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Founder Separation Records Certificate and Minute-Book Filing Checklist

This certificate and checklist records that the executed instruments documenting the separation of [Full name of the departing founder] (the "Founder") from [Full legal name of the Delaware corporation], a Delaware corporation (the "Company"), effective as of [Effective date of the founder's separation], have been assembled and filed in the Company's minute book.

Key Terms

Company[Full legal name of the Delaware corporation]
Founder[Full name of the departing founder]
Separation Date[Effective date of the founder's separation]
Minute-Book Location[Where the corporation's minute book is maintained (for example, "Carta" or "physical minute book at the Company's principal office")]

Records Checklist

1. Documents to File in the Minute Book

The following executed instruments should be filed in the Company's minute book maintained at [Where the corporation's minute book is maintained (for example, "Carta" or "physical minute book at the Company's principal office")]. Check each item as filed and note where an item is not applicable to this separation.

  • 1. Board written consent (DGCL § 141(f)). The action by unanimous written consent of the board accepting the Founder's resignation, removing the Founder from any offices held, authorizing the share repurchase, and addressing the vacated board seat — signed by all directors and filed with the minutes as § 141(f) requires. — Filed: ______

  • 2. Founder resignation letter. The Founder's dated written resignation from every officer and director position held, whose effective date starts the repurchase-option window under the Founder's Restricted Stock Purchase Agreement. — Filed: ______

  • 3. Repurchase-election notice. The written notice electing to repurchase the Founder's unvested shares within the exercise window set by the Founder's Restricted Stock Purchase Agreement, identifying the governing agreement, the termination date, the number of unvested shares, and the per-share and aggregate price. — Filed: ______

  • 4. Stock repurchase and cancellation agreement. The executed agreement completing the repurchase and cancellation of the repurchased shares. — Filed: ______

  • 5. Stock power or assignment separate from certificate. Any stock power or assignment separate from the certificate delivered by the Founder to effect transfer of the repurchased shares on the Company's books. — Filed: ______

  • 6. Proof of payment. Evidence of payment or other settlement of the repurchase price in the form provided by the Restricted Stock Purchase Agreement. — Filed: ______

  • 7. Stockholder-consent notices (DGCL § 228(e)), if any. Any stockholder written consent obtained for the separation and, where that consent was signed by less than all stockholders, the prompt notice to non-consenting stockholders required by § 228(e). Mark not applicable if no stockholder action was required. — Filed: ______

  • 8. IP and confidentiality confirmation. The Founder's executed confirmation that existing confidential-information-and-invention-assignment and confidentiality obligations survive the separation and that all Company property has been returned. — Filed: ______

  • 9. Updated stock ledger and capitalization table. The updated stock ledger reflecting the cancellation or treasury treatment of the repurchased shares, together with the corresponding capitalization-table update. — Filed: ______

Certification

The undersigned officer of the Company hereby certifies that the records listed above have been assembled and filed in the Company's minute book maintained at [Where the corporation's minute book is maintained (for example, "Carta" or "physical minute book at the Company's principal office")], and that this certificate and checklist may be filed with the minutes of the proceedings of the Board of Directors of the Company. Any copy, facsimile,.PDF, or other complete and reliable reproduction of this certificate may be used in lieu of the original for any purpose for which the original could be used.

Company

Company: [Full legal name of the Delaware corporation]

By:

Name: [Full name of the officer certifying the records have been filed]

Title: [Title of the certifying officer (for example, "Secretary" or "Chief Executive Officer")]

Date:

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