Rick,Mixing some apples and oranges in this, let’s see if we can walk through it on Monday, if not, in person on Tuesday.Example: there is NO vesting period on either your or Bayfront allocation of shares - considered as Founder Share Allocation.If I break free this afternoon, might have some time then.Best Regards,&nbsp;Brian C. Stufflebean, CEOBayfront Capital, LLC(941)545-4153&nbsp;Cell(866)896-2423&nbsp;Faxbrian@bayfrontcapitalllc.comwww.bayfrontcapitalllc.com&nbsp; &nbsp; &nbsp;&nbsp;CONFIDENTIALITY NOTICE / NOTICE OF&nbsp;NOT A REGISTERED BROKER/DEALER:&nbsp;Bayfront Capital LLC, nor its’ affiliates are registered as a Broker/Dealer, nor registered with&nbsp;FINRA. Nor does&nbsp;it provide tax or investment advice. &nbsp;Any references made to any transaction in any communication is being made as a business consultant. &nbsp; This is not a&nbsp;solicitation nor offer of any type and any reference to any proposed transaction of any type is void where prohibited by law.&nbsp;This communication&nbsp;is confidential and intended only for the intended&nbsp;recipient. &nbsp;If you are not the intended recipient, you&nbsp;may not copy, disclose, or distribute this message&nbsp;to anyone else; any such actions may be unlawful. If you have received this communication in error,&nbsp;please contact the sender of the message to inform him or her of the error.Sent from my iPhoneOn Jul 18, 2025, at 9:54 PM, Rick &lt;rick@mavrix.one&gt; wrote:﻿
    body { font-family: Helvetica, Arial; font-size: 13px; }Hi Brian,&nbsp;I've reviewed the attached engagement agreement, made some typo corrections, but still need clarification on several key terms before I can move forward. Let me break down my questions. I apologize in advance for not being smarter about some of these things:&nbsp;Warrant Structure (Section 2.a):&nbsp;Based on our discussions, I understood the 70% warrant allocation would be:- Rick Mislan (Founder): 30%. non-dilutable?- Bayfront Capital LLC: 30%.&nbsp;non-dilutable?- Capital Reserve Pool: 40% for future investors. non-dilatable?&nbsp;&nbsp;However, the agreement shows Bayfront receiving the full 70%.&nbsp;Don’t we need to correct this to reflect the actual arrangement.&nbsp;Additionally, the warrant terms need specification:-&nbsp;Type: Common or Preferred stock?-&nbsp;Anti-dilution: Which positions are protected?-&nbsp;Exercise Price: What's the strike price?-&nbsp;Expiration: Standard 10-year term?-&nbsp;Vesting: I propose my 30% fully vested, your 30% over 24 months-&nbsp;Special Rights: Any board seats or liquidation preferences?&nbsp;Time Commitments and Exclusivity:1.&nbsp;Project Contact Definition: The 365-day period references "latest project contact" - please define when this starts/ends.2.&nbsp;Exclusivity Period: The auto-renewing 365-day exclusive is concerning. I propose a fixed 180-day period.3.&nbsp;ROFR Duration: 180 months (15 years) is excessive. Industry standard is 12-24 months.&nbsp;Financial Terms and Access:1.&nbsp;3% Fee Structure:&nbsp;&nbsp;&nbsp;&nbsp;- Who pays this - me or the investors?&nbsp;&nbsp;&nbsp;- Is this per tranche or total commitment?&nbsp;&nbsp;&nbsp;- How is this split between you, me, and Vijay?&nbsp;2.&nbsp;Financial Reporting: Monthly reports with bank access seems excessive. I propose quarterly statements. Also, please clarify which entity this applies to - Mavrix1, me personally, or Bayfront?&nbsp;Entity Structure Clarification:I need clarity on the corporate structure and other related deal specific items:- Is Mavrix1 the operating company (which I own 100%)?- Is Bayfront Capital a separate entity where I'd own 30%?- Are Mavrix1 and Rick Mislan treated as the same party in this agreement?- Do I owe fees if Bayfront doesn’t get funded?- What compensation do I receive for bringing Mavrix1 to Bayfront?- Should that be addressed in this agreement, or should you and I have a separate agreement to represent this arrangement?- Do I get a percentage of each and every deal you bring in?&nbsp;- Travel, who is paying for that, is that encumbered in each deal?&nbsp;Next Steps:Let's schedule a call to work through these items. I'm ready to move forward once I have a clear understanding of the terms that reflect our actual business arrangement.&nbsp;Thank you,Rick
        
     
    Rick Mislan, PhDhttps://mavrix.one
     



&lt;BAYFRONT CAPITAL LLC- MAVRIX 1 - Engagement Agreement 07 01 2025 (DRAFT).docx&gt;