Narrative. This is the sister document to the Stock Power but written for use with the repurchase mechanics of a Restricted Stock Purchase Agreement. Unlike a generic stock power (used at transfer), this assignment is customarily executed at issuance and held in escrow by the company’s Secretary so that, if the Company later exercises its Repurchase Option over unvested shares, the Secretary can reassign those shares back to the Company without additional founder cooperation. Delivering this instrument in blank at issuance is what makes the repurchase mechanism truly self-executing — without it, a departed founder could frustrate the repurchase by refusing to sign transfer documents.

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FOR VALUE RECEIVED, the undersigned, [PURCHASER NAME], hereby sells, assigns, and transfers unto [COMPANY NAME], Inc., a Delaware corporation (the “Company“), ______________ (____________) shares of Common Stock of the Company, par value $0.00001 per share, standing in the undersigned’s name on the books of the Company represented by Certificate No. _____ (or book-entry position), and does hereby irrevocably constitute and appoint the Secretary of the Company as attorney to transfer such shares on the books of the Company with full power of substitution in the premises.

This Assignment may be used only in connection with the exercise of the Repurchase Option set forth in Section 2.2 of that certain Restricted Stock Purchase Agreement between the undersigned and the Company dated [DATE], and only to the extent necessary to effectuate the repurchase of unvested shares thereunder.

Dated: ________________________

_________________________________ [PURCHASER NAME]

Instruction to Secretary. Hold this Assignment Separate from Certificate in escrow with the Company’s corporate records. The blanks herein shall be completed only upon, and solely to the extent of, the Company’s exercise of the Repurchase Option under the Restricted Stock Purchase Agreement.

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This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.