Template Investment Activity Doc Provisioning 1

11/27/2019 PhotoTura
Capitalization and Formation
Presented by
NAVITI MANAGEMENT LLC
Investment & Corporate Governance Activity & Documentation
Table of Contents
INTRODUCTION.................................................................................................................................................. 2
PRELIMINARY SETUP ACTIVITIES – PREPARATION IS VERY IMPORTANT ....................................................................................2
ACTIVATION OF THE INVESTMENT AND CORPORATE FORMATION ACTIVITIES...........................................................................2
OPENING AND CLOSING OF THE FUNDING PROCESS............................................................................................................3
PRELIMINARY SETUP ACTIVITIES – THE SET UP OF THE COMPANY, BUSINESS OPPORTUNITY...............................4
SIGNED NDA BETWEEN NAVITI MANAGEMENT AND THE COMPANY......................................................................................4
SIGNED AGREEMENT BETWEEN NAVITI MANAGEMENT AND THE COMPANY............................................................................4
THE TEAM ROLES AND ASSIGNMENTS..............................................................................................................................4
THE FOUNDING TEAM MEMBERS....................................................................................................................................5
TOP 10 REASONS WHY AN INVESTOR SHOULD INVEST AND FIVE REASONS THEY SHOULD NOT......................................................5
DEEP DIVE INTO PERFORMANCE OF THE CONCEPT OPPORTUNITY...........................................................................................5
CAP TABLE EXCEL SHEET PRO-FORMA EVALUATION TO HELP CALCULATE SHARE PRICE, NUMBERS, ETC...........................................5
VALUATION METHODOLOGIES – TOP FOUR VALUATION METHODS –.......................................................................................5
PITCH DECK SLIDE ORDER SELECTION – THE PITCH DECK ORDER SELECTION IS PERTINENT TO THE TYPE OF INVESTOR AUDIENCE BEING
TARGETED...................................................................................................................................................................6
FAQ – TOP TWENTY QUESTIONS ON THE INVESTMENT PROCESS, WHY’S, WHAT’S, WHY NOT’S, AND ETC......................................6
INVESTOR TYPES – WHO INVESTS IN WHAT STAGE OF OPPORTUNITIES AND WHY FIRST MONEY IS MOST EXPENSIVE.........................6
REQUIRED DOCUMENTS AND ACTIVITIES COORDINATION AND REVIEW, PRIMARILY FROM THE FOUNDERS OF
THE COMPANY TO DEVELOP AND OR MANAGE THE PROCESS OF CAPITAL FORMATION, SETUP OF CORPORATE
GOVERNANCE AND MANAGE EFFECTIVELY.......................................................................................................... 6
ARTICLES OF INCORPORATION........................................................................................................................................ 6
BYLAWS IF A C OR AN S CORP, OR AN OPERATING AGREEMENT IF THE COMPANY IS AN LLC......................................................7
CAP TABLE REVIEW AS IT CURRENTLY STANDS AND DISCUSSIONS AS TO WHAT IS OPTIMUM FOR ALL FOUNDERS AND POTENTIAL
INVESTORS..................................................................................................................................................................7
VALUATION AND ANY RELATED METHODOLOGIES USED FOR VALUATION.................................................................................7
USE OF FUNDS BASIC INFORMATION................................................................................................................................8
PROFORMA PROJECTIONS – THREE YEARS.........................................................................................................................8
FOUNDER MANAGEMENT TEAM......................................................................................................................................8
IF MOBILE APP INVOLVED, NEED FLOWCHART AND CONCEPT DOC.........................................................................................8
BUSINESS PLAN / EXEC SUMMARY INFORMATION..............................................................................................................8
ALL EXISTING DECKS, SLIDES, VIDEOS, PRESENTATIONS, EXEC SUMMARIES, ETC.........................................................................8
THE CORPORATE LOGO AND BRANDING..........................................................................................................................8
TIMELINES.................................................................................................................................................................. 9
THE GENESIS OF THE CONCEPT –....................................................................................................................................9
REVIEW OF ANY IPR, PATENTS, THEIR NUMBERS, STATUS AND WHO FILED WITH USPTO..........................................................9
DATA ROOM SETUP AND ADMINISTRATION......................................................................................................................9
FILING OF ALL EXECUTED NDAS......................................................................................................................................9
FILING OF ALL EXECUTED TERM SHEETS............................................................................................................................9
FILING OF ALL EXECUTED SUBSCRIPTION AGREEMENTS........................................................................................................9
FILING OF ALL EXECUTED SHAREHOLDER AGREEMENTS........................................................................................................9
INVESTMENT PROCUREMENT DOCUMENTATION AND ACTIVITIES.....................................................................10
PITCH DECK – TEN TO TWELVE SLIDES............................................................................................................................10
ELEVATOR PITCH – SINGLE PAGE...................................................................................................................................10
TERM SHEET – SHORT FORM........................................................................................................................................10
TERM SHEET – PPM LONG FORM – A DEFINITIVE AGREEMENT..........................................................................................10
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Naviti Management – PhotoTura – Nov 2019
EXEC BRIEFING – FOUR TO SIX PAGES MAX......................................................................................................................10
BUSINESS PLAN......................................................................................................................................................... 10
PRIVATE PLACEMENT MEMORANDUM – APPLICABLE CASE BY CASE.....................................................................................10
SHAREHOLDER AGREEMENT.........................................................................................................................................11
SUBSCRIPTION AGREEMENT.........................................................................................................................................11
CERTIFICATE OF ACCREDITATION...................................................................................................................................11
FORM D...................................................................................................................................................................11
STATE SECURITIES REGULATOR FORMS...........................................................................................................................11
NDA – COMPANY TO INVESTOR...................................................................................................................................12
DUE DILIGENCE ACTIVITIES PRE-PLANNED FOR AND ACTIVELY MANAGED.........................................................12
NAVITI MANAGEMENT LLC – MANAGEMENT SERVICES OFFERED.......................................................................13
MANAGEMENT CONSULTING........................................................................................................................................13
CHANGE MANAGEMENT..............................................................................................................................................14
CRISIS MANAGEMENT................................................................................................................................................. 14
EXECUTIVE COACHING................................................................................................................................................ 14
INVESTOR RELATIONS..................................................................................................................................................15
CAPITAL FORMATION PLANNING AND IMPLEMENTATION...................................................................................................15
CONSIDERATIONS IN A PRIVATE PLACEMENT....................................................................................................................16
SOME OF THE ESSENTIAL DOCUMENTS...........................................................................................................................16
DATA ASSESSMENT.................................................................................................................................................... 16
DATA COLLECTIONS AND MONITORING..........................................................................................................................17
DATA ANALYSIS.........................................................................................................................................................17
DATA WAREHOUSING.................................................................................................................................................18
STRATEGIC LEADERSHIP – FORMULATION AND IMPLEMENTATION........................................................................................18
STAKEHOLDER ENGAGEMENT.......................................................................................................................................18
GLOBAL POLICY MANAGEMENT....................................................................................................................................19
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Introduction
The process of building new companies is a Naviti Management specialty, regarding
capital formation, company corporate governance and putting in place the building
blocks of success within the framework and origin design of the company.
The activities provided by Naviti Management are extensive and complete, where the
historical basis of management accomplishments and lessons earned over the decades
is placed with care into the actions of all involved, to create and foster new company
success.
There are largely three specific areas of activity employed to initiate the processes
described above which Naviti Management must work through before any funds are
actually collected.
Preliminary Setup Activities – Preparation is very important
There are many details that have to be located, researched, thought of and discussed
before any actual initiation of funding activities can begin. The thought process about
the founder’s initial interests are key planning issues along with their exit strategies for
design of the Cap Table and the Ask and Raise.
Other issues that must be thought of include what they have done prior to date toward
the company, investigation of capacity building on the part of founders, historical
understanding of professional competence toward the business concept, legal
apparatus in place and other very important details are highly impacting on how the
move forward is taken and to what extent is necessary to formulate the corporate
planning and funding processes required to be successful and reach the goals of the
founding individual or individuals.
Activation of the Investment and Corporate Formation Activities
The creation and formulation of the initial processes of the documentation required, the
activation of various procedures and access to specific activities is important, all of
which is relevant to the execution of the funding process, which itself is based on the
corporate structure and governance and capabilities of the company. Valuation is critical
in this element, for most early stage companies are not possessing any current revenue
or positive cash flow, and the valuation is very much an important element of how much
money can be raised at what price and what percentage of the company.
What is important here is that everything is layered for the future, for all founders and
company members all want success and work toward the growth of their business and
with that, the planning stages for funding must be well thought out, through the process
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of building the cap table, the methodologies of the funding itself, the management of the
equity and debt process itself, where balance between wants and needs is kept, so that
future rounds and fund requirements are planned for and early rounds do not disrupt the
greater yield possible from secondary and other rounds. There are many ways to build
blockades on future success by limiting the funding opportunities of the company in the
future by actions taken early in the process.
Share pricing, share authorization and issuance are very key to how well a share
(private or private) is perceived by the investment ecosystem. For example, first in
money needs to see total upside and opportunity to “score big” for they are the investors
taking the largest risk and as such, planning for that level of investor is very key, but
also it is critical to not go overboard, where future investors are inhibited from investing
due to a corporate structure that limits future growth, valuation, etc.
Additional work that is done right before at the activation of the process is a website and
possible product or service mock ups, if the real product or service is not yet available.
The website must be prepared in such a way that it acts as a portal, to help the
company gain as much information and understanding about the investors as do the
investors want about the company, the backers, the founders and the team managing it.
Opening and Closing of the Funding Process
This activity is the actual opening and also closing of the investment procurement
process, which is totally driven toward contacting known and unknown investors and
investment groups that have expressed interest in likeminded investment activities as
the program at hand. Things that have to be thought of and managed are:
- The type of investor a company wants involved
o Very key element for companies live and work with their investors very
closely and if the relationship is not a solid proactive engagement between
all the involved parties, obviously this is not the best situation for the
founders nor the investors or management. Proper planning on investor
type must be done as well as background on the investors so the
company partners with the right type of investor or investor group.
- The type of investments involved that are best for the company
o Investments are carefully planned as in the means of the investment,

whether it is an equity or debt offering or a convertible offering allowing
flexibility in the investment operation for both the investor and the
company. The valuation of the company and the ask and raise requested
on the part of the company can also determine the type of investors that
will be involved. Naviti Management will provide a thorough detailed plan
together regarding the type of investments, which also can include
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synergistic support as in synergistic partners providing a product or a
service in lieu of payment in exchange for equity or any other incentives.
- The ability of the company to provide incentives for the investors
o Risk mitigation and Investment incentives are a tried and true

methodology for both companies and especially seasoned investors to
find ways to make a deal work. Naviti Management will work on the
sample term sheets and put together worst and best case scenarios
regarding what investors will want and also will work on the “first in”
investor, essentially after F&F (friends and family) investments have
already been made.
o The process to work with investors is often very lengthy and the burden of
proof on the worthiness of the investors interest in investing in the
company is all on the team managing the investment and the incentives
for the investor to invest
o Risk mitigation is very important to plan for, especially with early stage
companies for there is no current revenue generation or track record to
use to help offset investor hesitation or trust the project will earn the profit
margins and asset growth as most investors look for in an investment
Preliminary Setup Activities – The Set UP of the Company,

Business Opportunity
Signed NDA between Naviti Management and the Company
o This document must be signed to provide protection for all parties

involved. No sensitive information will be allowed to be received by Naviti
Management till an Mutual NDA is executed.
Signed Agreement between Naviti Management and the Company
o This is the Agreement between Naviti Management and the Company,

laying out the Terms of Reference (ToR) planned for the plan of action for
both Parties as well as compensation in the forms normally of Cash and
Equity.
The Team Roles and Assignments
o This is usually including all the partners (Tech and Investment) for Naviti,
designated support staff and also those persons with the client Company
that are chosen to represent the Company in these discussions.
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The Founding Team Members
o Why this is so important
 Pre-revenue investors want to be sure they are backing a team that

is destined for success. They will consider the following:
 Proven Experience – If the team includes people with prior

success with other startup ventures, it will be more tempting
than a startup full of inexperienced first-timers.
 Skills Diversity – Ideally, a startup team will have a mix of

experts whose skills complement each other. A prodigious
programmer cannot do everything alone, but if she teams up
with a marketing expert, the startup is worth more.
Top 10 reasons why an investor should invest and five reasons they
should not
o This is preparation for understanding the value of the concept, what

makes it valuable and what are the potential pitfalls that lay ahead.
Deep Dive into performance of the concept opportunity
o Naviti will present as much due diligence type of thought process into the
overall activity, to ensure the strong value of the business model, use
cases and programs used to deliver the product or service. This helps all
team members better understand the true value add proposition, the
ability to execute and be successful. If the business cannot provide proper
KPIs and metrics, it would be very difficult to gain secondary round capital.
This step also helps all involved to better understand if the opportunity is
either a lifestyle company producing some cashflow or if it has real
potential where it is able to produce real working assets, including a
sustainable cash flow.
Cap table excel sheet pro-forma evaluation to help calculate share

price, numbers, etc.
o This is a tool the team will use to both evaluate any current Cap Tables
and also to help build or develop the revised Cap Table that will be used
for the offering
Valuation methodologies – top four valuation methods –
o Very key to use the right valuation methodology
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o Early stage non-revenue producing companies have certain leeway
regarding valuation assessment
o If there is traction already established, valuation increases
o Company Founders always want higher valuation
o Investors always want their ENTRY valuation to be lower
Pitch deck slide order Selection – The Pitch deck order selection is
pertinent to the type of investor audience being targeted.
o There are proven methods that have stood the test of time on how the
pitch deck was put together and in what sequence the story is told.
o Seasoned investors, even MOST Angels have seen many presentations.

They know what to look for
o Seasoned investors have one thing in common and that no time. The pitch
deck that tells the story better, faster, quicker and with greater validity
stands to not only be read again, but also given to others to read.
o The above items all substantiate there is an order in the presentation of

the slides, that works best for various types of investors and Naviti
employees that order quite strictly if at all possible. The template version
of success should be used again and again.
FAQ – Top twenty questions on the investment process, why’s, what’s,

why not’s, and etc.
o This enables entire team of individuals to be as fully up to what is required

to gain the best environment and setup as possible for not only capital
formation but also to drive stronger corporate governance through
explaining the needs for various information and activities.
Investor Types – who invests in what stage of opportunities and why

first money is most expensive
o A breakdown of known investor examples, to bring forward to all involved,

focus on the audience that best suits successful funding of the company
requirements.
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Required Documents and Activities coordination and
review.
Primarily from the founders of the Company to
develop and or manage the process of capital
formation, setup of corporate governance and
manage effectively.
Articles of Incorporation
o Important part of the process for this document drives the governance of
the company through the articles themselves, the rules and regulations
they stipulate and the company will need to produce several resolutions
and potential changes to the Articles.
Bylaws if a C or an S Corp, or an Operating Agreement if the company

is an LLC
o This is for the same purpose as above, but the Bylaws are more
organizational operations rather than state charter rules and regulations.
CAP Table Review as it currently stands and discussions as to what is

optimum for all founders and potential investors.
o This is required to understand the number of shares issued and

authorized and to whom for what reasons, etc. This is the preliminary step
to developing and finalizing the revised CAP table.
Valuation and any related methodologies used for Valuation
o Ways to value non-revenue generating based companies
 Berkus,
 Scorecard - Bill Payne (comparing others that have been funded),
 Venture Capital Method (Harvard B School Prof Bill Sahlman
influenced),
 Risk Factor Summation Method,
 Combo Platter Method,
 Asset Based (Book Value),
 Cost to Duplicate Method.
 Some favor hardware versus software and applications services.
Most startups range from $2MIL to less than $5MIL. Asset/Book
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Value would be the lowest above. Berkus and VC would be mid-
tier. Cost to Duplicate would be very low. It depends on the
business type.
 To value an Early Stage company, its usually based on, usually
with values or ratios assigned to each, in order of value:
 #1 – Management Team – Proven Experience / Skills
Diversity / Business taken to Exit
 #2 - Traction and or Proof of Concept - # of Users /
Marketing Efficiency / Growth Rate / Scalability
 #3 - Prototypes MVP with early adopters (strategic
relationships)
 #4 – Supply and Demand for Service / Uniqueness of
ingenuity and design / Barriers to Entry
 #5 - Emerging Industry Sector and New Trends
 #6 - Strong Operating Margins – (yes sixth, for until proven,
it is just a guess)
Use of Funds basic information
o This is a set of numbers and captions as to what those numbers are being
spent on, whether they are CAPEX or OPEX. This is very important that
this set of numbers reflect directly from the Pro-Forma.
Proforma Projections – three years
o Pro-forma must be line item by product and service revenue category,

have a minimum of three years coverage and should be built for
automated changes to be made if a variable is changed.
Founder management team
o BIOs and Pictures must be collected and reviewed. If management team

is not experienced in the area of expertise for the company, Naviti
addresses this issue with various methodologies, sometimes including
virtual management roles for various experienced executives.
If Mobile App involved, need flowchart and concept doc
o Need complete understanding of the application and how it works
o Work flow and Processes should be readily laid out in writing
Business Plan / Exec Summary information
o Naviti Management shall perform concept and application due diligence,

and all relevant information must be collected through a variety of
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interviews, surveys, questionnaires and other means of researching
required information.
All existing decks, slides, videos, presentations, exec summaries, etc.
o This information needs to be provided to Naviti Management team for

review and information collection purposes, and updated and or new
output shall be produced, to make sure presentations meet specific
guideline requirements and standards.
The Corporate LOGO and Branding
o high resolution for website and other digital media
o lower resolution (compressed) for presentations or other that require to be

sent via email or other means, without having to go through external
storage and archival services.
Timelines
o Need to gain understanding from founders of their expectations versus

reality
o Timelines will be segmented between the same three categories that are
listed here, preliminary review, actionable reviews and output and the
investor contact opening and close
The Genesis of the Concept –
o How the founders got started “the story”
o Related experience to the concept in founder management background
Review of any IPR, Patents, their numbers, status and who filed with
USPTO
o This is a very highly important area when related to valuation
o Protection means as well as fencing
o CIP, Provisional and or Utility Patent Application reviews, verification etc.
Data Room Setup and Administration
o Data Rooms for both investors and the company itself need to be setup
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o Data Rooms protect access to the materials for investors but also provide
the Company excellent information as to when and how long investors
accessed the information in the Data Room.
o Investment Kits can either be pushed or pulled
Filing of all Executed NDAs

Filing of all Executed Term Sheets
Filing of all Executed Subscription Agreements
Filing of all Executed Shareholder Agreements
Investment Procurement Documentation and Activities
Pitch Deck – ten to twelve slides
o A part of the Investor Kit & Package
Elevator Pitch – single page
o A tool used to entice potential investors who are time restricted
Term Sheet – short form
o The basic offer sheet stating who gets what in exchange for investment
Term Sheet – PPM long form – A definitive Agreement
o This document is only used in certain situations, requiring greater depth of

the offer and usually has very strong investor incentives and qualifications
within the document.
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Exec Briefing – four to six pages max
o This is a document that is contextual in nature, explaining in grammatical

terms, the company, the needs of the company, its business models, use
cases if applicable, financial modeling, and other key points. Generally
provides investors additional written background on the opportunity itself.
Business Plan
o The business plan is often times a live document and from the investment
deck forward, the business plan is a highly detailed and articulated
document which provides A to Z explanation of the company. Is generally
between 25 to 30 pages plus the financial pages (three year proforma).
Private Placement Memorandum – applicable case by case
o The private placement memorandum is the business plan written with

disclaimers and also full statement of risk and what obstacles (known)
may be prevent the company from being successful. This is a standard
practice in all public offerings and most larger private offerings. SEC
Regulations and Rules stipulate the PPM must be written for public
offerings and in some cases, are required for private placements but not
all. These documents are painstakingly detailed and present extensive
articulation on what steps the company has taken to mitigate risks which
are also listed in detail in the PPM.
Shareholder Agreement
o The shareholder agreement provides all shareholders the rules and

regulations of owning shares in the company and also, any protections or
processes that are available for shareholders to exercise should they
believe they need them. The shareholder agreement is written to protect
the company.
Subscription Agreement
o Applicable to SEC Reg D, Rules 504, 506 (b)(c)
o The actual document all investors execute upon purchasing shares in the
company.
Certificate of Accreditation
o For Reg D, Rule 504, 506 (b) and (c), where in most cases, investors are
required to be able to comply with the SEC’s classification of accredited
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investors. There is the exception in some cases where companies may
sell shares to sophisticated investors that are not accredited investors.
When that is the case, the number of non-accredited investors is usually
34 per funding raise.
Form D
o The Form D is required by the SEC (in many cases, the SEC refrains from
regulation on this matter but it is safe to make sure the Form D is filed,
which is required within 15 days of the first investment into the company.
Once the Form D is filed, that information is available to the public via the
SEC Edgar database.
State Securities Regulator Forms
o These must be filed with the state that investors originate from, where
state law requires it. Not all states require this action however most states
have their own securities laws.
NDA – Company to Investor
o Naviti has in the past issued the NDA but it is best that it is done in the
company’s name, accounts for non-circumnavigation and is mutual for
both the Company and the Investor.
Due Diligence Activities Pre-Planned for and actively

managed
 If applicable, are any patent(s) (provisional/CIP/other) for the product a utility
patent and does it have broad protection? Have you built a fence around it?
 What is/are the key areas of protection which keeps away competition?
 Do you have an opinion letter from your IP attorney?
 What technology is specifically used that makes it special or different?
 Does the product/service have a formulation or solution which is applied

externally to another item or software effecting external servers?
 Has the mobile app had compliance testing against GDPR?
 Who was used and or how was GDPR compliance measured or validated?
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 Has it been tested for safety of eternal or connected devices or servers?
 Can the company confirm there are no potential external liabilities from service?
 Validate and confirm the potential sales / market window for the product?
 What is the current competition in the market closest to the app service?
 Which country is the product produced?
 What is the production capacity of the factory/software on a monthly basis along

with lead times for bill of materials? If a mobile app, does the app have a
warranty if built external to the company? How long?
 What are the service margins, sell cost to the retailers, direct to consumer, cost
of goods sold?
 Are you selling F.O.B. factory or will you be setting up 3PL (third party logistics)
distribution to service retailers/white labels/partners directly?
 If servicing retailers what type of infrastructure are you planning for EDS, supply
chain management, financial management, sales forecasting and management,
customer service, etc.
 Who are your target customers?
 Do you plan on starting the business with a sales force?
 Do you have a sales forecast?
 Will you sell direct to the consumer?
 When will first shot production samples/soft launch be ready?
 How long for debugging and when do you expect to be in production?
 What is the ramp up for full production/market uptake and saturation?
 If you needed to increase capacity (production or cloud storage or archival, how

long does it take for additional tooling or other long lead time items?
 Do you plan on a marketing or promotional plan for consumer awareness?
 If so, how much money is being allocated? TV, print, digital, influencer, etc.?
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 How much money is needed to launch the service in the US? Internationally ?
 Use of proceeds in detail (CAPEX/OPEX)?
 Do you have a pro form P&L with assumptions?
Naviti Management LLC – Management Services Offered

Management Consulting
Are you looking for good counsel on how to engage employees, customers, government
officials, non-governmental organizations, the media, analysts and investors? Do you
need both strategy and execution? How about an understanding of global markets,
issues like climate change, trends like social media and the great barrier to
communication, cultural differences?
Situations arise in corporate scenarios where expertise in specific disciplines, new or

singular in requirement or need. An example may be where expertise is needed in the
establishment of international branch sales and product development offices, can be of
great value. Development of business interests in distant lands, where disparate culture,
regulation, human resource elements differ from the home country environment provide
challenges that specialists are able to provide advise as to how doing business in these
international markets differ and what are the options best suited for that environment,
while meeting expectations of the organization.
Companies can stay ahead of the curve, employing specific expertise talent while
maintaining its focus on its core business at hand. Dealing with potential threats such as
disruptive technologies, emerging business models, social media factors regarding
branding, marketing and advertising, and consistent customer rising expectations, all of
which an agile, energetic and transformative organization can not only meet these
challenges head on but indeed, thrive.
Naviti provides management consulting services create value and escalate client
company’s economic performance by assessing and analyzing strategic goals, current
metrics, short, mid and long-term objectives, identifying potential pitfalls and barriers to
improvement, and always basing output on best-practices, executing within strategic
goals and planning and development.
Change Management
Change is difficult, especially within an organization with longevity and success where
processes and procedures have been in place for longer periods of time. Ecosystem and
environmental changes such as technologies, market conditions, customer demands
and expectations, competition, regulation and policy as well as supply costs amongst
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many issues, all can cause strong currents of impact on an organization and its greatest
resource, its people. Communications is key, both external and internal, creating
balance throughout the organization and its stakeholders.
The push for disruptive technology over the past decade has created great changes in
the way an organization reacts and supports its customers, disrupts how clients and
customer interface and purchase products and services, especially with social media
leading the way through the online user experience.
Crisis management
Organizations typically are not ready for proper crisis management in the actual time of
need. Risk mitigation, which includes crisis management, is often put on the back
burner, since there is no crisis at the time when it is being considered. It is important to
be prepared in advance, for those times when you’re planning and preparation will pay
off, given the cost to an organization is high, if crisis occurs and the company is not able
to either contain or manage the crisis event properly. Managing the crisis and then
learning from each crisis event through analysis of what occurred is most important.
Executive Coaching
This is an area that helps a CEO, or an organization maximize its management

resources in an effort to guide executives and in some cases, high potential employees,
to unlock their potential, encourage positive self-evaluation, achieve their development
objectives and provide mentorship of sorts. Executive coaches provide a confidential
and mentor like supportive resource for their clients.
The executive coach prods difficult answers from difficult questions of the executive,
challenge assumptions that perhaps require a stronger fact base, provision clarity when
needed, and at times, always with permission, are known to provide advice. They often
conduct confidential interviews to help a client gain self-awareness, and establish
development goals.
Investor Relations
This activity takes on the responsibility of managing communication between a

company's corporate management and its investors, and in this case, predominantly with
accredited investors. Investment relations helps support releasing information, handling
inquiries and meetings, providing feedback to management, and crisis management.
These client-facing professionals bring in investors and are responsible for retaining
them. In between fundraising for fund launches, existing investors are educated and
serviced.
Results are achieved through several key areas of expertise: based largely on data; a
deep understanding of the operation and capital structure; the ability to provide
consistent and trusted counsel to all levels of executive management, at both the Board
and the C Suite; established relationships with known private equity investors (F&F,
Angels, etc.), and financial and legal analysts; and ongoing relationships with media
elements, specifically those close to Technology and Health Services.
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Core activities as part of Investment Relations include providing of strategic counsel,

marketing the message through positioning the delivery of the message to investors,
establishing and maintaining relationships, obtaining feedback, communicating the
dissemination of corporate news on a consistent basis compliant to securities laws,
provisioning of key investor-oriented documents including content for pitch decks,
elevator pitches, business plans, PPMs (Private Placement Memorandums), electronic
communications with investors, IPO S-1 prospectuses and more, event planning (sales
meetings, trade shows, seminars, etc.) and always without fail ensuring consistency of
the message, verbal or written communications that possess clarity and are forthright but
also are integrated with other corporate messages.
Key interactive activities the organization may need to maintain, through investor
relations includes access and communications with Investment Banks, Financial Media,
LBOs, Venture Capital Firms, Institutional Investors, Mutual Funds and Commercial
Banks, along with major pension plan managers.
Capital Formation Planning and Implementation
Developing funding for a business is a complex process, requiring an intimate firsthand

knowledge of the barriers that exist in the formation of capital, herein, specifically private
placements. This activity requires experience and in-depth knowledge of the options and
processes involved.
Performed properly, the process takes into consideration innumerable issues including
those of all stakeholders in the company, which includes shareholders, investors,
lenders, managers and the requirements of the company itself. Each contributor to a
business must be clear in what they intend to receive as a result of their relative
commitments, be it capital or otherwise. As part of the capitalization process, the
defining, building, evaluating, managing and balancing the expectations of all
stakeholders is the key to obtaining and structuring necessary capital successfully that
fits all of the stakeholders needs. Raising the capital is important of course, but
understanding the true cost of the fund raising, and its implications to founders or
company ownership ability to continue to control, manage and exercise desired exit
strategies is critical as part of the over all process. There is much more to the process
than cranking out a business plan.
Considerations in a private placement
Investor exit strategies and options

Deal Structuring
Corporate formation as an LLC, LLP, Sub S or C Corp
Voting or non-Voting shares
Equity or Debt funding
Company Valuation and reflection on the funding
Share types – Common, Preferred and Debentures – implications
Offering Amounts
Investor Types
Funding – F&F, Angel, VC, Mezzanine, Series A, B, C, RTO, ICO, STO or IPO
Regulation D options of 504 or 506(b) or 506(c)
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Dividend Payment Options
Keys to gaining investment is to consider the investors interests, as in protection,

dividend payout priorities, and most important, as part of the deal presentation, how
dividends are structured as in providing investors incentives to invest and invest quickly.
Suggestions such as priority dividend payments, cumulative and non-cumulative
dividends “only as earned”, first right of refusals, conversion and auto-conversion rights,
and etc.
Some of the Essential Documents
Elevator Pitch
Executive Brief – “Executive Summary”
Pitch Deck
Business Plan
PPM – Private Placement Memorandum
Subscription Agreement
Operating Agreement (LLC) or articles of incorporation (S or C Corp)
Investor questionnaire (Accredited Status)
Data Assessment
The direct and indirect methodologies to the assessment of data, consisting of

evaluating the quality, coverage and content of a data set are two varied means to an
end, where clarity, pertinence, accuracy and completeness of data are highly desired
attributes. More often than not, data is flawed in one or more of these characteristics.
Assessment is a precursor of sorts, to the actual analysis of data, but in many circles,
both go hand in hand, where you have the information equaling the reality of a situation
but also including erroneous information included in the data set, at least in the Real
World.
Our experience with data assessment largely is a constant in the health services
environment, where data like population is critical to serving a region or national locality,
in which in many cases, lives and quality of life are at stake. The potential of spurious
decisions coming from erroneous data can be treacherous and as such, data
assessment is a critical element of the activity, part and parcel with the collection and
monitoring of the data itself, and of course, in line with analysis of the data itself.
Data Collections and Monitoring
Today, health and technology organizations and institutions are confronted and dealing
with many challenges. They have to cope with the impacts of different merging cultures,
control elements, disruption, population shifts, demographics changing and aging
infrastructure. Addressing these issues requires having accurate information on the
systems. This allows for complete understanding and tackling of the problem. In many
cases, data available is generally unreliable or outdated. This makes planning and
management very difficult. It is therefore crucial to upgrade and properly calibrate the
data collection and monitoring system. With dependable and accurate information, you'll
be able to make informed decisions on how to best address the challenges you face.
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We have spent several decades building our knowledge and skillsets in a variety of
organizational and institutional environments worldwide to support requirements for
reliable and accurate data collection and monitoring. From country, municipal and
regional bodies, the provisioning of data analysis systems and high-performance
modelling software, we have the tools to help you obtain the information from accurate
and timely data needed to make the best possible management and planning decisions.
Data Analysis
In the realm of health services and technology, where conditions are constantly
changing and disruption is a constant, standards still apply regarding data analysis,
where there are two prominent methods: qualitative research and quantitative research.
Each method has their own primary and basic techniques. Interviews and observations
based on empirical data are forms of qualitative research, while experiments
and surveys are quantitative research. Specific to the health services realm, lives
potentially hang in the balance and if the analysis of data, certainly clean data,
assessment of the data are highly important to ensuring quality in the analysis of data.
This feasibility of the dataset is also relevant to other sectors, such as technology, ICT
and other related areas.
The inclusion of a process for analysis is imperative for proper results. This standard
based method is to include data cleaning, quality analysis, analysis, exploratory and
conformity of the data, stability of results, use of proper statistical methods and the
presentation of knowledge presentation. Elemental to the process is the final ability to
back the conclusions made through support of the decision making process.
Data Warehousing
The application of data warehousing is highly relevant in a data centric business world,
where now more than ever, big data and AI rely on data that is subject oriented,
integrated, sensitive to defined variables, time-variant and stable (not volatile), all of
which enables institutions and corporations to make informed business decisions on a
timely and accurate basis. This capability has been performed on our part in highly
complex environments such as health support systems, ministerial programs and large
corporate programs.
The integration of data from multiple sources into one single topic relevant
comprehensive database is very much the key enabler for executives and management
to once again, make informed decisions. This is sometimes called stacking of
databases, most often referred to as an OLAP (online analytical processing) database,
which is layered or stacked. The chief benefit from warehousing of data is to provide the
means and ability to process large amounts of data in a highly efficient manner.
Strategic Leadership – Formulation and Implementation
The ability to influence leadership to make decisions voluntarily on the part of the
organization’s long-term success on a sustainable basis, continuing financial stability
and profitability. Ensuring the ability to always account for culture, strategy and purpose
are on the same wavelength and affiliate together.
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The addressing of building strategic direction, through clear vision for the organization
and the motivation and persuasion of others in the organization to pursue and acquire
that same vision, all interests going in the same direction.
Stakeholder Engagement
Stakeholder engagement is important. It is necessary to mentally and sometimes
visualize how the stakeholders of an organization link together and support one another.
By strengthening community connections, one is able to build long-term positive
relationships with prominent stakeholders through engagement with potential customers,
donors, opinion leaders and future employees. By creating an effective process of
engagement, you are able to foster lasting, tighter more mutually beneficial relationships
that will improve organizational moral, reputation and business outcomes.
Institutions need to effectively engage with key stakeholders, and understand their
needs, wants, interests and motivations. By finding mutual ground, the foundations for
lasting relationships are made, granting opportunities to build on existing community
connections and create new ones. In order achieve results, stakeholder engagement
activities include working out who the key stakeholders are, conduct research to
determine the core group of stakeholders, based on corporate objectives, prioritize the
stakeholders in importance to the organization, regarding both their influence and the
depth of impact they have on the organization and in building stakeholder maps,
encourages engagement with all key stakeholders in a positive and productive manner.
Global Policy Management
Outputs from regulation and public policy can have wide ranging implications and effects
for companies, organizations and institutions globally. For many organizations, this could
mean new reporting and governance requirements, that are either expensive or onerous
to perform, causing a ripple effect in most any organization, if allowed to happen. It is
critical that organizations thoroughly understand their operating environment, the rules
and regulations they must operate within and with which they must be compliant.
Regulatory intervention in the telecommunications, broadcasting, and health sectors has
been caused for various reasons, where new entrants to the market are authorized or
licensed and thus, barriers usually need to be removed to allow for market entry.
Interaction and or interconnection of facilities, services and harmonization are common
targets across all sectors for regulation and monitoring. The reason for regulation
intervention is generally driven toward building a fair and level playing field for all
participants, providing safety rules and a semi-controlled environment, even during
deregulation, where in some cases, some regulation has been viewed as being
counterproductive. Its goals is to foster competitive supply, promoting an efficient supply
of products and services at efficient prices.
Best practices regulatory efforts can determine the prospects for policy success or
failure. Studies show strong correlations between regulatory quality and economic
growth, better governance quality and higher incomes per capita. Eliminating
cumbersome procedures and administrative burdens is sometimes a necessary, but
usually insufficient approach to sustainable regulatory reform. The Regulatory Policy and
Management practice standard increases the focus on the organization and or institution
with systemic aspects of regulatory support, upgrades and reformation, if applicable. The
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object of a solid regulation and policy practice is to strengthen the governance
dimension of regulatory reform and, in turn, improve the sustainability and effectiveness
of regulation as a core tool of any organization or institution. Strong regulatory policy
management addresses focus points or opportunities through a mix of management and
financial tools, analytical work, technical assistance, capacity building and the
engagement of all stakeholders involved. Thorough impact analysis of regulation as well
as ensuring the organization’s use of input and output notice and comment systems
should be a priority, as part of the overall process.
Quality assurance mechanisms and the organizational or institutional tier of regulation

making or adoption, review processes and delivery are tantamount to success in today’s
current environment, where in the past, governance has taken the form of taxation and
spending, which is much more developed.
· Identify and define the problem or issue that necessitates the development of a policy
· Coordinate the policy development process
· Support and establish the policy development process which includes research,
consultation and policy writing tasks
· Support, facilitate, and conduct research
· Prepare a discussion paper based on nature of the problem or issue, summarize
information yielded by research, and suggest a number of policy options
· Prepare a draft policy and consultation
· Review and evaluation of the policy
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11/27/2019 PhotoTura

Capitalization and Formation

Preliminary Setup Activities – Preparation is very important

Activation of the Investment and Corporate Formation Activities

Opening and Closing of the Funding Process

- The type of investor a company wants involved

o Investments are carefully planned as in the means of the investment,

- The ability of the company to provide incentives for the investors

o Risk mitigation and Investment incentives are a tried and true

Preliminary Setup Activities – The Set UP of the Company,

o This document must be signed to provide protection for all parties

Signed Agreement between Naviti Management and the Company

o This is the Agreement between Naviti Management and the Company,

The Team Roles and Assignments

o Why this is so important

 Pre-revenue investors want to be sure they are backing a team that

 Proven Experience – If the team includes people with prior

 Skills Diversity – Ideally, a startup team will have a mix of

o This is preparation for understanding the value of the concept, what

Deep Dive into performance of the concept opportunity

Cap table excel sheet pro-forma evaluation to help calculate share

Valuation methodologies – top four valuation methods –

o Very key to use the right valuation methodology

o If there is traction already established, valuation increases

o Company Founders always want higher valuation

o Investors always want their ENTRY valuation to be lower

o Seasoned investors, even MOST Angels have seen many presentations.

o The above items all substantiate there is an order in the presentation of

FAQ – Top twenty questions on the investment process, why’s, what’s,

o This enables entire team of individuals to be as fully up to what is required

Investor Types – who invests in what stage of opportunities and why

o A breakdown of known investor examples, to bring forward to all involved,

Bylaws if a C or an S Corp, or an Operating Agreement if the company

CAP Table Review as it currently stands and discussions as to what is

o This is required to understand the number of shares issued and

Valuation and any related methodologies used for Valuation

o Ways to value non-revenue generating based companies

Proforma Projections – three years

o Pro-forma must be line item by product and service revenue category,

Founder management team

o BIOs and Pictures must be collected and reviewed. If management team

If Mobile App involved, need flowchart and concept doc

o Need complete understanding of the application and how it works

o Work flow and Processes should be readily laid out in writing

Business Plan / Exec Summary information

o Naviti Management shall perform concept and application due diligence,

All existing decks, slides, videos, presentations, exec summaries, etc.

o This information needs to be provided to Naviti Management team for

The Corporate LOGO and Branding

o high resolution for website and other digital media

o lower resolution (compressed) for presentations or other that require to be

o Need to gain understanding from founders of their expectations versus

The Genesis of the Concept –

o How the founders got started “the story”

o Related experience to the concept in founder management background

o This is a very highly important area when related to valuation

o Protection means as well as fencing

o CIP, Provisional and or Utility Patent Application reviews, verification etc.

Data Room Setup and Administration

o Investment Kits can either be pushed or pulled

Filing of all Executed NDAs

Investment Procurement Documentation and Activities

Pitch Deck – ten to twelve slides

o A part of the Investor Kit & Package