Fairshare Model presentation at F50's Global Capital Summit on April 30, 2019 at Stanford University

1. The Fairshare Model:
A Performance-Based
Capital Structure
for Venture-Stage Initial
Public Offerings
By Karl Sjogren (Published April 2019)
F50 Global Capital Summit
Paul Brest Hall, Stanford University
April 30, 2019

2. My Background
• BA and MBA (Michigan State University)
• CPA (inactive)
• Established manufacturing companies, startups and turnarounds
• >30 years as consulting CFO/Controller in SF Bay Area
• Co-founder & CEO of Fairshare, Inc.

3. Fairshare, Inc. (1996-2001)
• Formed an online community of investors interested in “Direct Public
Offerings” (IPOs sold without a broker-dealer).
• Fairshare offered:
• Education on valuation and deal structures
• Member interaction (message boards, chat rooms)
• Once we had a critical mass of members, we planned to provide free access to
companies to pitch their DPOs, if they:
• Had a legal offering
• Passed a due diligence review
• Used the Fairshare Model deal structure
• Allowed Fairshare members to invest as little as $100
• Model: a “buyers cooperative.” Revenue from membership fees and
advertising. Charge no commission and don’t hold anyone’s stock or money.

4. What Happened?
Fairshare concept was too early
• We underestimated the time and expense of dealing with
the concerns of securities regulators
• Dotcom and telecom busts undermined investor interest in
venture stage IPOs.
Accomplishments:
• 16,000 opt-in members (and many more visitors)
• 2/3rds joined as free member
• 1/3rd joined as paid member ($50 or $100)
• I learned to write about capital structures for people who
are new to them!
No offerings presented to Fairshare members.

5. 2013—I Resurrect the Idea (Partially)
• Environment had evolved over two decades:
• Entrepreneurship is “cool,” and even a college major,
• more people curious about valuations, and
• regulators more receptive to innovation (e.g., JOBS Act & Fintech).
• Plan:
• Promote Fairshare Model deal structure via a book (unregulated),
• encourage funding portals, offering platforms & BDs to implement, and
• make the Fairshare Model to capital structures, what LINUX is to computer
operating systems (i.e., an open system).

6. If the Fairshare Model is a book, what’s the story?
• Protagonist (Hero) – the Middle Class (average investors & employees)
• Antagonist (Villain) –The-Way-Things-Are Done-Now (a conventional
capital structure)
• Inspiration for the hero—Accredited investors, who use a modified
conventional capital structure to reduce valuation risk.
• Conflict—anxiety about the future; “Can the benefits of capitalism be
more fairly realized?”
• Challenges:
• Hero must recognize his latent power to shape markets by asserting his interests.
• Hero must develop new skills.

7. The Key—Adopt a Unique Perspective

8. Vision and Goals
Vision
Average investors can invest in the IPOs of venture-stage companies…
on terms comparable to those that venture capitalists get in a private
offering.
Goals
1. Reduce valuation risk for IPO investors.
2. Create an attractive alternative to a VC round for companies

9. What is a “Venture-Stage” IPO?
An IPO for a company with these risk factors:
• Market for its products/services is uncertain
• Unproven business model
• Uncertain timeline to profitable operations
• Negative cash flow from operations
• It requires investor cash to operate
• Little or no sustainable competitive advantage
• Execution risk; team may not build value for investors
Many public companies list such risk factors in their disclosure documents.

10. A Conventional Capital Structure
Used in most IPOs & in private offerings with relatively unsophisticated investors.
Defining qualities:
• Single class of stock (All for one and one for all)
• Issuer sets value for future performance when new stock is sold.
• If I sell you half of my new company for $1.00, implicitly, we agree my future performance is worth $1.00.
My idea ($1.00) + Your money ($1.00) = Value of the company after you invest ($2.00)
or
My share (50%) + Your share (50%) = Total ownership (100%)Valuation risk
Is my idea
worth $1.00?

11. Modified Conventional Capital Structure
Used by sophisticated private investors (especially VC, private equity). Hence, it is the “VC Model.”
• “Conventional” because issuer sets a value for future performance when new stock sold.
• “Modified” because issuer provides “price protection”—deal terms that protect investors from overvaluation.
• Enabler for special terms: a multi-class capital structure (Some shareholders are “more equal” than others)
• price ratchet,
• liquidation preference,
• redemption rights, etc.

12. The Fairshare Model Applies the Idea of Price
Protection to an IPO
• Multi-class stock structure
• Deal terms

13. Put another way, the Big Idea is…
…to replicate the VC Model for investors in a public offering—one open to any investor.

14. Comparative Valuation Risk

15. Fairshare Model Structure
• Two classes of stock:
• Investor Stock (common stock) issued for money or delivered performance
• Performance Stock (preferred stock) for future performance
• Both vote, only Investor Stock can trade
• Performance Stock can never trade
• Based on milestones, Performance Stock converts to Investor Stock
Approval from each class required for:
• Board member election
• Change to conversion criteria
• Compensation plans involving Investor Stock
• Changes to capital structure
• Acquisition matters

16. Conversion Criteria
• Set by company, described in offering documents
• Modified by agreement of both classes of stock
• There will be variation based on:
• Industry
• Stage of development
• Geographic location
• Personalities
• Likely criteria:
• Rise in market cap (Investor Stock shares X market price)
• Developmental achievements
• Financial (sales, profit)
• If applicable—measures of social good

17. Implications for Fairshare Model Issuers
• Incentive to offer IPO investors a really low pre-money valuation
• Market capitalization likely to be a measure of performance
• Issuer has competitive advantage in recruiting and motivating employees
• Salary and benefits
• Options on Investor Stock
• Participation in Performance Stock pool

18. Incentives to Support Adoption of the Fairshare Model Employees
IPO
investor
Pre-IPO
investor
IPO investors have less valuation risk X
Valuation decoupled from voting power X X X
Employees can earn more wealth than VC would allow X
Avoid squeeze from new VC investor X X
Liquidity option X X X
Secondary market likely to bid-up Investor Stock X X X
Powerful motivation for employees to perform well X X X
IPO shares can be distributed to achieve marketing goals
that would normally require company to spend capital
X X X

19. How does the Fairshare Model story end?
• Yet to be written.
• Challenges
1. A critical mass of investor support for it must be apparent.
2. That will motivate experts in securities, tax and accounting, governance and
others in the capital eco-system to assess how to implement the Fairshare
Model.
3. Time and experience: companies that use it, must like it.

20. Timeline

21. The Concept Gap
Hofstadter’s Law
It always takes longer than you expect, even when
you take into account Hofstadter’s Law.
Fairshare, Inc.
Fairshare Model book

22. The Fairshare Model table of contents
Foreword *
Introduction *
Section 1: Fairshare Model
Overview *
• Chap. 1: The Fairshare Model
• Chap. 2: The Big Idea and Thesis
• Chap. 3: Orientation
• Chap. 4: Fairshare Model Q&A
• Chap. 5: The Problem with a
Conventional Capital Structure
• Chap. 6: Crowdfunding and the
Fairshare Model
• Chap. 7: Target Companies for the
Fairshare Model
• Chap. 8: The Tao of the Fairshare
Model
• Chap. 9: Fairshare Model History
& the Future
Section 2: Context for the Fairshare
Model
• Chap. 10: The Macroeconomic
Context—Growth
• Chap. 11: The Macroeconomic
Context—Income Inequality
• Chap. 12: Cooperation as the New
Tool for Competition
Section 3: Valuation
• Chap. 13: Valuation Concepts
• Chap. 14: Calculating Valuation *
• Chap. 15: Evaluating Valuation
• Chap. 16: Valuation Disclosure *
* Condensed Edition
Section 4: Investor Loss
• Chap. 17: Causes of Investor Loss:
Fraud, Overpayment, and Failure
• Chap. 18: Failure
• Chap. 19: Other Objections to Public
Venture Capital
Section 5: Advanced Topics
• Chap. 20: Investor Risk in Venture-
Stage Companies
• Chap. 21: Game Theory
• Chap. 22: Blockchain and Initial Coin
Offerings
Epilogue
Appendix: Pre-Money Valuation Tables

23. Check out The Fairshare Model
• Full version (≈400 pages) is available from Amazon
• Condensed Edition (≈200 pages) will be available soon
• I post articles on LinkedIn, Medium, TalkMarkets and fairsharemodel.com
• karl@fairsharemodel.com
“An important work”
Ken Wilcox, Chairman Emeritus, Silicon Valley Bank
“Pay-for-performance might sound like it’s just too far out...this book
shows how it can be relevant”
Gordon Feller, Board Member of four VC-funded tech start-ups
“Why not reimagine the relationship between
investors and company employees to be one that is
fairer and benefits both?”
Po-Chi Wu, Senior Partner, Futurelab Consulting
“I highly recommend [The Fairshare Model] for entrepreneurs,
practioners, academics and investors who are committed to the
common good for all.”
Gregory Wendt, Stakeholders Capital