Founder Agreements: Index
Date: 2026-07-22 Status: Conversion complete; founder instruments counsel-tracked. Signed copies available on request through diligence room access under the C-Corp. Entity: Rōvn, Inc. (Delaware C-Corporation)
Rōvn has three equity founders: Giles-Evan Mboumi (CEO), Christian Montgomery (COO), and Abhishek Jha (CTO). The three founders hold all issued common stock between them. Counsel (Jason Acevedo, Klehr Harrison) papers the founder instruments, and the checklist below tracks them.
1. Document checklist
| Agreement | Founder | Status | Notes |
|---|---|---|---|
| Founder Stock Purchase Agreement | Giles-Evan Mboumi (CEO) | Counsel-tracked; copies available on request through diligence room access | Share count per current CAP_TABLE.md; 4-year monthly vesting, 1-year cliff |
| Founder Stock Purchase Agreement | Christian Montgomery (COO) | Counsel-tracked; copies available on request through diligence room access | Share count per current CAP_TABLE.md; 4-year monthly vesting, 1-year cliff |
| Founder Stock Purchase Agreement | Abhishek Jha (CTO) | Counsel-tracked; copies available on request through diligence room access | Share count per current CAP_TABLE.md; 4-year monthly vesting, 1-year cliff |
| IRS Section 83(b) Election | Giles-Evan Mboumi | Counsel-tracked; filing record on request through diligence room access | Must be filed within 30 days of share issuance |
| IRS Section 83(b) Election | Christian Montgomery | Counsel-tracked; filing record on request through diligence room access | Must be filed within 30 days of share issuance |
| IRS Section 83(b) Election | Abhishek Jha | Counsel-tracked; filing record on request through diligence room access | Must be filed within 30 days of share issuance |
| IP Assignment Agreement (under Rōvn, Inc.) | Giles-Evan Mboumi | Counsel-tracked; signed copy on request through diligence room access | Executed under the C-Corp |
| IP Assignment Agreement (under Rōvn, Inc.) | Christian Montgomery | Counsel-tracked; signed copy on request through diligence room access | Executed under the C-Corp |
| IP Assignment Agreement (under Rōvn, Inc.) | Abhishek Jha | Counsel-tracked; signed copy on request through diligence room access | Executed under the C-Corp |
| 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 | Cliff | Vest after cliff | Full vest | Acceleration |
|---|---|---|---|---|
| Giles-Evan Mboumi (CEO) | 12 months from original LLC effective date | Monthly | 48 months | Repurchase right on unvested; acceleration terms under counsel review |
| Christian Montgomery (COO) | 12 months from original LLC effective date | Monthly | 48 months | Same |
| Abhishek Jha (CTO) | 12 months from share issuance | Monthly | 48 months | Same |
Per-founder share counts are stated in the Founder Stock Purchase Agreements and the current CAP_TABLE.md, available on request through diligence room access.
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 the eventual seed 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.