> **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.
> Token-only (programmatic-fill) version: ./template.md

# Stock Assignment Separate from Certificate

This assignment separate from certificate (this "Stock Power") is executed by [Full name of the founder assigning the shares (the Assignor)] (the "Assignor") in favor of [Full legal name of the Delaware corporation], a Delaware corporation (the "Company"), to effect the transfer of the shares described below.

*Note: This Stock Power is a supporting instrument. It is frequently signed in blank at the time shares are issued and held with the Assignor's Restricted Stock Purchase Agreement or in escrow; it is completed and delivered when the Company repurchases the shares. Under Section 159 of the Delaware General Corporation Law shares are personal property transferable on the Company's books (consistent with Article 8 of the Uniform Commercial Code). A repurchase for cash is subject to the Section 160 surplus limit and potential director liability under Section 174, and fair-market-value, Section 409A, and QSBS considerations may apply; consult counsel before completing a cash buyback of vested shares.*

## Key Terms

Company
: [Full legal name of the Delaware corporation]

Founder (Assignor)
: [Full name of the founder assigning the shares (the Assignor)]

Shares Assigned
: [Number and class of shares assigned (for example, "100,000 shares of Common Stock")]

Certificate Number
: [Certificate number representing the assigned shares (or a reference to uncertificated / book-entry shares)]

## Assignment

### Assignment Separate from Certificate

FOR VALUE RECEIVED, the Assignor hereby sells, assigns, and transfers unto [Full legal name of the Delaware corporation], a Delaware corporation, [Number and class of shares assigned (for example, "100,000 shares of Common Stock")] of the Company standing in the Assignor's name on the books of the Company and represented by Certificate No. [Certificate number representing the assigned shares (or a reference to uncertificated / book-entry shares)] (or, if the shares are uncertificated, represented by the corresponding book-entry), and does hereby irrevocably constitute and appoint [Person appointed as attorney-in-fact to transfer the shares on the Company's books (for example, "the Secretary of the Company")] as the Assignor's attorney-in-fact to transfer the said shares on the books of the Company, with full power of substitution in the premises.

This Stock Power is executed pursuant to Section 159 of the Delaware General Corporation Law, under which shares of stock are personal property transferable on the books of the corporation. This Stock Power is delivered in connection with, and is subject to the terms of, the Assignor's Restricted Stock Purchase Agreement and the Company's repurchase of the shares described above, and it is not intended to restate or modify the terms of that agreement.

## Signatures

The Assignor has executed this Stock Power as of the date set forth below.

Signature: _______________

Print Name: [Full name of the founder assigning the shares (the Assignor)]

Date: [Date the Assignor executes the stock power]