#1G eShares Series A Investor Deck#2What is eShares?#3Public Company Services IPO Private Company Services eShares is capturing the next generation of IPOs And their shareholders' brokerage accounts. Transfer Agents Computershare AST Transfer & Trust Company, LLC LINK GROUPr Broadridge GOODWIN Perkins Coie PROCTER LLP GO GUNDERSON DETTMER eShares W&R Cooley Brokerages Morgan Stanley Fidelity INVESTMENTS Solium CAPITAL Merrill Lynch charles SCHWAB EXTRADE EASI COMPLIANCE WITH CONFIDENCE Exchanges NASDAQ NYSE New York Stock Exchange NASDAQ Private Market™ secondmarket#4We are an SEC registered Transfer Agent The first one focused on private companies. For now. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM TA-1 UNIFORM FORM FOR REGISTRATION AS A TRANSFER AGENT AND FOR AMENDMENTTO REGISTRATION PURSUANT TO SECTION 17A OF THESECURITIES EXCHANGE ACT OF 1934 Form TA-1 is to be used to register or amend registration as a transfer agent with the Comptroller of the GENERAL Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation or the Securities and Exchange Commission pursuant to Section 17A of the Securities I s Exchange Act of 1934. Read all instructions before completing this form Please print or type all responses Form Version 3.40 1(a). Filer CIK: 1568437 1(c). Live/Test Filling? LiveTest 1(e). Is this filing an amendment to a previous filing? Yes 1(e)(i). File Number 2. Appropriate regulatory agency (check one) Securities and Exchange Commission Board of Governors of the Federal Reserve System Federal Deposit Insurance Corporation Comptroller of the Currency Office of Thrift Supervision 3(a). Full Name of Registrant ESHARES INC 3(a)(i). Previous name, if being amended 3(b). Financial Industry Number Standard (FINS) number 348375 3(c). Address of principal office where transfer agent activities are, or will be performed 3(c)(i). Address 1 395 Page Mill Road 3(c)(ii). Address 2 3rd Floor 3(c)(iii). City Palo Alto 3(c)(iv). State or Country CA CALIFORNIA 3(cv). Postal Code APPROVED#5We issue electronic shares, options, debt, and derivatives And track ownership, restrictions, and shareholder information. Number CS-6 MeetScape MeetScape INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Emily Wilson Emily Wilson, President Shares 5,500 This certifies that Lee Garcia is the stockholder of Five Thousand Five Hundred (5,500) fully paid and non-assessable shares of Common (CS) Stock, par value $0.0001, of MeetScape, hereinafter designated the "Corporation, transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of the certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and the bylaws of the Corporation, to all of which each holder, by acceptance hereof, assents, and agrees to be bound. A statement of the rights, preferences, privileges and restrictions granted to or imposed upon each class or series of shares of stock of the Corporation authorized to be issued and upon the holders thereof as established by the Certificate of Incorporation or by any certificate of amendment may be obtained by any stockholder upon request and without charge at the principal office of the Corporation. TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE RESTRICTED. SEE LEGENDS ON REVERSE SIDE. Witness the electronic signatures of the Corporation's duly authorized officers. Dated: Jan 1, 2014 Emily Wilson Emily Wilson, Secretary hboards#6We automate their approval and compliance Including new issues, transfers, and settlement. Seller SIGN TO ISSUE THIS CERTIFICATE Your signature will appear on the front of the certificates. After they are signed, we'll send them to the shareholders. This action cannot be undone. X Emily Wilson CEO Send to shareholders SecondSight SIGN TO ACCEPT THIS CERTIFICATE Your signature confirms your receipt of this certificate. This action will complete your transaction. x Billy Johnson Shareholder Accept certificate Buyer#7Cap Tables MeetScape Pro forma off VESTING Ledgers Common 10 certificates18.OM authorized Emily Wilson 4 certificates VESTING VESTING 06/23/2014 Cap table Certificate CS-1 Issued Jan 31, 2013 Certificate CS-11 Issued Jun 18, 2014 Certificate CS-8 Issued Jan 02, 2014 - EIP Certificate CS-10 Issued Apr 01, 2014 > James Gillis 1 certificate > Richard Macaulay 1 certificate > Steve Forbes 1 certificate And track the shareholder registry And the shareholders portfolios. Holdings 409A Reports Today Vested 1,907,247 880,082 833,333 10,416 8,333 28,000 833,333 66,666 66,666 Portfolios MeetScape Certificates Ledgers Nojimo View: Corporation summary SA-1 Issued Oct. 16, 2013 CS-1 Issued Oct. 16, 2013 CS-2 Issued June 6, 2012 Duelplay View: Corporation summary SA-2 Issued Oct. 16, 2013 Cap table MeetScape View: Corporation summary Cap table S-1 Holdings 409A Actions Actions Actions Actions Actions Reports Shares 10,820,000 20,000 800,000 10,000,000 400,000 400,000 1,000,000 1,000,000 Cos $0.010 $ S#8How do you make money?#9We chose a transaction pricing model because: 1 2 We charge $20 per transaction Including issuance, transfers, and option exercises via ACH. 3 Increasing transaction volumes (like option exercises) increases revenue Companies are willing to pay more on a transaction fee model than subscription The pricing model stays consistent when we take companies public $100 plus issuance Free $20 per certificate $20 per certificate $20 per note 600 Full Service Conversion Our legal operations experts convert your paper certificates and options to electronic ones for $100, plus the cost to issue. Issue common certificates Send common stock to founders and advisors for free. Attach vesting schedules and purchase agreements. Issue LLC membership units Express voting and profit interest in a Limited Liability Company by issuing membership units. Issue preferred certificates Send preferred stock to investors. They get their own eShares dashboards to track their investments. Issue convertible notes Give your noteholders a dashboard to track their holdings. Convert debt to equity in one click. Issue options Son alf the#109 Ventures Certificates Tax and Accounting Holdings Nojimo View: Corporation sump SA-1 Warrants CS-2 Duelplay View: Corporation sum SA-2 Paste 145 Clear - Name Anne C. Caron Barbara C. Lemieux Billy Johnson MeetScape Brad S. Astle View: Corporation sum 9 Emily Wibon 10 Jake Pas . Reporting and Analysis £• Y• @ A Home Layout Tables Charts Data Edit Formulas Alignment abc- 11 James Bradberry 12 68 James C Jane Porter MeetScape Capitalization Table Breakdown A00/04/2014 S-1 Issue 13 15 14 Jared Firestone 15 Jason B. McNair 16 Jennie Craw 17 Jeremy D. Mac 18 Jesse C. Stewart 19 John Jones 20 Kevin McKnight 21 Krakatoa Ventures 22 Kuni Sugiyama 23 Lee Garcia 24 24 Mary Stuart And everything else is free. These features drive companies to issue shares on our platform. 25 26 26 Sandy S.Miller Richard Macaulay Font Calibri (Body) BI U MeetScape G View: Corporation sum 27 Simon Davis 26 28 20 GeFod Steve Forbes Fetele 29 Total shares outstanding Percentage outstanding SW-5 30 30 Oct 16, 20 31 Initial shares in plans 32 Exercised options and RSA 33 Remaining shares in plans 34 Fully diluted shares 2,618,000 2,500,000 15,000 100,000 10,820,000 100,000 5.333.000 69.6851 5,333,000 FLERGEN SmartArt . ME Common (CS) Series Seed (PS2) Series Seed (PS) Cost/share 0000% DOODM $0.0100739 D Wrap Text- meetscape_complete_captable 2014-07-24.xlsx 180,000 150,000 150,000 180,000 180,000 150,000 1,000,000 150,000 180,000 2.320.000 30.3149% 2,320,000 SE SEEM FMV/share $0.0100739 Mer 100% ? Review General Number Cap Table and Option Administration MeetScape Cap table Holdings 409A MeetScape Pro forma off- 54.00% Common Analytics and Modeling Cap table Ledgers 9,768,000 fully diluted shares 8,759,125 shares outstanding Ledgers Common 10 certificates 18.0M authorized Common shares 54 Preferred shares 22 Outstanding option Available options 10 06/23/2014 Format 8 9 11 5 4 common preferred options warrants notes Q- Search in Sheet Cels Holdings 409A Payout by series Themes Reports $40M $2.0M STOM $0.00 Reports PANE PA Yerine Se Today Vested 1,907,247 880,082 833,333 $30M Outstanding 5,378,500 2,618,000 2,500,000 Everyone converts to Comman after $2.563.520.00 $30M Round numbers Company acquisition price Fully Diluted 5,378,500 2,618,000 2,500,000 $40M Q Quick views Sha Ownership 55.0624488% 26.8018018 % 25.5937755% 2.5118755% 4095004% 2866502% 5937755% 0237510% 0237510% 4095004% 1535626% 0563063% 5389025% 2375102% 3.9414414%#11Then we bundle add-on services such as 409A And payment services for funding accounts and distributing payments. Service 409A Compliance-as-a-Service FAS123R (Stock Option Expense Accounting) SPV Formation and Administration (Special Purpose Vehicles) Dividend, Interest, and Revenue Distributions FAS 157, Taxes, Accounting, and other investor services CeShares $159/month $500/year $25,000/fund 2%/transfer (max $20) TBD#12How are you doing?#13Companies New companies New paying companies Transaction revenue Subscription revenue We are growing revenue 40% month/month With bigger and better companies. All figures by month $820 Jan 94 8 $820 $0 $3,576 Feb 88 17 $2,940 $636 $6,691 Mar 77 31 $5,419 $1,272 94 $17,362 Apr 94 47 $12,628 $4,734 $27,181 May 83 54 $20,409 $6,672 114 $36,523 Jun 114 63 $26,776 $9,747 $50,523 Jul 105 47 $38,426 $12,103 $71,532 Aug 100* 60* $60,000* $15,000* Revenue#14Cohorts continue to contribute over time Individual customer revenue is volatile but at smoothens at scale. $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $0 Jan-14 Feb-14 Monthly revenue showing contribution by cohort (each cohort is a colored band) Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Jul-14 Jun-14 May-14 Apr-14 Mar-14 Feb-14 Jan-14#15Brett Goldberg @brettmgoldberg Reply to @brettmgoldberg Anyone using @esharesinc to manage cap tables, stock certificates, etc online? Experiences to speak of if so? Thanks! Reply 13 Retweeted Favorite More RETWEETS 18 2 8:09 PM-30 Jan 2014 Our customers love us Check out our Twitter stream. Follow Yoav Lurie @yoavlurie - Jan 30 Gbrettmgoldberg we're looking at moving over to esharesinc -- really don't want to keep having someone else managing our corp book Details Reply 13 Retweeted Favorite More Ryan Howell Finsrud. Jan 30 Gbrettmgoldberg We're using it with an increasing number of our clients. So far we're delighted. The Gesharesinc team has been very helpful. Details Reply 13 Retweeted Favorite More Christian Hansen ©ChrHansen-Jan 30 Hi @brettmgoldberg we've been using Gesharesinc for about a month now. So far it looks great! Reply 13 Retweeted* Favorite More José Ancer Cancer Jan 31 Gbrettmgoldberg Gesharesinc haven't used cap table management much yet, but the core e-certificate offering is awesome. Details Reply 13 Retweeted Favorite More RETWEET 1 5:59 AM - 31 Jan 2014-Details Joel Jacobson @J_m_Jacobson Jan 31 Gbrettmgoldberg Quick, orderly & easy to create/manage the certificates & view cap tables. Cesharesinc team is great with any questions! Details Reply 13 Retweeted Favorite More 8 Nils Bunger NisBunger Jan 31 @brettmgoldberg Gesharesinc We finally got our startup cap table under control using them. Beats paying those overpriced attorneys! :) Reply 13 Retweeted* Favorite More ortf Bilal Zuberi @bznotes - Apr 11 Just told another portfolio company about @esharesinc during a Board mtg. Trust more companies (and VCS) to follow up :). cc: @ManuKumar Collapse eShares 13 Retweeted* Favorited. More RETWEETS 3 RETWEETS 2 FAVORITES 7 6:54 AM - 11 Apr 2014 - Details Scott Miller @sbmiller5 - Apr 2 I absolutely love this by @esharesinc 409a valuations that cost more than $3K are absurd. siliconhillslawyer.com/2014/03/15/409... Collapse FAVORITE 1 RETWEETS 3 26 8 2 794 8 Mate Zgombic @ZgombicMate Jan 31 Hi @brettmgoldberg. I use @esharesinc. Think it's great. Happy to chat by phone to give you more feedback. Cheers. Details Reply 1 Retweeted Favorite ... More Reply 13 Retweeted Favorited. More Kegan Schouwenburg @Kegan3D Mar 28 @Manukumar @bznotes we're jumping on @esharesinc bandwagon - makes totally sense to me Hide conversation FAVORITES 6 ReplyRetweeted* Favorited. More Daniel A. Chen @chenthusiast Feb 20 @esharesinc @gevaperry @ManuKumar Holy crap. I just chked out eshares and as a founder up to my eyeballs in options paperwork. I want. Hide conversation Reply Retweeted ✰ Favorite ... More#16yerdle Simple Energy VA SOLSYSTEMS I mean, they *really* love us Ask us for these and many more references. Andy Ruben to Michael, support Mike, this is amazing. Way to go. F$#% this is cool-having just send around 100's of digitized paper docs. Can I forward this email/this link to Matt Roberts at Cooley to help with additional information? He has been updating exact titles, etc. I can add emails for each holder. Yoav Lurie to Josef, bcc: me Apr 9 (4 days ago) Ankur Pansari to me Hi Henry, Hey man - your note went to my "bulk" folder - sorry. Happy to chat. Love eShares. Made my life a ton easier. Also, I have a hack where I pre-load all the option grants into the draft folder before each board meeting, then I take a screen shot, drop the screenshot into the minutes/board packet -- and I'm done. After the meeting, I hit "approve" and everyone gets their options and there aren't any lawyers involved. I'd definitely use the $100 conversion option. If you want to chat -- I'm happy to talk by phone +tomorrow. +1:30pm EST work for you? Mar 19 Kegan Schouwenburg to me Jun 26 We completed the onboarding process for eShares and I really love the product. It's a "must have" for us and I am excited to recommend it to my network. If you'd be willing to have me, I would like to write you guys a $25,000 check to invest in your next round of financing. I can add a lot of value around a few specific areas: Jul 16 (5 days ago) ✩ Cool! I will definitely activate this when we get closer to people actually buying their grants. We have to assign them first! Love your guys service. Takes an unnecessarily complex thing, and makes it super simple. Kegan#17And they are getting larger and larger Our sweet spot is Series A through D declara MLG Major League Gaming MEDIA SPIKE 3 FullContact 门 Secret nEONMOB CHUTE S SOLS vook Read it, Watch it. Life360 DECISION LENS The benefit of foresight sproutsocial O coin Codecademy heyZap Black Oak Wind Farm Blue Bottle Coffee Co#18And getting traction with the law firms These firms recommend us with more coming. Perkins Coie LLP Buddy Arnheim Jason Schneiderman GO WER GUNDERSON DETTMER Mike Irvine Todd Carpenter Yokum Taku Anne Casey-Aspin GOODWIN PROCTER Rick Kline Charlotte Fu WILMERHALE WH Peter Buckland Glenn Luinenburg Cooley Peter Werner Matt Bartus DLA PIPER Curtis Mo John Frohnmayer#19We are winning for four reasons: 1 2 3 Our product is beating Solium head-to-head Their product is weak and their customers hate them. 4 Our product is superior (screenshot) and implicitly viral. They are abandoning CapMx for Shareworks which is not ready for private companies The customer service is horrible. Their customers hate them. CapMX pricing is ridiculous. It costs $3K for a company to access its own cap table. eShares > > Equity and debt tracking Complete equity and debt ledgers Electronic issuance of shares and options Electronic issuance of warrants and notes Electronic issuance of SAFE instruments Autosaving of draft certificates Attach vesting schedules when issuing Company logo on electronic certificates Collect and track electronic signatures CapMx X X X X X X#20Perkins Coie chose eShares after an in-depth evaluation We will start onboarding 500 Perkins Coie companies in October. How did the presentation go? Inbox x Henry Ward <[email protected]> to Christy Fairlie, Christy (Perkins Cole) to me :) Sep 8 (8 days ago) ✩ Henry S Ward eShares, Inc[esharesinc.com] Find me at @henrysward twitter.com] Find eShares at @esharesinc{twitter.com] Sep 8 (8 days ago) ✩ eShares is the most viable option - by far. The partners agreed with my eval & recommendation. I'm not entirely sure what the next steps are but I imagine you'll hear from Buddy soon. Happy Monday Sent from my iPhone On Sep 8, 2014, at 8:23 PM, "Henry Ward" <[email protected]> wrote: NOTICE: This communication may contain privileged or other confidential information. If you have received it in error, please advise the sender by reply email and immediately delete the message and any attachments without copying or disclosing the contents. Thank you.#21We are lean and mean And got a lot done in a short time and not much money In one year and $1.2M, we built.... Best cap table management product in the market $70K/month and growing 40% per month 360+ paying companies and adding 60+/month 2,500+ portfolios holding $300M+ in private stock Zero sales people (we want to change this)#22We are a small product focused team We expect to grow distribution and sales in our next round. Henry Ward, CEO Founder at Secondsight, VP Operations at Reddwerks, Director at Between Markets, Presales at Trilogy, Presales at Callidus, BGS at University of Michigan, MSC at EDHEC Operations Michael Wu, MBA, JD Corporate attorney at Cooley, MBA and JD at Northwestern Zibbie Nwokah, CEP Account Executive at Solium, SVB Analytics, Econ at Purdue Jina Kim, MBA Analyst at Coventry, Associate at Lehman, BA at CMU, MBA at NYU Kristina Nguyen Marketing Intern at TradeSync, Econ at UC Davis Engineering Gregg Kang CTO of Zecco (TradeKing), JP Morgan, Goldman Sachs Eric Hurkman Software Lead at DrChrono, VP at Medi Jared Hobbs Engineering at Qforma, CS at Univ. of New Mexico Kyle Hanson Engineer at StudyCloud, BS at St. Olaf Design Joshua Merrill Founder at TapCanvas, Founder at MogoTix, BS at CMU Theo Miller 5 years of freelance B2B web-app design#23Public Company Services Raising $6-$8M Series A to converge private market And establish the base camp to take companies public. IPO Private Company Services Transfer Agents Computershare AST STOCK Transfer & Trust Company, LLC LINK GROUPort GOODWIN PROCTER Broadridge GO Perkins Coie LLP GUNDERSON DETTMER eShares W&R Cooley Brokerages Morgan Stanley Fidelity INVESTMENT Solium CAPITAL Merrill Lynch charles SCHWAB EXTRADE EASI™ COMPLIANCE WITH CONFIDENCE Exchanges NASDAQ NYSE New York Stock Exchange NASDAQ Private Market™ secondmarket#24Thanks! [email protected] @esharesinc eShares#25Appendix#26& Shares eShares Financial Model Core Transaction, 409A Revenue, and FAS123R Revenue First month revenue Trailing monthly revenue Avg Annual Customer Value Customer acquisiton growth Monthly Forecast New Companies Existing Companies Core Monthly Revenue SPV Formations Setup Fee Withholdings for Fees Rev Rec Term Monthly Rev Rec We expect to reach $800K/month in 18 months Modelled on a $6M Series A Monthly Forecast New Fund Form Fund Formations Managed Fund Formation Revenue Recognition Premium Investor Services Investor Premium Services (Monthly) Investor Conversion to Premium Estimate of shareholder/company ratio Monthly Forecast Shareholder accounts Premium Shareholder Revenue Monthly Forecast Total Revenue Sum Fully Loaded per Employee Cost (monthly) Sales & Marketing Operations Development Sep-14 70 Oct-14 78 398 Nov-14 88 320 486 $57,500 $69,400 $82,728 5 $283 Sep-14 1 1 5250 This is estimated from the Average 5 per Company (does not include Black Oak) $125This is estimated from the Average S per Company (does not include Black Oak) 51.625 This is low and we expect to go up over time 12% $283 $25 10% 15 Sep-14 4,800 50 D $25,000 This is paid upfront but we have to rev rec over 5 years $8,000 This is reimbursed in cases of a fand distribution Sep-14 $57,783 $15,000 $12,000 $15,000 Oct-14 3 4 $1,133 E Oct-14 5,976 50 Oct-14 $70,533 T Nov-14 3 7 $1,983 Nov-14 7,293 50 G Dec-14 98 585 $97,655 $114,374 Dec-14 4 11 $3,117 Waterfall, Alerts, Valuation Data We can estimate users as a multiplier on companies Jan-15 110 695 Dec-14 8,768 $0 Jan-15 6 17 $4,817 H Jan-15 10,420 $26,051 Feb-15 123 818 $133,099 Feb-15 8 1 $7,083 Mar-15 138 956 $154,071 Mar-15 10 35 $9,917 Feb-15 12,271 $30,677 $35,859 Mar-15 Apr-15 May-15 155 173 1,111 1,284 $177,559 $203,866 Apr-15 10 45 $12.750 Apr-15 16,665 $41,662 May-15 10 55 $15,583 May-15 19,264 $48,161 Jun-15 194 1478 $233,330 $266,330 Jul-15 217 1,696 Jan-15 15 70 $19,833 Jun-15 22,176 $55,440 M Feb-15 Mar-15 Apr-15 Jun-15 Nov-14 Dec-14 Jan-15 May-15 584,711 $100,772 $145,242 $170,860 $199,846 $231,971 $267,611 $308.604 Jul-15 15 85 $24,083 Jul-15 25,437 $63,593 N Aug-15 243 1.939 $303,290 Aug-15 15 100 $28,333 Aug 15 29,090 $72,724 O Sep-15 273 2,212 $344,684 Sep-15 20 120 $34,000 Sep-15 33,181 $82,951 Jul-15 Aug-15 Sep-15 $354,007 $404,347 5461,636 P Q Oct-15 305 2.517 Nov-15 342 2,860 $391,046 $442,972 Oct-15 20 140 $39,667 Nov-15 20 160 $45,333 R Dec-15 383 3,243 $501,129 Dec-15 185 $52,417 S Jan-16 429 3,672 $566,254 Jan-16 25 210 $59,500 Oct-15 Jan-16 37,762 55,078 $94,405 $107,234 $121,602 $137,695 Nov-15 42,894 Dec-15 48,641 Feb-16 481 4,152 $639,216 Feb-16 25 235 566,583 Feb-16 62,287 $155,718 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 $525,119 $595,540 $675,148 $763,459 5861,517 U Mar-16 538 4,691 $720,922 Mar-16 25 260 $73,667 Mar-16 70,362 $175,904 Mar-16 5970,492#27Factory Ing son com Freight Fans, Inc. offee, Inc. start-d.com xoves.com Xhay labe hat.com prayevogde sephytes Inc. Engagelok honganishiatry.com wharton.add grube news&Rols leferved Revist om Akaporcial.com Weldre D lendingub.com rekmy EXT ortat.com vpopcoes Konferans at dem The eShares Ownership Map Edges are investments. Nodes are funds and companies. Zaginc louis.com knihouinc sted .com .org ctive.com jsour harson 30gar Orderoso structe BARBERY Metabro inc. teec-et.com been optohet .com staatsleveyhole alcom sac cafeto.com BreezyPrin poration edia.com tic.com A X#28What is a Transfer Agent (TA)? "Transfer agents record changes of ownership, maintain the issuer's security holder records, cancel and issue certificates, and distribute dividends. Because transfer agents stand between issuing companies and security holders, efficient transfer agent operations are critical to the successful completion of secondary trades." U.S.SECU Transfer Agents EXCHAN RITIES AND in Continental Stock Tran www.sec.gov/divisions/marketreg/mrtransfer.shtml COMMISSION Division of Trading and Markets About the Division Broker-Dealers Banks and Other Depository Institutions Markets Credit Rating Agencies Exchanges Over-the-Counter ECNS/Alternative Trading Systems Home | Jobs | Fast Answers | Site Map | Search U.S. Securities and Exchange Commission Transfer Agents Important Notes: Electronic Filing of Transfer Agent Forms Filing Date Adjustment for Electronic TA Submissions Transfer agents record changes of ownership, maintain the issuer's security holder records, cancel and issue certificates, and distribute dividends. Because transfer agents stand between issuing companies and security holders, efficient transfer agent operations are critical to the successful completion of secondary trades. Section 17A(c) of the 1934 Act requires that transfer agents be registered with the SEC, or if the transfer agent is a bank, with a bank regulatory agency. There is no SRO that governs transfer agents. The SEC therefore has promulgated rules and regulations for all registered transfer agents, intended to facilitate the prompt and accurate clearance and settlement of securities#291 2 3 4 Risk Factors This is what can derail our plan. Transaction revenue does not continue as forecasted We are unable to drive volume through option exercises There is a systemic market downturn in tech Our customers are highly sensitive to the current tech bull market We are unable to win the major law firms They choose to stay with Solium and migrate to Shareworks We have a security breach And lose confidence of our customers and the market as a whole#30The top 3 TAs combined market cap is $15B It is a large and overlooked market. AST Broadridge Transfer & Trust Company, LLC LINK GROUP natwork $2 billion (est) $5.1 billion $7.2 billion Computershare#31This is the food chain we need to climb There are other competitors but these are the ones that matter. Computershare Broadridge AST STOCK Transfer & Trust Company, LLC LINK GROUP network Solium CAPITAL CeShares Ticker ASX:CPU NYSE:BR Private Equity TSE:SUM Venture Revenue $2.0B $2.4B $600M** $70M Market Cap $7.2B $5.1B $2B** $370M ** Estimate#32Origin: Profile: Future: $1,500 $1,125 $750 $375 $0 Case Study - Simple Energy Press Venture backed (Series B) company and uses eShares to issue equity (66), warrants (10), and option grants (57). Expect to earn $3K - $4K per year from Simple Energy Feb Cumulative $ Value March April May SIMPLE energy June#33Origin: Profile: Future: Details: Case Study - La Cortez Holdings Law firm referral (Cooley) Public energy company that deregistered and switched from their public transfer agent to eShares Forecast $2,400 per year La Cortez Energy delisted as a public company and has been very unhappy with their Transfer Agent - Continental Stock Transfer & Trust. Cooley referred them to us and we are their new transfer agent.#34Origin: Profile: Future: Case Study - Blue Bottle Coffee $2,000 $1,500 $1,000 $500 $0 409A Partner Feb Venture backed (Series B) company and uses eShares to issue equity (99), and option grants (38). Expect to earn $5K - $6K per year from Blue Bottle Cumulative $ Value March April May Blue Bottle Coffee co June#35Case Study - Black Oaks Wind Farm Organic search $30M windfarm project in upstate NYC issuing equity, bonds, and distributing payments thru eShares. Expected $30K-$50K/year Origin: Profile: Future: Details: Black Oak is raising equity capital from 300-500 equity investors and 1,000-2,000 debt investors. We are issuing the securities and handling all the dividend and interest payments to the investors. Black Oak Wind Farm#36Origin: Profile: Future: Details: Case Study - Crowdfunder Investor Referral crowdfunder Crowdfunder platform using eShares to create and manage SPV and member interests Expected $500K/year We are creating and issuing crowd funding SPVs and membership interests. We charge $25K/fund to manage the fund. This includes collecting the monies via ACH and managing the membership interests until liquidation.#37Our next milestone is to own the cap table market In the next 24 months with Series A support we plan to... Capture 10K corporations Eliminate the competition (i.e. CapMX, CorporateFocus) Manage 100,000 shareholder portfolios Be the standard provider of corporate valuation data Build out the incorporation channel partners Start mapping the funds and LP networks#38Individual Individual Fund Individual Fund Trust Corporation Ownership network This is the network we are mapping Corporation Trust Fund Automation Trust Fund Corporation Trust Vertical services Individual ← Fund Fund Rents and tolls Individual ← Individual →→→ Individual Individual Trust Corporation Virality Fund Trust Trust Why eShares? Fu#39We want to consolidate valuation services For example, 409A share price valuations Companies purchase a 409A valuation for $3K to determine share price (common and preferred). Common 10 certificates 18.0M authorized Series Seed 9 certificates 5 warrants 3.0M authorize > K9 Ventures 1 certificate Manu Kumar 1 certificate. 2 warrants > Jake Pappas 1 certificate 1 warrant Fair Market Value $1,020,443 revers $ 2,020,058 $ 323,058 $93,358 $ 65,000 Outstanding 5,378,500 2,690,000 1,000,000 385,000 235,000 Fully Diluted 5,378,500 2,690,000 1,000,000 385,000 235,000 Ownership 55.0624488% 27.5389025% 10.2375102% 3.9414414% 2.4058149%#40And share the data with interested parties Nojimo View: Corporation summary Funds have to value the company's preferred shares. Funds pay $500/company to value the shares in the portfolio. It is exactly the same valuation as the 409A. SA-1 Issued Oct. 16, 2013 CS-1 Issued Oct. 16, 2013 CS-2 Issued June 6, 2012 Actions Actions Actions Shares 20,000 800,000 Cost/share 10,820,000 $0.0100739 $0.0100739 $109,000.00 $109,000.00 10,000,000 $0.05 $0.01 FMV/share $0.01 FMV $0.05 $1,000.00 $1,000.00 $0.01 $8,000.00 $8,000.00 $0.01 $100,000.00 $100,000.00 UG/L $0.00 $0.00 $0,00 $0.00#41Corporation One set of data. Multiple customers. Value the company once and sells "views" into the data. Offer the same valuation service at 80% discount and earn more revenue than any firm today. $500 409A fair market value Common price C $500+ $100 x 20 = $2,500 $100 per fund SFAS157 fair market value Preferred price Fund #1 Fund #2 : Fund #20