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Capitalization Table

Current Ownership Structure​

100% Founder Ownership​

OwnerPercentageSharesMembership UnitsOwnership Type
Tou Tong Vang100.0%1,000,000100%LLC Member/Managing Member

Ownership Details​

Founder Ownership​

  • Name: Tou Tong Vang
  • Role: Founder, Managing Member, and CEO
  • Ownership Percentage: 100%
  • Membership Units: 100% of all membership units
  • Voting Rights: 100% of all voting rights
  • Economic Rights: 100% of all economic rights

Membership Structure​

  • Entity Type: Limited Liability Company (LLC)
  • Total Membership Units: 100 units (1 unit = 1%)
  • Voting Structure: One vote per membership unit
  • Economic Rights: Proportional to membership units

Governance Rights​

Founder Authority​

  • Full Control: Founder has complete control over all company decisions
  • Voting Control: 100% voting rights on all company matters
  • Management Rights: Sole authority to manage company operations
  • Strategic Control: Final authority on all strategic decisions

Member Rights​

  • Information Rights: Access to all company information and records
  • Inspection Rights: Right to inspect company books and records
  • Consent Rights: Consent required for major company decisions
  • Transfer Rights: Rights to transfer membership units subject to consent

Future Financing Considerations​

Potential Equity Structure​

Future equity issuances may include:

Investor Equity​

  • Preferred Units: May issue preferred membership units to investors
  • Dilution Impact: Any new equity will dilute founder's ownership percentage
  • Board Seats: Investors may require board representation
  • Protective Provisions: Investors may require protective provisions

Employee Equity​

  • Equity Compensation: May issue equity to key employees
  • Vesting Schedules: Typically subject to vesting over 4 years
  • Option Pool: May establish employee option pool
  • Dilution Effect: Employee equity will dilute founder ownership

Current No-Future Issuance​

  • Founder Control: No current plans for additional equity issuance
  • Self-Funded Operations: Company operates with founder capital
  • Future Flexibility: Structure allows for future equity raises if needed
  • Protection: Founder maintains full control until voluntary changes

Operating Agreement Controls​

Transfer Restrictions​

  • Consent Required: All membership unit transfers require founder consent
  • Right of First Refusal: Founder has right of first refusal on any transfers
  • Approved Transferees: Transfers only to approved transferees
  • No Forced Transfers: Founder cannot be forced to transfer ownership

Liquidity Events​

  • No Forced Sales: No obligation for founder to sell ownership
  • Tag-Along Rights: In case of any future sales, founder can participate
  • Drag-Along Rights: Founder can require other members to participate in sales
  • Anti-Dilution: Protection against future equity issuances

Tax Treatment​

  • Pass-Through Taxation: LLC structure provides pass-through taxation
  • No Corporate Tax: No corporate-level taxation
  • Member Tax Reporting: Tax benefits and obligations flow to founder
  • Qualified Business Income: Potential QBI deduction benefits
  • Limited Liability: Founder has limited personal liability
  • Piercing Protection: Strong corporate formalities maintained
  • Professional Liability: Protection for professional services
  • Intellectual Property: Strong IP protection under LLC structure

Financial Information​

Capitalization Philosophy​

  • Conservative Approach: Maintain founder control and simple structure
  • Growth Focus: Focus on business growth over immediate fundraising
  • Flexibility: Structure allows for future changes as needed
  • Founder Centric: All decisions designed to benefit founder interests

Investment Principles​

  • Founder First: Any future investment should benefit founder
  • Control Preservation: Maintain founder control over company direction
  • Value Creation: Investment should create value for all stakeholders
  • Growth Support: Investment should support business growth objectives

Future Structure Considerations​

Potential Changes​

  • Investment Rounds: May consider strategic investments in the future
  • Joint Ventures: May enter joint ventures while maintaining control
  • Corporate Structure: May convert to corporation for future growth
  • Public Offering: May consider public offering in distant future

Control Mechanisms​

  • Veto Rights: Founder retains veto rights over critical decisions
  • Board Control: Founder controls any future board appointments
  • Protective Provisions: Protective provisions for founder rights
  • Majority Ownership: Maintain majority ownership in any future scenarios

Documentation and Compliance​

Record Keeping​

  • Accurate Records: Maintain accurate and current ownership records
  • Legal Compliance: Full compliance with all LLC laws and regulations
  • Professional Review: Regular legal and tax professional review
  • Documentation Updates: Keep all documentation current and accurate

Communication​

  • Transparency: Full transparency on ownership and structure
  • Professional Advice: Regular consultation with legal and tax professionals
  • Strategic Planning: Regular review of ownership structure and strategy
  • Risk Management: Regular assessment of legal and financial risks

Document Classification: Internal Financial Document Access Level: Founder/Legal/Management Last Updated: November 26, 2025 Legal Review Required: Yes