Offering Process ONBOARDING Listing •Initial call with OfferBoard banker •Execution of engagement letter •Submission of Listing Application on OfferBoard.com •Finalization and approval of profile •Profile listed on OfferBoard •Mandatory diligence checks (EarlyIQ) • Fundability Score TM •Executive Summary •Draft profile creation •Investor marketing initiated DOCUMENTS SELLING DOCS • Investor deck PPM • Videos (optional) • Review by OfferBoard MARKETING CLOSING •Investor solicitation and communication •Subscription agreement execution •Virtual road shows •Escrow agreement execution •Investor accreditation & suitability checks (EarlyIQ) •Escrow funded by investors •DD Checklist provided by OfferBoard •Term sheet execution •Virtual Data Room set up •Escrow released to Issuer when target amount reached •Due diligence by investors DUE DILIGENCE BINDER •Review by OfferBoard •Shares issued to investors • Deal closed • Reg D filings © Carrollton Capital Partners, LLC (d/b/a OfferBoard), member FINRA/SIPC 2 ONBOARDING 3 ONBOARDING PROCESS Initial call with offerboard banker Submission of Listing application •Register as an issuer on offerboard.com to access listing application • Listing application allows OfferBoard to: •Introduction to OfferBoard platform and services •Discussion of issuer’s business & financing needs • Overview of OfferBoard’s placement process 1. Initiate listing process 2.Perform mandatory diligence checks 3.Prepare draft issuer profile • Discussion of engagement terms Fundability score •Proprietary scoring system for issuersrates to •The Fundability Score evaluate likelihood’sofattractiveness raising capital on to company OfferBoard platform 2 Executive summary a investors based on user input •Fundability Score uses historical transactions to review companies across 60+ criteria •Issuer provides executive summary of business to OfferBoard Mandatory diligence checkS •Includes Patriot Act, OFAC and Regulation D 506(c) / bad actor checks on key management and large shareholder • Performed by an independent firm, EarlyIQ Draft listing profile •OfferBoard prepares preliminary listing profile •Profile is kept strictly private and shared with issuer only for review and comments •The score is strictly private and only visible to issuer and OfferBoard 4 LISTING 5 LISTING PROCESS 1 Offerboard Engagement Agreement Contract provided by OfferBoard for one of two mandates: • Platform-based mandate under Reg D 506(c) 2 Finalization & Approval Of Listing Profile • OfferBoard works with issuer to finalize listing profile 3 Issuer Profile Listed on the Board Profile listed in one of three models (issuer’s choice): •VIP mode: profile not visible on website; this applies to 506(b) mandates only • Service-based mandate under Reg D 506(b); traditional private placement •Anonymous mode: issuer name not disclosed in profile • Execution of engagement letter required to proceed • Public mode: issuer name disclosed in profile 6 SELLING MATERIALS & DUE DILIGENCE BINDER 7 SELLING MATERIALS Required Selling Materials • Executive Summary /Teaser • Investor presentation • Detailed presentation of business in slide format • Considered confidential document; shared with interested investors under NDA or with prior issuer consent • Private Placement Memorandum • Should cover detailed business, legal and risk profile, prepared by issuer and issuer’s legal counsel • Considered confidential document; shared with interested investors under NDA or with prior issuer consent • OfferBoard can assist in the development of PPMs. Optional selling materials • Videos, press articles and multimedia AL L S ELLI N G MA T E R I A L S AR E SU B J EC T T O RE V I E W AN D AP P R OVA L B Y OF F E R B OAR D / TH I R D PA R T Y EV A LU A TO R 8 DUE DILIGENCE BINDER •Due Diligence Checklist provided by OfferBoard •All documents organized in private Virtual Data Room (VDR) provided by OfferBoard • Executive Summary / teaser • Investor presentation •Documents are uploaded by issuer to VDR folders set up by OfferBoard • Detailed presentation of business in slide format • Considered confidential document; shared with interested investors under NDA or with prior issuer consent •VDR materials are confidential and made available to interested investors under NDA or with prior issuer consent •Additional documents may be requested depending on investors’ due diligence requirements AL L DU E DI L I GE NC E DOC UM E NT S AR E SU B J EC T T O RE V I E W AN D AP P R OVA L B Y OF F E R B OAR D / TH I R D PA R T Y EV A LU A TO R 9 Marketing 10 MARKETING AND INVESTOR ENGAGEMENT Investor solicitation: provide profile visibility to investors on OfferBoard platform and within our networks Virtual road shows: issuer pitches in webinar format organized by OfferBoard •Investors invited to live webinar •Webinar archived for future viewing by interested investors 11 INVESTOR PROCESS Investor Accreditation Checks • Only accredited investors permitted under Title II of JOBS Act • Interested investors’ accreditation checked and confirmed by OfferBoard using EarlyIQ Term Sheet Execution • Issuer’s term sheet negotiated and executed with lead / large investor(s) • Term sheet not generally negotiated with smaller investors; required to execute as is Investor’s Due Diligence • Access to Virtual Data Room provided under term sheet • Management calls and meetings if required. 12 Closing 13 CLOSING PROCESS Subscription Agreement 2 Escrow Agreement Escrow funded by investors (Multiple fundings) •Issuer’s subscription agreement negotiated and executed with lead / large investors •Escrow agreement executed contemporaneously with subscription agreement •Investment funds transferred by investors to escrow through secure escrow transaction service •Subscription agreements not generally negotiated with smaller investors; required to sign as is • Escrow services facilitated by OfferBoard •Funds held in escrow until target funding amount is achieved •Funds in escrow released to issuer when target amount is met or exceeded 4 Issuance of Shares to investors •Upon release of escrow funds to issuer, dematerialized shares of issuer are transferred to investors •Regulation D filing: Statutory filing made by issuer to SEC within 15 days of closing. 14
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