From: "Jeffrey E." <[email protected]> To: george church Subject: Re: Investment Protections Date: Sat, 11 Oct 2014 23:02:15 +0000 great .anytime you want it I be at martins from 12-6 On Sat, Oct 11, 2014 at 6:59 PM, george church < Sure. --George wrote: From: "Jeffrey E." <[email protected]> Date: Saturday, October 11, 2014 at 3:57 PM To: george church < > Subject: Re: FW: Investment Protections anyu chance you are around and availbale on mondayn in cambridge On Thu, Oct 2, 2014 at 7:13 AM, george church St- wrote: See the response from James below. Of the 76 pages, should I assume that, as with Mozart, every note is needed? —George From: James Clement Date: Wednesday, October 1, 2014 at 4:03 PM To: george church •c > Subject: Re: FW: Investment Protections Hi George, Glad to hear from you. Did your daughter have her baby yet? I hope all is well. As you know, we've been in a Seed Stage financing position since we began, receiving anywhere from $100,000 to $200,000 per year from angel investors. In 2014 we've taken in no funding. It was important to our early investor(s) to get a pro-rata (based on their capital accounts) share of our Net-Operating-Losses, so they could use such against their own taxes, which is why we favored a LLC structure. It was contemplated that at some point, probably when we had achieved some patentable IP, that wed need to restructure into a typical C corp with the usual layers of common and preferred shares, as generally required by a VC. Since many VCs demand a particular structure, we felt it best to wait until we had negotiated such a Series A round, before undergoing the expense of these changes. With this in mind, perhaps we can schedule a phone call in which we discuss Darren's recommendations and how you see things going in the near future. Please feel free to share the above information with him, and let me know how I can help you get comfortable with an investment in Androcyte LLC. As I had