> **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

# 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.

## 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. The updated stock ledger must 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 only the disposition approved by the Board of Directors and identified as [How the repurchased shares are to be treated — cancelled and retired to authorized-but-unissued, or held as treasury shares], using the corresponding instruction below.

*Option A — Cancelled and retired.* You are directed to record the repurchased shares as cancelled and retired, as resolved by the Board of Directors. 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. 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]