Can this Exhibit be signed electronically?

Yes. Electronic signatures are generally valid under the federal ESIGN Act and state e-signature laws, provided signer intent, consent, attribution, and record retention requirements are met. Use the authentication level appropriate to the transaction’s risk.

Is notarization required for the Exhibit?

Notarization depends on the controlling jurisdiction and the document purpose. Many corporate exhibits do not require notarization, but where a deed or power affecting title is attached, notarization or RON may be required.

What if a figure in the cap table is wrong after signing?

Material errors typically require an amended Exhibit or corrective instrument executed by authorized parties. Minor clerical corrections may be handled by an agreed amendment; counsel should advise on whether re-signing is necessary.

How long should I keep the signed Exhibit?

Retain at least the duration of the agreement plus applicable statutory periods. For tax-related records keep a minimum of three years; healthcare-related records may require six years under HIPAA.

Can a third party rely on the Exhibit alone?

Third parties should confirm supporting documentation (bank confirmations, commitment letters) rather than relying solely on the Exhibit; most lenders require corroborating evidence before funding.

How do I correct a partially executed Exhibit?

Do not alter signed pages. Prepare an amendment or corrected Exhibit and obtain fresh signatures from all necessary parties; document the reason for correction to preserve auditability.

Electronic Signature
Templates
Miscellaneous
Business Capital Exhibit

Business Capital Exhibit

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BUSINESS CAPITAL EXHIBIT

Company Name: Investor Name: Exhibit Effective Date:

RECITALS

WHEREAS, Company Name: is a business organized to engage in its stated business activities and requires injection of capital to fund operating and growth initiatives;

WHEREAS, Investor Name: has agreed to provide capital contributions on the terms set forth in this Exhibit to facilitate the Company's business plan;

WHEREAS, the parties desire to set forth the amount, schedule, use, and other material terms governing the capital contributions to be made by Investor to Company, and to memorialize the parties' rights and obligations with respect thereto.

SCOPE OF CAPITAL CONTRIBUTION

The Investor shall provide capital to Company in accordance with the schedule and terms set forth below. Capital contributions shall be used solely for the purposes described in this Exhibit and as authorized in writing by Company.

Detailed Scope of Contribution (describe permitted uses, restrictions, milestones tied to funding):

CAPITAL CONTRIBUTION SCHEDULE

The capital contributions to be made by Investor are set forth in the schedule below. Each scheduled contribution must be delivered in cleared funds or other agreed consideration on or before the date specified.

Contribution 1 — Date Contribution 1 — Amount Contribution 1 — Form of Contribution Contribution 1 — Equity Allocation (if any) Contribution 2 — Date Contribution 2 — Amount Contribution 2 — Form of Contribution Contribution 2 — Equity Allocation (if any) Additional Contributions (if applicable) — provide dates, amounts, and conditions:

PAYMENT TERMS

Investor shall deliver contributions in accordance with the schedule above. All payments shall be made in lawful currency to the account or by the method designated in writing by Company unless otherwise agreed by the parties.

Total Committed Capital Payment Schedule Summary Late Payment Fee

Allocation and Application: Payments received shall be applied first to accrued fees and interest, then to principal amounts in the order of invoicing. Any capital returned or distributed shall be applied pro rata according to the equity allocation specified herein or as otherwise agreed in writing.

TERM AND TERMINATION

Commencement Date Termination Date (if any) Termination Notice Period

Either party may terminate this Exhibit for material breach by the other party if the breaching party fails to cure within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations, indemnities, and confidentiality obligations that by their nature survive termination.

CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose any non-public information received from the other party in connection with this Exhibit, except to its employees, agents or advisors on a need-to-know basis and subject to confidentiality obligations at least as protective as those set forth herein. Confidential information does not include information that: (i) is or becomes generally available to the public other than by breach of this Exhibit; (ii) was known to the receiving party prior to disclosure; or (iii) is rightfully obtained by the receiving party from a third party without restriction.

If a party is required by law or order of a court or governmental authority to disclose confidential information, such party shall, to the extent permitted, promptly notify the disclosing party and cooperate in seeking a protective order or other appropriate remedy. Confidentiality obligations shall survive termination or expiration of this Exhibit for a period of three (3) years, or longer if required by applicable law or separate written agreement.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Exhibit; the execution and delivery of this Exhibit and the performance of its obligations will not violate any agreement to which it is a party; and the person signing on its behalf is duly authorized.

GOVERNING LAW; DISPUTE RESOLUTION

This Exhibit shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law rules. Any dispute arising out of or relating to this Exhibit shall be resolved by the dispute resolution mechanism set forth in the underlying agreement between the parties, or, if none, by binding arbitration pursuant to commercially reasonable arbitration rules mutually agreed by the parties.

ENTIRE AGREEMENT; AMENDMENT

This Exhibit, together with the underlying agreement to which it is attached, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. This Exhibit may be amended only by a written instrument signed by both parties.

No assignment of this Exhibit by either party shall be effective without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Company

Printed Name:

By:

Date:

Investor

Printed Name:

By:

Date:

What the Business Capital Exhibit Is

A Business Capital Exhibit is a structured attachment to financing or corporate governance documents that summarizes a company's capital structure, funding sources, and capital commitments. It typically includes a capitalization table, scheduled contributions, outstanding securities, and any lender or investor covenants. The Exhibit creates a single reference that lenders, investors, and counsel use during due diligence and closing to confirm sources and timing of capital and to document restrictions or required consents.

Why the Business Capital Exhibit Matters for Closings and Compliance

The Exhibit centralizes capital details, reduces ambiguity at closing, and supports accurate financial and legal review. It helps prevent funding shortfalls, clarifies dilution mechanics, and documents compliance with existing debt and equity agreements, aiding faster approval and more reliable post-closing administration.

Who Typically Prepares and Reviews the Exhibit

Preparation commonly involves corporate finance, outside counsel, or the borrower’s CFO; reviewers include lenders, investors, and closing agents.

Corporate finance teams that maintain cap tables and funding schedules for accuracy during negotiations.
Outside counsel responsible for confirming contractual obligations and drafting the Exhibit language.
Lenders and investor representatives who verify capital availability, covenants, and security priorities.

Clear roles and a single responsible preparer reduce drafting cycles and minimize reconciliation errors at signing.

Core Components Found in a Professional Business Capital Exhibit

A thorough Exhibit organizes capital instruments, scheduled injections, conversion mechanics, restrictions, and attachments so signers can verify facts without sifting through multiple documents.

Cap Table

A detailed capitalization table listing equity classes, issued shares, option pools, and ownership percentages, with pre- and post-transaction columns to show dilution effects and resulting ownership.

Funding Schedule

A timeline of committed capital contributions, disbursement triggers, and required approvals that aligns with the closing schedule and any milestone-based releases.

Debt & Liens

Summary of outstanding loans, lien positions, covenants, and maturity dates so new lenders can confirm priority and potential reorganization of debt.

Conversion Terms

Mechanics for converting convertible instruments, trigger events, conversion caps, and formulas that affect equity allocation upon conversion.

Representations

Attestations from the company about the completeness and accuracy of the Exhibit, often including officer certifications about no undisclosed obligations.

Attachments

Referenced schedules, investor commitment letters, subscription agreements, and evidence of wire instructions or escrow arrangements included for verification.

Step-by-Step: Filling Out the Business Capital Exhibit

Follow these sequential steps to prepare a complete, review-ready Exhibit for closing and e-signature.

01

Gather Documents: Collect formation docs, current cap table, and outstanding debt schedules.
02

Populate Cap Table: Enter pre-closing balances and ownership percentages accurately.
03

Attach Commitments: Include investor commitment letters and wire instructions.
04

Certify and Sign: Authorized officer signs and dates the Exhibit for submission.

Typical Routing and Submission Flow

A standardized flow ensures all stakeholders receive the Exhibit in proper order and retain an auditable trail of approvals and signatures.

Prepare: Preparer uploads Exhibit and adds required fields for reviewers and signers.
Review: Counsel, CFO, and lenders verify entries and attach supporting documents.
Sign: Authorized parties sign electronically or via remote notarization when required.
Archive: Final signed Exhibit is distributed to parties and retained in the record system.

Configuring an Efficient Digital Workflow for the Exhibit

Set up fields, signer order, and authentication to match deal requirements and regulatory needs before sending for signatures.

Field \| Configuration	Type \| Required \| Conditional
Signature Order	Sequential or parallel as deal dictates
Authentication Level	Email, SMS code, or KBA based on risk
Attachments	Require upload of commitment evidence
Audit Trail	Enable full IP, timestamp, and action logs

Digital Signing Options and File Formats

Choose a platform that supports PDF and DOCX, audit trails, and the authentication level required by your transaction.

Accepted Formats: PDF, DOCX, and secured HTML
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: Email, SMS, KBA, SSO

Ensure the chosen provider supports required compliance certifications and any integration points used by your document management or ERP systems.

Comparing eSignature Providers for Business Capital Exhibit Workflows

Pricing and feature availability vary; signNow is shown first for reference. Confirm plan details with vendors before procurement.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Timing Considerations and Typical Deadlines

Track internal and external deadlines carefully; missing a funding or signature milestone can delay the entire transaction.

Pre-Closing Submission:

Provide the Exhibit at least three business days before closing for lender review.

Funding Deadline:

Align capital contribution dates with wire instruction lead times to avoid settlement gaps.

Tax Reporting:

Capture any equity or debt changes timely for year-end reporting obligations.

Notarization Window:

Schedule RON or in-person notarization within the required closing period.

Retention Start:

Retention begins on the effective date or the date of final signed Exhibit.

Required Information Fields at a Glance

Entity Name: Exact legal name

Tax ID: EIN/TIN

Authorized Signer: Name and title

Contribution Amount: Dollar value

Instrument Type: Debt or equity

Effective Date: MM/DD/YYYY

Penalties and Risks from Errors or Omissions

Closing Delays: Missed or incorrect data can postpone funding

Tax Consequences: Incorrect reporting may trigger IRS penalties

Contract Voidance: Material misstatements risk reformation or rescission

Lien Exposure: Undisclosed liens can change security priorities

Reputational Harm: Investor disputes may arise from inaccuracies

Increased Costs: Additional legal work to correct the record

Common Mistakes to Avoid When Preparing the Exhibit

Using estimated figures instead of current ledger balances, which causes post-closing reconciliations and disputes.
Failing to include conversion formulas for convertible instruments, leaving ambiguity about post-transaction equity.
Omitting wired evidence or expiration dates for funding commitments, which can void a contribution.
Not confirming signer authority and attaching board resolutions when required, leading to rejected documents at closing.

Illustrative Use Cases for a Business Capital Exhibit

These short scenarios show how an Exhibit can resolve typical diligence and closing needs.

Lender Due Diligence

A borrower assembles cap table and funding schedule

Lender confirms available capital and lien positions
The Exhibit reduced questions during final credit committee review and enabled on-schedule funding by consolidating evidence in one place.

Equity Closing

Series investors require pre- and post-money ownership detail

Counsel verifies conversion mechanics and option pool adjustments
Clear Exhibit presentation prevented post-closing ownership disputes and simplified cap table updates for transfer agents and accounting.

Frequently Asked Questions About the Business Capital Exhibit

Answers to common issues encountered when preparing, signing, or storing a Business Capital Exhibit.

Need help? Contact support

Can this Exhibit be signed electronically?
Yes. Electronic signatures are generally valid under the federal ESIGN Act and state e-signature laws, provided signer intent, consent, attribution, and record retention requirements are met. Use the authentication level appropriate to the transaction’s risk.
Is notarization required for the Exhibit?
Notarization depends on the controlling jurisdiction and the document purpose. Many corporate exhibits do not require notarization, but where a deed or power affecting title is attached, notarization or RON may be required.
What if a figure in the cap table is wrong after signing?
Material errors typically require an amended Exhibit or corrective instrument executed by authorized parties. Minor clerical corrections may be handled by an agreed amendment; counsel should advise on whether re-signing is necessary.
How long should I keep the signed Exhibit?
Retain at least the duration of the agreement plus applicable statutory periods. For tax-related records keep a minimum of three years; healthcare-related records may require six years under HIPAA.
Can a third party rely on the Exhibit alone?
Third parties should confirm supporting documentation (bank confirmations, commitment letters) rather than relying solely on the Exhibit; most lenders require corroborating evidence before funding.
How do I correct a partially executed Exhibit?
Do not alter signed pages. Prepare an amendment or corrected Exhibit and obtain fresh signatures from all necessary parties; document the reason for correction to preserve auditability.

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