Founder Agreements: Index
Date: 2026-07-09 Status: Conversion complete; three-founder re-papering in progress via counsel. Signed copies available on request through diligence room access under the C-Corp. Entity: Rōvn, Inc. (Delaware C-Corporation)
Rōvn has three founders: Giles-Evan Mboumi (CEO), Christian Montgomery (COO), and Abhishek Jha (CTO). A fourth early co-founder stepped away for family reasons before the company applied anywhere; nothing had vested and that allocation returned to the option pool, not to the founders. Counsel (Klehr Harrison) is papering the three-founder structure, and the checklist below tracks that re-papering.
1. Document checklist
| Agreement | Founder | Status | Notes |
|---|---|---|---|
| Founder Stock Purchase Agreement | Giles-Evan Mboumi (CEO) | Re-papering via counsel; copies available on request through diligence room access | 3,000,000 common, 4-year monthly vesting, 1-year cliff |
| Founder Stock Purchase Agreement | Departed co-founder (unwind item) | Unwinding via counsel | 2,000,000 common returned to the option pool, not redistributed to founders; nothing had vested |
| Founder Stock Purchase Agreement | Christian Montgomery (COO) | Re-papering via counsel; copies available on request through diligence room access | 2,000,000 common, 4-year monthly vesting, 1-year cliff |
| Founder Stock Purchase Agreement | Abhishek Jha (CTO) | Re-papering via counsel; copies available on request through diligence room access | 2,000,000 common, 4-year monthly vesting, 1-year cliff |
| IRS Section 83(b) Election | Giles-Evan Mboumi | Available on request through diligence room access (signed PDF + USPS certified mail receipt) | Must be filed within 30 days of share issuance |
| IRS Section 83(b) Election | Departed co-founder | n/a, departed | Handled within the departure unwind via counsel |
| IRS Section 83(b) Election | Christian Montgomery | Available on request through diligence room access (signed PDF + receipt) | 30-day deadline, critical |
| IRS Section 83(b) Election | Abhishek Jha | Tracked via counsel within the re-papering | Must be filed within 30 days of share issuance |
| IP Assignment Agreement (under Rōvn, Inc.) | Giles-Evan Mboumi | Available on request through diligence room access (signed PDF) | Re-executed under the C-Corp |
| IP Assignment Agreement (under Rōvn, Inc.) | Departed co-founder | Confirm executed, survives departure | IP remains assigned to Rōvn, Inc.; counsel to confirm on unwind |
| IP Assignment Agreement (under Rōvn, Inc.) | Christian Montgomery | Available on request through diligence room access (signed PDF) | Re-executed under the C-Corp |
| IP Assignment Agreement (under Rōvn, Inc.) | Abhishek Jha | Tracked via counsel within the re-papering | To be executed under Rōvn, Inc. within the three-founder re-papering |
| Confidential Information and Inventions Assignment Agreement (CIIAA) | All founders | Available on request through diligence room access (signed PDF) | Standard combined IP-assignment + NDA + non-solicit instrument typical for VC-backed C-Corps |
| Stockholders Agreement member signature pages | All founders | Available on request through diligence room access (signed PDF) | Adopted at incorporation |
| Background check / consent | All founders | Available on request through diligence room access | If applicable for investor diligence |
2. IP Assignment: standard terms (under Rōvn, Inc.)
| Term | Standard |
|---|---|
| Scope | All inventions, code, designs, processes, trademarks, copyrights, trade secrets created in the course of work for Rōvn, Inc. (including work performed under predecessor Rovn LLC, retroactively assigned) |
| Pre-existing IP | Each founder lists pre-existing IP that is NOT assigned (e.g., prior unrelated projects) on Schedule A |
| Future IP | All future IP created in scope assigned to Rōvn, Inc. |
| Moral rights waiver | Standard |
| Cooperation | Founder agrees to cooperate with patent / trademark filings post-execution |
| LLC-era IP | Retroactive assignment covers any IP originally assigned to Rovn LLC, transferred to Rōvn, Inc. via the conversion / Plan of Conversion |
Founder Schedule A pre-existing IP exclusion list available on request through diligence room access.
3. Vesting: founder detail
| Founder | Total shares | Cliff | Monthly vest after cliff | Full vest date | Acceleration |
|---|---|---|---|---|---|
| Giles-Evan Mboumi (CEO) | 3,000,000 | 12 months from original LLC effective date | 62,500 shares/mo | 48 months | Repurchase right on unvested; acceleration terms under counsel review |
| Christian Montgomery (COO) | 2,000,000 | 12 months from original LLC effective date | 41,667 shares/mo | 48 months | Same |
| Abhishek Jha (CTO) | 2,000,000 | 12 months from share issuance | 41,667 shares/mo | 48 months | Same |
| Departed co-founder (unwind item) | 2,000,000 returned to the option pool | - | - | - | Nothing had vested; allocation returned to the option pool, not redistributed; unwind papers via counsel |
Vesting credit preservation: the LLC-era founders' (Giles-Evan Mboumi, Christian Montgomery) 4-year vesting clocks do not reset at the C-Corp conversion; cliff and full-vest dates carry over from the original LLC operating agreement effective date. Abhishek Jha's 4-year clock runs from his share issuance. No founder is fully vested. This protects the founders from losing time-served and is captured in the Founder Stock Purchase Agreements.
Original LLC operating agreement effective date available on request through diligence room access.
4. Founder departure mechanics: under counsel review
To be detailed in the Stockholders Agreement and Founder Stock Purchase Agreements: - Repurchase right (at lower of cost or FMV) for unvested shares on voluntary departure - Acceleration on involuntary termination without cause - Treatment of vested shares on departure (vested shares remain owned by departing founder, subject to ROFR + co-sale + drag-along) - Non-compete + non-solicitation scope and duration (Delaware enforceability + Georgia operating reality) - Buy-out price for vested shares (if any): typically no forced buy-out at fair value
5. Restrictive covenants
| Covenant | Scope | Duration |
|---|---|---|
| Non-compete | Healthcare credentialing / workforce verification and trust / the operating network for the healthcare workforce | Target 12-24 months; Delaware enforces narrowly tailored; Georgia post-2011 statute friendlier to enforcement (under counsel review) |
| Non-solicitation (employees) | All Rōvn, Inc. employees and platform engineering allocated team | Target 12-24 months (under counsel review) |
| Non-solicitation (customers) | All Rōvn, Inc. customers and identified prospects | Available on request through diligence room access |
| Confidentiality | All Rōvn, Inc. confidential info | Indefinite |
Outside counsel + dual-state analysis (DE for governing law, GA for operating reality) to confirm enforceability.
6. 83(b) election: why this is critical
When founders receive stock subject to a vesting schedule, the IRS treats the gradual vesting as ordinary income events at each vest, valued at then-current fair market value. With a 83(b) election filed within 30 days of share issuance, the founder elects to be taxed up front on the FMV at issuance, which is effectively zero at a pre-revenue C-Corp inception, converting all future appreciation to capital gains.
Missing this 30-day window is an irreversible, multi-six-figure mistake at most outcomes. The 83(b) election is the single most time-sensitive filing in the conversion.
Each founder must: 1. Sign the 83(b) election form 2. Mail it via USPS Certified Mail with Return Receipt to the IRS service center for their state 3. Retain copy of form + certified-mail receipt + return receipt in the data room 4. Provide a copy to the company
7. Founder to-do
- Sign + provide PDFs of each Founder Stock Purchase Agreement under Rōvn, Inc.
- File 83(b) elections within 30 days of share issuance (USPS certified mail; retain receipts)
- Sign + provide PDFs of each IP Assignment Agreement (or combined CIIAA) under Rōvn, Inc.
- Confirm Schedule A pre-existing IP exclusion (if any)
- Confirm original LLC operating agreement effective date for vesting cliff math + credit preservation
- Confirm restrictive covenant scope with outside counsel
- Provide signed Stockholders Agreement member signature pages
8. Why this matters for diligence
Investor diligence at seedRound stage02.1 Use of Funds · $5M seed opening November 2026 into YC Demo Day lead will verify: 1. All founder-created code + designs are properly assigned to Rōvn, Inc. (covering LLC-era work via retroactive assignment + Plan of Conversion) 2. Vesting is in place to prevent founder walk-away in early years, with credit preserved from LLC formation 3. 83(b) elections were filed on time (counsel will request copies of certified-mail receipts) 4. Restrictive covenants protect Rōvn from competitive risk 5. Confidentiality binds founders to Rōvn IP
Missing signed founder agreements or a missed 83(b) deadline are common diligence blockers. Resolving these counsel-tracked items is high-priority for closing the round.
End of founder agreements.