NOTES.md

1. All purchasers agree to make 83(b) elections.

2. No purchasers name specific personal tax advisers.

3. All purchasers contribute "soft" (non-patent) IP for stock.

4. The corporation does not (yet) adopt a stock compensation plan.

5. Shares are uncertificated.

6. The bylaws do not contain transfer restrictions.

7. All founder stock accelerates on double trigger.

8. All founder stock accelerates on resignation for good reason.

9. All founder stock accelerates on acquisition if the acquirer fails to provide similar terms.

10. Indemnification agreements include:

11. Provision for independent counsel on change of control.

12. Information sharing covenants.

13. Indemnification as first resort, with subrogation.

14. Indemnification of control persons.