# Cap-Table Update and Certificate-Cancellation Instructions

These instructions are given by the undersigned authorized officer of {company_legal_name}, a Delaware corporation (the "Company"), to the Company's Secretary, transfer agent, and cap-table administrator, effective as of {instruction_date}. The Company has completed the repurchase of shares held by {founder_name} (the "Founder"). You are directed to record that repurchase in the Company's formal corporate records as set forth below.

## Key Terms

Company
: {company_legal_name}

Founder
: {founder_name}

Certificate Number(s)
: {certificate_numbers}

Shares Cancelled
: {shares_cancelled}

Cap-Table System
: {cap_table_system}

Disposition
: {share_disposition}

## Instructions

### Update the Stock Ledger and Cap Table

You are directed to update the Company's stock ledger to reflect the repurchase of {shares_cancelled} 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, {cap_table_system}, 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_numbers} 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 {share_disposition}, 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: {company_legal_name}

By: _______________
Name: {signatory_name}
Title: {signatory_title}
Date: {instruction_date}

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