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  • viraj.catanxs

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    7 months

    Unvested founders shares and participation in an early exit? (I will not promote)

    (i will not promote) This feels like a rookie question, but I can't find a clear answer. In the scenario where a startup achieves an early exit but do not have 100% acceleration, do they still distribute the whole founders pool to the founders, or do the proportions shift to the investors. This is unusual for us because we have a "superfounder" not on the same vesting schedule. For example (assuming no ESOP): * $1M raised via SAFE with a $5M cap = 20% owned by investors upon conversion, 80% to the founders * 10M shares, so 2M to investors, 8M to founder pool * Super founder has 50% (4M shares) with 25% (1M) pre-vested on founding date, then 36month vesting of remaining 75% (3M) * Junior founders have 25% (2M) shares each with a standard 1yr cliff, and 48month vesting In the scenario where we have an early successful exit at 1yr, the super founder has 1.92M vested, and junior founders have 504k vested, which is about 66%/17/17 pro rata, but only 2.9M or 29% of the total pool. I want to make sure the founders obtain the full 80% of the proceeds, but then distribute them according the the vesting 66/17/17, vs 100% acceleration which would distribute 50/25/25. How do we set this up, cleanly?
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