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Cofounder Agreement

Founder roles, equity, vesting, IP, and decision-making.

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Company name

Cofounder A name

Cofounder B name

Equity split

Founder roles

Vesting period (years)

Jurisdiction / governing law

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Employer / other party address

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SAMPLE

Sample · 🇺🇸 US

Illustrative only

COFOUNDER AGREEMENT

This Cofounder Agreement is made on March 14, 2026 between:

(1) Lina O. Sato, of 220 Valencia Street, San Francisco, CA 94103 ('Founder A'); and
(2) Marcus J. Ade, of 814 Folsom Street, San Francisco, CA 94107 ('Founder B'),
in respect of Quantica Labs, Inc., a Delaware C-corporation (the 'Company').

1. ROLES. Founder A shall serve as Chief Executive Officer with primary responsibility for product, fundraising and external strategy. Founder B shall serve as Chief Technology Officer with primary responsibility for engineering, infrastructure and hiring of technical staff.
2. EQUITY. The founders' aggregate common stock shall be split 55% to Founder A and 45% to Founder B, with all shares subject to the vesting schedule in Section 3.
3. VESTING. All founder shares shall vest over four (4) years on a monthly basis, with a one (1) year cliff measured from the Effective Date. Unvested shares shall be subject to repurchase by the Company at par value upon a founder's departure.
4. INTELLECTUAL PROPERTY. Each founder hereby assigns to the Company, with effect from the Effective Date, all intellectual property created in connection with the Company's business, and shall execute a separate Confidential Information and Invention Assignment Agreement.
5. DECISION-MAKING. Day-to-day decisions are made by the relevant functional lead. Major decisions — fundraising, M&A, hiring of executives, changes to share capital — require the unanimous written consent of both founders.
6. DEPARTURE. A 'Bad Leaver' (resignation without good reason or termination for cause within the first 24 months) forfeits all unvested shares and 50% of vested shares. A 'Good Leaver' retains all vested shares.
7. GOVERNING LAW. This Agreement is governed by the laws of the State of Delaware, United States of America.

SIGNED:

____________________ ____________________
Lina O. Sato Marcus J. Ade
Founder A / CEO Founder B / CTO