Narrative. The Stock Power — also called an Assignment Separate from Certificate — is a one-page instrument that lets the company transfer shares off the holder’s ledger without requiring the holder to be present or to sign at the time of transfer. In practice it’s executed in blank at the time of a restricted stock purchase and held in escrow, so that if the company later exercises its repurchase option over unvested shares, the secretary can complete the blanks and move the shares without chasing down a departed founder. Big-law convention: issue one stock power per stock certificate (or per book-entry lot), have it notarized or medallion-guaranteed for marketable securities, and keep it in the minute book behind the RSPA.

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For value received, the undersigned hereby sells, assigns, and transfers unto ______________________________, ______________ (____________) shares of the Common Stock of [COMPANY NAME], Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by Certificate No. _____ (or book-entry position), and does hereby irrevocably constitute and appoint ______________________________ as attorney to transfer the said stock on the books of the within-named corporation with full power of substitution in the premises.

Dated: ________________________

_________________________________ (Signature)

_________________________________ (Print Name)

Instruction. This stock power is delivered herewith in blank. The blanks above shall be completed only upon, and solely to effectuate, a transfer authorized under the Restricted Stock Purchase Agreement dated [DATE] between the undersigned and the Company.

Signature Guarantee (if required):

_________________________________ (Medallion Signature Guarantee)

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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.