Safe and Sound's Proposed Company Offering.

Write a proposed company offering for Safe and Sound company. Answer all the questions listed under each section. (See attached file) SECTION XII: PROPOSED COMPANY OFFERING The purpose of this section of the plan is to indicate the amount of any money that is being sought, the nature and amount of the securities offered to the investor, a brief description of the uses that will be made of the capital revised, and a summary of how the investor is expected to achieve its targeted rate of return. It is important to realize the terms for financing your company that you propose here are only the first step in the negotiation process with those interested in investing, and it is very possible that your financing will involve different kinds of securities than originally proposed. A. Desired Financing: • Review the monthly real-time cash flow projections and your estimate of how much money is required over the next few years to carry out the development and/or expansion of your business as described. • Determine the amount and timing of cash infusions required to prevent cash balances from going negative. Add a cash safety cushion (~25% as a good “guesstimate”) to the anticipated cash needs to protect against unexpected expenses or delayed income. • Determine the type of funding that will suit your business: debt/equity or non-traditional financing. Indicate how this capital requirement will be obtained -- from whom and how much will be obtained via term loans or lines of credit. B. Offering (this is the deal structure – your pitch for money): • If you have decided to seek equity capital, then you need to describe the type of security being offered (e.g., common stock, convertible debentures, debt with warrants, debt plus stock), the unit price, and the total amount of securities to be sold in this offering. If securities are not just common stock, indicate by type, interest, maturity, and conversion conditions. • Show the percentage of the company that the investor in this offering will hold after it is completed or after exercise of any stock conversion or purchase rights in the case of convertible debentures or warrants i.e. what share of your company does the investor get for a specified investment. • Securities sold through a private placement (and therefore exempt from SEC registration) should include the following statement in this section: “The shares being sold pursuant to this offering are restricted securities and may not be resold readily. The prospective investor should recognize that such securities might be restricted as to resale for indefinite period of time. Each purchaser will be required to execute a Non-Distribution Agreement satisfactory in form to corporate counsel”. • If you are seeking a loan, then you need to indicate to the potential lender how the loan will be repaid and what the interest rate is. What is the collateral for the loan? C. Capitalization: • Present in tabular form the current and proposed (post-offering) number of outstanding shares of common stock. Indicate any shares offered by key management people and show the number of shares that they will hold after completion of the proposed financing. • Indicate how many shares of your company’s common stock will remain authorize debut un-issued after the offering and how many of these will be reserved for stock options for future key employees. • Identify any other terms that you are willing to negotiate as part of the deal e.g. right of first refusal, seat on board, voting rights, and other rights and preferences. D. Use of Funds: • Investors like to know how their money is going to be spent. Provide a brief description of how the capital raised will be used. Summarize as specifically as possible what amount will be used for such things as product design and development, capital equipment, marketing, and general working capital needs. The initial investment raised will be used to fund Safe and Sound’s initial start up costs, covering Research and Development, the purchase of an office, and patent expenses. E. Investors’ Return (Exit Strategy): • What is the value of your company? How did you calculate this value? • Indicate how your valuation and proposed ownership shares will result in the desired rate of return for the investors you have targeted. What will be the likely harvest or exit mechanism (IPO, outright sale, merger, MBO, operate and grow, etc.)? • What is the exit strategy for the investors and founders?