SAMPLE CAP TABLE FORECAST(Thousands)

This spreadsheet is a simple tool I customize to examine the equity dynamics of a potential startupReplace the placeholder investment percentages (which set valuation) based on current market conditions and your situation. Hard-coded inputs are in blue. Hope it is useful! -- Giff Constable

FoundingHolder Shares % NOTESFounder 1 300 30.00% Zero out % if you have fewer founders; make sure it adds up to 100%Founder 2 300 30.00%Founder 3 300 30.00%Founder 4 100 10.00%Total Shares 1,000.0 100.0%

Interim Expansion (if any)Holder Shares %Founder 1 300 29.27%Founder 2 300 29.27%Founder 3 300 29.27%Founder 4 100 9.76%New Teammate 0 0.00%New Teammate 0 0.00%Advisor 25 2.44%Total Shares 1,025.0 100.0%

Seed Round $50 10.0% Left input is amount to raise, right input is investor ownershipPreMoney Valuation $450Post $500

Holder Shares %Seed Investor 114 10.0%Founder 1 300 26.3%Founder 2 300 26.3%Founder 3 300 26.3%Founder 4 100 8.8%New Teammate 0 0.0%New Teammate 0 0.0%Advisor 25 2.2%Employee Options Pool Starter 0 0.0%Total Shares 1,139 100.0%

Angel Round $500 20.0% Left input is amount to raise, right input is investor ownershipPreMoney Valuation $2,000

Post $2,500

Holder Shares %Angel Investor(s) 322 20.0%Seed Investor 114 7.1%Founder 1 300 18.6%Founder 2 300 18.6%Founder 3 300 18.6%Founder 4 100 6.2%New Teammate 0 0.0%New Teammate 0 0.0%Advisor 25 1.6%Employee Options Pool Starter 0 0.0%Employee Option Pool 1 150 9.3% Total Options Pool:Total Shares 1,611 100.0%

A Round $2,500 25.0% Left input is amount to raise, right input is investor ownershipPreMoney Valuation $7,500Post $10,000

Holder Shares %A Investor 610 25.0%Angel Investor(s) 322 13.2% In this scenario, angels do not re-up (see B round for example of modeling a re-up)Seed Investor 114 4.7%Founder 1 300 12.3%Founder 2 300 12.3%Founder 3 300 12.3%Founder 4 100 4.1%New Teammate 0 0.0%New Teammate 0 0.0%Advisor 25 1.0%Employee Options Pool Starter 0 0.0%Employee Option Pool 1 150 6.1%Employee Option Pool 2 220 9.0% Total Options Pool:Total Shares 2,441 100.0%

B Round $4,000 20.0% Left input is amount to raise, right input is investor ownershipPreMoney Valuation $16,000Post $20,000

Holder Shares %B Round 623 20.0%

B Investor 455 14.6%A Investor re-up 168 5.4% In this scenario, A Investor re-ups to maintain ownership stakeA Investor 610 19.6%Angel Investor(s) 322 10.3%Seed Investor 114 3.7%Founder 1 300 9.6%

Founder 2 300 9.6%Founder 3 300 9.6%Founder 4 100 3.2%New Teammate 0 0.0%New Teammate 0 0.0%Advisor 25 0.8%Employee Options Pool Starter 0 0.0%Employee Option Pool 1 150 4.8%Employee Option Pool 2 220 7.1%Employee Option Pool 3 50 1.6% Total Options Pool:Total Shares 3,114 100.0%

ExitExit $50,000Value per Share ($) $16.05

Holder Ownership Return Investment MultipleB Investor 14.6% $7,299 $4,000 1.8xA Investor 25.0% $12,500 $2,500 5.0xAngel Investor(s) 10.3% $5,173 $500 10.3xSeed Investor 3.7% $1,828 $50 36.6xFounder 1 9.6% $4,816Founder 2 9.6% $4,816Founder 3 9.6% $4,816Founder 4 3.2% $1,605New Teammate 0.0% $0New Teammate 0.0% $0Advisor 0.8% $401Employee Options Pool 13.5% $6,743Total 100% $50,000 $7,050

Example Data Table

Multiple of Return for A Round InvestorTotal Exit A Investor Ownership Stake at Time of A Round

5.0x 15% 20% 25% 30%$10,000 0.6x 0.8x 1.0x 1.2x$30,000 1.8x 2.4x 3.0x 3.6x$50,000 3.0x 4.0x 5.0x 6.0x$70,000 4.2x 5.6x 7.0x 8.4x$90,000 5.4x 7.2x 9.0x 10.8x

$110,000 6.6x 8.8x 11.0x 13.2x$130,000 7.8x 10.4x 13.0x 15.6x$150,000 9.0x 12.0x 15.0x 18.0x$170,000 10.2x 13.6x 17.0x 20.4x$190,000 11.4x 15.2x 19.0x 22.8x

Original version equity scenario v1.2 created by Giff Constable, Nov 2009If you spot a bug, please let me know!http://giffconstable.com

Replace the placeholder investment percentages (which set valuation) based on current market conditions and

Zero out % if you have fewer founders; make sure it adds up to 100%

Left input is amount to raise, right input is investor ownership

Left input is amount to raise, right input is investor ownership

9.3%

Left input is amount to raise, right input is investor ownership

In this scenario, angels do not re-up (see B round for example of modeling a re-up)

15.2%

Left input is amount to raise, right input is investor ownership

In this scenario, A Investor re-ups to maintain ownership stake

13.5%

Multiple of Return for A Round InvestorA Investor Ownership Stake at Time of A Round

35% 40%1.4x 1.6x4.2x 4.8x7.0x 8.0x9.8x 11.2x

12.6x 14.4x15.4x 17.6x18.2x 20.8x21.0x 24.0x23.8x 27.2x26.6x 30.4x

C O N F I D E N T I A L D R A F T

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A DIVISION OF JEFFERIES COMPANY, INC.

Modeling Out Participation Caps

Note: This is a simple modeling example looking at the impact of liquidation and participation preferences

Pre Money $10.0Investment $5.0Post Money $15.0VC Ownership 33%Liquidation Pref 1.0xParticipation Cap 3.0xMax Preference $15.0

Exit Value Return to VC$0.0 $0.0 $0.0 $0.0 $0.0$5.0 $5.0 $0.0 $5.0 $1.7

$10.0 $6.7 $3.3 $6.7 $3.3$15.0 $8.3 $6.7 $8.3 $5.0$20.0 $10.0 $10.0 $10.0 $6.7$25.0 $11.7 $13.3 $11.7 $8.3$30.0 $13.3 $16.7 $13.3 $10.0$35.0 $15.0 $20.0 $15.0 $11.7$40.0 $15.0 $25.0 $16.7 $13.3$45.0 $15.0 $30.0 $18.3 $15.0$50.0 $16.7 $33.3 $20.0 $16.7

Exit Value Preference Participation Total$0.0 $0.0 $0.0 $0.0$5.0 $5.0 $0.0 $5.0

$10.0 $5.0 $1.7 $6.7$15.0 $5.0 $3.3 $8.3$20.0 $5.0 $5.0 $10.0$25.0 $5.0 $6.7 $11.7

Return to Common

VC Return w/o cap

VC Returns w/o Preference

$0.0 $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0 $45.0 $50.0$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

$40.0

Return to VC

Return to Common

VC Return w/o cap

VC Returns w/o Preference

Total Exit Value

C O N F I D E N T I A L D R A F T

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A DIVISION OF JEFFERIES COMPANY, INC.

$30.0 $5.0 $8.3 $13.3$35.0 $5.0 $10.0 $15.0$40.0 $5.0 $11.7 $16.7$45.0 $5.0 $13.3 $18.3$50.0 $5.0 $15.0 $20.0

$0.0 $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0 $45.0 $50.0$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

$40.0

Return to VC

Return to Common

VC Return w/o cap

VC Returns w/o Preference

Total Exit Value

C O N F I D E N T I A L D R A F T

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A DIVISION OF JEFFERIES COMPANY, INC.

$0.0 $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0 $45.0 $50.0$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

$40.0

Return to VC

Return to Common

VC Return w/o cap

VC Returns w/o Preference

Total Exit Value

C O N F I D E N T I A L D R A F T

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A DIVISION OF JEFFERIES COMPANY, INC.

$0.0 $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0 $45.0 $50.0$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

$40.0

Return to VC

Return to Common

VC Return w/o cap

VC Returns w/o Preference

Total Exit Value