Disputa de Equity entre Cofundadores

[LAW FIRM LETTERHEAD]

[Date]

VIA CERTIFIED MAIL AND EMAIL
[Recipient Name]
[Recipient Title]
[Company Name]
[Address]
[Email]

Re: Demand for Recognition of Vested Equity and Cure of Breach of
    Stock Purchase Agreement and Stockholders Agreement

Dear [Name]:

This firm represents [Client Name] ("Client") in connection with the
above-referenced matter. We write to demand immediate recognition of
Client's fully vested equity interest in [Company Name] (the "Company")
and cure of the Company's material breach of the Stock Purchase Agreement
dated [Date] (the "SPA") and Stockholders Agreement dated [Date] (the
"Stockholders Agreement").

I. STATEMENT OF FACTS

On [Date], Client and the Company entered into the SPA pursuant to which
Client purchased [Number] shares of Common Stock (the "Shares") at a
purchase price of $[Amount]. The Shares were subject to a four-year
vesting schedule with a one-year cliff, as set forth in Section [X] of
the SPA.

Client commenced full-time service with the Company on [Start Date].
As of [Date], Client has completed [X] months of continuous service,
resulting in [Number] Shares having fully vested pursuant to the
vesting schedule. Specifically:

  - [Number] shares vested upon completion of the one-year cliff on [Date]
  - [Number] additional shares vested monthly through [Date]
  - Total vested shares: [Number] ([X]% of original grant)

Despite Client's uninterrupted service and full compliance with all
obligations under the SPA and Stockholders Agreement, the Company has:

  1. Failed to update the capitalization table to reflect Client's
     vested ownership;
  2. Improperly characterized Client's shares as unvested in
     communications with investors;
  3. Issued additional shares without providing proper notice or
     respecting Client's anti-dilution protections; and
  4. Threatened to exercise repurchase rights that are not available
     under the terms of the SPA.

II. LEGAL ANALYSIS

A. Breach of Stock Purchase Agreement

Section [X] of the SPA provides a four-year vesting schedule with
monthly vesting after the one-year cliff. The Company's refusal to
recognize Client's vested shares constitutes a material breach of
the SPA. Under California law, the non-breaching party is entitled
to specific performance of the contract and/or damages.

B. Breach of Implied Covenant of Good Faith and Fair Dealing

Under California Civil Code and Delaware law, every contract contains
an implied covenant of good faith and fair dealing. See Carma
Developers v. Marathon Development, 2 Cal.4th 342 (1992). The
Company's actions in misrepresenting Client's vesting status and
threatening improper repurchase constitute a breach of this covenant.

C. Breach of Fiduciary Duty

As officers and directors of the Company, [Names of individuals] owe
fiduciary duties to all stockholders, including Client. The deliberate
misrepresentation of Client's ownership interest and attempted
deprivation of vested equity constitutes a breach of the duty of
loyalty. See Cede & Co. v. Technicolor, Inc., 634 A.2d 345 (Del. 1993).

III. DAMAGES

As a result of the Company's breaches, Client has suffered damages
including but not limited to:

  - Value of unrecognized vested shares: $[Amount] (based on most
    recent 409A valuation of $[X] per share)
  - Loss of anti-dilution protection: $[Amount] (additional shares
    Client would have received)
  - Lost voting rights on material decisions
  - Prejudgment interest at 10% per annum under Cal. Civ. Code
    Section 3289

IV. DEMAND

We hereby demand that the Company, within ten (10) business days of
the date of this letter:

  1. Update the capitalization table to accurately reflect Client's
     ownership of [Number] fully vested shares;
  2. Issue a corrected Stock Certificate evidencing Client's vested
     shares;
  3. Provide written confirmation that Client's shares are fully
     vested and not subject to repurchase;
  4. Calculate and issue to Client any additional shares due under
     anti-dilution provisions;
  5. Provide complete copies of all board minutes, stockholder
     consents, and capitalization table changes since [Date]; and
  6. Pay Client's legal fees incurred in connection with this
     matter totaling $[Amount].

V. RESERVATION OF RIGHTS

If the Company fails to cure these breaches within the time period
specified above, Client is prepared to pursue all available legal
remedies, including but not limited to:

  - Action for specific performance in the Delaware Court of Chancery
  - Action for breach of fiduciary duty
  - Demand under Section 220 of the Delaware General Corporation Law
    for inspection of books and records
  - Derivative action on behalf of the Company
  - Securities fraud claims if applicable

Client reserves all rights and remedies available at law and in
equity and nothing in this letter shall be construed as a waiver
of any such rights.

We are prepared to resolve this matter amicably and would welcome
the opportunity to discuss a resolution. Please have your counsel
contact the undersigned within five (5) business days to arrange
a meeting.

Very truly yours,

[Attorney Name]
[State Bar Number]
[Contact Information]

cc: [Client Name]
    [Board Members, if applicable]

[LAW FIRM LETTERHEAD]

[Date]

VIA CERTIFIED MAIL AND EMAIL
[Recipient Name]
[Company Name]
[Address]

Re: Unlawful Attempt to Force Repurchase of Vested Shares at
    Below Fair Market Value

Dear [Name]:

This firm represents [Client Name] regarding the Company's improper
attempt to exercise repurchase rights over Client's vested shares
at a price substantially below fair market value.

I. FACTUAL BACKGROUND

On [Date], the Company purported to exercise repurchase rights
under Section [X] of the Stock Purchase Agreement (the "SPA") with
respect to [Number] shares held by Client. The Company demanded
that Client sell these shares at the original purchase price of
$[Amount] per share, totaling $[Amount].

However, the Company's demand is improper for the following reasons:

  1. The shares at issue are fully vested and not subject to the
     repurchase provisions, which apply only to unvested shares;

  2. Even if repurchase rights existed, the SPA requires repurchase
     at Fair Market Value for voluntary departures, not original
     cost;

  3. Client's departure was not "for Cause" as defined in the SPA,
     and therefore any repurchase must be at Fair Market Value;

  4. The Company failed to provide required 90-day notice before
     attempting to exercise any repurchase rights.

II. LEGAL ANALYSIS

A. Repurchase Rights Do Not Apply to Vested Shares

Section [X] of the SPA clearly states that the Company's repurchase
right applies only to "Unvested Shares." Client's shares fully vested
on [Date] pursuant to the vesting schedule. The Company cannot
unilaterally recharacterize vested shares as unvested.

B. Fair Market Value Requirement

Section [X] of the SPA provides that upon termination of service
without Cause, any repurchase must be at "Fair Market Value as
determined by the Board in good faith." The Company's attempt to
repurchase at original cost (approximately $[X] per share) when
the most recent 409A valuation establishes a fair market value of
$[X] per share constitutes a breach of the SPA.

C. Improper Termination Characterization

The Company has improperly characterized Client's departure as
"for Cause" under Section [X] of the SPA. Client was not terminated
for any of the enumerated grounds constituting Cause:

  - No conviction of a felony
  - No willful misconduct
  - No material breach of confidentiality obligations
  - No unauthorized disclosure of trade secrets

The Company's post-hoc characterization of the departure as
for Cause is a transparent attempt to trigger repurchase at
original cost rather than fair market value.

III. DAMAGES AND VALUE AT STAKE

The difference between the Company's improper offer and the
fair value of Client's shares is substantial:

  Shares at issue:                    [Number] shares
  Company's improper offer:           $[X] per share = $[Total]
  Fair Market Value per 409A:         $[X] per share = $[Total]
  Difference:                         $[Amount]

Additionally, Client is entitled to:
  - Prejudgment interest at 10% per annum
  - Attorney's fees under the SPA fee-shifting provision
  - Punitive damages if the Company's conduct is found to be
    willful and oppressive

IV. DEMAND

We hereby demand that the Company:

  1. Immediately withdraw its purported exercise of repurchase
     rights;

  2. Confirm in writing that Client's [Number] shares are fully
     vested and owned outright by Client;

  3. Continue to recognize Client's ownership on the cap table
     and in all corporate records;

  4. Provide copies of all 409A valuations from the past 24 months;

  5. Pay Client's attorney's fees of $[Amount] incurred in
     responding to this improper repurchase attempt.

V. ALTERNATIVE RESOLUTION

If the Company genuinely wishes to repurchase Client's shares,
Client is willing to discuss a voluntary sale at fair market
value. This would require:

  - Independent third-party valuation by a mutually agreed appraiser
  - Payment in full within 30 days of valuation
  - Full release of claims

VI. CONSEQUENCES OF NON-COMPLIANCE

If the Company fails to comply with the demands set forth above
within fifteen (15) days, Client will immediately:

  1. File suit in the Delaware Court of Chancery for declaratory
     judgment, specific performance, and damages;

  2. Seek emergency injunctive relief to prevent any dilution or
     impairment of Client's shares;

  3. Initiate Section 220 demand for inspection of all books
     and records;

  4. Notify the Company's investors and Board members of the
     Company's improper conduct.

This letter constitutes a formal pre-litigation settlement demand
under California Evidence Code Section 1152 and is made in an
effort to resolve this matter without litigation.

Very truly yours,

[Attorney Name]
[Law Firm]

cc: [Client]
    [Board of Directors]

[LAW FIRM LETTERHEAD]

[Date]

VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED
[Board of Directors]
[Company Name]
[Address]

Re: Demand Pursuant to Delaware Chancery Court Rule 23.1 -
    Breach of Fiduciary Duty by Directors and Controlling
    Stockholders

Dear Members of the Board:

This firm represents [Client Name], a stockholder of [Company Name]
(the "Company"), holding approximately [X]% of the outstanding
shares. We write to make formal pre-suit demand upon the Board
of Directors to take action to remedy breaches of fiduciary duty
committed by [Names of wrongdoers] (the "Respondents").

I. NATURE OF THE WRONGDOING

Based on our investigation, the Respondents have engaged in a
pattern of self-dealing and breaches of fiduciary duty, including:

A. Unauthorized Compensation and Benefits

  1. [Name] caused the Company to pay him/her compensation of
     $[Amount] annually, representing [X]% above market rates for
     comparable positions, without proper Board approval;

  2. The Company made undisclosed loans totaling $[Amount] to
     [Name], which have not been repaid;

  3. [Name] used Company funds to pay personal expenses totaling
     approximately $[Amount].

B. Corporate Opportunity Usurpation

  [Name] diverted the [describe opportunity] to a company he/she
  personally controls, [Entity Name], thereby depriving the Company
  of approximately $[Amount] in expected profits. This opportunity
  properly belonged to the Company under the corporate opportunity
  doctrine articulated in Broz v. Cellular Information Systems,
  673 A.2d 148 (Del. 1996).

C. Self-Dealing Transactions

  The Respondents caused the Company to enter into the following
  transactions with entities controlled by Respondents:

  1. [Contract description] with [Related Entity] at prices
     approximately [X]% above market;

  2. [Lease/purchase] of [asset] from [Related Entity] at
     $[Amount], when fair market value was approximately $[Amount];

  3. [Other transactions].

D. Squeeze-Out of Minority Stockholders

  The Respondents have systematically attempted to squeeze out
  minority stockholders through:

  1. Exclusion from Board meetings and material information;
  2. Dilutive stock issuances without proper notice or preemptive
     rights;
  3. Threats of down-round financing designed to wipe out minority
     interests.

II. FIDUCIARY DUTY ANALYSIS

A. Duty of Loyalty Violations

The Respondents' self-dealing transactions and usurpation of
corporate opportunities constitute clear violations of the duty
of loyalty. Under Delaware law, directors and controlling
stockholders who engage in self-dealing transactions bear the
burden of proving "entire fairness" - both fair dealing and
fair price. Weinberger v. UOP, Inc., 457 A.2d 701 (Del. 1983).

B. Controlling Stockholder Duties

As holders of [X]% of the Company's voting power, the Respondents
are controlling stockholders who owe fiduciary duties to minority
stockholders. Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014).

C. Entire Fairness Standard Applies

Because the challenged transactions involve self-dealing by
fiduciaries, the entire fairness standard of review applies,
and the Respondents bear the burden of proving both procedural
and substantive fairness.

III. DAMAGES

The Company has been damaged in an amount not less than
$[Amount], calculated as follows:

  Excess compensation paid:                    $[Amount]
  Unreturned loans:                            $[Amount]
  Personal expenses paid by Company:           $[Amount]
  Lost corporate opportunity:                  $[Amount]
  Excess payments on related-party contracts:  $[Amount]
  Value of dilution to minority holders:       $[Amount]
  ------------------------------------------------
  TOTAL:                                       $[Amount]

Additionally, the Company is entitled to prejudgment interest
and disgorgement of all profits obtained by Respondents through
their breaches.

IV. DEMAND FOR BOARD ACTION

Pursuant to Delaware Chancery Court Rule 23.1 and the Company's
governing documents, we hereby demand that the Board of Directors:

  1. Conduct an independent investigation into the matters
     described herein through a Special Litigation Committee
     comprised solely of independent directors with separate
     counsel;

  2. Suspend [Names] from their officer positions pending
     completion of the investigation;

  3. Demand immediate repayment of all loans and personal
     expenses;

  4. Rescind or renegotiate all related-party transactions at
     arm's length terms;

  5. Take legal action against the Respondents to recover damages;

  6. Implement governance reforms to prevent future self-dealing.

V. TIME FOR RESPONSE

The Board must respond to this demand within thirty (30) days of
receipt. Under Delaware law, failure to respond or wrongful
refusal of the demand will excuse any further demand requirement
and permit Client to bring a derivative action on behalf of the
Company.

VI. CONSEQUENCES OF WRONGFUL REFUSAL

If the Board wrongfully refuses this demand or fails to respond,
Client is prepared to:

  1. File a derivative action in the Delaware Court of Chancery
     seeking damages, rescission, and injunctive relief;

  2. Seek appointment of a custodian under 8 Del. C. Section 226
     if the Board is deadlocked or controlled by the wrongdoers;

  3. Pursue direct claims for breach of fiduciary duty to the
     extent Client has suffered individual harm distinct from
     harm to the Company;

  4. Seek attorneys' fees under the common fund doctrine.

We are available to meet with independent members of the Board
to discuss this matter and provide additional documentation of
the wrongdoing.

Very truly yours,

[Attorney Name]
[Law Firm]

cc: [Client]
    Registered Agent of the Company
    [Independent Directors, if identifiable]