DRAFT TEMPLATE, counsel-pending review
This document is a structural draft for investor data-room visibility.
Outside counsel will finalize all binding language.
Do not execute without counsel review.
STOCKHOLDERS AGREEMENT
Entity: Rōvn, Inc. ("Company") Jurisdiction: State of Delaware Effective Date: [To be set on adoption] Parties: Company; Giles-Evan Mboumi (CEO · "Mboumi"); Christian Montgomery (COO · "Montgomery"); Abhishek Jha (CTO · "Jha"); Gokul Shanmugam (CPO · "Shanmugam"); and other holders of Common Stock who become parties hereto (collectively, "Stockholders"). Version: Draft v0.1 · 2026-05-14
RECITALS
A. The Company is a Delaware C-Corporation engaged in building the operating network for the healthcare workforce. B. The Stockholders hold all issued and outstanding Common Stock of the Company. C. The parties wish to set forth their understanding regarding transfers, governance, vesting, and related matters.
1. DEFINITIONS
1.1 "Capital Stock" means all equity securities of the Company including Common Stock, Preferred Stock (if issued), and convertible securities.
1.2 "Founder" means each of Mboumi, Montgomery, Jha, and Shanmugam (the active founders).
1.3 "Investor" means any holder of preferred stock or SAFE issued by the Company in a financing round and who joins this Agreement.
1.4 "Permitted Transferee" means transfers to (a) trusts for estate planning, (b) immediate family members, (c) wholly-owned entities of the transferor, provided the transferee joins this Agreement.
2. RIGHT OF FIRST REFUSAL (ROFR)
2.1 Notice of Proposed Transfer. A Stockholder proposing to transfer Capital Stock (other than to a Permitted Transferee) shall give written notice to the Company describing the offered shares, price, terms, and proposed transferee.
2.2 Company Right. The Company shall have 30 days from receipt to elect to purchase all or part of the offered shares on the same terms.
2.3 Investor Right. If the Company does not exercise in full, Investors holding preferred stock shall have a 15-day secondary right to purchase the balance pro rata.
2.4 Sale to Third Party. Shares not purchased may be sold to the proposed transferee within 60 days on terms no more favorable to the transferee, subject to compliance with securities laws and Section 3 below.
3. CO-SALE (TAG-ALONG) RIGHTS
3.1 Trigger. If a Founder proposes to transfer shares (other than to a Permitted Transferee) and the ROFR is not fully exercised, each Investor may elect to include a pro rata share of its Capital Stock in the transfer.
3.2 Notice. The selling Founder shall give Investors 15 days to elect participation.
3.3 Terms. Participating Investors transfer on the same terms as the Founder.
4. DRAG-ALONG
4.1 Approval Threshold. If holders of a majority of outstanding voting stock plus a majority of preferred stock (voting as a separate class) approve a Sale of the Company, all Stockholders shall vote in favor and execute documents to consummate the transaction.
4.2 Sale of the Company. Means a merger, consolidation, sale of all or substantially all assets, or sale of >50% of outstanding voting stock to a non-affiliate.
4.3 Conditions. Drag-along is conditioned on (a) pro rata consideration per share within each class, (b) no representations and warranties beyond title and authority for non-management Stockholders, (c) liability several (not joint) and capped at proceeds received.
5. VESTING, FOUNDER SHARES
5.1 Schedule. Each Founder's shares vest over four (4) years from the Vesting Commencement Date, with a one (1) year cliff (25% on cliff anniversary, monthly thereafter for 36 months).
5.2 Vesting Commencement Date (VCD). For Founders, the VCD shall be the original date of service to the predecessor Rovn LLC, with credit preserved for time served pre-conversion. Tentative VCDs: - Mboumi: [Original founding date · ~2024] - Montgomery: [Original engagement date] - Jha: [Original engagement date] - Shanmugam: [Original engagement date]
5.3 Acceleration. - (a) Double-trigger. If a Founder is involuntarily terminated without cause or resigns for good reason within 12 months following a Change of Control, the remaining unvested shares accelerate 100%. - (b) Single-trigger. None at this stage absent negotiated grant.
5.4 Termination for Cause. On termination for cause, vesting ceases and unvested shares are subject to repurchase per Section 6.
6. REPURCHASE RIGHT
6.1 Trigger. On a Founder's departure for any reason, the Company has the right (not obligation) to repurchase unvested shares at the original purchase price.
6.2 Vested Shares. Vested shares are not subject to repurchase except for breach of restrictive covenants.
6.3 Procedure. The Company must exercise the repurchase within 90 days of departure by written notice and payment of the purchase price.
7. BOARD COMPOSITION
7.1 Initial Board. Active-founder board at adoption (seat count to be confirmed by counsel): - One (1) seat: CEO (currently Mboumi) - One (1) seat: Common Stockholder representative (currently Montgomery)
7.2 Post-Seed Board. Upon the priced seed round, the Board shall be reconstituted per the lead investor's investment documents, anticipated as: - Two (2) Common seats (Founder/CEO + one) - One (1) Preferred seat (Lead Investor designee) - Up to Two (2) Independent seats (mutually agreed)
7.3 Independent Directors. Independent directors shall be selected by mutual agreement of Common and Preferred holders.
8. INFORMATION RIGHTS
8.1 Annual. The Company shall deliver audited or reviewed annual financials within 120 days of fiscal year end.
8.2 Quarterly. Unaudited quarterly financials within 45 days of quarter end.
8.3 Monthly (Major Investors). Major Investors (holding ≥ $250K invested) receive monthly management reports.
8.4 Inspection Rights. Standard DGCL §220 inspection rights preserved.
8.5 Confidentiality. All information delivered hereunder is confidential and may not be disclosed except as required by law or fiduciary duty.
9. CONFIDENTIALITY
9.1 Each Stockholder agrees to maintain in strict confidence all non-public information about the Company.
9.2 Permitted disclosures: legal requirement, professional advisors under NDA, internal LP reporting on a confidential basis.
9.3 Duration: perpetual for trade secrets; five (5) years from disclosure for other confidential information.
10. NON-COMPETE AND NON-SOLICIT
10.1 Non-Solicit (Employees). Each Founder agrees, during service and for twelve (12) months thereafter, not to solicit for hire any Company employee.
10.2 Non-Solicit (Customers). During service and for twelve (12) months thereafter, no Founder shall solicit Company customers for competing services.
10.3 Non-Compete. Recognizing Delaware-law limits and the healthcare-vertical specifics, the Founders agree, during service and for twelve (12) months thereafter, not to engage in a Competing Business within the United States. "Competing Business" means a venture providing an AI-powered operating network for the healthcare workforce, or healthcare credentialing or workforce verification infrastructure, substantially similar to the Company's offerings.
10.4 HIPAA / Carve-outs. Nothing herein prevents disclosure required under HIPAA, whistleblower laws, or to government regulators.
10.5 Reasonableness. The parties acknowledge these restrictions are reasonable; if any court finds them overbroad, they shall be reformed to the maximum enforceable scope.
11. MISCELLANEOUS
11.1 Governing Law. This Agreement is governed by Delaware law without regard to conflicts principles.
11.2 Venue. Exclusive venue in the state and federal courts of Delaware.
11.3 Amendment. Amendable by written consent of (a) the Company, (b) Founders holding a majority of Founder shares, and (c) Investors holding a majority of preferred (once outstanding).
11.4 Notices. Email notice to the addresses on file.
11.5 Severability. Invalid provisions reformed; remainder unaffected.
11.6 Entire Agreement. Supersedes prior understandings on the subject matter.
11.7 Counterparts. May be executed in counterparts, including electronic signatures.
11.8 Termination. Terminates on the closing of a Qualifying IPO or Sale of the Company, except Sections 9 and 10 survive per their terms.
End of Draft v0.1 · 2026-05-14 Outside counsel review required prior to adoption.