Supporting Materials · Appendix V

Current Round Terms Summary

One-page summary of the active Proof Round raise as of March 24, 2026. Consistent with Use of Funds (Appendix K), the Financial Model (Appendix C), and the Cap Table (Appendix U). Draft subscription agreement and term sheet available in the data room under NDA.

$550K

Target raise

$1.03

Price per share

$10.3M

Pre-money valuation

Class B Preferred

Instrument

Q2 2026

Target close

Subscription Agreement: Template available for review. Contact pat@vibeup.io to initiate closing — executed agreement issued upon investor commitment. Download Template →

Round Terms

Round Name	Proof Round
Instrument	Class B Preferred Stock (equity round)
Target Amount	$550,000 USD
Share Price	$1.03 per share
Shares Offered	~533,981 shares
Pre-Money Valuation	$10.3M
Post-Money Valuation	~$10.85M (at full raise of $550K)
Valuation Basis	$10.3M pre-money / ~10M fully diluted shares
Conversion Cap	N/A — equity round (not a note)
Discount	N/A — equity round
Minimum Investment	$25,000 USD
Closing Mechanics	Rolling closes accepted — first close targeted April 2026
Closing Deadline	— (target Q2 2026)
Bridge Loans + Options Outstanding	$100K principal + $20K fees = $120K due at close (cash, not convertible). 600K options at $0.37/share (300K per investor, vesting upon repayment)
Promissory Note Outstanding	~$50K USD principal + 8% simple interest (accruing), payable on demand after May 17, 2026. Non-convertible.

Key Investor Rights

Information Rights

Included

Quarterly financial reporting (P&L, cash position, KPIs) and annual audited statements to all investors holding 1%+ of issued shares.

Pro-Rata Participation

Included

All Proof Round investors receive pro-rata rights to participate in future equity rounds at their ownership percentage, subject to standard carve-outs.

Board Representation

No change

No new board seats granted at Proof Round. Board remains: Luke Jensen (CEO), Jonathan Ofori-Amoah (CPO), Pat Veilleux (Secretary/GC). Board expansion planned at Scale Round close.

Observer Rights

TBD

— (placeholder — observer seat may be offered to lead investor at counsel's discretion)

Anti-Dilution

TBD

— (placeholder — to be confirmed in term sheet. Broad-based weighted average or none expected at this stage.)

Drag-Along / Tag-Along

Standard

Standard drag-along and tag-along provisions apply per corporate bylaws.

Right of First Refusal (ROFR)

Included

Company and then existing shareholders hold ROFR on any secondary share transfers.

Voting Rights

Class A: 2 votes · Class C: 1 vote · Class B: 0 votes

Class A Founding Shares (Luke Jensen) carry double voting rights. Class C Founding Shares carry single voting rights. Class B Preferred Stock (Proof Round investors) carries no voting rights.

Liquidation Preference

1× non-participating

1× non-participating liquidation preference on Common B shares. Investors receive their investment back before common in a liquidation event.

Dividend Rights

Non-cumulative

No cumulative dividends. Discretionary dividends may be declared by the Board from net profits (see Appendix L — Dividend Pathway).

Board Changes

No board changes at Proof Round close. Current board: Luke Jensen (CEO, double vote), Jonathan Ofori-Amoah (CPO), Pat Veilleux (Secretary/GC).

Board expansion is planned at Scale Round close (Q3 2026) — anticipated to include one independent director and one investor director seat. Observer rights may be granted to Proof Round lead investor at General Counsel's discretion. — (placeholder — confirm final board structure with counsel at close.)

Closing Mechanics & Timeline

Now – April 2026

Active fundraising & investor onboarding

Presentations, data room access, NDA execution, and subscription agreements issued.

April 2026

First close (target)

Minimum ~$150K–$200K to fund Q1–Q2 operations and Android launch prep.

May 2026

Continued closes

Ongoing closes as investors commit. Beta expands to thousands of users.

June 2026

Final close (target) + Revenue Day 1

Round closes. Public GTM begins. Revenue starts. Bridge note repaid.

Q3 2026

Scale Round triggered

$3M–$8M Scale Round opened once PMF is proven post-launch.

Consistency with Supporting Documents

Use of Funds (Appendix K)

Proof Round net proceeds ($430K deployable after bridge repayment) reconcile to the capital allocation waterfall: Engineering $180K, Marketing $110K, Team $85K, Infrastructure $60K, Contingency $115K — less $120K bridge repayment.

Financial Model (Appendix C)

Revenue Day 1 (June 2026) and FCF-positive target (Q3 2026) are consistent with the $550K Proof Round covering operations through launch. Scale Round at Q3 2026 is the next funding milestone in the 10-year model.

Cap Table (Appendix U)

~533,981 new Common B shares at $1.03/share. Pre-money $10.3M · Post-money ~$10.85M. Consistent with pro forma cap table in Appendix U.

Historical Financials (Appendix B)

Opening cash ~$25K (March 2026) reflects prior burn, bridge loans received, promissory note outstanding. Proof Round proceeds ($550K) fund through revenue launch after repaying bridge loans ($120K).

Debt & Instruments (Appendix W)

Complete debt summary: Promissory Note ($50K USD / CAD $71,086 principal + 8% interest, non-convertible, demand post-May 17) and Bridge Loans ($100K + 600K options at $0.37/share, non-convertible).

General Counsel Note

All round terms, investor rights, and closing mechanics described above are subject to final documentation by Pat Veilleux, General Counsel (ex-Shopify Senior Counsel). The executed subscription agreement and any side letters constitute the definitive legal terms. This summary is for investor reference only and does not constitute a binding offer. Contact pat@vibeup.io with any questions on terms or documentation.

Subscription Agreement template: Download PDF. Governing Law: Delaware. Jurisdiction: US District Court, Eastern District of Wisconsin (Milwaukee County). Executed agreements issued upon investor commitment by General Counsel.