Legal Documentation

CERTIFICATE OF INCORPORATION
OF
SOCIALGENIUS, INC.

FIRST: The name of this corporation is SocialGenius, Inc. (the "Corporation").

SECOND: The address of the registered office of the Corporation in the State of Delaware is [Address]. The name of its registered agent at such address is [Registered Agent Name].

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 10,000,000 shares of Common Stock, each with a par value of $0.00001 per share. Additionally, the Corporation shall have authority to issue 2,000,000 shares of Preferred Stock, each with a par value of $0.00001 per share.

FIFTH: The name and mailing address of the incorporator is [Incorporator Name], [Address].

SIXTH: Unless and except that the bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

SEVENTH: To the fullest extent permitted by the Delaware General Corporation Law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto set my hand this [Date], 2025.

[Incorporator Signature]
[Incorporator Name], Incorporator

BYLAWS OF SOCIALGENIUS, INC.
A Delaware Corporation

ARTICLE I - OFFICES

Section 1. Registered Office. The registered office shall be in the City of [City], County of [County], State of Delaware.

Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II - STOCKHOLDERS

Section 1. Annual Meetings. An annual meeting of stockholders shall be held each year on a date and at a time designated by the Board of Directors for the purpose of electing directors and conducting such other business as may properly come before the meeting.

Section 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote.

[Additional standard sections covering voting, quorum, board composition, officers, indemnification, etc. would follow]

INTELLECTUAL PROPERTY PROTECTION STRATEGY
SOCIALGENIUS, INC.

1. TRADEMARK PROTECTION

Application Filed: March 5, 2025
Mark: "SOCIALGENIUS"
Classes:

• Class 9: Computer software for business profile management
• Class 35: Business management services
• Class 42: Software as a service (SaaS)

Additional Protection:

• "SocialGenius" logo trademark application
• Tagline "AI-Powered Brand Management" trademark application
• Domain names secured: socialgenius.com, socialgenius.io, socialgenius.ai

2. PATENT APPLICATIONS

Provisional Patent Application: "System and Method for Automated Business Profile Management Using Artificial Intelligence"

• Filed: February 28, 2025
• Inventor: Paul Backus
• Key Claims:
  1. Method for preserving brand voice across multiple digital platforms using machine learning
  2. System for automated competitive analysis of business profiles
  3. Method for cross-platform content optimization based on engagement metrics

Provisional Patent Application: "AI-Based Brand Voice Analysis and Replication System"

• Filing Scheduled: April 2025
• Inventor: Paul Backus
• Key Innovation: Proprietary algorithm for extracting and replicating brand voice characteristics

FOUNDER AGREEMENT
SOCIALGENIUS, INC.

This Founder Agreement (the "Agreement") is made as of [Date], 2025 by and between Brian Martino (50%) and Paul Backus (50%) (collectively, the "Founders") in connection with the formation and operation of SocialGenius, Inc., a Delaware corporation (the "Company").

1. EQUITY ALLOCATION

The Founders agree that the Company's equity shall be initially allocated as follows:

• Brian Martino: 5,000,000 shares (50%)
• Paul Backus: 5,000,000 shares (50%)

2. INTELLECTUAL PROPERTY RIGHTS

Paul Backus exclusively owns all intellectual property rights to the SocialGenius technology, including but not limited to patents, copyrights, trade secrets, and other proprietary information developed prior to or during the formation of the Company. Paul Backus hereby grants to the Company an exclusive, worldwide, royalty-free license to use, modify, and commercialize such intellectual property for the Company's business purposes.

3. VESTING SCHEDULE

All Founder shares shall be subject to the following vesting schedule:

• 25% vested after 12 months from the Effective Date (cliff)
• Remaining 75% vesting monthly over the following 36 months
• Accelerated vesting upon acquisition of the Company

[Additional sections covering roles, responsibilities, dispute resolution, etc. would follow]