Purpose of SOW
The purpose of this Statement of Work (“SOW”) is for the requesting customer (“Customer”) to engage Prolific Labs Inc. d/b/a Pulley (“Company”) to perform a one-time Cap Table Import Services engagement (the “Cap Table Import Services”).
The Cap Table Import Services are intended to reflect Customer’s historical and current capitalization, equity ownership, and related records in the Pulley platform based solely on the information, documents, and data provided by Customer.
Customer understands and agrees that the Cap Table Import Services are administrative and technical in nature and do not constitute legal, tax, accounting, or financial advice. Company does not validate the legal accuracy, enforceability, or completeness of Customer’s documents, transactions, or approvals.
Customer further acknowledges that the Pulley platform output resulting from the Cap Table Import Services is an operational configuration reflecting Customer-provided information and is not Customer’s official stock ledger, capitalization table for legal purposes, or evidence of equity ownership.
Any use of the Pulley platform data for legal, tax, financing, audit, or transactional purposes remains Customer’s sole responsibility.
Any request for Cap Table Import Services by Customer constitutes acceptance of the terms of this SOW.
Nature of Services
The Cap Table Import Services are implementation services designed to input Customer-provided data into the Pulley platform.
The Cap Table Import Services do not include:
legal diligence or validation
reconstruction of capitalization history
reconciliation of inconsistent records
independent verification of approvals, issuances, or transactions
determinations regarding compliance with corporate, securities, or tax laws
Scope of Work
Company will be responsible for performing the following tasks as part of the Cap Table Import Services:
Cap Table and equity structure
Review of Customer’s capitalization table in Excel or similar format
Review of Customer’s certificate(s) of incorporation, charter documents, operating agreement, or equivalent governing documents
Entry of share class terms, including liquidation preferences, conversion mechanics, voting rights, and amendments, only as documented
Equity plans
Review and setup of board-approved equity plans provided by Customer
Entry of plan details, including board approval dates, authorized share counts, and post-termination exercise periods
Entry of equity plan amendments when formally approved documentation is provided
Securities and transactions
Entry of historical and current issuances, including:
Common and preferred stock
Restricted stock (RSA and non-RSA)
Stock options and RSUs
SAFEs, convertible notes, and warrants
Phantom stock and profits interests
Recording of exercises, settlements, transfers, repurchases, terminations, and conversions only when required data is provided by Customer
Stakeholder Data
Creation of current and historical stakeholders as identified in Customer-provided materials
Entry of stakeholder relationships and email addresses as provided
For the avoidance of doubt, Company is not responsible for:
reconciling discrepancies between Customer’s records
inferring missing transactions or approvals
determining whether transactions were properly authorized
confirming legal sufficiency of documentation
serving as system of record for Customer’s legal books and records
Deliverables
Company will deliver the following:
Configuration of Customer’s cap table within the Pulley platform based on Customer-provided information
Entered equity plans, securities, and stakeholder records as outlined in the Scope of Work
Access for Customer to review the completed cap table
The Pulley platform configuration is provided for operational and administrative purposes only and is not intended to replace Customer’s official corporate records.
Timing
Company will use commercially reasonable efforts to complete the Cap Table Import Services within the following timeframes after all required information has been received from Customer:
Up to five (7) business days for companies with 100 or fewer stakeholders
Up to ten (10) business days for companies with 101–200 stakeholders
Up to fifteen (15) business days for companies with more than 200 stakeholders
Additional complexity, incomplete documentation, or delayed responses may result in longer turnaround times. Company does not guarantee completion by any specific date or time.
Customer responsibilities
Customer understands and agrees that:
Customer is responsible for providing complete, accurate, and approved documentation
Any discrepancies between Customer’s cap table, governing documents, or transactional records must be resolved by Customer and/or Customer’s legal counsel
Company relies entirely on information provided by Customer and does not independently verify such information
Customer is responsible for reviewing and approving the completed cap table during the review period
Customer remains solely responsible for:
the legal accuracy of capitalization records
corporate approvals and board actions
securities law compliance
tax reporting and treatment
maintaining official corporate books and records
Customer review and acceptance
Customer will review the Pulley cap table configuration within ten (10) business days of delivery (the “Review Period”).
Customer must provide a consolidated list of requested corrections during the Review Period.
If Customer does not provide written feedback within the Review Period, the Cap Table Import Services will be deemed accepted.
Any additional changes requested after acceptance may require a new services engagement and additional fees.
Fees and entitlements
Depending on Customer’s subscription plan, Cap Table Import Services may be included or provided at an additional cost.
Company reserves the right to:
charge for re-imports
charge for expedited requests
charge for imports requiring reconstruction or data normalization
decline requests outside standard scope
Pricing will be communicated at the time of request.
Change orders
If, during the Cap Table Import Services, Company identifies missing documentation, inconsistent records, or additional complexity beyond the Scope of Work, Company may pause work and propose a revised scope, timeline, and/or fees.
Work outside the Scope of Work will require mutual agreement.
Exclusions & Limitations
The Cap Table Import Services do not include:
Legal, tax, accounting, or financial advice
Review or validation of legal agreements, board approvals, or transaction legality
Determination of equity value or fair market value
Audits of Customer’s books and records
Reconstruction of cap tables solely from legal documents without a provided cap table
Ongoing maintenance, updates, or post-import data entry
The Cap Table Import Services are not intended to replace Customer’s legal counsel, corporate secretary, or finance function.
Limiting Conditions
Customer acknowledges and agrees that the Cap Table Import Services are subject to customary limiting conditions, including reliance on Customer-provided information. Company assumes no responsibility for inaccuracies resulting from incomplete, inaccurate, or outdated information supplied by Customer.
Company shall have no responsibility for any third-party reliance on Pulley platform data.
Customer is solely responsible for confirming the legal sufficiency and accuracy of its capitalization records.
The Pulley platform configuration is not a substitute for Customer’s official stock ledger or corporate records.