Supporting Materials · Appendix P

Corporate Formation & Charter Documents

Complete corporate record for VIBEUP INC. — a Delaware C-Corporation. All formation documents, board consents, good standing certificates, and equity plan materials.

Cover Note — Corporate Record

VIBEUP INC. is incorporated as a Delaware C-Corporation. The documents in this section comprise the full corporate formation record from inception through September 2026. All documents are held by General Counsel Owen McGrann and available for review under NDA. Originals are filed with the State of Delaware and maintained in the corporate data room.

Confidential: Actual PDF documents are held in the secure data room and shared under NDA only. Contact luke@vibeup.io or hello@vibeup.io to request access.

Certificate of Incorporation

Sep 27 2024On file

Original certificate filed with the State of Delaware at formation.

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Certificate of Amendment

November 2024On file

Any amendments to authorized shares, corporate name, or structure post-formation.

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Bylaws & Operating Agreement

Corporate Bylaws

November 2024On file

Governs internal management, board structure, meeting procedures, and officer roles.

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Stockholders' Agreement

November 2024On file

Refiling in Scale Round

Covers stockholder rights, transfer restrictions, tag-along/drag-along, and ROFR provisions.

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Good Standing & Qualifications

Certificate of Good Standing — Delaware

April 2026On file

Confirms the corporation is in good standing with the State of Delaware. Certificate issued April 7, 2026.

Foreign Qualification Certificates

Not Applicable

Filed in any state where VIBEUP operates offices or employs staff. None currently required.

Incorporator & Board Consents

Incorporator Action in Lieu of Meeting

Not Yet Applicable

Ratifies formation, appoints initial directors and officers.

Initial Board of Directors Consent

Not Yet Applicable

Approves bylaws, officer appointments, banking resolutions, and equity plan adoption.

Board Resolutions — Ongoing

Not Yet Applicable

Written consents for material actions: financing, IP assignments, employment agreements, and cap table changes.

Equity, Stock, Service, and Investor Agreements

Restricted Stock Purchase Agreements & Service Agreements

2025On file

Luke Jensen (26.55%) and Nicholas Jensen (26.55%) — Class A Founding Shares (double vote, 50% non-dilution floor). Applicable vesting and repurchase provisions apply. Class C Shares: Andreas Demou (15%), Erin Schirack (5%), George Georgiou (5%), Jonathan Ofori-Amoah (3%). All subject to applicable vesting schedules. Template used for all team restricted stock agreements. Includes vesting schedule, transfer restrictions, and repurchase provisions. All team members have signed the Services Agreement template (effective June 1, 2025), governing scope of services, IP assignment, confidentiality, and compensation terms.

Restricted Stock Purchase Agreement Template Services Agreement Template

409A Valuation

To be obtained at Scale Round close

Independent 409A valuation to establish fair market value for future option grants.

Investor Subscription Agreements

2025On file

All investment agreements and loan documentation for the company, including 2 financing rounds and 2 debt instruments. Full records maintained by General Counsel.

Request Data Room Access

All original PDFs (certificates, signed agreements, consents, and grant documents) are available in the secure data room under NDA. Contact luke@vibeup.io to request access. Turnaround: 24–48 hours.

Confidential · September 2026 · For accredited investors only · Documents held by General Counsel Owen McGrann · NDA required for full access