1. Consider the following problem on an up round and down round.

In Stage 1, A (Angel) offers E $4mm for 20% of a company C. They spent the share price at $1.

• (a) Calculate the value of the company and provide the Cap Table.

In Stage 2, VC1 offers $4mm for company for 30% of the company and another VC (VC2) offers $4mm for 10% of the company. In Stage 2, assume that there is no antidilution policy (pari passu applies).

• (b) Calculate the price and value of the company based on these two VC offers.
• (c) Provide the Cap Tables for these two offers.
• (d) Discuss the relative prospects of E for these two offers. For example, in general, what would happen to E if the down round occurs first and the up round occurs? No calculations necessary.

2. What are the types of parties which are involved in startup until they become public companies? What types of securities do they hold at each stage?

3. A VC invests $1.5mm for 49.95% of company Q and receives a 2X Convertible Preferred Structure. What do VC and the Founder (F) receive for purchases of $2mm, $5mm, and $10mm? Compare this with the standard 1X Convertible Preferred Structure.

4. A founder invests $1mm in a startup and receives $8mm after 5 years. Express the gain on this transaction in two ways.

5. Describe briefly the purpose of each of the following terms:

(a) Pay-to-play

(b) Vesting

(c) Employee Pool

(d) Antidilution

(e) Protective Provisions

(f) Drag-Along Agreement

(g) Conversion

(h) Catch-up

(i) Common vs. Preferred Stock

(j) Covertible Preferred Stock

(k) Participating Convertible Preferred Stock

(l) Multiple Liquidation Preferences