Start-up Cap Table Model: Instructions

Enter values in the boxes with BLUE background. Do not change any other cells.

1) Enter the "Pre-money" valuation for the initial financing round (typically a seed round, or Series A venture round).
This valuation is based on many things, but is essentially a matter of negotiation between you and the investor group.

2) Set the Series A Preferred Price / sh. In the initial financing round the Preferred Price is set at a round number,
typically $1/sh.

3) Enter the investment amount for each Series A investor. The spreadsheet will handle up to a total of four distinct
investors (Investor AAA, Investor BBB, etc.). The model makes no assumption regarding pre-emptive investor rights,
such as "pro-rata shares," etc.

4) Enter any issuance of Series A Preferred warrant shares. The issuance of warrants is typically associated with
venture debt financing which is common in the early financing stages.

5) For the initial financing round, enter the % of total common stock that will initially be apportioned to the employee
option pool This is a decision for the founders with the advice of the investor group.

6) Enter the "Pre-money" valuation for the second financing round (assumed to be a Series B venture round). Again
this valuation is a matter of negotiation between you and the investor group. It may be higher or lower than the
previous round's “post-money valuation” depending on the company’s progress and other circumstances.

7) Enter the split parameter. For various reasons, mostly cosmetic, sometimes a share split is made. The underlying
economics (valuation) do not change. For example, in a Forward 2-for-1 split the number of all shares doubles and the
Preferred Price is cut in half. Enter a 1 if no split is planned at this round.

8) Enter the investment amount for each Series B investor.

9) Enter any issuance of Series B Preferred warrant shares.

10) Enter an estimate of total options exercised and outstanding as of the new financing round.

11) Enter any additions to the option pool as of the new financing round.

12) Enter the "Pre-money" valuation for the third financing round (assumed to be a Series C venture round).

13) Enter the split parameter. Enter a 1 if no split is planned at this round.

14) Enter the investment amount for each Series C investor.

15) Enter any issuance of Series C Preferred warrant shares.

16) Enter an estimate of total options exercised and outstanding as of the new financing round.

17) Enter any additions to the option pool as of the new financing round.

The spreadsheet will calculate all of the various ownership shares*, preferred stock price for each round, etc.

* Ownership % is shown on a fully diluted (FD) basis, as if all preferred shares, warrants, and options were converted
to common stock.
Start-up Cap Table Model

Series A
"Pre-money" valuation ($s) 5,000,000
Ser A Pref Price / sh $1.00

Totals
post - A
invstmt, $s shares % of Ser A Rnd % owned FD
Series A Preferred
Investor AAA 2,500,000 2,500,000 47.870% 24.456%
Investor BBB 2,550,000 2,550,000 48.827% 24.945%
Investor CCC - 0.000% 0.000%
Investor DDD - - 0.000% 0.000%
Warrants (Ser A) - 172,500 3.303% 1.687%
Total Series A Preferred 5,050,000 5,222,500 100.000% 51.088%

Common % of Common
Founders 2,998,303 59.966% 29.330%
Empl (option pool) 2,001,697 40.034% 19.581%
Total Common 5,000,000 48.912%

Total Equity 5,050,000 10,222,500 100.000%

Total shares "pre" (incl option pool) 5,000,000
"Post-money" valuation 10,050,000
Series B
"Pre-money" valuation ($s) 30,000,000
Ser B Pref Price / sh $1.47
Forward Split 2 shares for 1 share
Totals
post - B
invstmt, $s shares % of Ser B Rnd % owned FD
Series A Pref
Investor AAA 2,500,000 5,000,000
Investor BBB 2,550,000 5,100,000
Investor CCC - -
Investor DDD - -
Warrants (Ser A) - 345,000
Total Series A Preferred 5,050,000 10,445,000

Series B Pref
Investor AAA 5,000,000 3,407,503 49.702%
Investor BBB 2,500,000 1,703,752 24.851%
Investor CCC 2,500,002 1,703,753 24.851%
Investor DDD - - 0.000%
Warrants (Ser B) - 40,816 0.595%
Total Series B Preferred 10,000,002 6,855,824 100.000%

Total Preferred
Investor AAA 7,500,000 8,407,503 30.796%
Investor BBB 5,050,000 6,803,752 24.921%
Investor CCC 2,500,002 1,703,753 6.241%
Investor DDD - - 0.000%
Total Warrants - 385,816 1.413%
Total Preferred 15,050,002 17,300,824 63.371%

Common
Founders 5,996,606 21.965%
Empl (options exercised and outstanding) 2,926,068 10.718%
Empl (remaining pool) 1,077,326 3.946%
Empl (add'ns to option pool) - 0.000%
Total Common 10,000,000 36.629%

Total Equity 15,050,002 27,300,824 100.000%

Total shares "pre" (incl add'ns to option pool) 20,445,000
"Post-money" valuation 40,000,002
Series C
"Pre-money" valuation ($s) 70,031,068
Ser C Pref Price / sh $2.51
Forward Split 1 shares for 1 share
Totals
post - C
invstmt, $s shares % of Ser C Rnd % owned FD
Series A Pref
Investor AAA 2,500,000 5,000,000
Investor BBB 2,550,000 5,100,000
Investor CCC - -
Investor DDD - -
Warrants (Ser A) - 345,000
Total Series A Preferred 5,050,000 10,445,000

Series B Pref
Investor AAA 5,000,000 3,407,503
Investor BBB 2,500,000 1,703,752
Investor CCC 2,500,002 1,703,753
Investor DDD - -
Warrants (Ser B) - 40,816
Total Series B Preferred 10,000,002 6,855,824

Series C Pref
Investor AAA 5,000,000 1,992,032 50.000%
Investor BBB 5,000,000 1,992,032 50.000%
Investor CCC - 0.000%
Investor DDD - 0.000%
Warrants (Ser C) - - 0.000%
Total Series C Preferred 10,000,000 3,984,064 100.000%

Total Preferred
Investor AAA 12,500,000 10,399,535 32.616%
Investor BBB 10,050,000 8,795,784 27.586%
Investor CCC 2,500,002 1,703,753 5.343%
Investor DDD - - 0.000%
Total Warrants - 385,816 1.210%
Total Preferred 25,050,002 21,284,888 66.755%

Common
Founders 5,996,606 18.807%
Empl (options exercised and outstanding) 3,270,468 10.257%
Empl (remaining pool) 732,926 2.299%
Empl (add'ns to option pool) 600,000 1.882%
Total Common 10,600,000 33.245%

Total Equity 25,050,002 31,884,888 100.000%

Total shares "pre" (incl add'ns to option pool) 27,900,824
"Post-money" valuation 80,031,068