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Founder LLC Unit Purchase Agreement 鈥� Primary Private Offering 鈥� Extended Form

This Unit Purchase Agreement (this Agreement) is entered into as of [DATE] by [COMPANY NAME], LLC, a Delaware limited liability company (the Company), and each purchaser listed on the applicable signature page (each, a Purchaser).

Matter Completion Sheet

Recitals

WHEREAS, the Company has authorized the issuance of up to [NUMBER] Series [A] Preferred Units (the Purchased Units) at $[PRICE] per Unit under the rights stated in the Amended and Restated Limited Liability Company Agreement attached as Exhibit A (the LLC Agreement); and

WHEREAS, each Purchaser wishes to purchase, and the Company wishes to issue and sell, the number of Purchased Units stated on that Purchaser’s signature page, subject to this Agreement.

NOW, THEREFORE, the parties agree as follows.

1. Purchase and Sale

1.1 Purchase of Units

At the applicable Closing, each Purchaser will purchase, and the Company will issue and sell, the Purchased Units stated on its signature page for the aggregate purchase price stated there (the Purchase Price). The Purchased Units are issued by the Company; no selling Member receives the Purchase Price except for a specifically disclosed and approved use of proceeds.

1.2 Separate Obligations

Each Purchaser’s obligations are several, not joint. No Purchaser is responsible for another Purchaser’s funding or representations. The Company may reject a proposed Purchaser or reduce an allocation before countersignature, subject to law and approved allocation controls.

1.3 No Issuance Before Closing

Delivery of a signature, questionnaire or funds alone does not issue Units or admit a Purchaser as a Member. Issuance occurs only when the applicable conditions are satisfied or validly waived, cleared funds are received, the Company countersigns, the Purchaser executes the LLC Agreement joinder and the Company records the issuance with an effective date and time.

2. Closing

2.1 Initial and Additional Closings

The initial closing will occur on [DATE] remotely through exchange of signatures and funds. The Company may hold additional closings through [OUTSIDE DATE] for aggregate gross proceeds not exceeding $[MAXIMUM], provided later Purchasers receive the same class rights except for approved side rights disclosed in the side-rights register.

2.2 Company Deliveries

At each Closing, the Company will deliver:

• a countersigned signature page and evidence of issuance of the Purchased Units;
• the LLC Agreement and effective joinder;
• certified Board and Member approvals and an officer closing certificate;
• the final Disclosure Schedule and capitalization schedule;
• any approved side letter, Board-observer or rights agreement;
• good-standing and organizational documents reasonably requested;
• a funds receipt and closing memorandum; and
• the other items on Exhibit B.

2.3 Purchaser Deliveries

Each Purchaser will deliver cleared funds, executed signatures and joinders, a complete investor questionnaire, authority evidence, tax forms and requested sanctions, beneficial-ownership, source-of-funds and accredited-investor evidence, plus the items listed for it on Exhibit B.

2.4 Closing Mechanics and Fraud Control

Wiring instructions must be delivered through the approved secure process and independently verified using a known contact and separate channel. The Company may quarantine or return unmatched, excess, late or suspicious funds without creating an issuance. The closing memorandum controls the administrative record but does not amend this Agreement.

3. Company Representations and Warranties

The Company represents to each Purchaser as of the Agreement date and its Closing, subject to the Disclosure Schedule and agreed materiality and knowledge qualifiers, as follows.

3.1 Organization; Power; Good Standing

The Company is duly formed, validly existing and in good standing in Delaware and is qualified where failure to qualify would reasonably be expected to be materially adverse. It has power to own its assets, conduct its business and enter the transaction documents.

3.2 Authorization; Enforceability

The execution, delivery and performance of this Agreement, the LLC Agreement, each approved side letter and the issuance of Purchased Units have been duly authorized by all required Company action. Each transaction document is a valid and binding obligation of the Company, subject to bankruptcy, insolvency, equitable-remedy and other customary enforceability limitations.

3.3 Valid Issuance

When issued against receipt of the Purchase Price and admission under the LLC Agreement, the Purchased Units will be validly issued under the Act and LLC Agreement, free of further capital-call obligations except those expressly stated, and subject to transfer restrictions and securities laws. No representation is made that a tax allocation, distribution or liquidity event will occur.

3.4 Capitalization

Schedule 2.3 accurately states, as of [DATE], all outstanding Units by class, options, profits interests, warrants, convertible interests, promised but unissued equity and the authorized incentive pool, and identifies applicable vesting, repurchase, conversion, preemptive, ROFR, co-sale, drag, observer and side-letter rights. Except as disclosed, no person has a right to acquire or require issuance, repurchase or redemption of a Company interest.

3.5 Subsidiaries and Investments

The Disclosure Schedule lists every subsidiary and material equity investment, including jurisdiction, ownership and restrictions. The Company does not control an undisclosed entity or joint venture.

3.6 No Conflict; Consents

The transaction documents and issuance do not conflict with the certificate, LLC Agreement, applicable law, court order or material contract, and do not create a lien or default, except as disclosed. The Disclosure Schedule lists every governmental, Member, lender, counterparty and third-party notice, consent or waiver required.

3.7 Financial Statements; Liabilities

The Company has delivered the financial statements listed on the Disclosure Schedule, prepared on the stated basis and consistently applied, that fairly present in all material respects the periods stated, subject to disclosed year-end adjustments and absence of footnotes for unaudited statements. The Company has no material liability required to be reflected under that basis except as shown, incurred in the ordinary course after the balance-sheet date or disclosed.

3.8 Absence of Certain Changes

Since [DATE], except as disclosed, there has been no material adverse change in the business and no dividend, distribution, material debt, lien, related-party transaction, extraordinary compensation, material asset disposition, change in accounting/tax method or issuance/commitment of equity outside the ordinary approved course.

3.9 Intellectual Property

The Disclosure Schedule identifies material registered and applied-for IP, domain names, material inbound and outbound licenses, open-source issues requiring disclosure and unresolved claims. The Company owns or has sufficient rights to use material IP for its business, subject to stated exceptions. Founders, employees and contractors who created material Company IP have executed appropriate confidentiality and assignment agreements, except as disclosed.

3.10 Data Protection and Security

The Company has disclosed material privacy/security commitments, incidents, regulatory inquiries and unresolved customer notices. It maintains safeguards reasonably appropriate to its size, data and business. This representation must be tailored to actual laws, contracts, systems and diligence; no generic statement establishes compliance.

3.11 Material Contracts

The Disclosure Schedule lists material customer, vendor, financing, lease, license, partnership, exclusivity, most-favored, change-of-control and related-party agreements under the selected thresholds. Each listed contract is in effect and, to the Company’s knowledge where selected, no material default or written termination notice exists except as disclosed.

3.12 Employment and Benefits

The Disclosure Schedule lists material employment, consulting, severance, bonus, commission, equity and benefit arrangements; disputes; worker-classification issues; and change-of-control obligations. The Company has paid material wages and taxes when due except as disclosed. Jurisdiction-specific restrictive-covenant and leave compliance requires specialist review.

3.13 Litigation and Compliance

The Disclosure Schedule lists pending or, to the Company’s knowledge, threatened material claims, investigations and orders. The Company holds material permits and complies in all material respects with laws applicable to the business, except as disclosed. Identify industry-specific, export, sanctions, anti-bribery and AI/data obligations rather than relying on a bare compliance representation.

3.14 Taxes

The Company has timely filed material required returns, paid material taxes due and withheld/remitted amounts required, except as disclosed. The Disclosure Schedule states the intended tax classification, material audits and elections, and any known issue involving partnership allocations, profits interests, nexus, sales/use, payroll, withholding or unclaimed property.

3.15 Brokers and Finders

Except as disclosed, no person is entitled to a brokerage, success, placement, finder or transaction-based fee arising from Company action. Disclosed arrangements remain subject to registration, exemption and compensation analysis; this representation is not a legal conclusion that an intermediary may lawfully be paid.

3.16 Related-Party Transactions

The Disclosure Schedule identifies material transactions, balances and arrangements with Members, Managers, officers, employees or their Affiliates, including founder debt, leases, services and IP. Each required conflict approval is identified.

3.17 Investment Company; Sanctions

The Company is [not an investment company / relying on [EXCLUSION]] under the Investment Company Act, subject to counsel confirmation. Neither the Company nor, to its knowledge after appropriate inquiry, its controlled persons are subject to disclosed sanctions restrictions that would prohibit the transaction.

3.18 Disclosure

The Company has not knowingly made a materially false statement or omitted a material fact necessary to make the information actually provided to Purchasers, in context, not misleading. This provision does not convert projections into guarantees. Projections are good-faith estimates based on stated assumptions and are inherently uncertain.

4. Purchaser Representations and Warranties

Each Purchaser severally represents as of its Closing:

4.1 Authority and Enforceability

It is duly organized if an entity, has authority to enter the transaction documents, has obtained required approvals and signs through an authorized person. The documents are binding on it subject to customary enforceability limitations.

4.2 Investment Intent; Restricted Securities

It acquires the Purchased Units for its own account or the disclosed beneficial owners, for investment and not with a present view to unlawful distribution. It understands the Units are unregistered, restricted, illiquid and subject to the LLC Agreement.

4.3 Accredited and Sophisticated Status

It is an accredited investor under the category identified in its questionnaire [and the Company has completed any required Rule 506(c) verification]. It can evaluate the investment, ask questions, access requested information and bear a total loss for an indefinite period.

4.4 Independent Review; No Extra-Contractual Reliance

It has consulted advisers it considers appropriate and relies only on the express representations in this Agreement, without limiting liability for fraud or another nonwaivable claim. It understands Company counsel represents the Company, not Purchaser, unless a separate written engagement says otherwise.

4.5 Beneficial Ownership; Sanctions; Source of Funds

It has accurately disclosed beneficial owners and control persons; its funds come from lawful sources; and neither it nor a disclosed controlling person is prohibited from the transaction under applicable sanctions, subject to the representations and evidence requested by the Company.

4.6 Brokers

No broker or finder is entitled to compensation from the Company by reason of Purchaser’s action except as disclosed. Purchaser is responsible for any person it engaged unless the Company expressly agreed otherwise.

4.7 Tax and ERISA Status

It has disclosed foreign, tax-exempt, ERISA, plan-asset or other status requested in the questionnaire, has reviewed the tax and liquidity risks and understands no tax result or distribution is guaranteed.

5. Covenants

5.1 Use of Proceeds

The Company will use proceeds for working capital and its Board-approved operating plan, including 摆鈼庐. Proceeds may not fund founder liquidity, insider debt repayment or related-party payments except as disclosed and approved.

5.2 Post-Closing Capitalization and Records

Promptly after each Closing, the Company will update Schedule 2.3, the Unit ledger and capitalization platform; reconcile funds and issued Units; retain signed documents; and deliver a closing memorandum. A discrepancy will be investigated and corrected through documented authority.

5.3 Information and Board Rights

Information, inspection, observer and Board rights are governed by the LLC Agreement and approved side letters, including confidentiality, privilege, competitor and sunset limitations. No informal access practice creates a continuing right.

5.4 Preemptive Rights

Any preemptive right is solely as stated in the LLC Agreement or an approved side letter. The Company will maintain a rights register and administer notices, denominators, exclusions and election periods consistently.

5.5 Regulatory Filings

The Company will make required Form D and state filings, fees and amendments and retain confirmations. Purchasers will provide reasonably requested information promptly. A notice filing does not replace the substantive exemption analysis.

5.6 Confidentiality and Publicity

The parties will protect nonpublic information under the LLC Agreement and any separate confidentiality agreement. The Company may disclose Purchaser identity and investment as required by law, tax reporting and approved records. No party may issue promotional publicity using another’s name or marks without consent.

5.7 Further Assurances

Each party will execute reasonable documents necessary to carry out the authorized transaction, but no further assurance may increase a party’s economics, liability or ongoing obligations beyond the agreed documents without its consent.

6. Conditions to Closing

6.1 Purchaser Conditions

Each Purchaser’s obligation is subject to: Company representations being accurate under the agreed bring-down standard; Company performance of material pre-closing covenants; approved transaction documents; receipt of Company deliveries; no legal prohibition; required consents; and no material change expressly defined as a condition. A Purchaser may waive only its conditions in writing and not a legal requirement.

6.2 Company Conditions

The Company’s obligation is subject to: Purchaser representations being accurate; receipt of cleared funds and documents; completed investor and compliance checks; no legal prohibition; and allocation acceptance. The Company may waive only its conditions in writing without undermining the selected exemption or equal-treatment commitments.

6.3 Minimum Closing

[IF APPLICABLE] No initial Closing occurs until aggregate accepted Purchase Prices equal $摆鈼庐. State whether funds are escrowed, held pending acceptance or not collected before the condition; identify refund timing and risk allocation.

7. Indemnification and Liability Allocation

[SELECT ONLY AFTER NEGOTIATION] Each party will indemnify the other for third-party losses arising from its breach of express representations, covenants or obligations, subject to the procedures, survival, caps, baskets, exclusions and fraud/nonwaivable carve-outs in Exhibit C. Seed financings often omit broad indemnification in favor of contractual remedies; do not include this Article by default without deciding whether it fits the deal.

No Purchaser bears joint liability for another Purchaser. No limitation protects fraud or liability that cannot lawfully be limited. Equitable relief remains subject to applicable standards.

8. Termination

This Agreement may be terminated before the applicable Closing by mutual written agreement, by either side after [OUTSIDE DATE] if the terminating party is not in material breach, or upon a final legal prohibition. Termination does not affect confidentiality, expenses, governing law, liability for prior breach or provisions stated to survive. Funds must be returned under the closing protocol.

9. Miscellaneous

The transaction documents and Disclosure Schedule are the complete agreement on their subjects. Amendments require the Company and [PURCHASER THRESHOLD], plus any disproportionately affected Purchaser or class approval. Waivers are specific. Notices follow Exhibit D. Assignment requires compliance with the LLC Agreement and may not relieve accrued obligations. Delaware law governs, and exclusive forum is the Delaware Court of Chancery or another Delaware court if it lacks jurisdiction, subject to enforceability. Counterparts and electronic signatures are effective. Severability and reformation may not rewrite the economic bargain. No third party is a beneficiary except express indemnified persons. Expenses are borne [EACH ITS OWN / AS STATED].

Signature Page

COMPANY:
[COMPANY NAME], LLC
By: ______________________________
Name: 摆鈼庐
Title: 摆鈼庐

PURCHASER:
[LEGAL NAME]
By: ______________________________
Name: 摆鈼庐
Title: 摆鈼庐
Purchased Units: 摆鈼庐
Purchase Price: $摆鈼庐
Notice Address: 摆鈼庐

Schedules and Exhibits

Schedule 2.3 鈥� Capitalization

Disclosure Schedule Index

Exhibit B 鈥� Closing Deliverables

Exhibit C 鈥� Optional Indemnity Terms

Side-Rights Register

Three-Pass Quality Review

Pass One 鈥� Issuance, Authority and Exemption

• Confirm the Company鈥攏ot a Member鈥攊s the seller and the Units are authorized under the LLC Agreement.
• Confirm approvals, valid issuance, investor eligibility, solicitation controls and filing calendar.
• Confirm no intermediary or side promise sits outside the approved record.

Pass Two 鈥� Diligence and Disclosure

• Tie every qualified representation to a current disclosure and source document.
• Reconcile capitalization, IP chain, employment, tax, material contracts and financial statements.
• Remove representations the Company cannot support rather than masking gaps with generic knowledge qualifiers.

Pass Three 鈥� Economics, Tax and Closing Evidence

• Re-run class economics, tax distributions and exit waterfall at target and maximum raise.
• Confirm joinder, Unit ledger, cap table, funds and side rights all share one effective time.
• Assign post-closing filings, reporting, Board and preemptive-right duties to named owners.

Website Posting README 鈥� Not Part of the Agreement

What this resource does. This is an extended primary-offering agreement for an LLC issuing new investor Units. It is not a membership-interest purchase agreement for buying an existing owner’s stake.

Prompt to complete the form. 鈥淎ct as experienced Delaware LLC financing and securities counsel. Complete EF-087 using verified Company, offering, investor and diligence records. First distinguish primary issuance from any founder or Member secondary sale. Produce a missing-information report, clean agreement, disclosure schedule, capitalization schedule, closing checklist, side-rights register and exceptions memo. Reconcile the issuance with the LLC agreement, class waterfall, tax allocations, Board rights and federal/state exemption. Do not invent representations, accreditation, tax treatment, valuation, ownership, consent or compliance facts.鈥�

Required human review. Delaware LLC counsel, securities counsel, partnership-tax counsel, IP counsel, employment/benefits counsel, finance/cap-table owner and any industry regulator specialist.

Originality boundary. This is clean-room original drafting. It contains no publisher agreement text, annotation, marking, branding or proprietary commentary.

Posting instructions. Publish the companion HTML only after legal and editorial review. Preserve the primary-versus-secondary warning and practitioner-master label, link the reviewed Word file, and do not publish an actual disclosure schedule, investor list, bank instruction or confidential cap table.