; no third-party beneficiaries

An unenforceable provision will be enforced to the maximum lawful extent or severed without changing essential economics. There are no third-party beneficiaries except expressly identified indemnified persons, D&O indemnitees, financing sources, and nonrecourse parties, each only for the stated provisions.

12.9 Expenses

Each party bears its own expenses except as expressly included in Transaction Expenses or Schedule 10. Seller Representative expenses are administered under Section 11.

12.10 Further assurances

After Closing, each party will execute reasonable instruments necessary to evidence the share transfer or implement an express obligation, at the requesting party’s cost, provided no instrument expands substantive obligations, liability, or remedies.

Signature Page

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

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

SELLER REPRESENTATIVE: [NAME], solely in the representative capacity stated in this Agreement By: ______________________________
Name: [NAME]

SELLER: [SELLER NAME] By: ______________________________
Name: [NAME, IF ENTITY]
Title: [TITLE, IF ENTITY]

Schedules and Exhibits

Schedule A Purchased Shares and Consideration Allocation

Exhibit A Purchase Price Definitions and Sample Calculation

List every Cash, Debt, Transaction Expense, Working Capital, escrow, holdback, representative-fund, rollover, and other line item; state the accounting rule, measurement time, source record, owner, dispute treatment, and explicit exclusions. Attach a populated sample that reconciles enterprise value to each Seller’s payment without double counting.

Exhibit B Earnout Rollover and Seller Note Terms

Complete only selected modules. Include definitions, cap-table or payment waterfall, operating covenants, reporting, inspection, dispute, setoff, acceleration, liquidity, dilution, governance, security, subordination, Tax, and securities-law terms.

Schedule 7.1 Recourse Election Matrix

Schedule 8 Conditions and Deliverables Matrix

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This template is provided by Montague Law for informational and educational purposes only and does not constitute legal advice.