Sarah Kovenock and Ellie Braun Stock Legal, LLC 4512 West Pine Blvd. St. Louis, MO 63108 Phone: (314) 297-0855 Email: sarah.kovenock@stocklegal.com ellie.braun@stocklegal.com Website: www.stocklegal.com

DEMYSTIFYING CRITICAL LEGAL DOCUMENTS WHAT YOU NEED TO KNOW AND WHY October 16, 2017 General overview – From cradle to grave; incorporation to exit Who has formed a company? Who has raised capital? Who has contracted? Anyone exited?

OVERVIEW FORMATION OF LLC CONFIDENTIALITY AGREEMENT ENGAGING WITH EMPLOYEES AND INDEPENDENT CONTRACTORS GENERAL CONTRACTING: CUSTOMERS AND SUPPLIERS CAPITAL RAISE: SUBSCRIPTION DOCUMENTS

FORMATION OF A LIMITED LIABILITY COMPANY LLC v. Corporations Lingo Members Membership Interest/Units Manager Managed or Member Managed Officers

FORMATION OF A LIMITED LIABILITY COMPANY (cont.) Articles of Organization Operating Agreement EIN – Employer Identification Number

Confidentiality Agreement Definition of Confidential Information Use of Confidential Information Flavors Investor (Use = Investment consideration) Employee (Use = Performing job) Independent Contractor (Use = Performing task) General Contracting (Use = Providing services) Exit (Use = Evaluating potential transaction)

ENGAGING EMPLOYEES AND INDEPENDENT CONTRACTORS Confidentiality Agreement Employee v. Independent Contractor 20 Factor Test Employment Agreement Independent Contractor Agreement At Will Non-Compete Non-Solicitation Insurance Invention Assignment

GENERAL CONTRACTING: CUSTOMERS AND SUPPLIERS Confidentiality Agreement Master Services Agreement (MSA) Schedule of Work Insurance License to Use Intellectual Property

CAPITAL RAISE: SUBSCRIPTION DOCUMENTS Confidentiality Agreement Term Sheet Type of Raise Securities Law Material Disclosures Personal Liability

SUBSCRIPTION DOCUMENTS (cont.) Umbrella Subscription Package Instructions for Completion Where to Send Funds Who to Contact for More Information Subscription Agreement Purchase Agreement (Terms) Exhibits Operating Agreement (LLC) with Joinder Alternative– Convertible Note Risk Factors Investor Questionnaire Business Plan Projections Sources and Uses Alternative - Private Placement Memorandum

CONCLUSION FORMATION OF LLC CONFIDENTIALITY AGREEMENT ENGAGING WITH EMPLOYEES AND INDEPENDENT CONTRACTORS GENERAL CONTRACTING: CUSTOMERS AND SUPPLIERS CAPITAL RAISE: SUBSCRIPTION DOCUMENTS

Sarah Kovenock and Ellie Braun Stock Legal, LLC 4512 West Pine Blvd. St. Louis, MO 63108 Phone: (314) 297-0855 Email: sarah.kovenock@stocklegal.com ellie.braun@stocklegal.com Website: www.stocklegal.com