What can BrownRidge Do for You?

Services and Offerings ✦ Equity Stock offering thru Private Placement. ✦ Debt Offering thru Private Placement. ✦ Creating and Structuring Stock Allocation for your company. ✦ Mergers and Acquisitions ✦ Due Diligence ✦ Financial Analysis ✦ Portfolio Management

Private Placement Process Allocation of Shares Pricing of Shares Completed Transaction ReRece

Potential Share Allocation 3rd Investor 2nd Investor 1st Investor Founder/Owner

Purpose of PPM The purpose of a PPM or Private Placement Memorandum is to allow a small business to secure funding through non-traditional means. This means issuing non public shares to investors. The PPM is the document outlining the deal and the method is a direct public offering. This allows us to sell shares directly to the public up to 5,000,000.

What a PPM can do you. Provide needed capital Allow you future access to capital markets Easy transaction when it's time to go public An established capital structure. What can a PPM do for you?

What we will do. Create a capital structure for you. This means instructing you on how many shares to issues and how much to ask for each share. We will create the PPM documents for you and deliver them to investors upon demand. We will serve as an investor relations for you., meaning we will answer any questions and allow you to. focus on the business. We will create financial statements for you per period and have them audited per request.

The Government's description of a PPM

Rule 505 of Regulation D Rule 505 of Regulation D allows some companies offering their securities to have those securities exempted from the registration requirements of the federal securities laws. To qualify for this exemption, a company: Can only offer and sell up to $5 million of its securities in any 12-month period; May sell to an unlimited number of "accredited investors" and up to 35 other persons who do not need to satisfy the sophistication or wealth standards associated with other exemptions; Must inform purchasers that they receive "restricted" securities, meaning that the securities cannot be sold for six months or longer without registering them; and Cannot use general solicitation or advertising to sell the securities.

Things to consider Participating in a PPM reduces ownership You will not only acquire cash but also shareholders You will be required to maintain financial records.

Investing in a high-growth consumer business has never been easier. You can find and invest in the consumer brands you believe in, and receive equity in return. Here's how: Passionate consumer entrepreneurs share their company and vision. Investors like you evaluate the plans and choose to invest. When enough capital has been committed, the fundraising "closes" and your investment is complete. You become an owner of the company! As an investor, you get: Direct equity in the business. Your ownership will be proportional to the amount you invest. As the company grows, so will your equity investment. This ownership will allow you to receive distributions when the business is sold or if dividends are paid. The opportunity to build and diversify your private investment portfolio. How CrowdFunding Work

Wrapping up Partnering with BrownRidge Capital is an advantageous as well as creative way to receive financing beyond ordinary means. We strive to work extremely hard for each and every client to help you pursue your dreams of starting a business. Typically financing is the bigger obstacle that stands in the way and thanks to PPMs and private investor financing this is a reality. Please contact us