Capitalization Table

Pro Forma Assumptions

Note: Pro forma assumes full $550K raise at $1.03/share (533,981 new shares). Pre-money: $10.3M · Post-money: ~$10.85M. Bridge note ($120K) repaid in cash at close — not converted to equity in base case. Investor names and individual allocations to be updated as round closes. Reconciles to corporate legal documents maintained by General Counsel Pat Veilleux.

Total authorized shares: 10,000,000 (10,000,000). Subject to increase by Board resolution and shareholder approval. Delaware C-Corporation — no par value or nominal par value shares. Charter documents on file with General Counsel.

Class A Founding Shares: Luke Jensen only — double voting rights, 47% founding stake. Class C Founding Shares: All co-founding team members (Pat, Jon, Oracle Studios 15% (Andreas & Mike Demou), George, Erin, Ed, and QINVST). Class B Preferred Stock: All pre-seed and future investors — no voting rights. Pre-seed investors ($510K) at $0.425/share; Proof Round investors at $1.03/share. All classes reconcile to the Certificate of Incorporation and Equity Incentive Plan documents.

Total option pool approved: 4,100,000 shares (placeholder — to be confirmed with General Counsel). Granted: 4,100,000. Available: 0 (placeholder). Pool size and remaining availability to be verified against the EIP and individual grant agreements. Available pool dilutes all shareholders equally.

Proof Round price: $1.03/share. Total raise: $550K. New shares issued: 533,981. Post-money valuation: $10.3M. Bridge note ($120K repayment) expected to be settled in cash at close, not converted — unless lender elects conversion on agreed terms.

VIBEUP INC. completed one prior external equity round: a Pre-Seed round of $510,000 at $0.425/share, resulting in the issuance of 1,200,000 Class B Preferred Stock shares to two investors. Class A Founding Shares were issued to Luke Jensen at incorporation (November 2024). Class C Founding Shares were issued to all co-founding team members in exchange for services, IP, and founding contributions. The current Proof Round ($550K at $1.03/share) is the second external equity event and the first priced round at the $10.3M pre-money valuation.

This cap table reconciles to: (1) Certificate of Incorporation and any amendments, (2) Board resolutions authorizing share issuances, (3) Equity Incentive Plan and individual grant agreements, (4) Bridge loan agreement, and (5) Historical financial statements (Appendix B). General Counsel Pat Veilleux maintains the master cap table spreadsheet. Discrepancies should be flagged to pat@vibeup.io.

Fields marked '— (placeholder)' will be updated as: (a) Proof Round closes and investor names/allocations are confirmed, (b) 409A valuation is obtained, and (c) available option pool is reconciled against all executed grant agreements. The cap table spreadsheet in the data room is the single source of truth.