Company Capitalization Table Template

Share/Option Holder Preferred Invested Common Options Warrants Fully Diluted Percent
Founder Stock
$45,000 @ $0.01 and $0.05
Founder/CEO Name 0 $10,000 1,000,000 1,000,000 0 2,000,000 6.78%
Co-Founder/CTO Name 0 $10,000 1,000,000 1,000,000 0 2,000,000 6.78%
Investor/Advisor Name 0 $25,000 500,000 500,000 0 1,000,000 3.39%

Series A Preferred
$500,000 @ $0.10/share
Board/Investor Name 1,000,000 $100,000 0 0 200,000 1,200,000 4.07%
Board/Investor Name 1,000,000 $100,000 0 0 200,000 1,200,000 4.07%
Investor Name 500,000 $50,000 0 0 100,000 600,000 2.03%
Investor Name 500,000 $50,000 0 0 100,000 600,000 2.03%
Investor Name 500,000 $50,000 0 0 100,000 600,000 2.03%
Investor Name 500,000 $50,000 0 0 100,000 600,000 2.03%
Investor Name 500,000 $50,000 0 0 100,000 600,000 2.03%
Investor Name 500,000 $50,000 0 0 100,000 600,000 2.03%

Series B Preferred
$3,000,000 @ $0.50/share
Board/Investor Name 2,000,000 $1,000,000 0 0 0 2,000,000 6.78%
Board/Investor Name 2,000,000 $1,000,000 0 0 0 2,000,000 6.78%
Investor Name 1,000,000 $500,000 0 0 0 1,000,000 3.39%
Board/Investor Name 500,000 $250,000 0 0 0 500,000 1.69%
Investor Name 300,000 $150,000 0 0 0 300,000 1.02%
Investor Name 200,000 $100,000 0 0 0 200,000 0.68%

Series C Preferred
$10,000,000 @ $1.00/share
Investor Name 3,000,000 $3,000,000 0 0 0 3,000,000 10.17%
Investor Name 3,000,000 $3,000,000 0 0 0 3,000,000 10.17%
Investor Name 2,000,000 $2,000,000 0 0 0 2,000,000 6.78%
Investor Name 1,000,000 $1,000,000 0 0 0 1,000,000 3.39%
Investor Name 1,000,000 $1,000,000 0 0 0 1,000,000 3.39%

Board/Advisor/Employee/Contractor Options
Title Name 0 $0 0 250,000 0 250,000 0.85%
Title Name 0 $0 0 250,000 0 250,000 0.85%
Title Name 0 $0 0 100,000 0 100,000 0.34%
Title Name 0 $0 0 100,000 0 100,000 0.34%
Title Name 0 $0 0 100,000 0 100,000 0.34%
Title Name 0 $0 0 75,000 0 75,000 0.25%
Title Name 0 $0 0 75,000 0 75,000 0.25%
Title Name 0 $0 0 75,000 0 75,000 0.25%
Title Name 0 $0 0 50,000 0 50,000 0.17%
Title Name 0 $0 0 50,000 0 50,000 0.17%
Title Name 0 $0 0 50,000 0 50,000 0.17%
Title Name 0 $0 0 50,000 0 50,000 0.17%
Title Name 0 $0 0 50,000 0 50,000 0.17%
Title Name 0 $0 0 50,000 0 50,000 0.17%
Title Name 0 $0 0 50,000 0 50,000 0.17%
Title Name 0 $0 0 25,000 0 25,000 0.08%
Title Name 0 $0 0 25,000 0 25,000 0.08%
Title Name 0 $0 0 25,000 0 25,000 0.08%
Title Name 0 $0 0 25,000 0 25,000 0.08%
Title Name 0 $0 0 25,000 0 25,000 0.08%
Reserve Option Pool Future Employees 0 $0 0 1,000,000 0 1,000,000 3.39%
0.00%

TOTALS 21,000,000 $13,545,000 2,500,000 5,000,000 1,000,000 29,500,000 100.00%

INITIAL CAPITALIZATION, FOUNDER'S ROUND
Two founders come together to form a company. They each invest $10,000 at $0.01 per share and get 1,000,000 shares each. They also issue themselves each 1,000,000
options as upside, for their work and contributions to the business. The founders entice a friend to invest $25,000. The friend is a passive investor and is not contributing
sweat equity or intellectual property. He pays $0.05 for his shares and gets 500,000 options for his risk. At this point, the founders each have 40% of the company and the
investor has 20%.

Share/Option Holder Preferred Invested Common Options Warrants Fully Diluted

Founder Stock
$45,000 @ $0.01 and $0.05
Founder/CEO Name 0 $10,000 1,000,000 1,000,000 0 2,000,000
Co-Founder/CTO Name 0 $10,000 1,000,000 1,000,000 0 2,000,000
Investor/Advisor Name 0 $25,000 500,000 500,000 0 1,000,000

TOTALS 0 $45,000 2,500,000 2,500,000 0 5,000,000

THE FIRST OUTSIDE INVESTOR ROUND

The founders are successful in developing and prototyping the product. They are getting traction in the market. They entice some angel investors to invest $500,000 at
$0.10 per share for preferred stock. The investment is high risk because the company, while promising, is not making money and has much to accomplish to become a
viable business. The angel investors are also granted warrants to sweeten the deal and increase their upside. The investors get about half the company, making the
valuation of the company at approx $1M. The board also decides to reserve 1.2M shares in the form of options, post investment, for additional grants to the founders and to
attract new hires. At this point, the founders have given up half the company (unless they were one of the preferred investors). The founders have an opportunity to
increase their percentage from the option pool, based on performance.

Previous Cap 0 $45,000 2,500,000.00 2,500,000 0 5,000,000

$500,000 @ $0.10/share
Board/Investor Name 1,000,000 $100,000 0 0 200,000 1,200,000
Board/Investor Name 1,000,000 $100,000 0 0 200,000 1,200,000
Investor Name 500,000 $50,000 0 0 100,000 600,000
Investor Name 500,000 $50,000 0 0 100,000 600,000
Investor Name 500,000 $50,000 0 0 100,000 600,000
Investor Name 500,000 $50,000 0 0 100,000 600,000
Investor Name 500,000 $50,000 0 0 100,000 600,000
Investor Name 500,000 $50,000 0 0 100,000 600,000

Employee Option Pool Future Hires/Advisors 0 $0 0 1,200,000 0 1,200,000

TOTALS 5,000,000 $545,000 2,500,000 3,700,000 1,000,000 12,200,000

THE SECOND OUTSIDE INVESTOR ROUND

The company achieves its goals and attracts a VC to lead a Series B round for $3M at $0.50 per share. The new investors get about one third of the company, making the
valuation around $10 million.

Previous Cap 5,000,000 $545,000 2,500,000 3,700,000 1,000,000 12,200,000

$3,000,000 @ $0.50/share
Board/Investor Name 2,000,000 $1,000,000 0 0 0 2,000,000
Board/Investor Name 2,000,000 $1,000,000 0 0 0 2,000,000
Investor Name 1,000,000 $500,000 0 0 0 1,000,000
Board/Investor Name 500,000 $250,000 0 0 0 500,000
Investor Name 300,000 $150,000 0 0 0 300,000
Investor Name 200,000 $100,000 0 0 0 200,000

TOTALS 11,000,000 $3,545,000 2,500,000 3,700,000 1,000,000 18,200,000

THE THIRD OUTSIDE INVESTOR ROUND

The company achieves its goals and the investors collectively invest another $10M at $1.00 per share in a Series C round. The post money valuation is approximately $30
million. The board also approves another 1,300,000 shares for founder, employee, board and advisor stock options.
Previous Cap 11,000,000 $3,545,000 2,500,000 3,700,000 1,000,000 18,200,000
$10,000,000 @ $1.00/share
Investor Name 3,000,000 $3,000,000 0 0 0 3,000,000
Investor Name 3,000,000 $3,000,000 0 0 0 3,000,000
Investor Name 2,000,000 $2,000,000 0 0 0 2,000,000
Investor Name 1,000,000 $1,000,000 0 0 0 1,000,000
Investor Name 1,000,000 $1,000,000 0 0 0 1,000,000
Employee Option Pool Future Hires/Advisors 0 $0 0 1,300,000 0 1,300,000

TOTALS 21,000,000 $13,545,000 2,500,000 5,000,000 1,000,000 29,500,000

o issue themselves each 1,000,000
e investor and is not contributing
have 40% of the company and the

Percent

40.00%
40.00%
20.00%

100.00%

investors to invest $500,000 at

uch to accomplish to become a
alf the company, making the
tional grants to the founders and to
ders have an opportunity to

41.0%

9.84%
9.84%
4.92%
4.92%
4.92%
4.92%
4.92%
4.92%

9.84%

100.00%

third of the company, making the

67.03%

10.99%
10.99%
5.49%
2.75%
1.65%
1.10%

100.00%

ney valuation is approximately $30

61.69%

10.17%
10.17%
6.78%
3.39%
3.39%
4.41%

100.00%