> **This is a fill-in template, not legal advice.** Replace every `[bracketed field]`
> with your own value. `[[Defined Terms]]` (double brackets) are glossary markers, not blanks.
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# Cap-Table Update and Certificate-Cancellation Instructions

These instructions are given by the undersigned authorized officer of [Full legal name of the Delaware corporation], a Delaware corporation (the "Company"), to the Company's Secretary, transfer agent, and cap-table administrator, effective as of [Date these instructions are given]. The Company has completed the repurchase of shares held by [Full name of the departing founder whose shares were repurchased] (the "Founder"). You are directed to record that repurchase in the Company's formal corporate records as set forth below.

*Note: Under Section 224 of the Delaware General Corporation Law the stock ledger, together with the Company's books of account and minute books, is the formal record of the Company's stock ownership; under Section 159 shares are personal property transferable on the Company's books. Under Section 160(b) of the Delaware General Corporation Law, shares that the Company reacquires are not automatically retired — they remain issued shares held by the Company (treasury shares) unless and until they are retired and restored to the status of authorized but unissued shares. Retirement of shares is a BOARD act under Section 243(a), so the disposition stated in these instructions must match the disposition the Board resolved (in this pack, in the Founder Separation Board Written Consent) — these instructions record and implement that election; they do not make it. This is a records-keeping instruction and is not a substitute for the underlying repurchase authorization; consult counsel where a cash buyback of vested shares, Section 160 surplus, Section 174 director liability, 409A / fair-market-value, or QSBS questions are implicated.*

## Key Terms

Company
: [Full legal name of the Delaware corporation]

Founder
: [Full name of the departing founder whose shares were repurchased]

Certificate Number(s)
: [Certificate number(s) representing the repurchased shares (for example, "CS-12"), or a note that the shares were uncertificated]

Shares Cancelled
: [Number and class of repurchased shares to be recorded as cancelled or transferred (for example, "500,000 shares of Common Stock")]

Cap-Table System
: [The cap-table system or administrator to be updated (for example, "Carta")]

Disposition
: [How the repurchased shares are to be treated — cancelled and retired to authorized-but-unissued, or held as treasury shares]

## Instructions

### Update the Stock Ledger and Cap Table

You are directed to update the Company's stock ledger to reflect the repurchase of [Number and class of repurchased shares to be recorded as cancelled or transferred (for example, "500,000 shares of Common Stock")] from the Founder, cancelling the corresponding entry standing in the Founder's name and recording the disposition of those shares as stated in these instructions. Consistent with Section 159 of the Delaware General Corporation Law (shares are transferable on the books of the Company) and Section 224 of the Delaware General Corporation Law (the stock ledger and related books are the Company's formal records), the updated stock ledger should reconcile to the number of shares outstanding after giving effect to the repurchase. You are further directed to record the same change in the Company's cap-table system, [The cap-table system or administrator to be updated (for example, "Carta")], so that the cap table and the stock ledger agree.

### Cancel Certificates or Make the Book-Entry

You are directed to cancel and take possession of the share certificate(s) numbered [Certificate number(s) representing the repurchased shares (for example, "CS-12"), or a note that the shares were uncertificated] representing the repurchased shares, mark each such certificate cancelled, and retain it with the Company's records. To the extent any of the repurchased shares were issued in uncertificated (book-entry) form, you are directed instead to make the corresponding book-entry transfer removing those shares from the Founder's account, and to record the cancellation or transfer in the stock ledger accordingly.

### Disposition of the Repurchased Shares

Record the disposition of the repurchased shares using the applicable option below (selected disposition: [How the repurchased shares are to be treated — cancelled and retired to authorized-but-unissued, or held as treasury shares]), which must match the disposition resolved by the Board of Directors — Section 160(b) of the Delaware General Corporation Law confirms that repurchased shares are not automatically retired, and Section 243(a) makes the retirement of shares a board act, so these instructions implement the Board's election rather than make it. These options are mutually exclusive — follow only the one that applies.

*Option A — Cancelled and retired.* You are directed to record the repurchased shares as cancelled and retired, as resolved by the Board of Directors pursuant to Section 243 of the Delaware General Corporation Law. The stock ledger and cap table should reflect that these shares have been restored to the status of authorized but unissued shares, are no longer issued and outstanding, and are available for future issuance.

*Option B — Held as treasury.* You are directed to record the repurchased shares as held in treasury, as resolved by the Board of Directors. Consistent with Section 160(b) of the Delaware General Corporation Law, the repurchased shares are not retired but remain issued shares held by the Company as treasury shares, and the stock ledger and cap table should reflect that these shares are issued but not outstanding and carry no voting rights and are not entitled to receive dividends while so held.

## Signatures

The undersigned, an authorized officer of the Company, gives these instructions on behalf of the Company as of the date set forth below.

Company: [Full legal name of the Delaware corporation]

By: _______________
Name: [Full name of the authorized officer giving these instructions]
Title: [Title of the authorized officer giving these instructions]
Date: [Date these instructions are given]