Effective Pre-Money Pre-Money Post-Money

Misc Inputs and Outputs $4,423,077 Share Price $6,000,000 Post-Money Pool $10,000,000 Debt Discount Series A Cap Table Investment $2,000,000 $2,000,000 $4,000,000 $25,000 $25,000 $50,000 Shares 2,080,000 2,080,000 4,160,000 40,000 40,000 80,000

$0.961538 15% 35%

Series A Investor 1 Series A Investor 2 Total Series A Lender 1 Lender 2 Total Seed Debt Common Stock and Pre-Money Options Post-Money Options Total

Ownership 20.00% 20.00% 40.00% 0.38% 0.38% 0.77%

4,600,000 1,560,000 10,400,000 Summary Pre-Money Post-Money 38.46% 40.77% 20.77% 100.00%

44.23% (from the 2nd worksheet) 15.00% 100.00%

$4,050,000

Share Value $3,846,154 $4,076,923 $2,076,923 $10,000,000

Exit Value $19,230,769 $20,384,615 $10,384,615 $50,000,000

Founders Preferred All Options Total

86.96% 0.00% 13.04% 100.00%

Instructions!!! Everything is calculated from the blue numbers in both worksheets. Fill them in.

Notes We assume that all of the Debt and Post-Money Options come out of the Pre-Money. We assume that all of the Pre-Money Options have been allocated. Effective Pre-Money is the value of the Common Stock and Pre-Money Options, i.e. it does not include th Debt calculations do not include interest payments. Exit Value assumes there is no liquidation preference and no additional dilution before an exit. Share Value assumes that the Common Stock's fair market value is equal to the Share Price; in reality, the Common Stock's fair market value is much lower than the Share Price.

Calculations For your information, after you fill in the blue numbers, the main variables are calculated with the followin These are useful if you want to customize the spreadsheet. Post-Money = Pre-Money + Total Series A Share Price = (Pre-Money - Post Money x Post-Money Pool - Total Seed Debt / (1 - Debt Discount)) / Com Effective Pre-Money = Share Price x Common Stock and Pre-Money Options Post-Money Options = Post Money x Post-Money Pool / Share Price Investor Shares = Investment / Share Price Lender Shares = Investment / (Share Price x (1 - Debt Discount))

the 2nd worksheet)

, i.e. it does not include the Debt and Post-Money Options.

before an exit. e Share Price;

alculated with the following equations.

(1 - Debt Discount)) / Common Stock and Pre-Money Options

Common Stock and Pre-Money Options Shares Common Stock Founder 1 2,000,000 Founder 2 2,000,000 Total Common 4,000,000 Pre-Money Options Employee 200,000 Employee 100,000 Employee 100,000 Employee 100,000 Employee 100,000 Total Options 600,000 Common Stock and Pre-Money Options 4,600,000 Post-Money Share Value 19.23% 19.23% 38.46% $1,923,077 $1,923,077 $3,846,154 Exit Value $9,615,385 $9,615,385 $19,230,769

1.92% 0.96% 0.96% 0.96% 0.96% 5.77% 44.23%

$192,308 $96,154 $96,154 $96,154 $96,154 $576,923 $4,423,077

$961,538 $480,769 $480,769 $480,769 $480,769 $2,884,615 $22,115,385

Yo! Thanks for buying this cap table. Please dont make copies of this spreadsheet. You can buy it at http://venturehacks.com/articles/cap-table Disclaimer - Read This! Use this spreadsheet to learn more about cap tables and illustrate what your cap table might look like. Then hire a lawyer to Copyright Venture Hacks Version 0.9 (Oct 24 2009) http://venturehacks.com/ (You can always find the latest version at http://venturehacks.com/articles/cap-table )