Seller Ownership, Authority and No-Encumbrance Certificate — Private Company Secondary Sale

Matter Completion Sheet — Complete Before Circulation

SELLER CLOSING CERTIFICATE

This Seller Ownership, Authority and No-Encumbrance Certificate (this “Certificate”) is delivered as of [DATE] by [SELLER LEGAL NAME] (“Seller”) to [PURCHASER LEGAL NAME] (“Purchaser”) and [COMPANY LEGAL NAME] (the “Company”) in connection with the Stock Purchase Agreement dated [DATE] between Seller and Purchaser (the “Purchase Agreement”).

Capitalized terms not defined in this Certificate have the meanings in the Purchase Agreement. Seller certifies, represents and acknowledges as follows as of the date signed and, if different, as of the Closing.

1. Seller Identity and Capacity

1.1 Identity

Seller’s exact legal name is [NAME]. Seller is [AN INDIVIDUAL RESIDING IN [STATE] / A [JURISDICTION] [ENTITY TYPE] / TRUSTEE OF [TRUST NAME AND DATE] / OTHER]. Seller’s notice address and taxpayer classification are stated on Schedule 1. Seller has disclosed every other name used in acquiring, holding or transferring the Shares.

1.2 Authority

Seller has legal capacity and full authority to own and transfer the Shares and to execute the Purchase Agreement, this Certificate, the stock power or transfer instruction, and each related closing document. If Seller is an entity, trust or estate, the certified authority documents listed on Schedule 1 are complete and in effect, and the signatory is duly authorized.

1.3 No Limiting Proceeding

Seller is not subject to a bankruptcy, receivership, guardianship, conservatorship, probate restriction, divorce injunction, restraining order or other proceeding that limits Seller’s authority over the Shares, except as disclosed on Schedule 2 and resolved by the closing evidence listed there.

2. Shares and Chain of Title

2.1 Record and Beneficial Ownership

Seller is the sole record and beneficial owner of [NUMBER] shares of [CLASS/SERIES] stock of the Company represented by [CERTIFICATE NUMBER / BOOK-ENTRY IDENTIFIER] (the “Shares”). Seller is not holding any portion for another person and has not granted an undisclosed participation, nominee interest, derivative, proxy coupled with an interest or economic transfer.

2.2 Acquisition History

Seller acquired the Shares on [DATE] from [COMPANY / TRANSFEROR] under [DOCUMENT]. All required purchase price, services, property contribution or other consideration for issuance or acquisition was paid or performed. The acquisition and any subsequent recapitalization, split, conversion or certificate replacement are described on Schedule 3.

2.3 Stock Ledger Reconciliation

Seller reviewed the Company’s proposed ledger entry and the Schedule 3 chain-of-title table. To Seller’s knowledge, they accurately state Seller’s ownership and the Shares to be transferred. Seller shall promptly identify a discrepancy and cooperate in a lawful correction; this acknowledgment does not make a private cap table a substitute for the authoritative stock ledger.

2.4 Vesting and Repurchase Status

The Shares are [FULLY VESTED AND NOT SUBJECT TO REPURCHASE / SUBJECT TO THE VESTING OR REPURCHASE TERMS DESCRIBED ON SCHEDULE 4]. Seller has not received a repurchase notice or committed an act triggering repurchase, forfeiture or clawback except as disclosed. Any service credit, acceleration or waiver relied upon is supported by the written approval listed on Schedule 4.

3. No Encumbrances or Adverse Claims

3.1 No Lien or Pledge

Except as released at Closing under Schedule 2, the Shares are free and clear of any lien, pledge, security interest, charge, claim, option, right to purchase, adverse ownership interest or other Encumbrance. Seller has not delivered a certificate to a creditor, broker, custodian or other person, and no person controls transfer instructions for the Shares.

3.2 No Prior Transfer or Contract

Seller has not sold, assigned, transferred, offered, promised, lent, hedged or agreed to dispose of any interest in the Shares except under the Purchase Agreement. No outstanding letter of intent, side letter, option, forward, participation, voting agreement or similar arrangement conflicts with the Closing.

3.3 Marital, Domestic-Partner and Family Rights

Seller’s marital or domestic-partnership status is [●]. Any spouse, partner or person with a community-property, elective-share or similar potential interest has executed the consent listed on Schedule 2, or counsel has documented why no consent is required. Seller has not transferred the Shares in connection with a divorce, gift, estate plan or family settlement except as disclosed.

3.4 Trust and Estate Matters

If Seller is or holds through a trust or estate, the fiduciary has authority under the operative instrument and law, all required beneficiaries, co-fiduciaries or courts have approved, and the transaction does not violate fiduciary duties. Supporting documents, with appropriate private information redacted, are listed on Schedule 1.

4. Transfer Restrictions and Consents

4.1 Complete Disclosure

Seller disclosed to Purchaser and the Company all agreements in Seller’s possession that restrict the Shares or the transfer, including ROFR, first-offer, co-sale, drag-along, voting, investor-rights, lock-up, market-standoff, equity-plan, award, employment, pledge and confidentiality arrangements.

4.2 Required Notices and Approvals

Seller delivered every required transfer notice accurately and on time. Schedule 5 identifies each consent, waiver, election, expiration or approval necessary for Closing and the evidence obtained. Seller has not induced a waiver through a false or incomplete description of the transaction.

4.3 No Undisclosed Preferential Term

The price, consideration and material terms disclosed to ROFR and co-sale holders are the same as those in the final Purchase Agreement, except for differences expressly disclosed and approved on Schedule 5. Seller will not receive an undisclosed payment or benefit from Purchaser or an Affiliate.

5. Securities-Law and Conduct Certifications

5.1 Private Transaction Conduct

Seller did not offer the Shares through general solicitation, public advertising, mass communication or an unrestricted online listing. Seller’s contact with Purchaser arose through [DESCRIBE PRIVATE CONTACT]. Any intermediary is identified on Schedule 6.

5.2 No Broker Claim

Except as listed on Schedule 6, Seller has not engaged a broker, finder, placement agent or transaction platform entitled to compensation from Purchaser or the Company. Seller is responsible for fees arising from Seller’s engagement and has disclosed the engagement for regulatory review.

5.3 Lawful Resale Pathway

Seller has provided facts reasonably requested by counsel to evaluate the contemplated resale pathway, including acquisition date, payment status, Affiliate status, Company reporting status, prior sales and manner of sale. Seller understands this Certificate is not a legal opinion and that counsel, not Seller, must determine whether an exemption or safe harbor is available.

5.4 Information Duties and Trading Policy

Seller is not making the sale in breach of a duty of trust or confidence, a confidentiality agreement, an insider-trading or secondary-liquidity policy, or a Company blackout. Seller disclosed any current or former service relationship and any material nonpublic information issue to counsel and followed the Company-approved information process.

5.5 Sanctions and Source of Proceeds

Seller is not a sanctioned person, is not acting for a sanctioned person, and will not direct proceeds to a prohibited person or jurisdiction. Seller will provide customary identity and tax documentation to the closing agent.

6. Taxes and Reporting

6.1 Seller Responsibility

Seller is solely responsible for taxes arising from the sale, subject to Purchaser’s or an intermediary’s mandatory withholding and reporting duties. Seller has not relied on Purchaser or the Company for tax advice.

6.2 Tax Documentation

Seller delivered a properly completed [FORM W-9 / APPLICABLE FORM W-8 / OTHER] and will promptly update inaccurate information. Seller’s address and residency are stated on Schedule 1. If backup or other withholding applies, Purchaser may withhold and remit the required amount, which is treated as paid to Seller.

6.3 QSBS and Basis

Seller has not received a representation from the Company, Purchaser or their counsel that the Shares qualify or will continue to qualify as qualified small business stock. Any acquisition-date, original-issuance or corporate-use fact provided for tax review is listed on Schedule 3 and remains subject to independent tax analysis.

7. Transfer Instruments and Closing Deliveries

7.1 Authenticity

Each signature of Seller on the Purchase Agreement, this Certificate, a stock power, transfer instruction, affidavit, tax form or other closing document is genuine and authorized. No blank stock power or transfer instrument remains outstanding except one held by the approved escrow agent for this Closing.

7.2 Certificate or Book Entry

[Seller delivered original certificate number [●] / The Shares are uncertificated / Seller delivered the lost-certificate affidavit and indemnity identified on Schedule 7]. Seller has not knowingly altered, duplicated or improperly retained a certificate.

7.3 Closing Bring-Down

Seller shall notify Purchaser and the Company before release of funds if a certification becomes inaccurate. Acceptance of funds without notice constitutes a bring-down of this Certificate at Closing, except for a matter expressly updated in a signed supplement accepted by Purchaser and the Company.

8. Reliance and Survival

Purchaser, the Company, their counsel, the transfer agent and the escrow agent may rely on this Certificate for the limited purposes of the Closing, without being required to investigate facts uniquely within Seller’s knowledge. The certifications survive Closing for [SURVIVAL PERIOD], except title, authority, broker, tax and fraud-related matters survive for [PERIOD OR APPLICABLE LIMITATION], as conformed to the Purchase Agreement. This Certificate does not expand a negotiated limitation of liability unless expressly stated.

9. Knowledge Standard

For this Certificate, “Seller’s knowledge” means [ACTUAL KNOWLEDGE AFTER REASONABLE INQUIRY OF THE PERSONS LISTED ON SCHEDULE 8]. Counsel must tailor this definition for an individual, entity, trust or estate; no unidentified knowledge group should remain.

10. Miscellaneous

This Certificate is governed by the same law and dispute provisions as the Purchase Agreement. It may be signed electronically and in counterparts. An amendment or qualification is effective only if written, specifically identified and accepted by Purchaser and the Company before Closing. If this Certificate conflicts with the Purchase Agreement, the Purchase Agreement controls as to remedies and allocation of risk, while this Certificate controls as the factual certification delivered at Closing.

Signature Page

SELLER:
[SELLER LEGAL NAME]
By / Signature: ______________________________
Name: [●]
Title / capacity: [●]
Date and time: [●]

SPOUSE OR DOMESTIC PARTNER — IF REQUIRED:
[NAME]
Signature: ______________________________
Acknowledgment: I consent to the transfer and release any interest in the Shares to the extent stated in the attached consent.
Date: [●]

Schedules and Exhibits

Schedule 1 — Identity, Authority and Tax Information

Schedule 2 — Proceedings, Encumbrances and Required Releases

Schedule 3 — Share Chain of Title

Schedule 4 — Vesting, Repurchase and Clawback Status

Schedule 5 — Transfer Rights and Consents

Schedule 6 — Brokers, Finders and Platforms

Schedule 7 — Transfer Instruments

List the certificate, stock power, book-entry instruction, medallion or signature assurance if used, affidavit, indemnity and delivery custodian.

Schedule 8 — Knowledge Persons and Inquiry

Website Posting README — Not Part of the Agreement

What this form is for

This certificate converts the seller’s title, authority, restriction, conduct and tax facts into a structured closing deliverable. It is intended to support—not replace—the purchase agreement, Company consent, stock ledger review and counsel’s securities analysis.

AI completion prompt

Completion checklist

• Match exact legal name and capacity to acquisition and stock-ledger records.
• Rebuild the share chain of title through splits, conversions, cancellations and replacement certificates.
• Verify vesting, repurchase, clawback and termination-of-service facts.
• Investigate pledges, custody, marital rights, trusts, estates and court orders.
• Confirm all transfer notices disclose the final economic terms.
• Identify brokers, platforms and general-solicitation risks.
• Obtain tax forms and decide withholding and reporting treatment.
• Require a Closing bring-down and written update for any changed fact.

Three-pass quality review

Pass 1 — Identity and title. Verify seller authority, record ownership, chain of title, certificate status and encumbrances. Pass 2 — Compliance. Verify restrictions, notices, private-sale conduct, policy compliance, sanctions and tax documentation. Pass 3 — Closing evidence. Verify every schedule, signature, transfer instrument, bring-down and reliance/survival alignment.

Attorney-review warning

False title or exemption assumptions can invalidate a transfer and create personal liability. Qualified counsel and, where appropriate, tax and lien-search professionals must review the complete record.