SERIES SEED PREFERRED STOCK INVESTMENT AGREEMENT

Transcription

1 SERIES SEED PREFERRED STOCK INVESTMENT AGREEMENT This Series Seed Preferred Stock Investment Agreement (this Agreement ) is dated as of the Agreement Date and is between the Company, the Purchasers and the Key Holders. The parties agree as follows: 1. DEFINITIONS. Capitalized terms used and not otherwise defined in this Agreement or the Exhibits and Schedules thereto have the meanings set forth in Exhibit A. 2. INVESTMENT. Subject to the terms and conditions of this Agreement, including the Agreement Terms set forth in Exhibit B, (i) each Purchaser shall purchase at the applicable Closing and the Company shall sell and issue to each Purchaser at such Closing that number of shares of Series Seed Preferred Stock (the Shares ) as recorded by SI Securities, LLC and/or as set forth on the signature page hereto, at a price per share equal to the Purchase Price (subject to any applicable discounts when all or a portion of such Purchase Price is being paid by cancellation of indebtedness of the Company to such Purchaser) and (ii) each Purchaser, the Company, and each Key Holder agrees to be bound by the obligations set forth in this Agreement and to grant to the other parties hereto the rights set forth in this Agreement. 3. ENTIRE AGREEMENT. This Agreement (including the Exhibits and Schedules hereto) together with the Charter, including the Articles Supplementary for the Series Seed Preferred Stock, constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

2 1. OVERVIEW DEFINITIONS. Agreement Date means December 6, EXHIBIT A DEFINITIONS Combined Offering means the Company s concurrent offerings under both Regulation CF and Regulation D in the same round. Company means Sickweather, Inc. Governing Law means the laws of the state of Maryland. Dispute Resolution Jurisdiction means the federal or state courts located in Maryland. State of Incorporation means the state of Maryland. 2. OFFERING TERMS DEFINITIONS. Amount shall mean the total dollar amount of Purchaser s issue price as recorded by SI Securities, LLC and/or as set forth on the signature page hereto. Major Purchaser means any Purchaser with an Amount equal to $50,000 or more. Maximum Raise Amount shall mean a total of $1,000,000 under the Combined Offering. Minimum Investment shall mean $500 (or $200 for SeedInvest Auto Invest participants). Offering End Date shall mean February 9, Purchase Price means $ per share. Target CF Minimum shall mean $25,000 raised via Regulation CF and a total of $300,000 raised under the Combined Offering. Target D Minimum shall mean a total of $300,000 raised under the Combined Offering. 3. BOARD COMPOSITION AND CAP TABLE DEFINITIONS. Common Board Member Count means three (3). Common Shares Issued and Outstanding Pre-Money means 384, Mutual Consent Board Member Count means one (1). Series Seed Board Member Count means one (1). A-1

3 SCHEDULE 1 SCHEDULE OF KEY HOLDERS KEY HOLDERS: Name, Address and of Key Holder Shares of Common Stock Held Graham Dodge c/o Sickweather, Inc. 101 N. Haven St., Suite 301, Baltimore, MD gdodge@sickweather.com 92,000 James Sajor c/o Sickweather, Inc. 101 N. Haven St., Suite 301, Baltimore, MD jsajor@sickweather.com 92,000 Michael Belt c/o Sickweather, Inc. 101 N. Haven St., Suite 301, Baltimore, MD mbelt@sickweather.com 92,000 Schedule 1-1

4 EXHIBIT B AGREEMENT TERMS 1. PURCHASE AND SALE OF SERIES SEED PREFERRED STOCK. 1.1 Sale and Issuance of Series Seed Preferred Stock The Company shall adopt and file the Company s Articles Supplementary, in substantially the form of Exhibit C attached to this Agreement (the Articles Supplementary and, together with the Articles of Incorporation of the Company, as the same may be amended, supplemented, corrected or restated from time to time, the Charter ), with the State Department of Assessments and Taxation of the State of Incorporation on or before the Initial Closing Subject to the terms and conditions of this Agreement, each undersigned investor (each, a Purchaser ) shall purchase at the applicable Closing and the Company agrees to sell and issue to each Purchaser at such Closing that number of Shares, rounded down to the nearest whole share, equal to the Amount as recorded by SI Securities, LLC and/or as set forth on the signature page hereto, divided by the Per Share Purchase Price Payment for the Shares shall be received by SI Securities, LLC from each Purchaser by ACH electronic transfer, wire transfer of immediately available funds, or other means approved by the Company, prior to the Offering End Date in the Amount of Purchaser s subscription. Tendered funds will be promptly sent to The Bryn Mawr Trust Company of Delaware (the Escrow Agent ) and remain in escrow until either the Target CF Minimum or Target D Minimum is met for the Regulation CF and Regulation D portion of the offering respectively. In the event the Target CF Minimum and/or Target D Minimum has not been met by the Offering End Date, any money tendered by Purchasers in the Regulation CF or Regulation D offering respectively will be promptly returned by the Escrow Agent Each Purchaser s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing (as hereinafter defined), by the Company in its sole discretion. In addition, the Company, in its sole discretion, may allocate to a Purchaser only a portion of the number of Securities the Purchaser has subscribed for. The Company will notify Purchaser whether this subscription is accepted (whether in whole or in part) or rejected. If a Purchaser s subscription is rejected, Purchaser s payment (or portion thereof if partially rejected) will be returned to Purchaser without interest and all of Purchaser s obligations hereunder relating to the rejected portion of the subscription shall terminate. 1.2 Closing; Delivery The initial purchase and sale of Shares hereunder shall take place remotely via the exchange of electronic or physical documents and signatures at the Closing on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company, and the Company accepts Purchaser s subscription (which date is referred to herein as the Initial Closing ). In the case where Purchaser s funds are held in escrow, the Company and SI Securities, LLC shall jointly delivery an instruction letter to the Escrow Agent notifying them that all the necessary conditions for an Initial Closing have been met, an Initial Closing has occurred, and the amount of funds that shall be released from escrow representing Purchaser s subscription Amount At any time and from time to time immediately following the Initial Closing up until the Offering End Date (the Additional Closing Period ), the Company may, at one or B-1

5 more additional closings (each an Additional Closing and together with the Initial Closing, each, a Closing ), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the New Purchasers ), at a per share purchase price equal to the Purchase Price, a dollar amount up to the Maximum Raise Amount under the Combined Offering less the number of Shares actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing Shares at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. In the case where Purchaser s funds are held in escrow, the Company and SI Securities, LLC shall jointly delivery an instruction letter to the Escrow Agent notifying them that all the necessary conditions for an Additional Closing have been met, an Additional Closing has occurred, and the amount of funds that shall be released from escrow representing Purchaser s subscription Amount Upon each successful Closing, the Escrow Agent shall release each Purchaser s funds to the Company, provided the Target CF Minimum and/or Target D Minimum has been met on or before the Offering End Date in the Regulation CF or Regulation D offering respectively. Each Purchaser shall receive notice of the digital entry of the number of the Shares owned by Purchaser reflected on the books and records of the Company and verified by VStock Transfer, LLC (the Transfer Agent ), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation D or Regulation CF of the Securities Act, as applicable. Upon written instruction by a Purchaser, the Transfer Agent may record the Shares beneficially owned by Purchaser on the books and records of the Company in the name of any other entity as designated by the Purchaser. 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to each Purchaser that, except as set forth on the Disclosure Schedule attached as Exhibit D to this Agreement (the Disclosure Schedule ), if any, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the Agreement Date, except as otherwise indicated. 2.1 Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Incorporation and has all corporate power and corporate authority required (a) to carry on its business as presently conducted and as presently proposed to be conducted and (b) to execute, deliver and perform its obligations under this Agreement. The Company is duly qualified to transact business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the failure to so qualify or be in good standing would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, or results of operations of the Company. 2.2 Capitalization The authorized capital of the Company consists, immediately prior to the Agreement Date (unless otherwise noted), of the following: (a) The common stock of the Company (the Common Stock ), of which that number of shares of Common Stock equal to (i) the Common Shares Issued and Outstanding Pre- Money are issued and outstanding as of immediately prior to the Agreement Date and (ii) the number of B-2

6 shares of Common Stock which are issuable on conversion of the Shares have been reserved for issuance upon conversion of the Series Seed Preferred Stock. All of the outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable and were issued in material compliance with all applicable federal and state securities laws. For purposes of this Agreement, the term Fully-Diluted Share Number shall mean that number of shares of the Company s capital stock equal to the sum of (A) all shares of the Company s capital stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all options, warrants and other convertible securities and (B) all shares of the Company s capital stock reserved and available for future grant under any equity incentive or similar plan. (b) The Shares, all of which is designated as Series Seed Preferred Stock, none of which is issued and outstanding immediately prior to the Agreement Date Except as set forth in the Disclosure Schedule attached as Exhibit D hereto, there are no outstanding preemptive rights, options, warrants, conversion privileges or rights (including but not limited to rights of first refusal or similar rights), orally or in writing, to purchase or acquire any securities from the Company including, without limitation, any shares of Common Stock, or Preferred Stock, or any securities convertible into or exchangeable or exercisable for shares of Common Stock or Preferred Stock, except for (a) the conversion privileges of the Series Seed Preferred Stock pursuant to the terms of the Charter and (b) the securities and rights described in this Agreement The Key Holders set forth in Schedule 1 (each a Key Holder ) hold that number of shares of Common Stock set forth opposite each such Key Holder s name in Section of the Disclosure Schedule (such shares, the Key Holders Shares ) and such Key Holders Shares are subject to vesting and/or the Company s repurchase right on the terms specified in Section of the Disclosure Schedule (the Key Holders Vesting Schedules ). Except as specified in Section of the Disclosure Schedule, the Key Holders do not own or have any other rights to any other securities of the Company. The Key Holders Vesting Schedules set forth in Section of the Disclosure Schedule specify for each Key Holder (i) the vesting commencement date for each issuance of shares to or options held by such Key Holder, (ii) the number of shares or options held by such Key Holder that are currently vested, (iii) the number of shares or options held by such Key Holder that remain subject to vesting and/or the Company s repurchase right and (iv) the terms and conditions, if any, under which the Key Holders Vesting Schedules would be accelerated. 2.3 Subsidiaries. The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement. 2.4 Authorization. All corporate action has been taken, or will be taken prior to the applicable Closing, on the part of the Board of Directors of the Company (the Board ) and stockholders that is necessary for the authorization, execution and delivery of this Agreement by the Company and the performance by the Company of the obligations to be performed by the Company as of the date hereof under this Agreement. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. B-3

7 2.5 Valid Issuance of Shares. The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to filings pursuant to Regulation CF and Regulation D of the Securities Act of 1933, as amended (the Securities Act ), and applicable state securities laws, the offer, sale and issuance of Shares to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Common Stock, if any, to be issued upon conversion thereof for no additional consideration and pursuant to the Charter, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Charter, will be duly authorized, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to filings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock issuable upon conversion of Shares will be issued in compliance with all applicable federal and state securities laws. 2.6 Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body (in which notice or service of process has been received by an employee of the Company) or, to the Company s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company. 2.7 Intellectual Property. The Company owns or possesses sufficient legal rights to all Intellectual Property (as defined below) that is necessary to the conduct of the Company s business as now conducted and as presently proposed to be conducted (the Company Intellectual Property ) without any violation or infringement (or in the case of third-party patents, patent applications, trademarks, trademark applications, service marks, or service mark applications, without any violation or infringement known to the Company) of the rights of others. No product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any rights to any patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, licenses, domain names, mask works, information and proprietary rights and processes (collectively, Intellectual Property ) of any other party, except that with respect to third-party patents, patent applications, trademarks, trademark applications, service marks, or service mark applications the foregoing representation is made to the Company s knowledge only. Other than with respect to commercially available software products under standard end-user object code license agreements, there is no outstanding option, license, agreement, claim, encumbrance or shared ownership interest of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other person. The Company has not received any written communications alleging that the Company has violated or, by conducting its business, would violate any of the Intellectual Property of any other person. 2.8 Employee and Consultant Matters. Each current and former employee, consultant and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information in customary form or forms. No current or former employee or consultant has excluded any work or invention from his or her assignment of inventions. To the Company s knowledge, no such employees or consultants is in violation thereof. To the Company s B-4

8 knowledge, none of its employees is obligated under any judgment, decree, contract, covenant or agreement that would materially interfere with such employee s ability to promote the interest of the Company or that would interfere with such employee s ability to promote the interests of the Company or that would conflict with the Company s business. To the Company s knowledge, all individuals who have purchased unvested shares of the Company s Common Stock have timely filed elections under Section 83(b) of the Internal Revenue Code of 1986, as amended, or have been informed of the right to do so. 2.9 Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of the Charter or the Company s bylaws, (b) of any judgment, order, writ or decree of any court or governmental entity, (c) under any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party that is required to be listed on the Disclosure Schedule, or, (d) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or default, or constitute, with or without the passage of time and giving of notice, either (i) a default under any such judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage or purchase order or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company Title to Property and Assets. The Company owns its properties and assets free and clear of all mortgages, deeds of trust, liens, encumbrances and security interests except for statutory liens for the payment of current taxes that are not yet delinquent and liens, encumbrances and security interests which arise in the ordinary course of business and which do not affect material properties and assets of the Company. With respect to the property and assets it leases, the Company is in material compliance with each such lease Agreements. Except for this Agreement and those set forth in the Disclosure Schedule set forth in Exhibit D attached hereto, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party that involve (a) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000, (b) the license of any Intellectual Property to or from the Company other than licenses with respect to commercially available software products under standard end-user object code license agreements or standard customer terms of service and privacy policies for Internet sites, (c) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person, or that limit the Company s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (d) indemnification by the Company with respect to infringements of proprietary rights other than standard customer or channel agreements (each, a Material Agreement ). The Company is not in material breach of any Material Agreement, nor to the Company s knowledge is the other party in material breach of any Material Agreement. Each Material Agreement is in full force and effect and is enforceable by the Company in accordance with its respective terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or others laws of general application relating to or affecting the enforcement of creditors rights generally, or (ii) the effect of rules of law governing the availability of equitable remedies Liabilities. Except as set forth in the Disclosure Schedule attached as Exhibit D hereto, the Company has no liabilities or obligations, contingent or otherwise, in excess of $25,000 individually or $100,000 in the aggregate. B-5

9 2.13 Qualified Small Business Stock. To the Company s knowledge, the Shares qualify as qualified small business stock ( QSB stock ) as defined under Section 1202 of the Internal Revenue Code. 3. REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASERS. Each Purchaser hereby represents and warrants to the Company, severally and not jointly, as follows. 3.1 Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application relating to or affecting the enforcement of creditors rights generally, or (b) the effect of rules of law governing the availability of equitable remedies. 3.2 Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser s representation to the Company, which by the Purchaser s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same, except in compliance with applicable laws. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares. 3.3 Disclosure of Information. The Purchaser has had an opportunity to discuss the Company s business, management, financial affairs and the terms and conditions of the Combined Offering of the Shares with the Company s management. Nothing in this Section 3, including the foregoing sentence, limits or modifies the representations and warranties of the Company in Section 2 of this Agreement or the right of the Purchasers to rely thereon. 3.4 Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser s representations as expressed herein. The Purchaser understands that the Shares are restricted securities under applicable United States federal and state securities laws and that, pursuant to these laws, Shares issued through Regulation CF have a one year restriction on transfer from the date of purchase (except to certain qualified parties as specified under Section 4(a)(6) of the Act), after which they become freely transferable. While Shares issued through Regulation D are similarly considered restricted securities, Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser s control, and which the Company is under no obligation and may not be able to satisfy. B-6

10 3.5 No Public Market. The Purchaser understands that no public market now exists for the Shares, and that the Company has made no assurances that a public market will ever exist for the Shares. 3.6 Legends. The Purchaser understands that the Shares and any securities issued in respect of or exchange for the Shares, may bear any one or more of the following legends: (a) any legend set forth in, or required by, this Agreement; (b) any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate so legended; and (c) the following legend: THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT ). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE ACT. FOR ONE YEAR FROM THE DATE OF THIS INSTRUMENT, SECURITIES SOLD IN RELIANCE ON REGULATION CROWDFUNDING UNDER THE ACT MAY ONLY BE TRANSFERRED TO THE COMPANY, TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE ACT, AS PART OF AN OFFERING REGISTERED UNDER THE SECURITIES ACT WITH THE SEC, OR TO A MEMBER OF INVESTOR S FAMILY OR THE EQUIVALENT, TO A TRUST CONTROLLED BY THE INVESTOR, TO A TRUST CREATED FOR THE BENEFIT OF A MEMBER OF THE FAMILY OF THE INVESTOR OR EQUIVALENT, OR IN CONNECTION WITH THE DEATH OR DIVORCE OF THE INVESTOR OR OTHER SIMILAR CIRCUMSTANCE. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO INVESTOR IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 3.7 Accredited and Sophisticated Purchaser. If Purchaser subscribes for an Amount of $20,000 or more, such Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act ( Accredited Investor ). The Purchaser is an investor in securities of companies in the development stage and acknowledges that Purchaser is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares. If other than an individual, Purchaser also represents it has not been organized for the purpose of acquiring the Shares. 3.8 Investment Limits. If Purchaser does not subscribe for an Amount of at least $20,000, then either: Purchaser s net worth or annual income is less than $100,000, and that the Amount it is investing pursuant to this Agreement, together with all other amounts invested in offerings under Section 4(a)(6) of the Act within the previous 12 months, is either less than (A) 5% of the lower of its annual income or net worth, or (B) $2,000; or Both Purchaser s net worth and annual income are more than $100,000, and that the Amount it is investing pursuant to this Agreement, together with all other amounts invested B-7

11 in offerings under Section 4(a)(6) of the Act within the previous 12 months, is less than 10% of the lower of its annual income or net worth, and does not exceed $100, Exculpation Among Purchasers. The Purchaser acknowledges that it is not relying upon any other person in making its investment or decision to invest in the Company. The Purchaser agrees that neither any Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares Residence. If the Purchaser is an individual, then the Purchaser resides in the state identified in the address of the Purchaser as recorded by SI Securities, LLC and/or as set forth on the signature page hereto; if the Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of the Purchaser in which its principal place of business is identified in the address or addresses of the Purchaser as recorded by SI Securities, LLC and/or as set forth on the signature page hereto. In the event that the Purchaser is not a resident of the United States, such Purchaser hereby agrees to make such additional representations and warranties relating to such Purchaser s status as a non-united States resident as reasonably may be requested by the Company and to execute and deliver such documents or agreements as reasonably may be requested by the Company relating thereto as a condition to the purchase and sale of any Shares by such Purchaser Required Information. Purchaser acknowledges it has received all the information necessary or appropriate for deciding whether to invest, and Purchaser represents that Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this instrument and the underlying securities and to obtain any additional information necessary to verify the accuracy of the information provided. If Purchaser does not qualify as an Accredited Investor, Purchaser understands that the Shares are being offered pursuant to a Form C filed with the SEC attached as Exhibit E hereto, and acknowledges that it has reviewed and received a copy of such Reliance on Advice. The Purchaser acknowledges that it is not relying on the advice or recommendations of the Company or SI Securities, LLC or the affiliates of either, and the Purchaser has made its own independent decision that an investment in this instrument and the underlying securities is suitable and appropriate Federal or State Agencies. The Purchaser acknowledges that no federal or state agency has passed upon the merits or risks of an investment in this instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of this investment. 4. COVENANTS OF THE COMPANY. 4.1 Information Rights Basic Financial Information. The Company shall furnish or make available to each Major Purchaser and any entity that requires such information pursuant to its organizational documents when available (1) annual unaudited financial statements for each fiscal year of the Company, including an unaudited balance sheet as of the end of such fiscal year, an unaudited income statement, and an unaudited statement of cash flows, all prepared in accordance with generally accepted accounting principles and practices; and (2) quarterly unaudited financial statements for each fiscal quarter of the Company (except the last quarter of the Company s fiscal year), including an unaudited balance sheet as of the end of such fiscal quarter, an unaudited income statement, and an unaudited statement of cash flows, all prepared in accordance with generally accepted accounting principles and B-8

12 practices, subject to changes resulting from normal year-end audit adjustments. If the Company has audited records of any of the foregoing, it shall provide those in lieu of the unaudited versions Confidentiality. Anything in this Agreement to the contrary notwithstanding, no Purchaser by reason of this Agreement shall have access to any trade secrets or confidential information of the Company. The Company shall not be required to comply with any information rights of any Purchaser whom the Company reasonably determines to be a competitor or an officer, employee, director, or holder of ten percent (10%) or more of a competitor. Each Purchaser shall keep confidential and shall not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement other than to any of the Purchaser s attorneys, accountants, consultants, and other professionals, to the extent necessary to obtain their services in connection with monitoring the Purchaser s investment in the Company Inspection Rights. The Company shall permit each Major Purchaser to visit and inspect the Company s properties, to examine its books of account and records and to discuss the Company s affairs, finances and accounts with its officers, all at such reasonable times and frequency as may be requested by such Major Purchaser, in accordance with applicable law. 4.2 Additional Rights and Obligations. If the Company issues securities in its next equity financing after the date hereof (the Next Financing ) that (a) have rights, preferences or privileges that are more favorable than the terms of the Shares, such as price-based anti-dilution protection, or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to the Purchasers with respect to the Shares (with appropriate adjustment for economic terms or other contractual rights), subject to such Purchaser s execution of any documents, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing (such documents, the Next Financing Documents ). Any Major Purchaser will remain a Major Purchaser for all purposes in the Next Financing Documents to the extent such concept exists. Notwithstanding anything herein to the contrary, subject to the provisions of Section 8.10, upon the execution and delivery of the Next Financing Documents by Major Purchasers holding a majority of the then-outstanding Shares held by all Major Purchasers, this Agreement (excluding any then-existing and outstanding obligations) shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or effect. 4.3 Rights of First Refusal. Each Major Purchaser, for so long as it owns at least $50,000 in Shares, shall have the ROFR Purchase Right set forth in Section 5(c) of the Company s Stockholders Agreement, dated as of January 31, 2015, by and among the Company and the stockholders signatory thereto (attached as Exhibit F hereto and as amended from time to time, the Stockholders Agreement ). Accordingly, each Major Purchaser shall have a right to purchase securities proposed to be transferred by a Key Holder in the proportion that the number of shares of Stock owned by such ROFR Remaining Stockholder bears to the total number of shares of Stock owned by all of the ROFR Remaining Stockholders who desire to exercise their ROFR Purchase Right, on an as converted basis, as applicable. For purposes of this Section 4.3, the terms ROFR Purchase Right, ROFR Remaining Stockholders and Stock shall have the meanings assigned thereto in the Stockholders Agreement. 4.4 Reservation of Common Stock. The Company shall at all times reserve and keep available, solely for issuance and delivery upon the conversion of the Series Seed Preferred Stock, all Common Stock issuable from time to time upon conversion of that number of Shares equal to the Total Shares Authorized for Sale, regardless of whether or not all such shares have been issued at such time. B-9

13 5. RESTRICTIONS ON TRANSFER; DRAG ALONG. 5.1 Limitations on Disposition. Each person owning of record shares of Common Stock of the Company issued or issuable pursuant to the conversion of the Shares and any shares of Common Stock of the Company issued as a dividend or other distribution with respect thereto or in exchange therefor or in replacement thereof (collectively, the Securities ) or any assignee of record of Securities (each such person, a Holder ) shall not make any disposition of all or any portion of any Securities unless: (a) there is then in effect a registration statement under the Securities Act, covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) such Holder has notified the Company of the proposed disposition and has furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of such Holder or its transferee, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Securities Act. Notwithstanding the provisions of Sections 5.1(a) and (b), no such registration statement or opinion of counsel will be required: (i) for any transfer of any Securities in compliance with the Securities and Exchange Commission s Rule 144 or Rule 144A, or (ii) for any transfer of any Securities by a Holder that is a partnership, limited liability company, a corporation, or a venture capital fund to (A) a partner of such partnership, a member of such limited liability company, or stockholder of such corporation, (B) an affiliate of such partnership, limited liability company or corporation (including, any affiliated investment fund of such Holder), (C) a retired partner of such partnership or a retired member of such limited liability company, (D) the estate of any such partner, member, or stockholder, or (iii) for the transfer without additional consideration or at no greater than cost by gift, will, or intestate succession by any Holder to the Holder s spouse or lineal descendants or ancestors or any trust for any of the foregoing; provided that, in the case of clauses (ii) and (iii), the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if the transferee were an original Purchaser under this Agreement. 5.2 Market Stand-Off Agreement. To the extent requested by the Company or an underwriter of securities of the Company, each Holder shall not sell or otherwise transfer or dispose of any Securities or other shares of stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) for up to 180 days following the effective date of any registration statement of the Company filed under the Securities Act; provided however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or before the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company s securities are listed on the Nasdaq Stock Market and Rule 2711 thereof applies, then the restrictions imposed by this Section 5.2 will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, further, that such automatic extension will not apply to the extent that the Financial Industry Regulatory Authority has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an emerging growth company (as defined in the Jumpstart Our Business Startups Act of 2012) before or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the B-10

14 emerging growth company or its stockholders that restricts or prohibits the sale of securities held by the emerging growth company or its stockholders after the initial public offering date. In no event will the restricted period extend beyond 215 days after the effective date of the registration statement. For purposes of this Section 5.2, Company includes any wholly-owned subsidiary of the Company into which the Company merges or consolidates. The Company may place restrictive legends on the certificates representing the shares subject to this Section 5.2 and may impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder shall enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable timeframe so requested. 5.3 Drag Along Right. If a Deemed Liquidation Event (as defined in the Articles Supplementary) is approved by each of (i) the holders of a majority of the shares of Common Stock then-outstanding (other than those issued or issuable upon conversion of the Shares), (ii) the holders of a majority of the shares of Common Stock then issued or issuable upon conversion of the Shares then-outstanding and (iii) the Board, then each Stockholder shall vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (collectively, the Shares ) in favor of, and adopt, such Deemed Liquidation Event and to execute and deliver all related documentation and take such other action in support of the Deemed Liquidation Event as may reasonably be requested by the Company to carry out the terms and provision of this Section 5.3, including executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents. The obligation of any party to take the actions required by this Section 5.3 will not apply to a Deemed Liquidation Event if the other party involved in such Deemed Liquidation Event is an affiliate or stockholder of the Company holding more than 10% of the voting power of the Company. Stockholder means each Holder and Key Holder, and any transferee thereof. 5.4 Exceptions to Drag Along Right. Notwithstanding the foregoing, a Stockholder need not comply with Section 5.3 above in connection with any proposed sale of the Company (the Proposed Sale ) unless: (a) any representations and warranties to be made by the Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including representations and warranties that (i) the Stockholder holds all right, title and interest in and to the Shares the Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms and, (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder s obligations thereunder, will cause a breach or violation of the terms of any agreement, law, or judgment, order, or decree of any court or governmental agency; (b) the Stockholder will not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties, and covenants of the Company as well as B-11

15 breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of the Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any identical representations, warranties, and covenants provided by all stockholders), and except as required to satisfy the liquidation preference of the Series Seed Preferred Stock, if any, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; (d) liability will be limited to the Stockholder's applicable share (determined based on the respective proceeds payable to each Stockholder in connection with the Proposed Sale in accordance with the provisions of the Charter) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to the Stockholder in connection with the Proposed Sale, except with respect to claims related to fraud by the Stockholder, the liability for which need not be limited as to the Stockholder; (e) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock unless the holders of at least a majority of Series Seed Preferred Stock elect otherwise, (ii) each holder of Series Seed Preferred Stock will receive the same amount of consideration per share of Series Seed Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the Series Seed Preferred Stock elect to receive a lesser amount, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company s Charter in effect immediately prior to the Proposed Sale. 6. PARTICIPATION RIGHT. 6.1 General. Each Major Purchaser has the right of first refusal to purchase the Major Purchaser s Pro Rata Share of any New Securities (as defined below) that the Company may from time to time issue after the date of this Agreement, provided, however, the Major Purchaser will have no right to purchase any such New Securities if the Major Purchaser cannot demonstrate to the Company s reasonable satisfaction that such Major Purchaser is at the time of the proposed issuance of such New Securities an accredited investor as such term is defined in Regulation D under the Securities Act. A Major Purchaser s Pro Rata Share means the ratio of (a) the number of shares of the Company s Common Stock issued or issuable upon conversion of the Shares owned by such Major Purchaser, to (b) the Fully-Diluted Share Number. B-12

16 6.2 New Securities. New Securities means any shares of Common Stock or Preferred Stock, whether now authorized or not, and rights, options or warrants to purchase Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into Common Stock or Preferred Stock; provided, however, that New Securities does not include: (a) shares of Common Stock issued or issuable upon conversion of any outstanding shares of Preferred Stock; (b) shares of Common Stock or Preferred Stock issuable upon exercise of any options, warrants, or rights to purchase any securities of the Company outstanding as of the Agreement Date and any securities issuable upon the conversion thereof; (c) shares of Common Stock or Preferred Stock issued in connection with any stock split or stock dividend or recapitalization; (d) shares of Common Stock (or options, warrants or rights therefor) granted or issued after the Agreement Date to employees, officers, directors, contractors, consultants or advisers to, the Company or any subsidiary of the Company pursuant to incentive agreements, stock purchase or stock option plans, stock bonuses or awards, warrants, contracts or other arrangements that are approved by the Board; (e) shares of the Company s Series Seed Preferred Stock issued pursuant to this Agreement; (f) any other shares of Common Stock or Preferred Stock (and/or options or warrants therefor) issued or issuable primarily for purposes other than equity financing purposes and approved by the Board; and (g) shares of Common Stock issued or issuable by the Company to the public pursuant to a registration statement filed under the Securities Act. 6.3 Procedures. If the Company proposes to undertake an issuance of New Securities, it shall give notice to each Major Purchaser of its intention to issue New Securities (the Notice ), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue the New Securities. Each Major Purchaser will have ten (10) days from the date of notice, to agree in writing to purchase such Major Purchaser s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Major Purchaser s Pro Rata Share). 6.4 Failure to Exercise. If the Major Purchasers fail to exercise in full the right of first refusal within the 10-day period, then the Company will have one hundred twenty (120) days thereafter to sell the New Securities with respect to which the Major Purchasers rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company s Notice to the Major Purchasers. If the Company has not issued and sold the New Securities within the 120-day period, then the Company shall not thereafter issue or sell any New Securities without again first offering those New Securities to the Major Purchasers pursuant to this Section ELECTION OF BOARD OF DIRECTORS. 7.1 Voting; Board Composition. Subject to the rights of the stockholders to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Stockholder shall vote (or consent pursuant to an action by written consent of the stockholders) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by the Stockholder (the Voting Shares ), or to cause the Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: (a) that number of individuals, if any, equal to the Common Board Member Count (collectively, the Common Board Designees ) designated from time to time in a writing delivered to the Company and signed by the holders of a majority of the then-outstanding shares of the Company s Common Stock; B-13

17 (b) that number of individuals, if any, equal to the Series Seed Board Member Count (collectively, the Series Seed Board Designees ) designated from time to time in a writing delivered to the Company and signed by holders of a majority of the then-outstanding Shares; (c) that number of individuals, if any, equal to the Mutual Consent Board Member Count (collectively, the Mutual Consent Board Designees and, together with any Common Board Designee and any Seed Board Designee, each a Board Designee ) designated from time to time in a writing delivered to the Company and signed by (a) holders of a majority of the then-outstanding Shares and (b) holders of a majority of the then-outstanding shares of the Company s Common Stock. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, a Stockholder shall not take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal or designation of a Board Designee is approved in a writing signed by the parties entitled to designate the Board Designee. Each Stockholder hereby appoints, and shall appoint, the then-current Chief Executive Officer of the Company, as the Stockholder s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company s capital stock held by the Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of the Stockholder if, and only if, the Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of the Stockholder s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five days of the Company s or any other party s written request for the Stockholder s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of the Stockholder s duties under this Agreement. Each such proxy and power will be irrevocable for the term of this Agreement. The proxy and power, so long as any Stockholder is an individual, will survive the death, incompetency and disability of such Stockholder and, so long as any Stockholder is an entity, will survive the merger or reorganization of the Stockholder or any other entity holding Voting Shares. 8. GENERAL PROVISIONS. 8.1 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties to this Agreement or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. No Purchaser may transfer Shares unless each transferee agrees to be bound by the terms of this Agreement. 8.2 Governing Law. This Agreement is governed by the Governing Law, regardless of the laws that might otherwise govern under applicable principles of choice of law. 8.3 Counterparts; Facsimile or Electronic Signature. This Agreement may be executed and delivered by facsimile or electronic signature and in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 8.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. References to sections or subsections within this set of Agreement Terms shall be deemed to be references to the sections of this set of Agreement Terms contained in Exhibit B to the Agreement, unless otherwise specifically stated herein. B-14

18 8.5 Notices. All notices and other communications given or made pursuant to this Agreement must be in writing and will be deemed to have been given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by facsimile or electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient s next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications must be sent to the respective parties at their address as recorded by SI Securities, LLC and/or as set forth on the signature page hereto, or to such address, facsimile number or electronic mail address as subsequently modified by written notice given in accordance with this Section Attorneys Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys fees, costs, and necessary disbursements in addition to any other relief to which the party may be entitled. Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery, and performance of the Agreement. 8.7 Amendments and Waivers. Except as specified in Section 1.2.2, any term of this Agreement may be amended, terminated or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Purchasers holding a majority of the then-outstanding Shares (or Common Stock issued on conversion thereof); provided, however, that any amendment to Section 7.1(a) or Section 7.1(c) will also require the additional written consent of the holders of a majority of the outstanding shares of the Company s Common Stock. Notwithstanding the foregoing, the addition of a party to this Agreement pursuant to a transfer of Shares in accordance with Section 8.1 will not require any further consent. Any amendment or waiver effected in accordance with this Section 7 will be binding upon the Purchasers, the Key Holders, each transferee of the Shares (or the Common Stock issuable upon conversion thereof) or Common Stock from a Purchaser or Key Holders, as applicable, and each future holder of all such securities, and the Company. It is specifically intended that entering into the Next Financing Agreements in a form substantially similar to the form agreements set as forth as Model Legal Documents on shall be considered an amendment to this Agreement provided that it is done in accordance with this Section Severability. The invalidity or unenforceability of any provision of this Agreement will in no way affect the validity or enforceability of any other provision. 8.9 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, will impair any such right, power or remedy of such non-breaching or non-defaulting party nor will it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor will any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, are cumulative and not alternative Termination. Unless terminated earlier pursuant to the terms of this Agreement, (x) the rights, duties and obligations under Sections 4, 6 and 7 will terminate immediately prior to the closing of the Company s initial public offering of Common Stock pursuant to an effective registration B-15

19 statement filed under the Securities Act, (y) notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) will terminate upon the closing of a Deemed Liquidation Event as defined in the Charter and (z) notwithstanding anything to the contrary herein, Section 1, Section 2, Section 3, Section and this Section 8 will survive any termination of this Agreement Dispute Resolution. Each party (a) hereby irrevocably and unconditionally submits to the personal jurisdiction of the Dispute Resolution Jurisdiction for the purpose of any suit, action, or other proceeding arising out of or based upon this Agreement; (b) shall not commence any suit, action or other proceeding arising out of or based upon this Agreement except in the Dispute Resolution Jurisdiction; and (c) hereby waives, and shall not assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject to the personal jurisdiction of the Dispute Resolution Jurisdiction, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement, or the subject matter hereof and thereof may not be enforced in or by the Dispute Resolution Jurisdiction No Class Action Claims. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS. No party may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. An award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any claim of anyone other than a named party, or (ii) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this paragraph, and any attempt to do so, whether by rule, policy, and arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this paragraph shall be determined exclusively by a court and not by the administrator or any arbitrator. If this paragraph shall be deemed unenforceable, then any proceeding in the nature of a class action shall be handled in court, not in arbitration Subscription Procedure. Each Purchaser, by providing his or her name, and subscription Amount, confirms such investment through the platform provided by SI Securities, LLC and has signed this Agreement electronically. Purchaser agrees that his or her electronic signature is the legal equivalent of his or her manual signature on this Agreement. By confirming, the Purchaser consents to be legally bound by this Agreement s terms and conditions, and to the terms and conditions of subscription established by the SI Securities, LLC. Alternatively, if not subscribing through the platform provided by SI Securities, LLC, Purchaser may execute a counterpart signature page to this Agreement and deliver it along with the Purchase Price to the Company. All Purchasers who subscribe for an Amount of $20,000 or more will be processed via Regulation D, all other Purchasers who subscribe for an Amount less than $20,000 will be processed via Regulation CF. Investments may be accepted up to the Maximum Raise Amount up until the Offering End Date. [SIGNATURE PAGE FOLLOWS] B-16

20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first agreed and accepted by the Company as written below. PURCHASER: By: Name: Title: Address: Amount: Date: KEY HOLDERS: By: Name: Date: Graham Dodge By: Name: Date: James Sajor By: Name: Date: Michael Belt

21 AGREED AND ACCEPTED: COMPANY: By: Name: Title: Date:

22 EXHIBIT C FORM OF ARTICLES SUPPLEMENTARY

23 SICKWEATHER, INC. Articles Supplementary Series Seed Preferred Stock Sickweather, Inc., a Maryland corporation (the Corporation ), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Under a power contained in Article VI of the charter of the Corporation (the Charter ) and Section of the Maryland General Corporation Law, the Board of Directors of the Corporation (the Board ), by duly adopted resolutions, classified and designated 22,000 authorized but unissued shares of preferred stock of the Corporation, $0.01 par value per share (the Preferred Stock ), as shares of Series Seed Preferred Stock, $0.01 par value per share, with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption, which, upon any restatement of the Charter, shall become part of Article VI of the Charter, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof: Series Seed Preferred Stock 1. DESIGNATION, NUMBER AND RANKING. (a) Designation and Number. A series of Preferred Stock, designated as Series Seed Preferred Stock (the Series Seed Preferred Stock ), is hereby established. The total number of authorized shares of Series Seed Preferred Stock shall be twenty-two thousand (22,000). (b) Ranking. The Series Seed Preferred Stock will rank: (i) senior to all classes or series of common stock, par value $0.01 per share (the Common Stock ), of the Corporation and to all other equity securities issued by the Corporation other than equity securities referred to in clauses (ii) and (iii) of this Section 1(b) with respect to the rights to the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation; (ii) on a parity with all other equity securities issued by the Corporation with terms specifically providing that those equity securities rank on a parity with the Series Seed Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation; and (iii) junior to all equity securities issued by the Corporation with terms specifically providing that those equity securities rank senior to the Series Seed Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation. 2. LIQUIDATION, DISSOLUTION, OR WINDING UP; CERTAIN MERGERS, CONSOLIDATIONS AND ASSET SALES. (a) Payments to Holders of Series Seed Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation or any Deemed Liquidation Event (as defined below), before any payment shall be made to the holders of Common Stock or of any other issued and outstanding equity securities of the Corporation with terms specifically providing that those equity securities rank junior to the Series Seed v3

24 Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Corporation, by reason of their ownership thereof, the holders of shares of Series Seed Preferred Stock then outstanding shall be paid out of the assets available for distribution to the stockholders of the Corporation, an amount per share equal to the greater of (i) the Original Issue Price for such share of Series Seed Preferred Stock, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series Seed Preferred Stock been converted into Common Stock pursuant to Section 4 hereof immediately prior to such liquidation, dissolution or winding up or Deemed Liquidation Event. If upon any such liquidation, dissolution, or winding up or Deemed Liquidation Event of the Corporation, the assets available for distribution to the stockholders of the Corporation are insufficient to pay the holders of shares of Series Seed Preferred Stock the full amount to which they are entitled under this Section 2(a), the holders of shares of Series Seed Preferred Stock and of any other issued and outstanding equity securities of the Corporation with terms specifically providing that those equity securities rank on a parity with the Series Seed Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Corporation (the Parity Securities ) will share ratably in any distribution of the assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares of Series Seed Preferred Stock and the Parity Securities held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. Original Issue Price shall initially mean $ per share, and for any future issuances of shares of Series Seed Preferred Stock, such price per share as the Board may determine, in its sole discretion (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to the Series Seed Preferred Stock). (b) Deemed Liquidation Events. (i) Definition. Each of the following events shall be a Deemed Liquidation Event unless the holders of a majority of the outstanding shares of Series Seed Preferred Stock (voting as a single class on an as-converted basis) (the Requisite Holders ) elect otherwise by written notice received by the Corporation at least five (5) days prior to the effective date of any such event: (A) a merger or consolidation in which (1) the Corporation is a constituent party or (2) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for equity securities that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the equity securities of (x) the surviving or resulting party or (y) if the surviving or resulting party is a wholly owned subsidiary of another party immediately following such merger or consolidation, the parent of such surviving or resulting party; provided that, for the purpose of this Section 2(b)(i), all shares of Common Stock issuable upon exercise of options outstanding immediately prior to such merger or consolidation or upon conversion of convertible securities outstanding immediately prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, deemed to be converted or exchanged in such merger or consolidation on the same terms as the actual outstanding shares of Common Stock are converted or exchanged; or v3-2 -

25 (B) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or, if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation, except where such sale, lease, transfer or other disposition is to the Corporation or one or more wholly owned subsidiaries of the Corporation. (c) Amount Deemed Paid or Distributed. The funds and assets deemed paid or distributed to the holders of stock of the Corporation upon any such merger, consolidation, sale, transfer or other disposition described in this Section 2(b) will be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board. 3. VOTING. (a) General. On any matter presented to the holders of Series Seed Preferred Stock for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series Seed Preferred Stock may cast the number of votes equal to the number of shares of Common Stock into which the shares of Series Seed Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Charter, holders of Series Seed Preferred Stock shall vote together with the holders of Common Stock as a single class on an as-converted basis, shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision of the Charter, to notice of any stockholder meeting in accordance with the Bylaws of the Corporation (the Bylaws ). (b) Series Seed Preferred Stock Protective Provisions. At any time when at least 25% of the initially issued shares of Series Seed Preferred Stock remain outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Charter) the written consent or affirmative vote of the Requisite Holders, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a single class: (i) alter the rights, powers or privileges of the Series Seed Preferred Stock set forth in the Charter (including these Articles Supplementary) or Bylaws, as then in effect, in a way that adversely affects the Series Seed Preferred Stock; (ii) increase or decrease the authorized number of shares of any class or series of stock of the Corporation; (iii) authorize or create (by reclassification or otherwise) any new class or series of stock having rights, powers or privileges set forth in the Charter, as then in effect, that are senior to or on a parity with the Series Seed Preferred Stock; v3-3 -

26 (iv) redeem or repurchase any shares of Common Stock or Series Seed Preferred Stock (other than pursuant to (A) employee or consultant agreements giving the Corporation the right to repurchase shares upon the termination of services pursuant to the terms of the applicable agreement or (B) the Stockholders Agreement, dated as of January 31, 2015, by and among the Corporation and stockholders party thereto, as amended or supplemented from time to time); (v) declare or pay any dividend or otherwise make a distribution to holders of Series Seed Preferred Stock or Common Stock; (vi) increase or decrease the number of directors of the Corporation; or (vii) liquidate, dissolve, or wind-up the business and affairs of the Corporation, effect any Deemed Liquidation Event, or consent, agree or commit to do any of the foregoing without conditioning such consent, agreement or commitment upon obtaining the approval required by this Section 3(b). (c) Election of Directors. For so long as at least 25% of the initially issued shares of Series Seed Preferred Stock remain outstanding, the holders of shares of Series Seed Preferred Stock, voting exclusively and as a separate class, are entitled to elect one (1) director of the Corporation (the Series Seed Director ), the holders of shares of Common Stock, voting exclusively and as a separate class, are entitled to elect three (3) directors of the Corporation, and any additional directors will be elected by the holders of shares of Series Seed Preferred Stock, Common Stock and any other voting stock of the Corporation, voting together as a single class on an as-converted basis, as applicable. For administrative convenience, the initial Series Seed Director may also be elected by the Board in connection with the initial issuance of Series Seed Preferred Stock without a separate action by the holders of Series Seed Preferred Stock. The Series Seed Director may be removed from office at any time, with or without cause, but only by the affirmative vote of a majority of all the votes entitled to be cast by the holders of Series Seed Preferred Stock. 4. CONVERSION. The holders of the Series Seed Preferred Stock have the following conversion rights (the Conversion Rights ): (a) Right to Convert. (i) Conversion Ratio. Each share of Series Seed Preferred Stock is convertible, at the option of the holder thereof, at any time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Issue Price for such share by the Conversion Price in effect at the time of conversion. The Conversion Price means the Original Issue Price for such share of Series Seed Preferred Stock, which initial Conversion Price, and the rate at which shares of Series Seed Preferred Stock may be converted into shares of Common Stock, is subject to adjustment as provided in these Articles Supplementary. For the avoidance of doubt, as of the date of these Articles Supplementary, the conversion ratio for the conversion of a share of Series Seed Preferred Stock into Common Stock is 1:1. (ii) Termination of Conversion Rights. Subject to Section 4(c)(1) in the case of a Contingency Event herein, in the event of a liquidation, dissolution, or winding up v3-4 -

27 of the Corporation or a Deemed Liquidation Event, the Conversion Rights will terminate at the close of business on the last full day preceding the date fixed for the first payment of any funds and assets distributable on such event to the holders of Series Seed Preferred Stock. (b) Fractional Shares. No fractional shares of Common Stock will be issued upon conversion of the Series Seed Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board. Whether or not fractional shares would be issuable upon such conversion will be determined on the basis of the total number of shares of Series Seed Preferred Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion. (c) Mechanics of Conversion. (i) Notice of Conversion. To voluntarily convert shares of Series Seed Preferred Stock into shares of Common Stock, a holder of Series Seed Preferred Stock shall deliver to the Corporation at its principal office written notice that the holder elects to convert all or any number of the shares of Series Seed Preferred Stock held of record by such holder and, if applicable, any event on which the conversion is contingent (a Contingency Event ), together with the certificate or certificates, if any, for such shares (or, if such registered holder alleges that any such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate). The conversion notice must state the holder s name or the names of the nominees in which such holder wishes the shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion, if any, shall be endorsed or accompanied by a written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or such holder s attorney duly authorized in writing. The close of business on the date of receipt by the Corporation of the conversion notice and the certificates (or lost certificate affidavit and agreement), if any, or, if later, the date on which all Contingency Events have occurred, will be the time of conversion (the Conversion Time ), and the shares of Common Stock issuable upon conversion of the shares being converted shall be deemed to be outstanding of record as of such time. The Corporation shall, as soon as practicable after the Conversion Time, (A) if such shares of Common Stock will be represented by certificates, issue and deliver to the holder, or to the holder s nominees, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion in accordance with the provisions of these Articles Supplementary and, if such shares of Series Seed Preferred Stock will be represented by certificates, a certificate for the number, if any, of shares of Series Seed Preferred Stock that were not converted into Common Stock, (B) pay in cash such amount as provided in Section 4(b) in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and (C) pay all declared but unpaid dividends on the shares of Series Seed Preferred Stock converted. (ii) Reservation of Shares. For the purpose of effecting the conversion of the Series Seed Preferred Stock, the Corporation shall at all times while any share of Series Seed Preferred Stock is outstanding, reserve and keep available out of its authorized but unissued stock, that number of its authorized but unissued shares of Common Stock as may from time to v3-5 -

28 time be sufficient to effect the conversion of all outstanding shares of Series Seed Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock is not sufficient to effect the conversion of all then-outstanding shares of Series Seed Preferred Stock, the Corporation shall use its best efforts to cause such corporate action to be taken as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Charter. Before taking any action that would cause an adjustment reducing the Conversion Price below the then-par value of the shares of Common Stock issuable upon conversion of the Series Seed Preferred Stock, the Corporation shall take any corporate action that may be necessary so that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price. (iii) Effect of Conversion. All shares of Series Seed Preferred Stock that shall have been surrendered for conversion as provided in these Articles Supplementary shall no longer be deemed to be outstanding and all rights with respect to such shares will immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section 4(b), and to receive payment of any dividends declared but unpaid thereon. Any shares of Series Seed Preferred Stock so converted shall be returned to the status of authorized but unissued shares of Series Seed Preferred Stock. (iv) No Further Adjustment. Upon any conversion of shares of Series Seed Preferred Stock, no adjustment to the Conversion Price will be made with respect to the converted shares for any declared but unpaid dividends on the Series Seed Preferred Stock or on the Common Stock delivered upon conversion. (d) Adjustment for Stock Splits and Combinations. If the Corporation at any time or from time to time after the date on which the first share of Series Seed Preferred Stock is issued by the Corporation (such date referred to herein as the Original Issue Date ) effects a subdivision of the outstanding shares of Common Stock, the Conversion Price for the Series Seed Preferred Stock in effect immediately before that subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of Series Seed Preferred Stock will be increased in proportion to the increase in the aggregate number of shares of Common Stock outstanding. If the Corporation at any time or from time to time after the Original Issue Date combines the outstanding shares of Common Stock, the Conversion Price for the Series Seed Preferred Stock in effect immediately before the combination will be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this Section 4(d) becomes effective at the close of business on the date the subdivision or combination becomes effective. (e) Adjustment for Certain Dividends and Distributions. If the Corporation at any time or from time to time after the Original Issue Date makes or issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in v3-6 -

29 each such event the Conversion Price in effect immediately before the event will be decreased as of the time of such issuance or, in the event a record date has been fixed, as of the close of business on such record date, by multiplying such Conversion Price then in effect by a fraction: (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of the issuance or the close of business on the record date, and (ii) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately before the time of such issuance or the close of business on the record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution. Notwithstanding the foregoing, (x) if such record date has been fixed and the dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, such Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion Price shall be adjusted pursuant to this Section 4(e) as of the time of actual payment of such dividend or distribution; and (y) no such adjustment shall be made if the holders of Series Seed Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock that they would have received if all outstanding shares of Series Seed Preferred Stock had been converted into Common Stock on the date of the event. (f) Adjustments for Other Dividends and Distributions. If the Corporation at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation (other than a distribution of shares of Common Stock in respect of outstanding shares of Common Stock), then and in each such event the Corporation shall make, simultaneously with the distribution to the holders of Common Stock, a dividend or other distribution to the holders of Series Seed Preferred Stock in an amount equal to the amount of securities as the holders would have received if all outstanding shares of Series Seed Preferred Stock had been converted into Common Stock on the date of such event. (g) Adjustment for Reclassification, Exchange and Substitution. If, at any time or from time to time after the Original Issue Date, the Common Stock issuable upon the conversion of the Series Seed Preferred Stock is changed into the same or a different number of shares of any class or series of stock of the Corporation, whether by recapitalization, reclassification, or otherwise (other than by a stock split or combination, dividend, distribution, merger or consolidation covered by Section 4(d), (e), (f) or (h) or by Section 2(b) regarding a Deemed Liquidation Event), then in any such event each holder of Series Seed Preferred Stock may thereafter convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which such shares of Series Seed Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change. (h) Adjustment for Merger or Consolidation. Subject to the provisions of Section 2(b), if any consolidation or merger occurs involving the Corporation in which the Common Stock (but not the Series Seed Preferred Stock) is converted into or exchanged for v3-7 -

30 securities, cash, or other property (other than a transaction covered by Section 4(e), (f) or (g)), then, following any such consolidation or merger, the Corporation shall provide that each share of Series Seed Preferred Stock will thereafter be convertible, in lieu of the Common Stock into which it was convertible prior to the event, into the kind and amount of securities, cash, or other property which a holder of the number of shares of Common Stock issuable upon conversion of one share of Series Seed Preferred Stock immediately prior to the consolidation or merger would have been entitled to receive pursuant to the transaction; and, in such case, the Corporation shall make appropriate adjustment (as determined in good faith by the Board) in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of Series Seed Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series Seed Preferred Stock. (i) Notice as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 4, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than fifteen (15) days thereafter, compute such adjustment or readjustment in accordance with the terms of these Articles Supplementary and furnish to each holder of Series Seed Preferred Stock a notice setting forth the adjustment or readjustment (including the kind and amount of securities, cash, or other property into which the Series Seed Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of Series Seed Preferred Stock (but in any event not later than ten (10) days thereafter), furnish or cause to be furnished to such holder a notice setting forth (i) the Conversion Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash, or property which then would be received upon the conversion of the Series Seed Preferred Stock. (j) Mandatory Conversion. Upon either (i) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) the date and time, or the occurrence of an event, specified by vote or written consent of the Requisite Holders at the time of such vote or consent, voting as a single class on an as-converted basis (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent, the Mandatory Conversion Time ), all outstanding shares of Series Seed Preferred Stock will automatically convert into shares of Common Stock, at the applicable ratio described in Section 4(a)(i) as the same may be adjusted from time to time in accordance with Section 4. (k) Procedural Requirements. The Corporation shall notify in writing all holders of record of shares of Series Seed Preferred Stock of the Mandatory Conversion Time and the place designated for mandatory conversion of all such shares of Series Seed Preferred Stock pursuant to Section 4(j). Unless otherwise provided in these Articles Supplementary, the notice need not be sent in advance of the occurrence of the Mandatory Conversion Time. Upon receipt of the notice, each holder of shares of Series Seed Preferred Stock shall surrender such holder s certificate or certificates, if any, for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made v3-8 -

31 against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 4, to the extent such shares are certificated. If so required by the Corporation, certificates surrendered for conversion, if any, shall be endorsed or accompanied by written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or such holder s attorney duly authorized in writing. All rights with respect to the Series Seed Preferred Stock converted pursuant to Section 4(j), including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate at the Mandatory Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender any certificates at or prior to such time), except only the rights of the holders thereof, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this Section 4(k). As soon as practicable after the Mandatory Conversion Time and the surrender of the certificate or certificates (or lost certificate affidavit and agreement) for Series Seed Preferred Stock, if any, the Corporation shall issue and deliver to such holder, or to such holder s nominee(s), a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof, to the extent such shares will be certificated, together with cash as provided in Section 4(b) in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and the payment of any declared but unpaid dividends on the shares of Series Seed Preferred Stock converted. Such converted shares of Series Seed Preferred Stock shall be returned to the status of authorized but unissued shares of Series Seed Preferred Stock. 5. DIVIDENDS. For the purpose of dividends or other distributions on the stock of the Corporation, each holder of shares of Series Seed Preferred Stock will be treated as holding the number of shares of Common Stock then issuable upon conversion of all shares of Series Seed Preferred Stock held by such holder pursuant to Section REDEEMED OR OTHERWISE ACQUIRED SHARES. Any shares of Series Seed Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries will be automatically and immediately returned to the status of authorized but unissued shares of Series Seed Preferred Stock. 7. WAIVER. Any of the rights, powers, privileges and other terms of the Series Seed Preferred Stock set forth herein may be waived prospectively or retrospectively on behalf of all holders of Series Seed Preferred Stock by the affirmative written consent or vote of the Requisite Holders. 8. NOTICE OF RECORD DATE. In the event: (a) the Corporation takes a record of the holders of its Common Stock (or other stock or securities at the time issuable upon conversion of the Series Seed Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or series, or to receive any other security; or v3-9 -

32 (b) (c) of any capital reorganization of the Corporation, any reclassification of the Common Stock or any Deemed Liquidation Event; or of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation, then, and in each such case, the Corporation shall send or cause to be sent to the holders of the Series Seed Preferred Stock a written notice specifying, as the case may be, (x) the record date for such dividend, distribution, or right, and the amount and character of such dividend, distribution or right, or (y) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time issuable upon the conversion of the Series Seed Preferred Stock) will be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Series Seed Preferred Stock and the Common Stock. The Corporation shall send the notice at least ten (10) days before the earlier of the record date or effective date for the event specified in the notice. 9. NOTICES. Except as otherwise provided herein, any notice required or permitted by the provisions of these Articles Supplementary to be given to a holder of shares of Series Seed Preferred Stock must be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the Maryland General Corporation Law, and will be deemed sent upon such mailing or electronic transmission. SECOND: The shares of Series Seed Preferred Stock have been classified and designated by the Board under the authority contained in the Charter and Section of the Maryland General Corporation Law. THIRD: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law. FOURTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury. [SIGNATURE PAGE FOLLOWS] v3-10 -

33 IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President and attested to by its Secretary as of the day of December, ATTEST: SICKWEATHER, INC. By: By: Name: James Sajor Name: Graham Dodge Title: Secretary Title: President v3-11 -

34 EXHIBIT D DISCLOSURE SCHEDULE This Disclosure Schedule (this Disclosure Schedule ) is delivered by the Company in connection with the sale of shares of the Company s Series Seed Preferred Stock on or about the Agreement Date by the Company. This Disclosure Schedule is arranged in sections corresponding to the numbered and lettered sections contained in Exhibit B of the Agreement, and the disclosures in any section of this Disclosure Schedule qualify other sections in Exhibit B of the Agreement to the extent it is reasonably apparent from a reading of the disclosure that such disclosure is applicable to such other sections. Where any representation or warranty is limited or qualified by the materiality of the matters to which the representation or warranty are given, the inclusion of any matter in this Disclosure Schedule does not constitute an admission by the Company that such matter is material. Unless otherwise defined herein, any capitalized terms in this Disclosure Schedule have the same meanings assigned to those terms in the Agreement. Nothing in this Disclosure Schedule constitutes an admission of any liability or obligation of the Company to any third party, or an admission against the Company s interests.

35 Disclosure Schedules Schedule 2.2.1(a); 2.2.2; Schedule 2.11 Schedule 2.12 Cap Table; List of shareholders; Preemptive and Other Anti- Dilution Rights; Vesting schedule Material Agreements Liabilities

36 Schedule 2.2.1(a); 2.2.2; Capitalization Table Name of Stockholder Shares of Common Stock, par value $0.01 per share, issued and outstanding Graham Dodge 92,000 (23.9%) James Sajor 92,000 (23.9%) Michael Belt 92,000 (23.9%) Zephrin Lasker 33,200 (8.6%) John Erck 17,350 (4.5%) Emily Leffler-Schulman 9,000 (2.3%) Bogdan Rau 1 Nicholas Pimentel Megan Milstein 2 Linda Abraham Mark Dredze Michael Paul Logical Ventures, Inc. (Bob Roswell) PBTS Holdings LLC Paul Palmieri Laurel Edelman 7,600 (2.0%) 6,496 (1.7%) 3,800 (1.0%) 1,800 (0.5%) 1,500 (0.4%) 1,500 (0.4%) 150 (0.04%) 22, (5.8%) 3 1,846 (0.5%) 1,912 (0.5%) 4 Total 384, (100%) 1 1,900 Shares remain subject to vesting (with 1,900 shares vesting on December 31, 2017) Shares remain subject to vesting (with 950 shares vesting on December 31, 2017). 3 Subject to certain anti-dilution protection to maintain 6% of the outstanding shares on a fully diluted basis per Stock Purchase Agreement, dated January 31, 2015, prior to a Qualified Financing. 4 1,434 Shares remain subject to vesting (with 478 shares vesting on February 1, 2018, August 1, 2018 and February 1, 2019, respectively).

37 Outstanding Warrant Convertible into Shares of Company Stock: 1. $150,000 KISS-A Convertible Security, dated as of November 1, 2016, issued by the Company to 500 Startups IV, L.P. and generally convertible into 6% of the fully-diluted equity capitalization of the Company or 2X return on $150,000 investment. Outstanding Promissory Notes Convertible into Shares of Common Stock: 1. Convertible Promissory Note, dated as of February 28, 2014, made by the Company to Sprint ewireless, Inc., in the principal amount of $100, Convertible Promissory Note, dated as of September 11, 2014, made by the Company to FG Angel, LLC, in the principal amount of $50, Convertible Promissory Note, dated as of September 11, 2014, made by the Company to AngelList-Sher-Fund, in the principal amount of $299, Convertible Promissory Note, dated as of April 28, 2015, made by the Company to Paul Palmieri, in the principal amount of $70, Convertible Promissory Note, dated as of May 1, 2015, made by the Company to Bonsal Capital, LLC, in the principal amount of $25, Convertible Promissory Note, dated as of June 6, 2015, made by the Company to Columbus O Donnell Lee Boyce, Jr., in the principal amount of $10, Convertible Promissory Note, dated as of August 5, 2015, made by the Company to TEDCO, in the principal amount of $100, Convertible Promissory Note, dated as of December 22, 2015, made by the Company to Edward Roberto, in the principal amount of $5, Convertible Promissory Note, dated as of January 7, 2016, made by the Company to Erich Walker, in the principal amount of $10, Convertible Promissory Note, dated as of February 22, 2016, made by the Company to Fred Greenewalt, in the principal amount of $10, Convertible Promissory Note, dated as of February 22, 2016, made by the Company to Arthur Watson, in the principal amount of $10, Convertible Promissory Note, dated as of April 13, 2016, made by the Company to Scott Drew Ketchen, in the principal amount of $5, Convertible Promissory Note, dated as of December 13, 2016, made by the Company to Firebrand Ventures, LP, in the principal amount of $150, Four separate closings of $25,000 occurred on August 5, 2015, September 11, 2015, October 9, 2015 and November 16, Accordingly, interest accrues on $25,000 as of August 5, 2015, September 11, 2015, October 9, 2015 and November 16, 2015, respectively.

38 14. Convertible Promissory Note, dated as of January 20, 2017, made by the Company to David Fowler Larrabee, Trustee U/T/A dated 8/27/97, FBO David Fowler Larrabee, in the principal amount of $25, Convertible Promissory Note, dated as of February 3, 2017, made by the Company to Tim Jonkman, in the principal amount of $100, Convertible Promissory Note, dated as of February 3, 2017, made by the Company to Brian and Jean Kirkwood Revocable Living Trust dated 10/28/14, in the principal amount of $25, Convertible Promissory Note, dated as of February 8, 2017, made by the Company to Chris Phalen, in the principal amount of $25, Convertible Promissory Note, dated as of May 9, 2017, made by the Company to Benjamin D. Malone, in the principal amount of $15, Convertible Promissory Note, dated as of May 11, 2017, made by the Company to Keiko Iwaisako, in the principal amount of $10, Convertible Promissory Note, dated as of June 21, 2017, made by the Company to Missouri Technology Corporation, in the principal amount of $175, Convertible Promissory Note, dated as of September 27, 2017, made by the Company to Berg Capital Group, LLC, in the principal amount of $25,000. Outstanding Indebtedness (Non-Convertible into Shares of Common Stock): 1. Promissory Note, dated as of February 8, 2016, made by the Company to Howard County Economic Development Authority, in the principal amount of $150,000. Preemptive and Other Anti-dilution Rights: 1. Firebrand Ventures, LP has preemptive rights to purchase its pro rata share of equity securities issued by the Company in any equity financings undertaken primarily for capital raising purposes at the same price as the other investors in such financing, pursuant to a Side Letter to the Sickweather, Inc. Convertible Promissory Note Purchase Agreement, dated as of December 13, 2016, by and between the Company and Firebrand Ventures, LP. 2. Missouri Technology Corporation has preemptive rights to purchase its pro rata share of new equity securities issued by the Company, subject to customary exceptions, pursuant to a Participation Agreement, dated as of June 21, 2017, by and between the Company and Missouri Technology Corporation. 3. The Maryland Technology Development Corporation (TEDCO) has the right to participate in any equity or debt offering by the Company on a pari-passu basis, pursuant to a Convertible Note Purchase Agreement, dated as of August 5, 2015, by and between the Company and TEDCO Startups IV, L.P. has the right to convert the KISS-A Convertible Security, dated as of November 1, 2016, into 6% of the fully-diluted equity capitalization of the Company or 2X return on $150,000 investment.

39 5. PBTS Holdings LLC has the right to certain anti-dilution protection to maintain 6% of the outstanding shares of the Company (on a fully diluted basis), pursuant to a Stock Purchase Agreement, dated January 31, 2015, until immediately prior to the sale and issuance of the Company s capital stock in a future bona fide equity financing that results in an aggregate purchase price paid to the Company by investors that are not related to or otherwise affiliated with the Company s founders of not less than $250,000.

40 Schedule 2.11 Material Agreements 1. Content License Agreement, dated April 10, 2015, between the Company and Accuweather, Inc. 2. License Agreement, dated as of April 21, 2015, between the Company and McNeil Consumer Health Division of McNeil-PPC, Inc. 3. Developers Advertising Agreement, dated May 19, 2014, between the Company and Pinsight Media+, Inc., as amended by the Addendum to Developers Advertising Agreement, dated May 20, 2014, between the Company and Pinsight Media+, Inc. 4. Sponsored Content Agreement, dated August 31, 2016, between the Company and Clorox. 5. Evaluation and Development Agreement, dated January 29, 2015, between the Company and AccuWeather Inc. 6. Content License Agreement, dated June 11, 2015, between the Company and The Weather Channel, LLC, as amended by Amendment Number One, dated as of June 14, 2016, and GSK Special Addendum to Content License Agreement, dated December Amendment Number One to the Content License Agreement, dated June 11, 2015, between the Company and The Weather Channel, LLC. 8. License Agreement, dated as of April 24, 2017, between the Company and Universal McCann Worldwide, Inc. 9. License Agreement, dated as of June 1, 2017, between the Company and Publicis New York.

41 Schedule 2.12 Liabilities 1. Promissory Note, dated as of February 8, 2016, made by the Company to Howard County Economic Development Authority, in the principal amount of $150, The Convertible Notes and Warrant (KISS-A) set forth on Schedule above. 3. Accounts payable of $50,922 as of April 30, 2017.

42 EXHIBIT E FORM C

43 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM C UNDER THE SECURITIES ACT OF 1933 (Mark one.) Form C: Offering Statement Form C-U: Progress Update Form C/A: Amendment to Offering Statement Check box if Amendment is material and investors must reconfirm within five business days. Form C-AR: Annual Report Form C-AR/A: Amendment to Annual Report Form C-TR: Termination of Reporting Name of issuer Sickweather, Inc. Legal status of issuer Form C-Corporation Jurisdiction of Incorporation/Organization Maryland Date of organization January 1, 2011 (converted to a Maryland corporation as of January 30, 2015) Physical address of issuer 2936 Ridge Road, Windsor Mill, MD Website of issuer Name of intermediary through which the offering will be conducted SI Securities, LLC CIK number of intermediary SEC file number of intermediary CRD number, if applicable, of intermediary

44 Amount of compensation to be paid to the intermediary, whether as a dollar amount or a percentage of the offering amount, or a good faith estimate if the exact amount is not available at the time of the filing, for conducting the offering, including the amount of referral and any other fees associated with the offering 7.5% of the amount raised Any other direct or indirect interest in the issuer held by the intermediary, or any arrangement for the intermediary to acquire such an interest SI Securities will receive equity compensation equal to 5% of the number of securities sold. Type of security offered Series Seed Preferred Stock Target number of Securities to be offered 5,457 Price (or method for determining price) $ Target offering amount $25,000 Oversubscriptions accepted: Yes No Oversubscriptions will be allocated: Pro-rata basis First-come, first-served basis Other: Maximum offering amount (if different from target offering amount) $1,000,000 Deadline to reach the target offering amount February 9, 2018 NOTE: If the sum of the investment commitments does not equal or exceed the target offering amount at the offering deadline, no Securities will be sold in the offering, investment commitments will be cancelled and committed funds will be returned. Current number of employees 3 2

45 Most recent fiscal year-end (April 30, 2017) Prior fiscal year-end (April 30, 2016) Total Assets $95,039 $74,182 Cash & Cash Equivalents $81,947 $15,460 Accounts Receivable $2,500 $56,500 Short-term Debt $50,922 $39,696 Long-term Debt $1,388,877 $998,487 Revenues/Sales $394,209 $122,753 Cost of Goods Sold $0 $0 Taxes Paid $21,124 $24,235 Net Income -$380,825 -$548,445 The jurisdictions in which the issuer intends to offer the Securities: Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, District Of Columbia, Florida, Georgia, Guam, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virgin Islands, U.S., Virginia, Washington, West Virginia, Wisconsin, Wyoming, American Samoa, and Northern Mariana Islands 3

46 EXHIBITS EXHIBIT A: Offering Memorandum EXHIBIT B: Financials EXHIBIT C: PDF of SI Website EXHIBIT D: Investor Deck EXHIBIT E: Video Transcript 4

47 EXHIBIT A OFFERING MEMORANDUM PART II OF OFFERING STATEMENT (EXHIBIT A TO FORM C) December 5, 2017 Sickweather, Inc. Up to $1,000,000 of Series Seed Preferred Stock Sickweather, Inc. ( Sickweather, the "Company," "we," "us", or "our"), is offering up to $1,000,000 worth of Series Seed Preferred Stock of the Company (the "Securities"). Purchasers of Securities are sometimes referred to herein as "Purchasers". The minimum target offering is $25,000 (the "Target Amount"). This Offering is being conducted on a best efforts basis and the Company must reach its Target Amount of $25,000 by February 9, The Company is making concurrent offerings under both Regulation CF (the Offering ) and Regulation D (the "Combined Offerings"). Unless the Company raises at least the Target Amount of $25,000 under the Regulation CF Offering and a total of $300,000 under the Combined Offerings (the "Closing Amount") by February 9, 2018, no Securities will be sold in this Offering, investment commitments will be cancelled, and committed funds will be returned. The Company will accept oversubscriptions in excess of the Target Amount up to $1,000,000 (the "Maximum Amount") on a first come, first served basis. If the Company reaches its Closing Amount prior to February 9, 2018, the Company may conduct the first of multiple closings, provided that the Offering has been posted for 21 days and that investors who have committed funds will be provided notice five business days prior to the close. The minimum amount of Securities that can be purchased is $500 per Purchaser (which may be waived by the Company, in its sole and absolute discretion). The offer made hereby is subject to modification, prior sale and withdrawal at any time. A crowdfunding investment involves risk. You should not invest any funds in this Offering unless you can afford to lose your entire investment. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the Offering, including the merits and risks involved. These Securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission (the SEC ) does not pass upon the merits of any Securities offered or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature. 5

48 These Securities are offered under an exemption from registration; however, the SEC has not made an independent determination that these Securities are exempt from registration. This disclosure document contains forward-looking statements and information relating to, among other things, the Company, its business plan and strategy, and its industry. These forward-looking statements are based on the beliefs of, assumptions made by, and information currently available to the Company s management. When used in this disclosure document and the Company Offering materials, the words "estimate", "project", "believe", "anticipate", "intend", "expect", and similar expressions are intended to identify forward-looking statements. These statements reflect management s current views with respect to future events and are subject to risks and uncertainties that could cause the Company s results to differ materially from those contained in the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements. We expressly disclaim any obligation to update any forward-looking statement contained in this document to reflect events or circumstances that may arise after the date hereof, all of which are expressly qualified by the foregoing, other than as required by applicable law. The Company has certified that all of the following statements are TRUE for the Company in connection with this Offering: (1) Is organized under, and subject to, the laws of a State or territory of the United States or the District of Columbia; (2) Is not subject to the requirement to file reports pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (the Exchange Act ) (15 U.S.C. 78m or 78o(d)); (3) Is not an investment company, as defined in section 3 of the Investment Company Act of 1940 (15 U.S.C. 80a-3), or excluded from the definition of investment company by section 3(b) or section 3(c) of that Act (15 U.S.C. 80a-3(b) or 80a-3(c)); (4) Is not ineligible to offer or sell securities in reliance on section 4(a)(6) of the Securities Act of 1933 (the 1933 Act ) (15 U.S.C. 77d(a)(6)) as a result of a disqualification as specified in (a); (5) Has filed with the SEC and provided to investors, to the extent required, any ongoing annual reports required by law during the two years immediately preceding the filing of this Form C; and (6) Has a specific business plan, which is not to engage in a merger or acquisition with an unidentified company or companies. Ongoing Reporting The Company will file a report electronically with the SEC annually and post the report on its website, no later than August 28, Once posted, the annual report may be found on the Company s website at the SEC information page on The Company must continue to comply with the ongoing reporting requirements until: (1) the Company is required to file reports under Section 13(a) or Section 15(d) of the Exchange Act; (2) the Company has filed at least three annual reports pursuant to Regulation CF and has total assets that do not exceed $10,000,000; (3) the Company has filed at least one annual report pursuant to Regulation CF and has fewer than 300 holders of record; (4) the Company or another party repurchases all of the Securities issued in reliance on Section 4(a)(6) of the 1933 Act, including any payment in full of debt securities or any complete redemption of redeemable securities; or (5) the Company liquidates or dissolves its business in accordance with state law. Updates Updates on the status of this Offering may be found at: About this Form C You should rely only on the information contained in this Form C. We have not authorized anyone to provide you with information different from that contained in this Form C. We are offering to sell, and seeking offers to buy the 6

49 Securities only in jurisdictions where offers and sales are permitted. You should assume that the information contained in this Form C is accurate only as of the date of this Form C, regardless of the time of delivery of this Form C or of any sale of Securities. Our business, financial condition, results of operations, and prospects may have changed since that date. Statements contained herein as to the content of any agreements or other document are summaries and, therefore, are necessarily selective and incomplete and are qualified in their entirety by the actual agreements or other documents. The Company will provide the opportunity to ask questions of and receive answers from the Company s management concerning terms and conditions of the Offering, the Company or any other relevant matters and any additional reasonable information to any prospective Purchaser prior to the consummation of the sale of the Securities. This Form C does not purport to contain all of the information that may be required to evaluate the Offering and any recipient hereof should conduct its own independent analysis. The statements of the Company contained herein are based on information believed to be reliable. No warranty can be made as to the accuracy of such information or that circumstances have not changed since the date of this Form C. The Company does not expect to update or otherwise revise this Form C or other materials supplied herewith. The delivery of this Form C at any time does not imply that the information contained herein is correct as of any time subsequent to the date of this Form C. This Form C is submitted in connection with the Offering described herein and may not be reproduced or used for any other purpose. SUMMARY The Business The following summary is qualified in its entirety by more detailed information that may appear elsewhere in this Form C and the Exhibits hereto. Each prospective Purchaser is urged to read this Form C and the Exhibits hereto in their entirety. Sickweather, Inc. (the "Company") is a Maryland corporation that was originally formed in Delaware as a limited liability company on January 5, 2011, under the name Sickweather LLC. The Company converted into a Maryland corporation on January 30, The Company is located at 2936 Ridge Road, Windsor Mill, MD The Company s website is A description of our products as well as our services, process, and business plan can be found on the Company s profile page on SeedInvest under and is attached as Exhibit C to the Form C of which this Offering Memorandum forms a part. The Offering Minimum amount of Series Seed Preferred Stock being offered $25,000 Total Series Seed Preferred Stock outstanding after Offering (if minimum amount reached) 5,457 Maximum amount of Series Seed Preferred Stock $1,000,000 Total Series Seed Preferred Stock outstanding after Offering (if maximum amount reached) 218,273 Purchase price per Security $ Minimum investment amount per investor $500 Offering deadline February 9, 2018 Use of proceeds See the description of the use of proceeds on page 14 hereof. 7

50 Voting Rights See the description of the voting rights on pages 11 and hereof. The price of the Securities has been determined by the Company and does not necessarily bear any relationship to the assets, book value, or potential earnings of the Company or any other recognized criteria or value. RISK FACTORS The SEC requires the Company to identify risks that are specific to its business and its financial condition. The Company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest. Risks Related to the Company s Business and Industry The Company s business currently depends on seasonality. The Company s flu business is seasonal, with some customers now coming on board only for a few months rather than the whole year. The Company is working on diversifying into forecasting common cold, allergies, headaches, and other non-seasonal ailments. The Company s cash position is relatively weak. The Company currently has only $30,000 in cash balances, plus $175,000 of hard committed funding. The Company is subject to a high churn rate. The churn rate for enterprise customers has historically been high at 50% for pilot programs. The Company forecasts expect churn rate to fall to 12%, with clients like The Weather Channel and Clorox renewing every year, but there is no guarantee that will be the case. The Company may be unable to maintain, promote, and grow its brand through marketing and communications strategies. It may prove difficult for the Company to dramatically increase the number of customers that it serves or to establish itself as a well-known brand in the competitive recruitment space. Additionally, the product may be in a market where customers will not have brand loyalty. We may not be successful in obtaining issued patents. Our success depends significantly on our ability to obtain, maintain and protect our proprietary rights to the technologies used in our services. We have a patent pending for a social networking aggregator to track illnesses. There is no guarantee that this patent will be issued. We were notified in February 2017 by the U.S. Patent and Trademark Office that the claims of the application were rejected, and have since filed a request for consideration. We have also filed a provisional patent application. Filing a provisional patent application only indicates that we are pursuing protection, but the scope of protection, or whether a patent will even be granted, is still undetermined. We are not currently protected from our competitors. Moreover, any patents issued to us may be challenged, invalidated, found unenforceable or circumvented in the future. Any intellectual enforcement efforts the Company seeks to undertake, including litigation, could be time-consuming and expensive and could divert management s attention. We rely heavily on our technology and intellectual property, but we may be unable to adequately or costeffectively protect or enforce our intellectual property rights, thereby weakening our competitive position and increasing operating costs. To protect our rights in our services and technology, we rely on a combination of copyright and trademark laws, patents, trade secrets, confidentiality agreements with employees and third parties, and protective contractual provisions. We also rely on laws pertaining to trademarks and domain names to protect the value of our corporate brands and reputation. Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our services or technology, obtain and use information, marks, or technology that we regard as proprietary, or otherwise violate or infringe our intellectual property rights. In addition, it is possible that others could independently develop substantially equivalent intellectual property. If we do not effectively protect our intellectual property, or if others independently develop substantially equivalent intellectual property, our competitive position could be weakened. 8

51 Effectively policing the unauthorized use of our services and technology is time-consuming and costly, and the steps taken by us may not prevent misappropriation of our technology or other proprietary assets. The efforts we have taken to protect our proprietary rights may not be sufficient or effective, and unauthorized parties may copy aspects of our services, use similar marks or domain names, or obtain and use information, marks, or technology that we regard as proprietary. We may have to litigate to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of others proprietary rights, which are sometimes not clear or may change. Litigation can be time consuming and expensive, and the outcome can be difficult to predict. The Company has an outstanding loan that is secured by the personal property of two of the Company s directors. The Company has an outstanding loan of $150,000 from the Howard County Economic Development Authority ( HCEDA ). The loan is secured by the personal property of two of the Company s directors, Graham Dodge and James Sajor. Some of the existing holders of securities in the Company have preemptive and other anti-dilution rights that may limit the ownership percentages of investors in this Combined Offering. The Company has previously issued securities under agreements that give their holders the ability to exercise preemptive and other anti-dilution rights (outlined below under Capitalization and Ownership - Capitalization ). The exercise of such rights may limit the ownership stake of investors investing through this Combined Offering. We are subject to rapid technological change and dependence on new product development. Our industry is characterized by rapid and significant technological developments, frequent new product introductions and enhancements, continually evolving business expectations and swift changes. To compete effectively in such markets, we must continually improve and enhance our products and services and develop new technologies and services that incorporate technological advances, satisfy increasing customer expectations and compete effectively on the basis of performance and price. Our success will also depend substantially upon our ability to anticipate, and to adapt our products and services to our collaborative partner s preferences. There can be no assurance that technological developments will not render some of our products and services obsolete, or that we will be able to respond with improved or new products, services, and technology that satisfy evolving customers expectations. Failure to acquire, develop or introduce new products, services, and enhancements in a timely manner could have an adverse effect on our business and results of operations. Also, to the extent one or more of our competitors introduces products and services that better address a customer s needs, our business would be adversely affected. Failure to obtain new clients or renew client contracts on favorable terms could adversely affect results of operations. We may face pricing pressure in obtaining and retaining our clients. Our clients may be able to seek price reductions from us when they renew a contract, when a contract is extended, or when the client s business has significant volume changes. They may also reduce services if they decide to move services in-house. On some occasions, this pricing pressure results in lower revenue from a client than we had anticipated based on our previous agreement with that client. This reduction in revenue could result in an adverse effect on our business and results of operations. Further, failure to renew client contracts on favorable terms could have an adverse effect on our business. Our contracts with clients generally run for several years and include liquidated damage provisions that provide for early termination fees. Terms are generally renegotiated prior to the end of a contract s term. If we are not successful in achieving a high rate of contract renewals on favorable terms, our business and results of operations could be adversely affected. We depend on third party providers, suppliers and licensors to supply some of the hardware, software and operational support necessary to provide some of our services. We obtain these materials from a limited number of vendors, some of which do not have a long operating history or which may not be able to continue to supply the equipment and services we desire. Some of our hardware, software and operational support vendors represent our sole source of supply or have, either through contract or as a result of intellectual property rights, a position of some exclusivity. If demand exceeds these vendors capacity or if these vendors experience operating or financial difficulties, or are otherwise unable to provide the equipment or services we need in a timely manner, at our specifications and at reasonable prices, our ability to provide some services might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might delay our ability to serve our customers. These events could materially and adversely affect our ability to retain and attract customers, and have a material negative impact on our operations, business, financial results and financial condition. 9

52 We plan to implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients, or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected. In order for the Company to compete and grow, it must attract, recruit, retain and develop the necessary personnel who have the needed experience. Recruiting and retaining highly qualified personnel is critical to our success. These demands may require us to hire additional personnel and will require our existing management personnel to develop additional expertise. We face intense competition for personnel. The failure to attract and retain personnel or to develop such expertise could delay or halt the development and commercialization of our product candidates. If we experience difficulties in hiring and retaining personnel in key positions, we could suffer from delays in product development, loss of customers and sales and diversion of management resources, which could adversely affect operating results. Our consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us. The reviewing CPA has included a going concern note in the reviewed financials. As noted by the independent accountant, the Company has recurring operating losses and significant liabilities, as of April 30, The independent accountant noted that these conditions raise substantial doubt about the Company s ability to continue as a going concern without raising sufficient additional financing. The independent accountant further noted that the financial statements do not include any adjustments that would be necessary to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. The Company s revenue sources from the previous two fiscal years were significantly concentrated. The Company received approximately 72% and 89% of its revenue from two customers for the years ended April 30, 2017 and 2016, respectively. The Company was owed approximately 88% of its accounts receivable balance from one customer as of April 30, The Company s success depends on the experience and skill of the board of directors, its executive officers and key employees. In particular, the Company is dependent on Graham Dodge, James Sajor, and Michael Belt. The Company has not entered into employment agreements with these people and there can be no assurance that they will continue to be involved in the Company s operations for a particular period of time. The loss of our key employees or any member of the board of directors or executive officer could harm the Company s business, financial condition, cash flow and results of operations. We have not prepared any audited financial statements. Therefore, you have no audited financial information regarding the Company s capitalization or assets or liabilities on which to make your investment decision. If you feel the information provided is insufficient, you should not invest in the Company. We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies. We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of There can be no assurance that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management s time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements. We are subject to many U.S. federal and state laws and regulations, including those related to privacy, rights of publicity, and law enforcement. These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended, in a manner that could harm our business. The technology and use of the technology in our product may not be legislated, and it is uncertain whether different states will legislate around this technology, and, 10

53 if they do, how they will do so. Violating existing or future regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties that could negatively affect our financial condition and results of operations. Risks Related to the Securities The Series Seed Preferred Stock will not be freely tradable until one year from the initial purchase date. Although the Series Seed Preferred Stock may be tradable under federal securities law, state securities regulations may apply and each Purchaser should consult with his or her attorney. You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the Series Seed Preferred Stock. Because the Series Seed Preferred Stock have not been registered under the 1933 Act or under the securities laws of any state or non-united States jurisdiction, the Series Seed Preferred Stock have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the 1933 Act or other securities laws will be effected. Limitations on the transfer of the Series Seed Preferred Stock may also adversely affect the price that you might be able to obtain for the Series Seed Preferred Stock in a private sale. Purchasers should be aware of the long-term nature of their investment in the Company. Each Purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof. A majority of the Company is owned by a small number of owners. Prior to the Offering, the Company s current owners of 20% or more beneficially own up to 71.7% of the Company. Subject to any applicable duties owed to our other owners or investors under Maryland law, these owners may be able to exercise significant influence over matters requiring owner approval, including the election of directors or managers and approval of significant Company transactions, and will have significant control over the Company s management and policies. Some of these persons may have interests that are different from yours. For example, these owners may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price potential investors are willing to pay for the Company. In addition, these owners could use their voting influence to maintain the Company s existing management, delay or prevent changes in control of the Company, or support or reject other management and board proposals that are subject to owner approval. Your ownership of the shares of preferred stock may be subject to dilution. Non-Major Purchasers (as defined below) of preferred stock do not have preemptive rights. If the Company conducts subsequent Offerings of preferred stock or Securities convertible into preferred stock, issues shares pursuant to a compensation or distribution reinvestment plan or otherwise issues additional shares, investors who purchase shares in this Offering who do not participate in those other stock issuances will experience dilution in their percentage ownership of the Company s outstanding shares. Furthermore, Purchasers may experience a dilution in the value of their shares depending on the terms and pricing of any future share issuances (including the shares being sold in this Offering) and the value of the Company s assets at the time of issuance. You will be bound by an investment management agreement, which limits your voting rights. All Non-Major Purchasers of Series Seed Preferred Stock will be bound by an investment management agreement. This agreement will limit your voting rights and at a later time may require you to convert your shares of Series Seed Preferred Stock into shares of common stock of the Company ( Common Stock ) without your consent. Non-Major Purchasers will be bound by this agreement, unless the Non-Major Purchasers holding a majority of the thenoutstanding shares of Series Seed Preferred Stock held by Non-Major Purchasers vote to terminate the agreement. The Securities will be equity interests in the Company and will not constitute indebtedness. The Securities will rank junior to all existing and future indebtedness and other non-equity claims on the Company with respect to assets available to satisfy claims on the Company, including in a liquidation of the Company. Additionally, unlike indebtedness, for which principal and interest would customarily be payable on specified due dates, there will be no specified payments of dividends with respect to the Securities and dividends are payable only if, when and as authorized by the Company s board of directors and declared by the Company and depend on, among other matters, the Company s historical and projected results of operations, liquidity, cash flows, capital levels, financial condition, debt service requirements and other cash needs, financing covenants, applicable state law, federal and state regulatory prohibitions and other restrictions and any other factors the Company s board of directors deems relevant 11

54 at the time. In addition, the terms of the Securities will not limit the amount of debt or other obligations the Company may incur in the future. Accordingly, the Company may incur substantial amounts of additional debt and other obligations that will rank senior to the Securities. There can be no assurance that we will ever provide liquidity to Purchasers through either a sale of the Company or a registration of the Securities. There can be no assurance that any form of merger, combination, or sale of the Company will take place, or that any merger, combination, or sale would provide liquidity for Purchasers. Furthermore, we may be unable to register the Securities for resale by Purchasers for legal, commercial, regulatory, market-related or other reasons. In the event that we are unable to effect a registration, Purchasers could be unable to sell their Securities unless an exemption from registration is available. The Company does not anticipate paying any cash dividends for the foreseeable future. The Company currently intends to retain future earnings, if any, for the foreseeable future, to repay indebtedness and to support its business. The Company does not intend in the foreseeable future to pay any dividends to holders of its shares of Series Seed Preferred Stock. Any valuation at this stage is difficult to assess. Unlike listed companies that are valued publicly through marketdriven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold. BUSINESS Description of the Business Sickweather is a predictive, hyperlocal illness forecasting platform serving over 3 billion Application Programming Interface ( API ) requests per month - and has replaced the Centers for Disease Control & Prevention (the CDC ) as the flu map data provider for the Weather Channel. Sickweather knows where sick people are, and where they will be, with real time and predictive insights at the point of incidence. Our illness forecasts and infectious disease models provide insights at zip code and street level with predictions up to 15 weeks in advance - not only for caregivers to know when and where illness outbreaks occur, but also consumer healthcare brands, pharma and retailers to better manage their supply chain. Business Plan Everyday thousands of people around the globe update social media sites like Facebook and Twitter when they (or someone close to them) get sick. When informational posts like "I'm sick," "The doc says I have bronchitis," and "My son has chickenpox" are made publicly available by the user and contain location information, we are able to track and map this data using our patent-pending algorithm. Sickweather allows its members and third party partners to report directly to our map and forecast anonymously via our mobile apps. Users can select from a menu of illnesses that we track or post a message to any location you follow in Sickweather Groups. If you report symptoms or illnesses that we aren't tracking, that information will be processed by our algorithm to automatically make suggestions for expanding our tracking capabilities. Our data is regularly correlated and validated against available data from the CDC, point-of-sale data for related medications, and demographic and census data. These datasets help us know how accurate our other methods are for tracking and forecasting illnesses. Advanced machine learning models are used to measure the rate of real-time input compared to our extensive archived data (carefully curated since 2011) to predict the rate of illnesses up to 15 weeks in advance with 91% accuracy. We make these predictions and data outputs available via our consumer-facing applications for the general public, as well as our API and Sickweather Pro SaaS dashboard used by developers, data scientists and epidemiologists across several industries. The Company s Products and/or Services 12

55 Product / Service Description Current Market Social Networking Aggregator to Track Illnesses Our self serve, enterprise API console allows health IT, public health and ad-tech developers to easily integrate Sickweather's insights into their own data ecosystem, trading desks and CRMs, while our analytics dashboard called Sickweather Pro provides detailed analytics, data export tools, and interactive forecasts in an easy to use format. Individual consumers and businesses Competition The markets in which our products are sold are highly competitive. Our products compete against similar products of many large and small companies, including well-known global competitors. In many of the markets and industry segments in which we sell our products, we compete against other branded products as well as retailers privatelabel brands. Product quality, performance, value and packaging are also important differentiating factors. Customer Base Our customers include individual consumers (such as data scientists) and businesses in the pharmaceutical, insurance, retail, household hygiene, and OTC industries. Intellectual Property The Company is dependent on the following intellectual property: Trademarks Application or Registration # Goods / Services Mark File Date Grant Date Country Computer services, namely, creating an online community for registered users to participate in discussions, get feedback from their peers, form virtual communities, and engage in social networking services in the field of health and wellness. SICKWEATHER October 11, 2011 October 2, 2012 U.S. Patents Application or Registration # Title File or Receipt Date Grant Date Country or Jurisdiction 13

56 * SOCIAL NETWORKING AGGREGATOR TO TRACK ILLNESSES June 14, 2011 Not Applicable U.S. PCT/US2012/ ** SOCIAL NETWORKING AGGREGATOR TO TRACK ILLNESSES June 14, 2012 December 20, 2012 U.S.**, United Nations (World Intellectual Property Organization) *Provisional application: this patent has not been issued. **Patent pending: this patent has not been issued. An amendment was filed on January 6, We were notified with a non-final Office Action from the U.S. Patent and Trademark Office on February 8, 2017 that the application s claims were rejected. We filed a request for consideration on April 24, Litigation None USE OF PROCEEDS We will adjust roles and tasks based on the net proceeds of the Combined Offerings. We plan to use these proceeds as follows: Use of Proceeds % of Minimum Proceeds Raised Amount if Minimum Raised % of Maximum Proceeds Raised Amount if Maximum Raised Offering Expenses 44.50% Data Science 22.20% $11, % $84,250 $5, % $274,725 Sales Development 27.75% $6, % $183,150 Marketing 0% Operational 5.55% $ % $274,725 $1, % $183,150 Total 100% $25, % $1,000,000 The above table of the anticipated use of proceeds is not binding on the Company and is merely a description of its current intentions. We reserve the right to change the above use of proceeds if management believes it is in the best interests of the Company. DIRECTORS, OFFICERS, AND MANAGERS 14

57 The directors, officers, and managers of the Company are listed below along with all positions and offices held at the Company, their principal occupation and employment responsibilities for the past three (3) years, and their educational background and qualifications. Name Graham Dodge All positions and offices held with the Company and date such position(s) was held with start and ending dates Co-Founder and CEO, January Present Strategic development, fundraising, and company management. Name James Sajor All positions and offices held with the Company and date such position(s) was held with start and ending dates Co-Founder and COO, January Present Human resources, payroll, bookkeeping, company management, and strategic development. Name Michael Belt All positions and offices held with the Company and date such position(s) was held with start and ending dates Co-Founder and CTO, January Present Technical and developer management, system administration, data ingestion management. Limitations of Liability and Indemnification of Directors and Officers Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. The Company s Charter contains such a provision that eliminates such liability to the maximum extent permitted by Maryland law. The Maryland General Corporation Law (the MGCL ) requires a Maryland corporation (unless the charter provides otherwise, which the Company s Charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that: the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty; the director or officer actually received an improper personal benefit in money, property or services; or in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. A corporation may not indemnify a director or officer in a suit by or on behalf of the corporation in which the director or officer was adjudged liable to the corporation or in a suit in which the director or officer was adjudged liable on the basis that personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly 15

58 received. However, indemnification for an adverse judgment in a suit by or on behalf of the corporation, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon receipt of: a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and a written undertaking by the director or officer or on the director s or officer s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct. Under the Company s Charter and Bylaws, the Company is obligated, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to: any present or former director or officer of the Company who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity; or any individual who, while a director or officer of the Company and at its request, serves or has served as a director, officer, trustee, member, manager, or partner of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity. The Company s Charter and Bylaws also permit the Company to indemnify and advance expenses to any person who served a predecessor of the Company in any of the capacities described above and any employee or agent of the Company or a predecessor of the Company. Employees The Company currently has 1 employee(s) in Maryland, 1 employee(s) in Missouri and 1 employee(s) in California. CAPITALIZATION AND OWNERSHIP Capitalization The Company has issued the following outstanding Securities: Type of security Amount outstanding Voting Rights How this Security may limit, dilute or qualify the Securities issued pursuant to Regulation CF Common Stock 384, shares* As per the Company s Bylaws, each outstanding share of Common Stock entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of stockholders. Not Applicable Percentage ownership of the Company by the 100% 16

59 holders of such Securities prior to the Offering. Other Material Terms Not Applicable *2,850 shares of Common Stock remain subject to vesting on December 31, In addition, 1,434 shares of Common Stock remain subject to vesting, with 478 shares of Common Stock vesting on February 1, 2018, August 1, 2018, and February 1, 2019, respectively. PBTS Holdings LLC, an existing common stockholder of the Company, holds 22, shares that are subject to an anti-dilution protection that maintains a 6% holding of the outstanding shares on a fully diluted basis prior to a qualified financing. Type of security KISS-A Convertible Securities Amount outstanding $150,000 Voting Rights How this Security may limit, dilute or qualify the Securities issued pursuant to Regulation CF Percentage ownership of the Company by the holders of such Securities prior to the Offering. Other Material Terms Not Applicable At the election of the holder, convertible into 6% of the fully-diluted equity capitalization of the Company, or 2x return on $150,000 investment. Automatic conversion on same terms upon a preferred stock offering of $1 million or more. 0% Rights of First Offer, information rights and rights to dividends on an as-converted basis (only if dividends paid by Company) Type of security Convertible Notes Principal Amount outstanding $1,244,623 Voting Rights How this Security may limit, dilute or qualify the Securities issued pursuant to Regulation CF Percentage equity ownership of the Company by the holders of such Securities prior to the Offering. Other Material Terms Prior to conversion of the Convertible Notes, holders thereof have the right to consent to (a) certain dividends and other distributions on the Company s equity securities, (b) merger, consolidation, sale of substantially all assets, transfer of 50% of voting power (other than bona fide equity financing transactions) and (c) voluntary liquidation or dissolution of the Company. Automatically convertible into Series Seed Preferred Stock upon a qualified equity offering of $250,000 or more. 0% Generally convertible based on a conversion price equal to 80% of the price per share of Series Seed Preferred Stock in the Combined Offering assuming at least $250,000 is raised. 17

60 Certain holders of the above securities are entitled to preemptive and other anti-dilution rights, as outlined below: 1. Firebrand Ventures, LP has preemptive rights to purchase its pro rata share of equity securities issued by the Company in any equity financings undertaken primarily for capital raising purposes at the same price as the other investors in such financing, pursuant to a Side Letter to the Sickweather, Inc. Convertible Promissory Note Purchase Agreement, dated as of December 13, 2016, by and between the Company and Firebrand Ventures, LP. 2. Missouri Technology Corporation has preemptive rights to purchase its pro rata share of new equity securities issued by the Company, subject to customary exceptions, pursuant to a convertible note, dated as of June 21, 2017, by and between the Company and Missouri Technology Corporation. 3. The Maryland Technology Development Corporation (TEDCO) has the right to participate in any equity or debt offering by the Company on a pari-passu basis, pursuant to a Convertible Note Purchase Agreement, dated as of August 5, 2015, by and between the Company and TEDCO Startups IV, L.P. has the right to convert the KISS-A Convertible Security, dated as of November 1, 2016, into 6% of the fully-diluted equity capitalization of the Company or 2X return on $150,000 investment. 5. PBTS Holdings LLC has the right to certain anti-dilution protection to maintain 6% of the outstanding shares of the Company (on a fully diluted basis), pursuant to a Stock Purchase Agreement, dated January 31, 2015, until immediately prior to the sale and issuance of the Company s capital stock in a future bona fide equity financing that results in an aggregate purchase price paid to the Company by investors that are not related to or otherwise affiliated with the Company s founders of not less than $250,000. The Company has the following debt outstanding: Type of debt Name of creditor Principal Amount outstanding Interest rate and payment schedule Amortization schedule Describe any collateral or security Promissory Note Howard County Economic Development Authority $150, % Nine monthly payments of $2, beginning on the fourth month following disbursement of funds, followed by 23 monthly payments of $5,350.00, plus one final payment of the greater of $21, or the balance of all principal and interest then due. Personally guaranteed by two directors of the Company. Maturity date March 1, 2019 Other material terms Pre-payable, non-convertible note Ownership A majority of the Company is currently owned by a few individuals. These people are Graham Dodge, Michael Belt, and James Sajor. Below the beneficial owners of 20% percent or more of the Company s outstanding voting equity securities, calculated on the basis of voting power, are listed along with the amount they own. Name Number and Class of Securities Held Percentage Owned Prior to Offering 18

61 Graham Dodge 92,000 shares of Common Stock 23.9% Michael Belt 92,000 shares of Common Stock 23.9% James Sajor 92,000 shares of Common Stock 23.9% FINANCIAL INFORMATION Please see the financial information listed on the cover page of this Form C and attached hereto in addition to the following information. Financial statements are attached hereto as Exhibit B. Operations The Company was converted into a Maryland corporation in 2015 (after starting as a Delaware limited liability company in 2011) and provides business and technology solutions through custom application and software development, specializing in scanning social networks for indicators of illness, and publishing data allowing users to check for the chance of sickness in their geographic area. In operation for several years, the Company is still working diligently to more widely market its technologies. In its development stage the Company has experienced losses and negative cash flows from operations since inception. The Company s operations have been funded primarily by debt and convertible debt. Future funding to finance its business strategy, operations, and growth is expected to be provided by additional convertible debt (of which $225,000 has occurred since April 30, 2017), funding raised in this Combined Offering, and other accredited investors. Additionally, the Company plans to reduce operating expenses by minimizing the use of external contractors and is working to secure more recurring revenue sources. The Company plans to grow by: 1) focusing outbound sales on current product-market fit with programmatic advertising platforms to increase monthly recurring revenue; 2) developing inside sales processes with current large clientele; and 3) improving their consumer facing app which has historically driven inbound sales at the top of their sales funnel through earned media attention. Liquidity and Capital Resources The financial statements of the Company have been prepared using GAAP applicable to a going concern which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. In operation for several years, the Company is still working diligently to more widely market its unique technologies. In its development stage the Company has experienced losses and negative cash flows from operations since inception. The Company s operations have been funded primarily by debt and convertible debt. Future funding to finance its business strategy, operations and growth is expected to be provided by the Combined Offering. The proceeds from the Combined Offerings are essential to the Company s operations. The Company plans to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of our business strategy. The Company does not have any additional sources of capital other than the proceeds from the Combined Offerings. Additionally, the Company shows evidence of its ability to secure more business and grow revenue in the calendar year 2017 compared to 2016, and expects to continue that growth by honing its strategy in the following ways: Focus outbound sales on current product-market fit with programmatic advertising platforms to increase monthly recurring revenue; Develop inside sales processes with current large clientele; and Improve the Company s consumer facing app which has historically driven inbound sales at the top of their sales funnel through earned media attention. Capital Expenditures and Other Obligations 19

62 The Company does not intend to make any material capital expenditures in the future. Trends and Uncertainties After reviewing the above discussion of the steps the Company intends to take, potential Purchasers should consider whether achievement of each step within the estimated time frame is realistic in their judgment. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them. The financial statements are an important part of this Form C and should be reviewed in their entirety. The financial statements of the Company are attached hereto as Exhibit B. Valuation Based on the Offering price of the Securities, the pre-offering value ascribed to the Company is $3,750,000. Before making an investment decision, you should carefully consider this valuation and the factors used to reach such valuation. Such valuation may not be accurate and you are encouraged to determine your own independent value of the Company prior to investing. As discussed in "Dilution" below, the valuation will determine the amount by which the investor s stake is diluted immediately upon investment. An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their "sweat equity" into the Company. When the Company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is immediately diluted because each share of the same type is worth the same amount, and you paid more for your shares (or the notes convertible into shares) than earlier investors did for theirs. There are several ways to value a company, and none of them is perfect and all of them involve a certain amount of guesswork. The same method can produce a different valuation if used by a different person. Liquidation Value - The amount for which the assets of the Company can be sold, minus the liabilities owed, e.g., the assets of a bakery include the cake mixers, ingredients, baking tins, etc. The liabilities of a bakery include the cost of rent or mortgage on the bakery. However, this value does not reflect the potential value of a business, e.g., the value of the secret recipe. The value for most startups lies in their potential, as many early stage companies do not have many assets (they probably need to raise funds through a securities offering in order to purchase some equipment). Book Value - This is based on analysis of the Company s financial statements, usually looking at the Company s balance sheet as prepared by its accountants. However, the balance sheet only looks at costs (i.e., what was paid for the asset), and does not consider whether the asset has increased in value over time. In addition, some intangible assets, such as patents, trademarks or trade names, may be very valuable but are not usually represented at their market value on the balance sheet. Earnings Approach - This is based on what the investor will pay (the present value) for what the investor expects to obtain in the future (the future return), taking into account inflation, the lost opportunity to participate in other investments, the risk of not receiving the return. However, predictions of the future are uncertain and valuation of future returns is a best guess. Different methods of valuation produce a different answer as to what your investment is worth. Typically liquidation value and book value will produce a lower valuation than the earnings approach. However, the earnings approach is also most likely to be risky as it is based on many assumptions about the future, while the liquidation value and book value are much more conservative. Future investors (including people seeking to acquire the Company) may value the Company differently. They may use a different valuation method, or different assumptions about the Company s business and its market. Different valuations may mean that the value assigned to your investment changes. It frequently happens that when a large institutional investor such as a venture capitalist makes an investment in a company, it values the Company at a lower price than the initial investors did. If this happens, the value of the investment will go down. 20

63 THE OFFERING AND THE SECURITIES The Securities Offered in this Offering The following description is a brief summary of the material terms of the Securities being offered and is qualified in its entirety by reference to Maryland law, the Company s Charter, including the Articles Supplementary containing the terms of the Series Seed Preferred Stock, the Company s Bylaws, the Series Seed Preferred Stock Investment Agreement (the Investment Agreement ), the investment management agreement (for Non-Major Purchasers) and the Stockholders Agreement (Section 5(c) for Major Purchasers). Our Target Amount for this Offering to investors under Regulation Crowdfunding is $25,000. Additionally, we have set a minimum Closing Amount of $300,000 Combined Escrow Target between our Combined Offerings under Regulation Crowdfunding and Regulation D, which we will need to meet before any closings occur. We will accept up to $1,000,000 from investors through Regulation Crowdfunding before the deadline of February 9, The minimum investment in this Offering is $500. SeedInvest Auto Invest participants have a lower investment minimum in this offering of $200. Investments of $20,000 or greater will only be accepted through the Regulation D offering. Securities sold pursuant to Regulation D The Company is selling securities in a concurrent offering to accredited investors under Rule 506(c) under the 1933 Act at the same time as this Offering under Regulation Crowdfunding (together, the "Combined Offerings"). The Company is offering the Series Seed Preferred Stock to accredited investors on substantially same terms as investors in the Regulation Crowdfunding Offering. However, investors who invest $50,000 or greater in the Regulation D offering will be considered Major Purchasers, and will be entitled to some additional rights relating to their investment as more fully described in the Investment Agreement, including: greater information and inspection rights; if there is a next equity financing after the Combined Offering, they will receive the more favorable rights, if any, of investors in the next financing; for so long as the Major Purchaser owns at least $50,000 in shares of Series Seed Preferred Stock, a right a first refusal for the transfer of Common Stock by a key holder (as set forth in Section 5(c) of the Company s Stockholders Agreement, dated as of January 31, 2015, as amended from time to time (the Stockholders Agreement )); and participation rights granting them the right of first refusal to purchase their pro rata share of new issuances of shares of common or preferred stock, subject to customary exceptions. Classes of securities of the Company Common Stock Dividend Rights Yes Voting Rights Yes Right to Receive Liquidation Distributions Yes, junior to those for the Series Seed Preferred Stock Rights and Preferences Additional rights and obligations set forth in the Company s Stockholders Agreement Series Seed Preferred Stock 21

64 Dividend Rights Holders of Series Seed Preferred Stock are entitled to receive dividends pari passu with holders of Common Stock, as may be authorized from time to time by the board of directors and declared by the Company out of legally available funds. The Company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future. Voting Rights Holders of shares of Series Seed Preferred Stock are entitled to vote on all matters submitted to a vote of the stockholders on an as-converted basis and as a single class with the holders of Common Stock. So long as at least 25% of the initially issued number of shares of Series Seed Preferred Stock is outstanding, specific matters submitted to a vote of the stockholders will require the approval of the holders of a majority of the outstanding shares of Series Seed Preferred Stock voting as a separate class. These matters include any vote to: alter the rights, powers or privileges of the Series Seed Preferred Stock set forth in the Company s Charter or Bylaws, as then in effect, in a way that adversely affects the Series Seed Preferred Stock; increase or decrease the authorized number of shares of any class or series of stock of the Company; authorize or create (by reclassification or otherwise) any new class or series of stock having rights, powers, or privileges set forth in the Charter, as then in effect, that are senior to or on a parity with the Series Seed Preferred Stock; redeem or repurchase any shares of Common Stock or Series Seed Preferred Stock (other than pursuant to (a) employee or consultant agreements giving the Company the right to repurchase shares upon the termination of services pursuant to the terms of the applicable agreement or (b) the Stockholders Agreement); declare or pay any dividend or otherwise make a distribution to holders of Series Seed Preferred Stock or Common Stock; increase or decrease the number of directors; or liquidate, dissolve, or wind-up the business and affairs of the Company, effect any deemed liquidation event, or consent, agree or commit to do any of the foregoing without conditioning such consent, agreement or commitment upon obtaining approval of the holders of Series Seed Preferred Stock. In addition, so long as at least 25% of the initially issued number of shares of Series Seed Preferred Stock is outstanding, the Series Seed Preferred holders may designate one person to serve on the Company s Board of Directors. Right to Receive Liquidation Distributions In the event of our liquidation, dissolution, or winding up, holders of our Series Seed Preferred Stock will be entitled to receive the greater of the original issue price, plus any dividends declared but unpaid or such amounts that they would have received had all shares of Series Seed Preferred Stock been converted to shares of Common Stock. Holders of Series Seed Preferred Stock receive these distributions before any distribution to holders of Common Stock. Conversion Rights The Series Seed Preferred Stock are convertible into one share of Common Stock (subject to proportional adjustments for stock splits, stock dividends and the like) at any time at the option of the holder. The Series Seed Preferred Stock will automatically convert into shares of Common Stock at the applicable ratio upon a firmcommitment underwritten public offering of shares of Common Stock or upon the consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock. Rights under the Series Seed Preferred Stock Investment Agreement Under the Series Seed Preferred Stock Investment Agreement (the Investment Agreement ), investors who have invested $50,000 or greater are designated Major Purchasers. Major Purchasers are granted some additional rights and preferences under the Investment Agreement, as summarized below. If the next equity financing the Company undertakes provides for more favorable provisions (e.g., registration rights, rights of co-sale, etc.), holders of Series Seed Preferred Stock will be entitled to substantially similar provisions. Further holders who are Major Purchasers under the Investment Agreement relating to this offering, will be considered Major Purchasers with respect to provisions in the next financing (to the extent the Major Purchaser concept is used in such financing). In addition, for so long as a Major Purchaser owns at least $50,000 in shares of Series Seed Preferred Stock, such Major 22

65 Purchaser will be entitled to exercise a right of first refusal for a pro-rata number of shares of Common Stock being transferred by stockholders as set forth in Section 5(c) of the Stockholders Agreement. Major Purchasers are entitled to participation rights granting them the right of first refusal to purchase their pro rata share of new shares of Common Stock and preferred stock of the Company. Holders of Series Seed Preferred Stock are subject to a drag-along provision as set forth in the Investment Agreement, pursuant to which, and subject to certain exemptions, each holder of shares of the Company agrees that, in the event the Company s board of directors, and a majority of both (i) the holders of the Company s Common Stock then outstanding, and (ii) the holders of a majority of the Common Stock that is then issued or issuable upon conversion of the Series Seed Preferred Stock vote in favor of a deemed liquidation event (e.g., merger or sale of the company) and agree to transfer their respective shares, then all holders of shares will vote in favor of the deemed liquidation event and if requested perform any action reasonably required to transfer their shares. All Non-Major Purchasers of Series Seed Preferred Stock will be bound by an investment management agreement. This agreement will limit your voting rights and at a later time may require you to convert your shares of Series Seed Preferred Stock into shares of Common Stock without your consent. Non-Major Purchasers will be bound by this agreement, unless Non-Major Purchasers holding a majority of the outstanding shares of Series Seed Preferred Stock held by Non-Major Purchasers vote to terminate the agreement. What it means to be a minority holder As an investor in Series Seed Preferred Stock of the Company, your rights will be more limited than the rights of the holders of Common Stock who control or have the power to influence the Company in regards to the corporate actions of the Company, including additional issuances of securities, Company repurchases of securities, a sale of the Company or its significant assets, Company transactions with related parties or day-to-day management of the Company s business and affairs. Even if your securities convert to Common Stock, investors in this offering will hold minority interests, potentially with rights less than those of other investors, and will have limited influence on the corporate actions of the Company. Dilution Even once the Series Seed Preferred Stock convert into Common Stock, the investor s stake in the Company could be diluted due to the Company issuing additional shares. In other words, when the Company issues more shares (or additional equity interests), the percentage of the Company that you own will go down, even though the value of the Company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round or angel investment), employees exercising stock options, or by conversion of certain instruments (e.g., convertible bonds, preferred shares or warrants) into stock. If the Company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the Company offers dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the Company). The type of dilution that hurts early-stage investors mostly occurs when the Company sells more shares in a "down round," meaning at a lower valuation than in earlier Offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only): In June 2014, Jane invests $20,000 for shares that represent 2% of a company valued at $1 million. In December, the company is doing very well and sells $5 million in shares to venture capitalists on a valuation (before the new investment) of $10 million. Jane now owns only 1.3% of the company but her stake is worth $200,000. In June 2015, the company has run into serious problems and in order to stay afloat it raises $1 million at a valuation of only $2 million (the "down round"). Jane now owns only 0.89% of the company and her stake is worth only $26,660. This type of dilution might also happen upon conversion of convertible notes into shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a "discount" to the price paid by the new 23

66 investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a "price cap" on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors. In the event that the financing is a "down round" the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. If you are making an investment expecting to own a certain percentage of the Company or expecting each share to hold a certain amount of value, it s important to realize how the value of those shares can decrease by actions taken by the Company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share. Tax Matters EACH PROSPECTIVE PURCHASER SHOULD CONSULT WITH HIS OWN TAX AND ERISA ADVISOR AS TO THE PARTICULAR CONSEQUENCES TO THE PURCHASER OF THE PURCHASE, OWNERSHIP AND SALE OF THE PURCHASER S SECURITIES, AS WELL AS POSSIBLE CHANGES IN THE TAX LAWS. Transfer Agent We have selected VStock Transfer, LLC, an SEC-registered securities transfer agent, to act as our transfer agent. Restrictions on Transfer Any Securities sold pursuant to Regulation CF being offered may not be transferred by any Purchaser of such Securities during the one-year holding period beginning when the Securities were issued, unless such Securities were transferred: 1) to the Company, 2) to an accredited investor, as defined by Rule 501(a) of Regulation D of the 1933 Act, as amended, 3) as part of an Offering registered with the SEC or 4) to a member of the family of the Purchaser or the equivalent, to a trust controlled by the Purchaser, to a trust created for the benefit of a family member of the Purchaser or the equivalent, or in connection with the death or divorce of the Purchaser or other similar circumstances. "Member of the family" as used herein means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother/father/daughter/son/sister/brother-in-law,and includes adoptive relationships. Remember that although you may legally be able to transfer the Securities, you may not be able to find another party willing to purchase them. Other Material Terms The Company does not have the right to repurchase the Series Seed Preferred Stock. Related Person Transactions From time to time the Company may engage in transactions with related persons. Related persons are defined as any director or officer of the Company; any person who is the beneficial owner of 10% or more of the Company s outstanding voting equity securities, calculated on the basis of voting power; any promoter of the Company; any immediate family member of any of the foregoing persons or an entity controlled by any such person or persons. The Company has conducted the following transactions with related persons: None. Conflicts of Interest The Company has engaged in the following transactions or relationships, which may give rise to a conflict of interest with the Company, its operations and its security holders: Not Applicable. OTHER INFORMATION Bad Actor Disclosure None SEEDINVEST INVESTMENT PROCESS Making an Investment in the Company 24

67 How does investing work? When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by the Company. Once the Company accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to the Company in exchange for your shares of Series Seed Preferred Stock. At that point, you will be an investor in the Company. SeedInvest Regulation CF rules regarding the investment process: Investors may cancel an investment commitment until 48 hours prior to the deadline identified in the issuer s Offering materials; The intermediary will notify investors when the target offering amount has been met; The Company is making concurrent offerings under both Regulation CF and Regulation D and unless the Company raises at least the target amount under the Regulation CF Offering and the closing amount under both offerings, it will not close this Offering; If an issuer reaches a target offering amount and the closing amount prior to the deadline identified in its offering materials, it may close the Offering early if it provides notice about the new Offering deadline at least five business days prior to such new Offering deadline; If there is a material change and an investor does not reconfirm his or her investment commitment, the investor s investment commitment will be cancelled and the committed funds will be returned; If an issuer does not reach both the target offering amount and the closing offering amount prior to the deadline identified in its offering materials, no Securities will be sold in the Offering, investment commitments will be cancelled and committed funds will be returned; and If an investor does not cancel an investment commitment before the 48-hour period prior to the Offering deadline, the funds will be released to the issuer upon closing of the Offering and the investor will receive Securities in exchange for his or her investment. What will I need to complete my investment? To make an investment you will need the following information readily available: 1. Personal information such as your current address and phone number 2. Employment and employer information 3. Net worth and income information 4. Social Security Number or government-issued identification 5. ABA bank routing number and checking account number What is the difference between preferred equity and a convertible note? Preferred equity is usually issued to outside investors and carries rights and conditions that are different from that of common stock. For example, preferred equity may include rights that prevent or minimize the effects of dilution or grants special privileges in situations when the Company is sold. A convertible note is a unique form of debt that converts into equity, usually in conjunction with a future financing round. The investor effectively loans money to the Company with the expectation that they will receive equity in the Company in the future at a discounted price per share when the Company raises its next round of financing. To learn more about startup investment types, check out "How to Choose a Startup Investment" in the SeedInvest Academy. How much can I invest? An investor is limited in the amount that he or she may invest in a Regulation Crowdfunding Offering during any 12-month period: If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth. If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000. Separately, the Company has set a minimum investment amount. How can I (or the Company) cancel my investment? For Offerings made under Regulation Crowdfunding, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the Company. You will be sent a reminder notification 25

68 approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not cancelled your investment, you will receive an notifying you that your Securities have been issued. If you have already funded your investment, let SeedInvest know by ing cancellations@seedinvest.com. Please include your name, the Company s name, the amount, the investment number, and the date you made your investment. After My Investment What is my ongoing relationship with the Company? You are an investor in the Company, you do own securities after all! But more importantly, companies that have raised money via Regulation Crowdfunding must file information with the SEC and post it on their website on an annual basis. Receiving regular company updates is important to keep investors educated and informed about the progress of the Company and their investments. This annual report includes information similar to the Company s initial Form C filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship. In certain circumstances a company may terminate its ongoing reporting requirements if: 1. The Company becomes a fully-reporting registrant with the SEC 2. The Company has filed at least one annual report, but has no more than 300 shareholders of record 3. The Company has filed at least three annual reports, and has no more than $10 million in assets 4. The Company or another party repurchases or purchases all the Securities sold in reliance on Section 4(a)(6) of the 1933 Act 6. The Company ceases to do business However, regardless of whether a company has terminated its ongoing reporting requirements per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news. How do I keep track of this investment? You can return to SeedInvest at any time to view your portfolio of investment and obtain a summary statement. In addition to monthly account statements, you may also receive periodic updates from the Company about its business. Can I get rid of my Securities after buying them? Securities purchased through a Regulation Crowdfunding Offering are not freely transferable for one year after the date of purchase, except in the case where they are transferred: 1. To the Company that sold the Securities 2. To an accredited investor 3. As part of an Offering registered with the SEC (think IPO) 4. To a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser, or in connection with the death or divorce of the purchaser Regardless, after the one year holding period has expired, you should not plan on being able to readily transfer and/or sell your security. Currently, there is no market or liquidity for these Securities and the Company does not have any plans to list these Securities on an exchange or other secondary market. At some point the Company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the Company either lists its Securities on an exchange, is acquired, or goes bankrupt. 26

69 SIGNATURE Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding ( et seq.), the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form C and has duly caused this Form to be signed on its behalf by the duly authorized undersigned. /s/graham Dodge (Signature) Graham Dodge (Name) Co-Founder and CEO (Title) Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding ( et seq.), this Form C has been signed by the following persons in the capacities and on the dates indicated. /s/graham Dodge (Signature) Graham Dodge (Name) Co-Founder and CEO (Title) December 5, 2017 (Date) /s/james Sajor (Signature) James Sajor (Name) Co-Founder and COO (Title) December 5, 2017 (Date) 27

70 /s/michael Belt (Signature) Michael Belt (Name) Co-Founder and CTO (Title) December 5, 2017 (Date) Instructions. 1. The form shall be signed by the issuer, its principal executive officer or officers, its principal financial officer, its controller or principal accounting officer and at least a majority of the board of directors or persons performing similar functions. 2. The name of each person signing the form shall be typed or printed beneath the signature. Intentional misstatements or omissions of facts constitute federal criminal violations. See 18 U.S.C

71 EXHIBIT B Financials 29

72 SICKWEATHER, INC. FINANCIAL STATEMENTS APRIL 30, 2017 AND 2016

73 SICKWEATHER, INC. FINANCIAL STATEMENTS APRIL 30, 2017 AND 2016

74 CONTENTS Page INDEPENDENT ACCOUNTANT'S REVIEW REPORT FINANCIAL STATEMENTS Balance Sheets...3 Statements of Operations...4 Statements of Changes in Stockholders' Deficit...5 Statements of Cash Flows...6 Notes to Financial Statements

75 600 California Street, Suite 600, San Francisco, CA Phone (415) Fax (415) Web bpmcpa.com INDEPENDENT ACCOUNTANT S REVIEW REPORT To Management of Sickweather, Inc. We have reviewed the accompanying financial statements of Sickweather, Inc. (the Company ), which comprise the balance sheets as of April 30, 2017 and 2016, and the related statements of operations and changes in stockholders deficit and cash flows for the years then ended, and the related notes to the financial statements. A review includes primarily applying analytical procedures to management s financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error. Accountant s Responsibility Our responsibility is to conduct the review engagements in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether I am we are aware of any material modifications that should be made to the financial statements for them to be in accordance with accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our conclusion. Accountant s Conclusion Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in accordance with accounting principles generally accepted in the United States of America. bpmcpa.com

76 Emphasis of Matter The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has recurring operating losses and significant liabilities. These conditions raise substantial doubt about the Company s ability to continue as a going concern without raising sufficient additional financing. Management s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that would be necessary to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. San Francisco, CA November 20, 2017

77 SICKWEATHER, INC. BALANCE SHEETS APRIL 30, 2017 AND 2016 ASSETS Cash $ 81,947 $ 15,460 Accounts receivable 2,500 56,500 Prepaid expenses 7,075 - Fixed assets, net 3,517 2,222 TOTAL ASSETS $ 95,039 $ 74,182 LIABILITIES AND STOCKHOLDERS' DEFICIT LIABILITIES Accounts payable $ 50,922 $ 39,696 Accrued expenses 89,017 57,531 Deferred revenue 12,500 96,333 Debt 142, ,000 Convertible debt 1,019, ,623 Loan payable, net of debt issuance costs 125,000 - TOTAL LIABILITIES 1,439,799 1,038,183 STOCKHOLDERS' DEFICIT Preferred stock, 1,000,000 shares authorized. None issued or outstanding in 2017 and Common stock, 4,000,000 shares (par value of $0.01 per share) authorized. 376,287 and 369,664 shares issued and outstanding in 2017 and 2016, respectively. 3,762 3,696 Additional paid-in capital 19,777 19,777 Accumulated deficit (1,368,299) (987,474) TOTAL STOCKHOLDERS' DEFICIT (1,344,760) (964,001) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 95,039 $ 74,182 The Accompanying Notes are an Integral Part of the Financial Statements - 3 -

78 SICKWEATHER, INC. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED APRIL 30, 2017 AND REVENUE $ 394,209 $ 122,753 OPERATING EXPENSES Salaries and wages 263, ,644 Advertising and promotion 15,310 14,903 Depreciation 2,407 3,333 Insurance 4,422 - Meals and entertainment 4,720 7,101 Office expenses 3,273 7,402 Professional fees 69,530 88,251 Rent expense 13,056 4,200 Subcontract 300, ,642 Taxes 21,124 24,235 Travel expenses 12,473 6,063 TOTAL OPERATING EXPENSES 710, ,774 LOSS FROM OPERATIONS (316,553) (514,021) Interest expense 64,272 34,424 NET LOSS $ (380,825) $ (548,445) The Accompanying Notes are an Integral Part of the Financial Statements - 4 -

79 SICKWEATHER, INC. STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE YEARS ENDED APRIL 30, 2017 AND 2016 Common stock Shares Additional paid-in capital Accumulated deficit Total BALANCE - April 30, 2015 $ 3, ,328 $ 19,777 $ (439,029) $ (415,569) Stock vesting during the year 13 1, Net loss (548,445) (548,445) BALANCE - April 30, , ,664 19,777 (987,474) (964,001) Stock vesting during the year 66 6, Net loss (380,825) (380,825) BALANCE - April 30, 2017 $ 3, ,287 $ 19,777 $ (1,368,299) $ (1,344,760) The Accompanying Notes are an Integral Part of the Financial Statements - 5 -

80 SICKWEATHER, INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED APRIL 30, 2017 AND CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (380,825) $ (548,445) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 2,407 3,333 Stock compensation Amortization of debt issuance costs 12,500 - Changes in operating assets and liabilities: Accounts receivable 54,000 (3,774) Employee advances - 21,667 Prepaid expenses (7,075) - Accounts payable 11,226 8,954 Accrued expenses 31,486 41,312 Deferred revenue (83,833) 96,333 Net Cash Used in Operating Activities (360,048) (380,607) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of fixed assets (3,702) - Net Cash Provided by (Used in) Investing Activities (3,702) - CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from convertible debt 325, ,000 Principal payments on debt (7,263) - Proceeds from loan payable 112,500 - Net Cash Provided by Financing Activities 430, ,000 NET INCREASE (DECREASE) IN CASH 66,487 (55,607) CASH AT THE BEGINNING OF THE YEAR 15,460 71,067 CASH AT THE END OF THE YEAR $ 81,947 $ 15,460 Supplemental Disclosures of Cash Flow Information: Interest paid $ 10,437 $ 3,254 The Accompanying Notes are an Integral Part of the Financial Statements - 6 -

81 SICKWEATHER, INC. NOTES TO FINANCIAL STATEMENTS APRIL 30, 2017 AND 2016 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of operations Sickweather, Inc. (the "Company") was incorporated in 2015 (after starting as a limited liability company in 2011) and provides business and technology solutions through custom application and software development, specializing in scanning social networks for indicators of illness, and publishing data allowing users to check for the chance of sickness in their area. Liquidity The financial statements of the Company have been prepared using GAAP applicable to a going concern which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. In operation for several years, the Company is still working diligently to more widely market its unique technologies. In its development stage the Company has experienced losses and negative cash flows from operations since inception. The Company s operations have been funded primarily by debt and convertible debt. Future funding to finance its business strategy, operations and growth is expected to be provided by additional convertible debt crowd-funding sources and other accredited investors. Additionally, the Company shows evidence of its ability to secure more business and grow revenue in calendar 2017 compared to calendar year 2016, and expects to continue that growth by honing it's strategy in the following ways: 1) focus outbound sales on current product-market fit with programmatic advertising platforms to increase monthly recurring revenue; 2) develop inside sales processes with current large clientele; and 3) improve their consumer facing app which has historically driven inbound sales at the top of their sales funnel through earned media attention. Although management has a reasonable expectation that the Company has adequate resources to continue in operational existence, there is substantial doubt about the ability of the company to continue as a going concern within twelve months after the date of the financial statement issuance. Basis of accounting The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP). There was no comprehensive income in 2017 or

82 SICKWEATHER, INC. NOTES TO FINANCIAL STATEMENTS APRIL 30, 2017 AND 2016 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Use of estimates Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported revenues and expenses. Actual results could differ from the estimates that were used. Cash and cash equivalents The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, in order to limit the exposure of each investment. Cash and cash equivalents may exceed Federal Deposit Insurance Corporation limits of $250,000. Accounts receivable Accounts receivable are recorded at the invoiced amount and are noninterest bearing. The Company maintains an allowance for doubtful accounts for estimated losses resulting from customers failing to make required payments. This valuation allowance is reviewed on a periodic basis to determine whether a provision or reversal is required. The review is based on factors, including the application of historical collection rates to current receivables and economic conditions. The Company will record an increase or reduction of its allowance for doubtful accounts if collection rates or economic conditions are more or less favorable than it anticipated. Revenue recognition The Company derives its revenues primarily from subscription services and professional services. Revenues are recognized when earned as described below. Subscription services revenue Subscription services revenues primarily consist of fees that provide customers access to one or more of the Company's cloud applications for analytics, with routine customer support. Revenue is generally recognized over time on a ratable basis over the contract term beginning on the date that the service is made available to the customer. Revenue sharing arrangements The Company also has agreements under which revenue is received based upon a percentage of the Company's customers' net revenue (as defined in the agreements) derived from the usage of the Company s software applications by third parties. Revenue under these sharing agreements is recognized in an amount equal to the contractual sharing percentage of the net revenue earned by the Company s customers

83 SICKWEATHER, INC. NOTES TO FINANCIAL STATEMENTS APRIL 30, 2017 AND 2016 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Fixed assets and depreciation Fixed assets are recorded at cost. Expenditures for repairs and maintenance are charged to expense as incurred. The cost of fixed assets, which is primarily computer equipment, is depreciated using the straight-line method over their estimated useful lives (3 to 5 years). Debt issuance costs In accordance with Accounting Standards Update , which amends the Interest Imputation of Interest Topic of the FASB Accounting Standards Codification, the Company presents debt issuance costs as a reduction of the reportable long-term debt balance on the balance sheets. These costs will be amortized to interest expense over the life of the related debt instruments using the effective interest method. However, for debt with no scheduled payments, straight-line amortization will be used. Advertising Advertising costs are expensed as incurred and amounted to $15,310 and $14,903 for the years ended April 30, 2017 and 2016, respectively. Income taxes The Company records income taxes using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount that is more likely than not to be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company assesses a more likely than not threshold for uncertainty in income tax positions for purposes of financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on its tax return. To the extent that the Company's assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The Company adopted a policy to recognize the interest and penalties related to unrecognized tax benefits in income tax expense

84 SICKWEATHER, INC. NOTES TO FINANCIAL STATEMENTS APRIL 30, 2017 AND 2016 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Stock-based compensation The Company accounts for stock-based awards granted to employees and nonemployees based on the fair value of the award measured at the grant date. Awards granted to nonemployees are subject to periodic adjustments as the underlying equity investments vest. Accordingly, stock-based compensation is recognized in the statement of operations as an operating expense over the requisite service period. Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard on revenue recognition from contracts with customers. The new standard requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount reflecting the consideration to which the entity expects to be entitled to in exchange for those goods or services. The FASB has recently issued several amendments to the new standard, including clarification on identifying performance obligations, principal-versus-agent implementation guidance, collectability assessment, sales taxes and other similar taxes collected from customers, noncash consideration, contract modification and completed contracts at transition. These amendments are intended to address implementation issues raised by stakeholders and provide additional practical expedients to reduce the cost and complexity of applying the new standard. The new standard permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). The Company will adopt the new standard effective May 1, The Company has completed the initial assessment of the new standard and does not currently anticipate any changes to have a material impact. It plans to adopt the standard under the modified retrospective approach and will recognize the cumulative effect of initially applying the standard, if any, as an adjustment to the opening balance of retained earnings (accumulated deficit) at the date of initial application. NOTE 2: FIXED ASSETS The following is a summary of fixed assets at April 30, 2017 and 2016: Computer equipment $ 13,702 $ 10,000 Less: accumulated depreciation (10,185) (7,778) TOTAL FIXED ASSETS - NET $ 3,517 $ 2,

85 SICKWEATHER, INC. NOTES TO FINANCIAL STATEMENTS APRIL 30, 2017 AND 2016 NOTE 2: FIXED ASSETS (Continued) Depreciation expense for the years ended April 30, 2017 and 2016, amounted to $2,407 and $3,333, respectively. NOTE 3: DEBT The Company has a note payable with Howard County Economic Development Authority. The note bears interest at 7.00% and is payable in monthly installments. Payments commenced as interest only payments for the first nine months and escalate throughout the note term concluding with with a balloon payment for the outstanding balance due in March The note is secured by the Company's assets. The outstanding balance of the note payable as of April 30, 2017 and 2016 was $142,737 and $150,000, respectively. As of April 30, 2017, debt matures as follows: 2018 $ 41, ,849 Total $ 142,737 NOTE 4: CONVERTIBLE DEBT Beginning in February 2014, the Company began periodically selling and issuing Convertible Notes (the "Notes") to buyers. The Notes are unsecured obligations. Notes other than TEDCO note The Notes accrue interest at rates varying from 3.5% to 6.0%; accrued interest is included in accrued expenses on the balance sheets. All repayments of interest and principal shall be applied first to accrued interest, and thereafter to principal. In the event that the Company issues and sells capital stock to investors (the Investors ) on or before the date of the repayment in full in an arms-length equity financing resulting in gross proceeds to the Company of minimum amounts varying from $250,000 to $500,000 (excluding the conversion of the Notes and any other debt of the Company) (a Qualified Financing ), then the outstanding principal balance shall automatically convert in whole without any further action by the Holder into such capital stock at a conversion price equal to the lesser of (i) 80% of the price per share paid by the Investors or (ii) the price equal to the quotient of varying amounts from $3,000,000 to $6,000,000 divided by the aggregate number of outstanding common shares as of immediately prior to the initial closing of the Qualified Financing determined on a fully diluted basis. Any unpaid accrued interest shall be converted into capital stock on the same terms as the principal of the Notes

86 SICKWEATHER, INC. NOTES TO FINANCIAL STATEMENTS APRIL 30, 2017 AND 2016 NOTE 4: CONVERTIBLE DEBT (Continued) In the event that a Qualified Financing is not consummated prior to each notes' maturity date, then, at the written election of the holder made at least five days prior to the maturity date, effective upon the maturity date, the outstanding principal balance and any unpaid accrued interest under the Note shall be converted into common stock at a conversion price equal to the quotient of varying amounts from $3,000,000 to $6,000,000 divided by the aggregate number of outstanding common shares as of the maturity date. The same conversion will take place in the event of any third party acquisition, whether by merger, consolidation, full acquisition, or any other similar transaction, with the divisor of the quotient being the number of outstanding common shares immediately prior to the acquisition. The Notes have initial maturity dates ranging between September 2015 and February Once past the initial maturity date, the proceeds may be payable upon demand. Included in the 2018 maturities in the table below is $594,623 of convertible debt that matured prior to April 30, TEDCO note The $100,000 Note issued to the Maryland Technology Development Corporation (TEDCO) bears interest at a rate of 8% and matures in August In the event that, before the maturity date, the Company (i) receives equity financing in an aggregate amount of $500,000 or more from one or more investors or (ii) is acquired by another entity, including any transfer of more than 50% of the voting power of the Company, reorganization, merger, or consolidation or (iii) sells or transfers substantially all of its assets, then the principal amount of the Note and all accrued interest may, upon TEDCO s request (i) be converted into equity immediately prior to closing of any of the aforementioned events at the same price and on the same terms and conditions as any equity issued to the aforementioned investor(s) or (ii) be paid in full by the Company to TEDCO. Interest accrued on the Notes (including the TEDCO note) was $87,617 and $46,282 as of April 30, 2017 and As of April 30, 2017, convertible debt matures as follows: 2018 $ 919, ,000 Total $ 1,019,

87 SICKWEATHER, INC. NOTES TO FINANCIAL STATEMENTS APRIL 30, 2017 AND 2016 NOTE 5: LOAN PAYABLE The Company issued a KISS ("Keep It Simple Security") security in the amount of $150,000 on November 1, 2016 with no set repayment terms or interest rate from an unrelated entity. The KISS security is an unsecured loan whose purpose is to provide working capital to the Company. The loan will automatically be converted into preferred stock upon the receipt by the Company of $1,000,000 of gross proceeds from the sale of preferred stock to investors. In addition, there are provisions in the loan agreement that permit optional conversion to preferred stock at the lender s discretion (i) on or after the date that is 18 months from the date of loan issuance or (ii) upon a third party acquisition of the Company due to sale, merger, consolidation, or similar transaction. The conversion price is based on formulas as defined in the loan agreement. Associated with this loan is $37,500 in debt issuance costs, of which $25,000 are unamortized at April 30, Additionally, the loan includes a provision that if dividends are declared or paid to stockholders, the lender is entitled to an equivalent amount as if the shares had converted prior to the declaration of dividends. Amortization of the debt issuance costs, which was $12,500 for the year ended April 30, 2017, is reported as interest expense in the 2017 statement of operations. NOTE 6: INCOME TAXES The net deferred tax asset consisted of the following components as of April 30, 2017 and 2016: Net operating loss carryforward $ 178,000 $ 96,000 Other 31,500 30,200 Valuation allowance (209,500) (126,200) Net Deferred Tax Asset $ - $ - The Company has a net operating loss carryforward totaling approximately $809,000 that may be offset against future taxable income. If not used, the carryforwards will expire from 2035 through The change in the valuation allowance during 2017 was $83,300. The Company has established a valuation allowance to reduce the net deferred tax asset to an estimated amount that may be realizable in the future. Realization of any deferred tax asset is dependent upon the Company generating sufficient future taxable income. Since the Company is still in its development stage and has not yet generated significant revenue, management believes it is appropriate to provide a valuation allowance that reduces its net deferred tax asset to zero. As a result of the establishment of the valuation allowance, no income tax benefit is reflected in the accompanying statements of operations

88 SICKWEATHER, INC. NOTES TO FINANCIAL STATEMENTS APRIL 30, 2017 AND 2016 NOTE 7: COMMON STOCK At April 30, 2017 and 2016, 4,000,000 shares of common stock (par value of $0.01 per share) were authorized and 376,287 and 369,664 of such shares, respectively, were issued and outstanding. The Company has issued restricted stock to certain employees and nonemployees for services rendered. At April 30, 2017 and 2016, there were 8,074 and 12,785 shares, respectively, of shares granted that had yet to vest. Vesting varies by individual and grant; shares vest through NOTE 8: PREFERRED STOCK In January 2015, the Company authorized 1,000,000 shares of preferred stock (par value of $0.01 per share). No shares were issued and outstanding. NOTE 9: COMMITMENTS AND CONTINGENCIES Operating leases The Company leases various office locations under operating leases that are month-tomonth arrangements, totaling $689 per month. Rent expense for the years ended April 30, 2017 and 2016 was $13,056 and $4,200, respectively. NOTE 10: SIGNIFICANT CONCENTRATIONS The Company received approximately 72% and 89% of its revenue from two customers for the years ended April 30, 2017 and 2016, respectively. The Company was owed approximately 88% of its accounts receivable balance from one customer as of April 30, NOTE 11: SUBSEQUENT EVENTS The Company has evaluated subsequent events through November 20, 2017, which is the date the financial statements were available to be issued. Subsequent to April 30, 2017, the Company issued convertible debt from three separate investors, totaling $225,000 of additional funding

89 EXHIBIT F STOCKHOLDERS AGREEMENT

90 STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this Agreement ) is made as of January 31, 2015 (the Effective Date ), by and among SICKWEATHER, INC., a Maryland corporation (the Company ), and each other Person (as defined below) party hereto or who from time to time becomes a party hereto by executing and delivering to the Company a joinder, in substantially the form attached hereto and made a part hereof as Exhibit A (each, a Stockholder, and, collectively, the Stockholders ). RECITALS WHEREAS, on the Effective Date, the Company converted from a Delaware limited liability company to a Maryland corporation (the Conversion ); WHEREAS, the Company and the Stockholders desire to assure continuity and to perpetuate harmony in the Company s management, policies and operations; and WHEREAS, the Company and the Stockholders deem it in their best interests to impose certain restrictions and obligations on themselves in order to effectuate the foregoing purposes. NOW, THEREFORE, in consideration of the foregoing recitals (which shall be deemed a substantive part of this Agreement) and the mutual promises and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby covenant and agree as follows: 1. Defined Terms. As used in this Agreement, the capitalized terms defined in the preceding paragraphs of this Agreement and in the various Sections of this Agreement will have the respective meanings specified therein, and the following terms will have the meanings indicated unless the context otherwise requires: Affiliate - means, with respect to a Person, any other Person that, directly or indirectly, on its own behalf or through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. Agreement has the meaning set forth in the Preamble. Appraised Value - means the fair market value of a share of Stock at any relevant time under this Agreement, as determined by the Appraiser using such valuation method or methods which the Appraiser deems to be appropriate for the type of business in which the Company is engaged. If any party involved in a purchase of Stock hereunder does not agree with the Appraiser s determination, then such party may appoint a second Appraiser, with the qualifications stated below, who will make such determination. If the two Appraisers agree upon the valuation, they will jointly render a single written report stating that value. If, however, the two Appraisers cannot agree upon the valuation, they will each render a separate written report and will v3

91 appoint a third Appraiser, with the qualifications stated below, who will appraise the fair market value of the Company, and will render a written report of his or her opinion thereon. The value contained in the aforesaid joint written report or written report of the third Appraiser, as the case may be, will be the Appraised Value of a share of Stock for purposes of this Agreement; provided, however, that if the value contained in the appraisal report of the third Appraiser is more than the higher of the first two appraisals, the higher of the first two appraisals will govern; and provided, further, that if the value contained in the appraisal report of the third Appraiser is less than the lower of the first two appraisals, the lower of the first two appraisals will govern. Any and all costs incurred in connection with the aforesaid valuation will be borne by the Company; except that the fees and other costs of the second Appraiser will be paid by the party that appointed the second Appraiser, and the fees and other costs of the third Appraiser will be shared equally by both parties. The Appraiser will be held harmless from any determination of the Appraised Value hereunder made in good faith, and will have no liability therefor unless he or she will have acted fraudulently or with gross negligence. Appraiser - means the Company Accountant. If, however, any party objects to the Company Accountant acting as Appraiser hereunder, then the Appraiser will be a Person selected by the Stockholders by Majority Consent who is either: (i) an independent credentialed appraiser recognized as such by the National Association of Certified Valuation Analysts, the American Society of Appraisers, the Institute of Business Appraising, or the American Institute of Certified Public Accountants; or (ii) an independent certified public accountant, other than the Company Accountant, who is qualified to perform business appraisals and who in fact conducts business appraisals on a regular basis. Board of Directors - means the Board of Directors of the Company. Breaching Party - has the meaning set forth in Section 12(a). Buyout Disability Policies - has the meaning set forth in Section 6(d)(iii). Buyout Life Insurance Policies - has the meaning set forth in Section 6(d)(ii). Bylaws - means the Bylaws of the Company, as the same may be amended or supplemented from time to time. CEO - means the Chief Executive Officer of the Company. Charter - means the charter of the Company. Code - means the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any succeeding federal tax law. Company has the meaning set forth in the Preamble v3 2

92 Company Accountant - means the certified public accountant or accounting firm that is regularly engaged by the Company for business accounting and tax matters. Company Customer - has the meaning set forth in Section 9(b). COO - means the Chief Operating Officer of the Company. Effective Date - has the meaning set forth in the Preamble. Exchange Act - has the meaning set forth in Section 9(c). Family Member - means, with respect to any individual, any member of such individual s family, to include, for this purpose: (i) such individual s spouse; (ii) any child, grandchild, descendant, brother, sister, parent, grandparent, step-child, step-parent, step-grandparent, son-inlaw, daughter-in-law, father-in-law or mother-in-law of such individual; and (iii) any cousin who is related to such individual or such individual s spouse within the second degree. Injured Party - has the meaning set forth in Section 12(a). Insured Stockholder - has the meaning set forth in Section 6(d)(ii). Key Person Life Insurance Policies - has the meaning set forth in Section 6(f). Majority Consent - means the affirmative vote or consent, in writing or by electronic transmission, of the Stockholder or Stockholders holding, in the aggregate, more than Fifty Percent (50%) of the issued and outstanding shares of stock of the Company entitled to vote on the matter. Management Stockholder means any person that is, became or becomes a holder of shares of Stock of the Company in connection with such person now serving or at any time in the past having served as an employee of, or consultant to the Company, or otherwise engaged by the Company, and each of their respective spouses, children, grandchildren, parents and siblings, in each case to include adoptive relations, now or hereafter having any right, title or interest in any stock of the Company. For purposes of clarity and not by way of limitation, as of the date of this Agreement, the Persons set forth on Exhibit B hereto are Management Stockholders. MGCL - means the Maryland General Corporation Law. Note - has the meaning set forth in Section 6(d)(i). Notice - means any notice or other communication required or permitted to be given to any party pursuant to this Agreement. Notice of Intent - has the meaning set forth in Section 5(c) v3 3

93 Offered Stock - has the meaning set forth in Section 5(c). Offer Period - has the meaning set forth in Section 5(c)(i). Permanent Disability - means the permanent and total disability of a Stockholder. A Stockholder will be deemed permanently and totally disabled if: (i) such Stockholder is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can reasonably be expected to result in death or can be expected to last for a continuous period of at least twelve (12) months; (ii) such Stockholder is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for at least twelve (12) months, receiving income replacement benefits for a period of at least twelve (12) months from an accident or health plan covering Stockholders and/or employees of Company; or (iii) such Stockholder is adjudicated by a court of competent jurisdiction to be incompetent to handle his or her own person or property. A Stockholder will be deemed to have a Permanent Disability if a physician issues a written statement indicating that the Stockholder is permanently and totally disabled within the meaning set forth above. Each Stockholder will, at the request of the other Stockholders, submit to a physical examination, at the Company s expense, to determine if such Stockholder has a Permanent Disability. Permitted Transferee - means, as to any Transferor or Terminating Stockholder, any one or more of the following: (i) any Family Member of such Stockholder; (ii) any other Stockholder; (iii) a trust, or a custodianship under any applicable Uniform Gifts or Transfers to Minors Act, created for the benefit of such Stockholder or for the benefit of one or more Persons described in clauses (i) or (ii) above; (iv) a corporation, partnership, limited liability company or any other entity which is owned exclusively by such Transferor or Terminating Stockholder or one or more Persons described in clauses (i) through (iii) above; and (v) the Company. Person - means any individual, corporation, partnership, joint venture, limited liability company, unincorporated association, estate, trustee, government (whether federal, state, county, city or otherwise, including, without limitation, any instrumentality, division, agency or department thereof), or other legal entity. Personal Representative - means any personal representative, executor, administrator, trustee, or other Person who is vested with the responsibility for administering the disposition of any shares of Stock of a deceased Stockholder, and equally any individual who holds such shares of Stock as a legatee, distributee, or successor in interest, or trustee where no executor, administrator, or similar fiduciary is appointed or where any appointed executor, administrator, or fiduciary does not have control over any of the deceased Stockholder s Stock. Property - means all property, real or personal, from time to time owned or leased by the Company or in which the Company otherwise has acquired or will acquire an interest. Purchase Price - has the meaning set forth in Section 6(c)(i). ROFR Purchase Right - has the meaning set forth in Section 5(c) v3 4

94 ROFR Remaining Stockholders - has the meaning set forth in Section 5(c). Securities Act - has the meaning set forth in Section 15(h). State Acts - has the meaning set forth in Section 15(h). Stock means and includes all of the stock of the Company and all other shares of stock and all other equity securities of the Company now owned or which may be issued hereafter to the Stockholders in consequence of any additional issuance, purchase, exchange or reclassification of shares, corporate reorganization, or any other form of recapitalization, consolidation, merger, stock split, stock dividend, or which are acquired by the Stockholders in any other manner. Stockholder - has the meaning set forth in the Preamble. TE Purchase Right - has the meaning set forth in Section 6(b). TE Remaining Stockholders - has the meaning set forth in Section 6(b). Terminating Stockholder - has the meaning set forth in Section 6(a). Terminating Stockholder s Transferee - has the meaning set forth in Section 6(b). Termination Event - means the occurrence of any of the following events or circumstances: (i) the death or Permanent Disability of a Stockholder who is a natural Person; (ii) with respect to a Stockholder which is a corporation, partnership, or limited liability company, the termination, revocation of charter, dissolution, or commencement of winding up of that entity; (iii) a Stockholder: (A) makes an assignment for the benefit of creditors; (B) institutes a voluntary proceeding with respect to the Stockholder under the federal bankruptcy code; (C) is adjudged bankrupt or insolvent or has entered against the Stockholder an order for relief in any bankruptcy or insolvency proceeding; (D) files a petition or answer seeking for that Stockholder any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (E) seeks, consents to, or acquiesces in the appointment of a trustee for, receiver for or liquidation of the Stockholder or of all or any substantial part of the Stockholder s properties; or (F) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Stockholder in any proceeding described in this clause (iii); (iv) the continuation of any proceeding against a Stockholder seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, for one hundred twenty (120) days after commencement thereof, or the appointment of a trustee, receiver or liquidator for a Stockholder or all or any substantial part of a Stockholder s properties without the Stockholder s agreement or acquiescence, which appointment is not vacated or stayed for one hundred twenty (120) days or, if the appointment is stayed, for one hundred twenty (120) days after the expiration of the stay during which period the appointment is not vacated; or (v) with respect to a Stockholder who is acting as a Stockholder by virtue of being a v3 5

95 trustee of a trust, the termination of the trust. In addition to the foregoing, with respect to any Stock owned by a Stockholder who is an employee of the Company, a Termination Event will also include any termination of such Stockholder s employment with the Company for any reason, whether with or without cause. In addition to the foregoing, with respect to any Stock owned by a Stockholder who serves as a director, a Termination Event will also include any resignation or removal of such Stockholder from the Board of Directors for any reason, whether with or without cause; provided, however, that this sentence shall not apply to Graham Dodge, James Sajor, Michael Belt, Emily Leffler-Schulman, Nicholas Pimentel or Zephrin Lasker, or to any Stockholder who, at the time of such resignation or removal, also serves as an employee of the Company in addition to serving as a member of the Board of Directors. For purposes of this Agreement, if Stock is held by a trustee of a trust for the benefit of a Stockholder, then the death of the Stockholder for whose benefit such Stock is so held shall be deemed the death of the holder of such Stock. Transfer - means to sell, convey, assign, exchange, pledge, hypothecate, encumber or otherwise dispose of (or the sale, conveyance, assignment, exchange, pledge, hypothecation, encumbrance, or other disposition of) any shares of Stock, or any portion or fraction or rights thereof. Transferee - has the meaning set forth in Section 5(a). Transferor means any Stockholder or other holder of one or more shares of Stock who Transfers or proposes to Transfer such shares of Stock, or any portion or fraction or rights thereof. Transfer Terms - has the meaning set forth in Section 5(c). Voting Shares - has the meaning set forth in Section 4(a). Works - has the meaning set forth in Section 8. Valuation Date - means the last day of the most recently completed calendar month prior to: (i) with respect to any purchase and sale of Stock hereunder by reason of the death of a Stockholder, the date of the Stockholder s death; (ii) with respect to any purchase and sale of Stock hereunder by reason of a Stockholder s Permanent Disability, the date on which such Permanent Disability commences; and (iii) with respect to any purchase and sale of Stock hereunder by reason of any other Termination Event, the date on which the Termination Event occurs. 3. [Reserved.] 4. Voting Provisions Regarding Board of Directors. (a) Size of the Board. Each Stockholder agrees to vote, or cause to be voted, all Voting Shares owned by such Stockholder, or over which such Stockholder has voting v3 6

96 control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board provided for in the Bylaws of the Corporation shall always be at least the number of directors as is necessary to satisfy the composition requirements set forth in Section 4(b). For purposes of this Agreement, Voting Shares shall mean and include any securities of the Corporation the holders of which are entitled to vote for members of the Board of Directors, including without limitation, all shares of common stock, $0.01 par value per share (the Common Stock ), of the Corporation, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise. (b) Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Voting Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, one person designated by each of Graham Dodge, James Sajor and Michael Belt (collectively, the Founders ), in each case, for so long as such Founder and his Affiliates continue to own beneficially, in the aggregate, at least twelve and one-half percent (12.5%) of the outstanding shares of Common Stock (which amount is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like), shall be elected to the Board of Directors, which individuals shall initially be Graham Dodge, James Sajor and Michael Belt. To the extent that any of the Founders shall no longer have the designation right set forth in this Section 4(b), any member of the Board of Directors who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Corporation entitled to vote thereon in accordance with, and pursuant to, the Charter and the Bylaws. (c) Failure to Designate a Board Member. In the absence of any designation from the Persons or groups with the right to designate a director as specified above, the director previously designated by them and then serving shall be reelected if still eligible to serve as provided herein. (d) Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Voting Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (i) no director elected pursuant to Section 4(b) or (c) hereof may be removed from office other than for cause unless (A) such removal is directed or approved by the affirmative vote of the Person entitled under Section 4(b) to designate that director or (B) the Person(s) originally entitled to designate or approve such director pursuant to Section 4(b) is no longer so entitled to designate or approve such director; (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4(b) or (c) hereof shall be filled pursuant to the provisions of this Section 4; and v3 7

97 (iii) upon the request of any party entitled to designate a director as provided in Section 4(b) hereof to remove such director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Corporation agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors. (e) No Liability for Election of Recommended Directors. No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Corporation, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement. 5. Transfers of Stock. (a) Transfers of Stock Generally. Subject to the provisions of Sections 5(b) and (c), any Transferor of shares of Stock may Transfer all or any portion of such Transferor s shares of Stock to any Person (a Transferee ) without the consent of the Board of Directors or any of the other Stockholders. (b) Additional Conditions to Transfers of Stock. No Transferor may Transfer shares of Stock unless the following conditions are satisfied, and any purported Transfer that does not comply with this Section 5(b) will be invalid, null and void, and of no force or effect: (i) the Transferor and the Transferee execute and deliver to each other and to the Company such instruments of transfer and assignment evidencing such Transfer as are in form and substance reasonably satisfactory to the CEO; (ii) the Transferee executes and delivers to the Company a joinder, in substantially the form attached hereto and made a part hereof as Exhibit A; and (iii) the Transfer will not, in the opinion of the Company s legal counsel, require registration of the Stock under any federal or state securities laws. (c) Right of First Refusal. As a condition precedent to any Transfer (other than Transfers to a Stockholder or to a Permitted Transferee or Transfers by reason of a Termination Event), the Transferor must first give to the Board of Directors and the Stockholder or Stockholders other than the Transferor (the ROFR Remaining Stockholders ) written notice of the Transferor s intention to make such a Transfer (the Notice of Intent ). The Notice of Intent must set forth all of the terms and conditions of the proposed Transfer, including, without limitation, the purchase price and method and terms of payment (the Transfer Terms ), the name and address of the proposed Transferee, and a true and complete copy of any offer or agreement with respect to the proposed Transfer. Upon receipt of the Notice of Intent, the ROFR Remaining Stockholders who own shares of Stock will have the right (the ROFR Purchase Right ) to purchase all, but not less than all, of the shares of Stock proposed to be Transferred by the Transferor (the Offered Stock ) upon the Transfer Terms, in accordance with the following terms and conditions: v3 8

98 (i) Exercise of ROFR Remaining Stockholders Purchase Right. If there is then more than one ROFR Remaining Stockholder, then, in the absence of an agreement between or among the ROFR Remaining Stockholders, each such ROFR Remaining Stockholder will have the ROFR Purchase Right to purchase the Offered Stock in the proportion that the number of shares of Stock owned by such ROFR Remaining Stockholder bears to the total number of shares of Stock owned by all of the ROFR Remaining Stockholders who desire to exercise the ROFR Purchase Right. Each ROFR Remaining Stockholder must exercise such Stockholder s ROFR Purchase Right by giving written notice thereof to the Transferor within forty-five (45) days after the receipt of the Notice of Intent by such ROFR Remaining Stockholder (the Offer Period ). (ii) Purchase and Sale of Transferor s Stock. If the ROFR Purchase Right is exercised with respect to all of the Offered Stock, the Transferor will sell, and the party or parties exercising the ROFR Purchase Right will purchase, the shares of Stock as to which the ROFR Purchase Right has been exercised, and closing will take place within thirty (30) days following the end of the Offer Period at the principal office of the Company. (iii) Forfeiture of Purchase Right. If the ROFR Remaining Stockholders fail to exercise the ROFR Purchase Right, in the aggregate, with respect to all of the Offered Stock, then the Transferor may make the proposed Transfer of the Offered Stock to the Transferee identified in the Notice of Intent, for the same or greater purchase price set forth in the Notice of Intent and otherwise upon the Transfer Terms, within ninety (90) days following the expiration of the Offer Period. The Transfer, however, will be subject to the terms and conditions set forth in Section 5(b) and this Section 5(c). (iv) Non-Complying Transfers Void. Any Transfer by the Transferor after the ninety (90) day period described in Section 5(c)(iii) or without strict compliance with the terms, conditions and provisions of this Section 5 and the other terms, provisions and conditions of this Agreement, will be null and void and of no force or effect. (v) Transfers to Permitted Transferees. Notwithstanding any other provision herein to the contrary, any Stockholder may Transfer all or any portion of that Stockholder s Stock, either outright or in trust, to one or more Permitted Transferees; and the provisions of this Section 5(c) will not apply to any such Transfer to a Permitted Transferee. A Permitted Transferee, however, must satisfy all of the requirements of Section 5(b) of this Agreement prior to any such Transfer to a Permitted Transferee. (d) Continuing Effect of Transfer Restrictions. Upon the Transfer of any shares of Stock by a Transferor to a Transferee, any subsequent Transfer of such shares of Stock by such Transferee or by any subsequent Transferee will be subject to the terms and conditions set forth in this Section 5. (e) Remedies Upon Breach. A breach of the provisions of this Section 5 could cause irreparable injury to the Company and its Stockholders for which there would be no adequate remedy at law. Accordingly, in the event of any such breach by any Stockholder, the v3 9

99 Company will have the right, in addition to any other legal or equitable remedies available to the Company under this Agreement and under applicable law, to have a court enjoin such Stockholder from violating such provisions, including by temporary and/or permanent injunction. 6. Termination Events. (a) Termination Events. Upon the occurrence of a Termination Event with respect to any Stockholder (the Terminating Stockholder ), such Terminating Stockholder s shares of Stock shall be subject to the TE Purchase Right set forth in Section 6(b) below. (b) Purchase of Stock Upon Termination Event. Upon the occurrence of any Termination Event with respect to any Terminating Stockholder that owns Stock (other than a Permitted Transferee of the Terminating Stockholder), the Company will have the right (the TE Purchase Right ), but not the obligation, to purchase the shares of Stock owned by such Terminating Stockholder or such Terminating Stockholder s Personal Representative, guardian, successor-in-interest or assignee, as the case may be (in each case, the Terminating Stockholder s Transferee ), in complete liquidation of such Terminating Stockholder s Stock, for the Purchase Price for such shares of Stock determined in accordance with the provisions of Section 6(c) as of the Valuation Date. The Company s TE Purchase Right will be exercisable within ninety (90) days after the occurrence of a Termination Event with respect to the Terminating Stockholder. If the Company fails to exercise the TE Purchase Right, in the aggregate, with respect to all of the Terminating Stockholder s Stock, the Stockholders other than the Terminating Stockholder (the TE Remaining Stockholders ) will have the TE Purchase Right, but not the obligation, to purchase the remaining shares of Stock owned by the Terminating Stockholder or the Terminating Stockholder s Transferee, as the case may be, in complete liquidation of the Terminating Stockholder s Stock, for the Purchase Price for such shares of Stock determined as of the Valuation Date. The TE Remaining Stockholders TE Purchase Rights will be exercisable within one hundred twenty (120) days after the occurrence of a Termination Event with respect to the Terminating Stockholder. If there is then more than one such TE Remaining Stockholder, then, in the absence of an agreement between or among all such TE Remaining Stockholders, each such TE Remaining Stockholder will have the right to purchase that percentage of the Terminating Stockholder s Stock that equals the proportion that the number of shares of Stock owned by such TE Remaining Stockholder bears to the total number of shares of Stock owned by all of the TE Remaining Stockholders who desire to purchase the Terminating Stockholder s Stock. If the Company and/or the TE Remaining Stockholders exercise the TE Purchase Rights in the aggregate with respect to all of the Terminating Stockholder s Stock, the Terminating Stockholder or the Terminating Stockholder s Transferee as the case may be will sell, and the party or parties exercising the TE Purchase Right will purchase, the Stock as to which the TE Purchase Rights have been exercised, and closing will take place at the principal office of the Company within thirty (30) days following the date on which all of the TE Purchase Rights have been exercised; provided, however, that the closing for the purchase of the Stock owned by a deceased Stockholder may be delayed for a reasonable time beyond such date to allow for the Company to receive the proceeds of any Buyout Life Insurance Policy on the life of the deceased Stockholder. If the Company and/or the TE Remaining Stockholders do not exercise the TE Purchase Right with respect to all of the Terminating Stockholder s remaining Stock, the TE Purchase Right will v3 10

100 automatically terminate with respect to the Terminating Stockholder s Stock, and the Terminating Stockholder s Transferee will be deemed to be the assignee of the Terminating Stockholder s Stock in accordance with the provisions of Section 5(a). (c) Purchase Price. (i) Purchase Price for Stock Generally. Subject to the provisions of Section 6(c)(ii), the Purchase Price payable to a Terminating Stockholder for the purchase of such Terminating Stockholder s Stock (the Purchase Price ) by reason of any other Termination Event with respect to such Terminating Stockholder will be an amount equal to the Appraised Value of a share of Stock as of the Valuation Date multiplied by the number of shares of Stock owned by such Terminating Stockholder. (ii) Purchase Price for Stock Upon Death. The Purchase Price payable to a Terminating Stockholder for the purchase of such Terminating Stockholder s Stock by reason of such Terminating Stockholder s death will be an amount equal to the greater of: (i) the aggregate amount of proceeds of all Buyout Life Insurance Policies on the life of the Terminating Stockholder payable by reason of the Terminating Stockholder s death; and (ii) the Appraised Value of a share of Stock as of the Valuation Date multiplied by the number of shares of Stock owned by such Terminating Stockholder. (d) Payment of Purchase Price. The Purchase Price will be paid in accordance with the following provisions: (i) Payment Terms for Stock. Subject to the provisions of Section 6(d)(ii) and (iii), the Purchase Price payable for a Terminating Stockholder s Stock pursuant to Section 6(c) will be paid, together with interest at the lowest applicable mid-term federal rate (AFR) published by the Internal Revenue Service pursuant to Section 1274(d) of the Code as in effect as of the Valuation Date, on the unpaid balance of the Purchase Price in sixty (60) equal monthly installments of principal and interest based on an amortization of the principal amount of the Note, over a period of sixty (60) months, commencing on the thirtieth (30 th ) day following the closing of the purchase of the Terminating Stockholder s Stock and continuing on the same day of each calendar month thereafter, in accordance with the terms of the purchasing party s Promissory Note, substantially in the form attached hereto as Exhibit C (the Note ), which the purchasing party will at closing execute and deliver to the Terminating Stockholder or the Terminating Stockholder s Transferee, as the case may be. (ii) Buyout Life Insurance. The COO will, if approved by the Board of Directors, make application for, take out and maintain in effect one or more life insurance policies ( Buyout Life Insurance Policies ) on the life of any Stockholder (an Insured Stockholder ) to finance the purchase of the Insured Stockholder s Stock by the Company pursuant to this Agreement by reason of such Insured Stockholder s death. The Company will be the sole owner and primary beneficiary of such Buyout Life Insurance Policy and will have the absolute right to exercise all incidents of ownership of such Buyout Life Insurance Policy, subject to the obligations set forth in this Agreement. Each Insured Stockholder will exert his or v3 11

101 her best efforts and fully assist and cooperate with the party purchasing the Buyout Life Insurance Policy on such Insured Stockholder s life in obtaining the Buyout Life Insurance Policy on the Insured Stockholder s life. In the event of the purchase of an Insured Stockholder s Stock by the Company by reason of the Insured Stockholder s death, the Company will apply first the entire proceeds of any Buyout Life Insurance Policy on the life of the Insured Stockholder to the payment of the Purchase Price for the Insured Stockholder s Stock, it being the intent of the parties that only that portion of the Purchase Price which is not covered by the Buyout Life Insurance Policy proceeds will be subject to deferral pursuant to the provisions of Section 6(d)(i). (iii) Buyout Disability Insurance. The COO will, if approved by the Board of Directors, make application for, take out and maintain in effect one or more disability buyout insurance policies ( Buyout Disability Policies ) on any Insured Stockholder to finance the purchase of the Insured Stockholder s Stock by the Company pursuant to this Agreement by reason of such Insured Stockholder s Permanent Disability. The Company will be the sole owner of all Buyout Disability Policies issued to it and will have the absolute right to exercise all incidents of ownership of such policies, including the right to cancel any one or all of the policies provided that all Stockholders are given thirty (30) days prior written notice of the Company s intention to cancel such policy or policies. Each Insured Stockholder agrees to cooperate fully with the Company in acquiring and maintaining such Buyout Disability Policies, including submitting to any physical examinations and providing any medical information required by the insurer. Notwithstanding the provisions of Section 6(d)(i), in the event of the purchase of an Insured Stockholder s Stock by the Company by reason of the Insured Stockholder s Permanent Disability, if the Company is entitled to receive periodic payments of insurance proceeds under a Buyout Disability Policy covering the Insured Stockholder, such proceeds will, immediately upon their receipt, be applied toward payments otherwise due under the Note, and the balance, if any, of such periodic payment will be remitted to the Insured Stockholder. To the extent that the proceeds of any Buyout Disability Policy paid by the Company exceed the regular payments required under the Note, they will not operate to reduce future periodic payments otherwise payable under the Note. Such excess periodic insurance payments will, however, result in a credit against the amounts otherwise payable to the Insured Stockholder under the Note, which will satisfy the purchaser s total payment obligation in a shorter period of time than that set forth in the Note. (e) Assignment of Stock. At the closing for the purchase and sale of a Terminating Stockholder s Stock, the Terminating Stockholder or the Terminating Stockholder s Transferee, as the case may be, will assign and transfer to the purchasing party or parties good and merchantable title to the shares of Stock that are subject to purchase and sale hereunder, free and clear of any liens, pledges or other encumbrances, by executing and delivering to the purchasing party at closing a stock power for such Stock in form and content reasonably acceptable to the purchasing party or parties. (f) Key-Person Life Insurance Policies. In addition to any Buyout Life Insurance Policy, the Company will have the right to make application for, take out and maintain in effect such other policies of life insurance ( Key Person Life Insurance Policies ) on the lives v3 12

102 of any Insured Stockholders, whenever and in such amounts as the Board of Directors determines. Each Insured Stockholder will exert his or her best efforts and fully assist and cooperate with the Company in obtaining any such policies of life insurance on his or her life. The Company will be the sole owner of all Key Person Life Insurance Policies issued to it and will have the absolute right to exercise all incidents of its ownership of such policies, including the right to cancel any one or all of the policies, provided that all Insured Stockholders are given thirty (30) days prior written notice of the Company s intention to cancel such policy or policies. In the event of the purchase of an Insured Stockholder s Stock by the Company by reason of the Insured Stockholder s death, the Company will apply first the entire proceeds of any Key Person Life Insurance Policy on the life of the Insured Stockholder to the payment of the Purchase Price for the Insured Stockholder s Stock, it being the intent of the parties that only that portion of the Purchase Price which is not covered by the Key Person Life Insurance Policy proceeds will be subject to deferral pursuant to the provisions of Section 6(d)(i). (g) Right to Purchase Policies. Each Stockholder will have the right to purchase the insurance policies on his or her life owned by the Company, for cash in the amount of the interpolated terminal reserve value thereof, within thirty (30) days after the date on which such Stockholder ceases to own any share of Stock (other than by reason of his or her death), or his or her receipt of notice of the Company s intention to cancel any such policies, provided that in the latter event, the right to purchase will extend only to those policies which the Company intends to cancel. (h) Status of TE Remaining Stockholders. Within ninety (90) days after the occurrence of a Termination Event, if the TE Remaining Stockholders do not execute a new stockholders agreement, the TE Remaining Stockholders will automatically and without any further action be deemed to have adopted and affirmed the same terms and conditions as those contained in this Agreement in effect immediately prior to the date on which such Terminating Stockholder ceased to be a Stockholder, except that the Stockholders bound by the stockholders agreement will be only those Stockholders who have not ceased to be Stockholders. (i) Permitted Transferees. Notwithstanding any of the foregoing provisions, the Company and the TE Remaining Stockholders will not have the Purchase Right with respect to the shares of Stock Transferred by a Terminating Stockholder to a Permitted Transferee of such Terminating Stockholder by reason of a Termination Event. 7. Power of Attorney. Each Stockholder hereby appoints the Company, through the CEO, as such Stockholder s attorney-in-fact, to execute and deliver all documents and instruments required to: (i) liquidate such Stockholder s Stock as provided herein; and (ii) discharge any obligations of such Stockholder under this Agreement or under the MGCL if such Stockholder fails or refuses to comply with such obligations within thirty (30) days after it has received notice of such non-compliance. This power of attorney is coupled with an interest, and as such: (a) this power may not be revoked without the Majority Consent of the Stockholders; (b) this power does not terminate on the death or disability of any Stockholder; and (c) this power continues during the term of this Agreement, and thereafter, for so long as is reasonably necessary to discharge any of the obligations of the parties that arose prior to the termination of v3 13

103 this Agreement. Each Stockholder hereby waives any claim such Stockholder may have against the Company or the CEO or any of the Stockholders for any action taken hereunder in good faith, unless such action amounts to fraud, gross negligence or willful misconduct. 8. Intellectual Property. Each Management Stockholder agrees that any and all works of authorship, inventions, discoveries, concepts, know-how, processes, improvements, innovations, formulas, prototypes, designs, techniques, data, source and object codes, and programs (whether or not patentable or registrable under copyright or similar law) and other works that are designed, conceived, created or developed by such Management Stockholder either solely or jointly with others during the course of such Management Stockholder s employment or association with the Company or otherwise during the course of such Management Stockholder s performance of services for or on behalf of the Company in any other capacity, relating to the business, products, services, publications, processes or operations of the Company or its Affiliates (collectively, Works ), together with all legally protectable elements, contributions, collective works thereof or derivative works thereto and all rights to letters patents which may be granted thereon, shall be owned exclusively by the Company. Each Management Stockholder hereby irrevocably assigns to the Company, its successors and assigns, all of such Management Stockholder s right, title and worldwide interest (including copyright and other proprietary or intellectual property rights) in and to all Works, without further compensation but at the Company s expense, to cooperate with the Company and to sign and execute all assignments and other documents that may be necessary to fully vest such right, title and interest in the Company. Immediately upon making any Works, each Management Stockholder shall: (i) notify the Company thereof in writing; (ii) execute and deliver to the Company, or its designee or assignee, without further compensation such documents or instruments as may be necessary to secure and perfect title thereto in the Company including (without limitation) preparing or prosecuting applications for letters patent (and extensions, continuations or reissues), applications for copyrights upon such Works, and to assign and transfer to the Company his or her right, title and interest in and to said Works; (iii) any time during or following a Management Stockholder s employment with the Company or his or her performance of services for the Company in any other capacity, do all other things reasonably necessary in the opinion of the Company (a) to vest title to any or all Works in the Company and (b) to assist the Company, at the Company s expense, in establishing, protecting, and maintaining its rights, including but not limited to the execution of further documents and assurances and the furnishing of affidavits, information, disposition, trial testimony, and other assistance; and (iv) not file any patent or copyright applications relating to any Works except with the prior consent of an authorized representative of the Company. 9. Protection of the Company s Business. (a) Covenant Not to Compete or Solicit. Each Management Stockholder agrees that while such Management Stockholder is the owner of any shares of Stock and for a period of two (2) years after he or she ceases to own any shares of Stock for any reason, such Management Stockholder shall not, directly or indirectly, on his or her own behalf or on behalf of any other Person (whether as an owner, stockholder, partner, member, investor, officer, director, employee, consultant, lender or otherwise): v3 14

104 (i) compete with the Company in the business of developing, manufacturing, selling, marketing, distributing or implementing any social networking aggregator product designed to track contagious illnesses anywhere in the United States where the Company manufactures, sells, markets or distributes its products; (ii) sell or provide to any Company Customer products or services that are like or similar to any products or services sold or provided by the Company while such Management Stockholder owns any shares of Stock; (iii) be employed by any Company Customer in any position wherein Management Stockholder would provide to such Company Customer services like or similar to any services provided by such Management Stockholder while such Management Stockholder owns any shares of Stock; (iv) solicit or accept any work from any Company Customer, whether in the Management Stockholder s capacity as a contractor, subcontractor or otherwise, which is like or similar to any work performed by the Company for such Company Customer while such Management Stockholder owns any shares of Stock; (v) urge or cause any Company Customer to discontinue, in whole or in part, business, or not to do business with the Company; or (vi) solicit for employment or employ for such Management Stockholder s own or for another s benefit any employee of the Company, or solicit or encourage any employee of the Company to terminate his/her employment with the Company. For purposes of this Agreement, the term Company Customer means, as to each Management Stockholder s covenants hereunder, any Person (whether customarily referred to as a client or a customer) to whom or which the Company has provided products or services, or with whom or which the Company enters into any contract or commitment to provide products or services, whether in the Company s capacity as a prime contractor or subcontractor or otherwise, at any time while such Management Stockholder owns any shares of Stock. The term Company Customer also includes, as the case may be, any and all of the officers, employees and Affiliates of any Company Customer. Whether an individual or entity is a Company Customer does not depend on whether such Company Customer s business was generated in whole or in part by such Management Stockholder s efforts, and the term Company Customer includes, without limitation, all Company Customers introduced to the Company by such Management Stockholder. (b) Reasonableness of Restrictions. Each Management Stockholder agrees that the limitations as to time, geographical area, and scope of activity to be restrained as set forth in Section 9(a) do not impose a greater restraint upon such Management Stockholder than is necessary to protect the goodwill or other business interest of the Company. Each Management Stockholder further agrees that if a court of competent jurisdiction determines that the length of v3 15

105 time, geographic territory or other provision of any covenant set forth in Section 9(a) is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the parties hereto agree that the restrictions of this Section shall remain in full force and effect. The Management Stockholders further agree that if a court of competent jurisdiction determines that any provision of Section 9(a) is invalid or against public policy, the remaining provisions of Section 9(a) and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. Items (i) through (vi) of Section 9(a) are intended by the parties hereto as separate and divisible provisions. Accordingly, if any such provision is held to be invalid or unenforceable, neither the validity nor the enforceability of the other provisions will be affected thereby. (c) Exceptions. Notwithstanding anything herein to the contrary or apparently to the contrary, the following shall not be a violation or breach of the covenants set forth in Section 9(a): Each Management Stockholder may invest in the securities of any enterprise (but without otherwise participating in the activities of such enterprise) if: (i) such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act ); and (ii) the Management Stockholder does not beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) in excess of 1% of the outstanding capital stock of such enterprise. Notwithstanding the foregoing, each Management Stockholder s relationship with other entities or business interests of Management Stockholder shall in no way interfere with or detract from the duties of the Management Stockholder to the Company as called for in this Agreement. (d) Property of the Company. Upon a Management Stockholder ceasing to be a Stockholder of the Company, such Management Stockholder agrees to immediately return to the Company, without retaining any copies thereof, any and all Property of the Company of which such Management Stockholder has possession or control. (e) Survival. The provisions of this Section 9, being intended to benefit the Company and the other Stockholders, shall survive the cessation of any Management Stockholder s status as a stockholder of the Company for any reason. 10. Confidential Information. (a) Confidential Information Defined. For purposes of this Section 10, the term Confidential Information means any and all trade secrets and other confidential and proprietary information of or relating to the Company, including, but not limited to, the following information: (i) information regarding business operations, internal structure, procedures and methods; (ii) financial and tax information, including, without limitation, the Company s financial books or records, financial statements, financial projections and tax returns; (iii) strategies, forecasts, forecast assumptions and business plans (including, without limitation, marketing, development and expansion plans); (iv) practices, activities, applications or rights as to copyrights, trade secrets, trademarks, service marks, and the like, which are not publicly available; (v) information regarding Company Customers and prospective Company Customers, v3 16

106 including, without limitation, customer lists and internal files; (vi) contracts, agreements, arrangements, accounts or commitments with any Company Customer, supplier, vendor, contractor, subcontractor, employee or any other Person; (vii) information or materials received by the Company from any third party in confidence, or subject to a non-disclosure agreement; and (viii) all written, documented, recorded or tangible forms or reproductions of the Confidential Information. Confidential Information will not, however, include any information that has become publicly known through no wrongful act or breach of this Agreement by the Stockholder against whom these provisions are sought to be enforced. (b) Restrictions on Use and Disclosure. Each Stockholder agrees that such Stockholder will not use, disclose or transfer any Confidential Information, except for Company purposes or as disclosure of such Confidential Information may be necessary or proper for purposes of preparing such Stockholder s income tax returns, and except for required financial disclosures to the Stockholder s lenders and stockholders. In the event any Stockholder is required to disclose any Confidential Information by compulsory judicial process or by law or regulation or by court or administrative subpoena, civil investigative demand or similar process or order, such Stockholder will promptly provide the Company with written notice thereof, together with a copy of the subpoena, court order, or other document compelling such disclosure, and will at the request of the Company cooperate with the Company, at the Company s expense, in seeking a judicial protective order, order to quash, or other appropriate relief from such disclosure. Each Stockholder hereby acknowledges that all Confidential Information is confidential and proprietary information of the Company which is owned solely by the Company and that nothing herein, nor the furnishing of such Confidential Information to such Stockholder, nor the ownership of Stock by such Stockholder, nor such Stockholder s status as a Stockholder, will be construed as granting to or conferring upon such Stockholder, either expressly or by implication, any right, title or license in or to such Confidential Information. The provisions of this Section 10, being intended to benefit the Company and the other Stockholders, shall survive the cessation of any Stockholder s status as a stockholder of the Company for any reason. 11. Drag-Along Rights. In the event that any Person (other than a Stockholder, an Affiliate of a Stockholder, or a Family Member of a Stockholder) desires to acquire all of the shares of Stock of the Stockholders pursuant to a bona fide offer, whether directly or indirectly, by reason of a purchase of Stock, a merger or otherwise, and (a) the Stockholders approve such transaction by Majority Consent, and (b) such offer provides that all Stockholders are being treated in a similar manner with respect to the valuation of, and payment terms for, their Stock, then each Stockholder shall be obligated, and hereby agrees, to sell to the Person making such offer on the terms offered by such Person all of the shares of Stock owned by such Stockholder and to execute all documents reasonably necessary to effectuate such sale. 12. Remedies Upon Breach. (a) Remedies Upon Breach of Agreement. Upon any breach by any Stockholder (in either case, the Breaching Party ) of any covenant, agreement, obligation, representation or warranty under this Agreement, the other Stockholders and/or the Company (individually an Injured Party and collectively, the Injured Parties ), may exercise all rights v3 17

107 and remedies available to the Injured Party at law or in equity in addition to all rights and remedies provided for in this Agreement. (b) Certain Specific Remedies. Without in any way limiting the remedies available to any Injured Party under Section 12(a), each party acknowledges that a breach of the provisions of Sections 8, 9, 10 and/or 11 would cause irreparable injury to the Injured Parties for which there would be no adequate remedy at law. Accordingly, in the event of any such breach, the Injured Parties, individually and/or collectively, will have the right, in addition to any other legal or equitable remedies available to them under this Agreement and under applicable law, to have a court enjoin the Breaching Party from violating such provisions, including by temporary and/or permanent injunction, and/or to compel such Breaching Party to perform its obligations hereunder, including by an order for specific performance. (c) Remedies Non-Exclusive. The specific remedies provided for in this Agreement are neither exclusive nor mutually exclusive, and the parties will be entitled to resort to any such remedies, or any other remedy available to them at law or in equity, or some or all in any combination. No failure or delay of an Injured Party to exercise any right or remedy pursuant to this Agreement shall affect such right or remedy or constitute a waiver of any such right or remedy. Resort by an Injured Party to one form of right or remedy will not constitute a waiver of any alternative remedy. (d) Attorneys Fees. In the event any party brings a suit to interpret or enforce any provision of this Agreement or otherwise with respect to any matter arising, directly or indirectly, from the transactions contemplated hereunder, then the party who substantially prevails in such action, including any appeal therefrom, in addition to all other remedies provided by law, shall be entitled to the costs of suit and any appeal, including reasonable attorneys fees, experts fees and court costs. (e) Company as Intended Beneficiary. It is expressly acknowledged and agreed that the Company is an intended beneficiary of this Agreement and shall have the right to enforce its rights and remedies contemplated in this Agreement. 13. Endorsement of Certificate. Each certificate or notice of uncertificated shares representing shares of Stock shall be endorsed as follows: THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDERS, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 14. Term. Anything contained herein to the contrary notwithstanding, this Agreement shall terminate, and all rights and obligations shall cease upon the occurrence of any of the following events: v3 18

108 (a) (b) the written agreement of each of the then parties hereto; the cessation of the Company s business; (c) the bankruptcy, liquidation, receivership, or dissolution of, or assignment for the benefit of creditors by, the Company; (d) the consummation of a sale or other disposition (or series thereof) of all or a substantial portion of the Company s assets, or of any reorganization, consolidation, merger or statutory share exchange of the Company which is to be effected in such a way that holders of all of the outstanding shares of the Company s common stock shall be entitled to receive assets or securities of another entity in exchange for the common stock of the Company; or (e) the closing of the first public offering of securities of the Company that is effected pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act. 15. General Provisions. (a) Notices. Any Notice pursuant to this Agreement will be in writing and given by: (i) hand delivery; (ii) facsimile; (iii) express overnight delivery service; (iv) certified or registered mail, return receipt requested; or (v) electronic transmission, and will be deemed to have been delivered upon: (a) receipt, if hand delivered; (b) transmission, if delivered by facsimile or electronic transmission; (c) the next business day, if delivered by express overnight delivery service; or (d) the third business day following the day of deposit of such Notice with the United States Postal Service, if sent by certified or registered mail, return receipt requested. Notices to Stockholders will be provided to the receiving Stockholder at the address most recently provided to the CEO by such Stockholder as reflected in the Company records. Notices to the Company will be provided to the then current principal office address of the Company, Attn. CEO (or if the CEO is the sending party, then to the COO). Refusal to accept delivery of Notice will be deemed to be receipt hereunder. Any Stockholder may change his or her address for purposes of this Section by giving like Notice. (b) Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and there are no representations, warranties, covenants or obligations except as set forth herein. This Agreement supersedes all prior and contemporaneous agreements, letters of intent, understandings, negotiations and discussions, written or oral, of the parties hereto, relating to the subject matter of this Agreement. (c) Rules of Construction. The words hereof, herein, hereunder, hereto, and other words of similar import refer to this Agreement in its entirety. The enumeration and headings of the sections of this Agreement are merely for convenience of reference and do not constitute representations or warranties, do not impose any obligations whatever, and have no substantive significance. Unless the context otherwise requires, whenever used in this Agreement the singular will include the plural, the plural will include the singular, v3 19

109 and the masculine gender will include the neuter or feminine gender and vice versa. This Agreement will be construed without the aid of any canon, custom or rule of law requiring construction against the draftsman, and this Agreement will be construed reasonably to carry out its intent without presumption against or in favor of any party. (d) Partial Invalidity. If any provision of this Agreement will for any reason be held invalid or unenforceable by any court of competent jurisdiction, such invalidity or unenforceability will not affect any other provision hereof. Any provision of this Agreement that is declared invalid or unenforceable in any application will remain in full force and effect as to valid applications, and the offending provision will be deemed to be modified to the minimum extent necessary to make such provision valid and enforceable. (e) Binding Provisions. This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal representatives, successors and assigns, to the extent, but only to the extent, same is provided for in accordance with, and permitted by, the provisions of this Agreement. (f) Counterparts. This Agreement, and any amendments to this Agreement, may be executed in two or more counterparts, each of which will be deemed an original, and all of which when taken together will constitute one and the same instrument binding on the Stockholders. The signature of any party to any counterpart will be deemed a signature to, and may be appended to, any other counterpart. (g) Stock Held For Investment. Each Stockholder does hereby represent and warrant by the execution of this Agreement that: (i) such Stockholder s Stock was obtained for investment purposes only and not for resale or distribution; (ii) such Stockholder is qualified by his or her personal experience to analyze the merits and risks of an investment in the Company; and (iii) such Stockholder has not relied on the advice of the Company, the other Stockholders or the Company s counsel in making his or her decision to contribute to the Company and become a Stockholder herein. (h) Securities Laws Restrictions. The shares of Stock described in this Agreement have not been registered under the Securities Act of 1933, as amended (the Securities Act ), or under the securities laws of the State of Maryland or any other jurisdiction (the State Acts ). Consequently, shares of Stock may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of, except in accordance with the provisions of the Securities Act, the State Acts and this Agreement. (i) Remedies Non-Exclusive. The specific remedies provided for in this Agreement are neither exclusive nor mutually exclusive, and the parties will be entitled to resort to any such remedies, or any other remedy available to them at law or in equity, or some or all in any combination. (j) Waivers. No failure or delay of any party to exercise any right or remedy pursuant to this Agreement will affect such right or remedy or constitute a waiver by such party v3 20

110 of any right or remedy thereto. Resort to one form of remedy will not constitute a waiver of alternative remedies. (l) Governing Law; Jurisdiction. All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the laws of the State of Maryland. Any action, suit or proceeding arising out of, connected with, or pertaining to this Agreement shall be submitted exclusively to the state or federal courts sitting in Maryland, and venue for any such action, suit or proceeding shall be in the state or federal courts sitting in Maryland. All parties to this Agreement (including any Stockholder who becomes a party to this Agreement after its effective date) hereby consent to the jurisdiction of such courts and irrevocably waive any objection as to personal jurisdiction, venue or inconvenient forum. (m) Further Assurances. Each party agrees to execute, acknowledge, seal and deliver such further assurances, instruments and documents, and to take such further actions, as the other party may reasonably request in order to fulfill the intent of this Agreement and the transactions contemplated hereby. (n) Amendment. This Agreement may be amended, modified or supplemented in whole or in part by Majority Consent of the Stockholders. Notwithstanding the foregoing, no amendment will be effective as to any Stockholder without that Stockholder s written consent if such amendment changes the liability of such Stockholder for actions of the Company, such Stockholder s right to vote upon or consent to any matter as to which stockholder consent is required, or such Stockholder s right to distributions. [SIGNATURES APPEAR ON FOLLOWING PAGE] v3 21

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115 EXECUTED, by the parties hereto as of the Effective Date. SICKWEATHER, INC. By: Name: Graham Dodge Title: President and Chief Executive Officer Graham Dodge James Sajor Michael Belt Zephrin Lasker Emily Leffler-Schulman Nicholas Pimentel Linda Abraham Mark Dredze [SIGNATURES CONTINUED ON FOLLOWING PAGE] [SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT]

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117 DocuSign Envelope ID: 90D91F26-CF38-4B4A-8C1F-8B0E846B6A69 EXECUTED, by the parties hereto as of the Effective Date. SICKWEATHER, INC. By: Name: Graham Dodge Title: President and Chief Executive Officer Graham Dodge James Sajor Michael Belt Zephrin Lasker Emily Leffler-Schulman Nicholas Pimentel Linda Abraham Mark Dredze [SIGNATURES CONTINUED ON FOLLOWING PAGE] [SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT]

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119 Michael Paul LOGICAL VENTURES, INC. By: Name: Bob Roswell Title: John Erck PBTS HOLDINGS, LLC By: Name: Title: [SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT]

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121 Michael Paul LOGICAL VENTURES, INC. PBTS HOLDINGS. LLC By: Narne: Title: ISIGNAIURE PAGE TO STOCKHOIDERS AGREEMENTI

122 Michael Paul LOGICAL VENTURES, INC. By: Name: Bob Roswell Title: John Erck PBTS HOLDINGS, LLC By: Name: Title: David Cohen Manager [SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT]