Service Packages

Entity

Entity Formation for Multi-Shareholder
Delaware C-Corp Package

Description of Package and Services: Overview on different corporate structure options and benefits. Preparation of Certificate of Incorporation, Action of Sole Incorporator, Bylaws, Organizational Minutes, EIN, Qualification to do business (1 state).

Entity Formation for Multi-Shareholder Delaware C-Corp (with Shareholder Agreement) Package

Description of Package and Services: Overview on different corporate structure options and benefits. Preparation of Certificate of Incorporation, Action of Sole Incorporator, Bylaws, Organizational Minutes, EIN, Qualification to do business (1 state). Includes: Proprietary Information and Invention Assignment Agreement (PIIAA), Founders Restricted Stock Purchase Agreements, and Shareholder Agreement.

Conversion from Single Member Delaware LLC to a Delaware C-Corp

Description of Package and Services: Audit and review of LLC Documents. Preparation of Certificates of Conversion, Plan of Conversion, Action of Sole Incorporator, Bylaws, Organizational Minutes, Founders Restricted Stock Purchase Agreements, Qualification to do business (1 state).

NEXT Annex to Engagement Letter
Conversion from Multi-Member LLC to Delaware C-Corp Package

Description of Package and Services: Audit and review of LLC Documents. Preparation of Certificates of Conversion (Delaware and Foreign Jurisdictions), Plan of Conversion, Action of Sole Incorporator, Bylaws, Organizational Minutes, Founders Restricted Stock Purchase Agreements, Qualification to do business (1 state).

Entity Formation for Single Member Delaware LLC

Description of Package and Services: Overview on different corporate structure options and benefits. Preparation of Certificate of Organization, Operating Agreement, EIN, Foreign Qualification

Founders

Sand-Alone Stockholders Agreement For Multi- Shareholder Delaware C-Corp Package

Description of Package and Services: Draft customized Stockholders Agreement with rights and obligations for founders and third-party stakeholders. Covers a range of rights and obligations such as transfer restrictions, ROFR and Co-Sale, Drag Along, Preemptive Rights, Redemption Rights and Confidentiality.

Co-Founder Redemption & Release Agreement Package

Description of Package and Services: Provide guidance related to issues surrounding repurchasing shares owned by a co-founder leaving the company. Negotiation with existing Co-Founder. Draft a Co-Founder Redemption Agreement and a Release Agreement customized to your business needs.

CAP Table Onboard to CARTA

CARTA Cap Table INITAL Set Up and Onboarding Package

Description of Package and Services: Work with CARTA to set up account. Uploading to CARTA of existing Equity Holders, SAFEs, Convertible Notes, and Equity Incentive Plan Grants.

CARTA Cap Table Maintainence – Hourly

Description of Package and Services: Initial onboarding of stakeholder above 25 stakeholders. Ongoing uploading to CARTA of new Equity Issuances, SAFEs, Convertible Notes, and Equity Incentive Plan Grants and Exercises.

CARTA Cap Table Maintenance – Hourly

Description of Package and Services: Initial onboarding of stakeholder above 25 stakeholders. Ongoing uploading to CARTA of new Equity Issuances, SAFEs, Convertible Notes, and Equity Incentive Plan Grants and Exercises.

Employees, Consultants, Advisors

NEXT Annex to Engagement Letter
Employee Employment Package

Description of Package and Services: 1 Hour Consultation; Employment Application; Offer Letter, Restrictive Covenant customized to your business needs.

Consultant Package

Description of Package and Services: 1 Hour Consultation; Consultant Agreement with appropriate Restrictive Covenants customized to your business needs.

NEXT Annex to Engagement Letter
Advisory Board Package

Description of Package and Services: Advisor Agreement with appropriate Restrictive Covenants customized to your business needs.

NEXT Annex to Engagement Letter
Employee Termination and Release Package (First Employee Terminated)

Description of Package and Services: Employee Termination and Release Agreement customized to your business needs. Includes operationalization of termination of one (1) Employee. Complete Termination and Release Agreement. Prepare Redemption of unvested restricted common stock or termination of unvested stock options.

Per Employee Termination and  Release Package (After Purchasing Employee Termination and Release Package)

Description of Package and Services: Complete Termination and Release Agreement. Prepare Redemption of unvested restricted common stock or termination of unvested stock options.

Employee Handbook

Description of Package and Services: Employee Handbook covering up to 3 states.

Equity

Equity Incentive Plan

Description of Package and Services: Equity Incentive Plan, Model Grant Agreement, Model Stock Option Agreement, Model Exercise Agreement, Model Restricted Stock Agreement, strategy session on vesting schedule set up, Board Consent, and Stockholder Consent.

Pre-Seed/Seed Financing Round

Seed Financing: SAFE (Simple Agreement for Future Equity)
or Convertible Note Package

Description of Package and Services:

  • Strategic guidance on financing process;
  • Review prior corporate documents (Certificate of Incorporation, Bylaws and Stockholders Agreements) / Operating Agreement (if LLC), and Side Letter Agreements with prior investors);
  • Term Sheet preparation and negotiation;
  • Definitive Documents/Agreements preparation and negotiation (Form of Simple Agreement For Future Equity or Convertible Note Purchase Agreement, Convertible Note), Corporate Resolutions, and preparation of Accredited Investor Questionnaire;
  • Manage Closing;
  • Federal Level – SEC – Securities Filings; and
  • State Level Securities Filing.

NEXT Annex to Engagement Letter
Seed Financing: Series Seed Preferred Stock Package

Description of Package and Services:

  • Strategic guidance on financing process;
  • Review prior corporate documents relevant to transaction;
  • Term Sheet preparation and negotiation;
  • Definitive Documents/Agreements preparation and negotiation (Amended and Restated Certificate of Incorporation, Stock Purchase Agreement, Amended and Restated Investors Rights Agreement, Amended and Restated Right of First Refusal and Co-Sale Agreement, Amended and Restated Voting Agreement, Corporate Resolutions; Officer’s Certificates, Secretary’s Certificate, Disclosure Schedules, and preparation of Accredited Investor Questionnaire);
  • Manage Closing;
  • Federal Level – SEC – Securities Filings; and
  • State Level Securities Filing.

NEXT Annex to Engagement Letter
Series A Preferred Stock Financing Package

Description of Package and Services:

  • Strategic guidance on financing process;
  • Review prior corporate documents relevant to transaction;
  • Term Sheet preparation and negotiation;
  • Definitive Documents/Agreements reparation and negotiation (Amended and Restated Certificate of Incorporation, Stock Purchase Agreement, Amended and Restated Investors Rights Agreement, Amended and Restated Right of First Refusal and Co-Sale Agreement, Amended and Restated Voting Agreement, Corporate Resolutions; Officer’s Certificates, Opinion Letter, Management Rights Letter, Secretary’s Certificate, Disclosure Schedules, Risk disclosures, and preparation of Accredited Investor Questionnaire);
  • Manage Closing;
  • Federal Level – SEC – Securities Filings; and
  • State Level Securities Filing.

NEXT Annex to Engagement Letter
Regulation CF (Crowdfunding) Financing Package

Description of Package and Services:

  • Strategic guidance on financing process;
  • Review of all corporate governance documents in preparation for the raise including amending articles of incorporation, review of bylaws and/or operating agreement ;
  • Handle all disclosures and regulatory compliance with the SEC;
  • • Recommend a particular financial instrument and tailor the contract to fit your needs;
  • Review contracts, negotiate with vendors;
  • • Legal review of all advertising and offering materials;
  • Respond to any legal, regulatory, or compliance questions;
  • Draft answers (if needed) to investor questions on portal page

IP

NEXT Annex to Engagement Letter
Non-Disclosure Agreement Package

Description of Package and Services: Preparation of a mutual or one-way Non-Disclosure Agreement

NEXT Annex to Engagement Letter
Trademark Without Trademark Search or Analysis Package

Description of Package and Services: No trademark search or analysis. Filing 1 Federal Trademark Application in 1 Trademark Class.

NEXT Annex to Engagement Letter
Trademark with Complete Trademark Search and Analysis Package

Description of Package and Services: Complete trademark search and analysis, plus filing 1 Federal Trademark Application in 1 Trademark Class.

NEXT Annex to Engagement Letter
Simple Terms of Use and  Privacy Policy Package

Description of Package and Services: Prepare Simple Terms of Use and Privacy Policy

NEXT Annex to Engagement Letter
Full Ecommerce Site Terms of Use and Privacy Policy Package

Description of Package and Services: Prepare Full e-commerce website Terms of Use and Privacy Policy.

NEXT Annex to Engagement Letter
Full E-Commerce Terms of Use and End User License Agreement Package

Description of Package and Services: Prepare Full E-Commerce Terms of Use and End User License Agreement.

Customer Contracts

NEXT Annex to Engagement Letter
Custom Fixed Price Package

Description of Package and Services: Creation of a Custom Services or Other Commercial Agreement

Compliance

NEXT Annex to Engagement Letter
Legal Audit Package

Description of Package and Services: Legal Audit of prior legal formation related documents and founder equity issuances and identification of issues and risks

NEXT Annex to Engagement Letter 
Quarterly Board Meeting Package

Description of Package and Services:

  • 4 Board Meeting (One per Quarter)
  • Assist with preparation of Board Meeting Agenda
  • Attendance by Anthony Millin at Quarterly Board Meetings
  • Preparation of Board Meeting Minutes and Resolutions

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