preparing for the process of raising capital - anthony millin

PREPARING FOR THE PROCESS OF RAISING CAPITAL

Anthony Millin

Partner, Pedley & Millin, PLLC June 2015

Tel: (240) 235-1101 [email protected] www.pedleymillin.com

© 2015 Pedley & Millin PLLC

Anthony Millin -‐ Bio

Anthony currently serves as a Partner in Pedley & Millin, a law firm with offices in Washington DC Metro, Denver and Los Angeles; a Venture Partner in Urban.US , a seed and early stage venture capital firm invesHng in companies that make ciHes beJer; a Partner in Poalim Asia Direct, a China-‐based investment bank bringing direct foreign investment from Chinese VC and PE firms and strategic investors to US companies; a Co-‐Founder and ExecuHve Chairman of BioDatomics, LLC, the first Hadoop-‐based big-‐data analyHcs company in the life sciences verHcal; a current Board Member and former Board Chair of Bethesda Green, a green technology incubator located in Bethesda, MD; a Member of the Board of Directors of the Montgomery County Chamber Community FoundaHon. Anthony co-‐founded CorHva InsHtute (Acquired by Steiner Leisure), a for-‐profit Title IV funded educaHon company which grew from a concept to 10 schools, and 13 campuses in 7 states. Anthony oversaw the integraHon of the campuses into a single system, and as President and General Counsel ran day-‐to-‐day operaHons. Anthony also co-‐founded China Horizon, an investment and business development company focused on the retail/distribuHon, and clean energy sectors in China. Anthony built and ran the clean energy/cleantech side of the Company and served as General Counsel for China Horizon.

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Anthony Millin has a corporate and securiHes law pracHce, focusing on start-‐up and emerging growth companies. Anthony is also a successful serial entrepreneur who has co-‐founded several insHtuHonally-‐ funded companies. His experience in raising capital, and building and running companies, provides Anthony with valuable insights into the legal and business needs of his clients. It enables Anthony to understand a business, its goals and its challenges from the perspecHve of the entrepreneur. Anthony’s legal pracHce includes formaHons, general corporate counseling, employment maJers, preparaHon of investor packages including teasers, PowerPoint presentaHons and financial models, equity and debt financings, security filings, joint ventures, corporate governance and mergers and acquisiHons.


Agenda

•  The Investor and Stages of Company •  Investor Packages & PresentaHons •  Term Sheet •  Due Diligence •  Form of SecuriHes •  DefiniHve DocumentaHon •  Regulatory Compliance

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Due Diligence on Investor

•  Early investors become an important partner in the success of a start-‐up and emerging growth company

•  Most start-‐up companies, even ones that go on to become very successful go through periods of growing pain where money runs out, or a pivot is required, and during these periods early investor support is criHcal

•  Company should conduct due diligence on each investor –  Understand investor’s experHse, track record and value beyond money being provided

–  Speak to other CEOs funded by investor to learn how the investor was to work with (in good Hmes and even more importantly in bad Hmes)

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Stage / Market Segment

•  What stage of investment and market segment/verHcal does the investor focus on

•  Investment strategies are o`en oriented around the stage of a company and parHcular market verHcals –  You may hear that “we” invest in companies from pre-‐revenue all the way through later stage rounds – but usually there is a “SWEET SPOT” regarding the stage

–  Investors o`en have a focus on parHcular industry segments where they have domain knowledge and track records of success

•  If you are not matched to the “sweet spot” of an investor the investor meeHng will be much more challenging

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Stages of Company

•  Seed Stage •  Early Stage •  Growth / Expansion Stage

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Stages of Company -‐ Seed

STAGE

SEED

Investor

•  Self •  Friends & Family •  Angels / InsHtuHonal Angels

ObjecHves Include

•  FormaHon and planning acHviHes •  R&D related to building or tesHng product / service offering •  ValidaHon -‐ assessment of early customer interest •  Develop a markeHng and sales plan

Structure •  Common Stock / Membership Units •  ConverHble Note •  Series AA Preferred Stock / Membership Units

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Stages of Company -‐ Early

STAGE

EARLY

Investor

•  Angels •  InsHtuHonal Angels •  Venture Capital •  Strategic Investor

ObjecHves Include

•  Launch product and/or services •  ConHnued product development •  First Commercial Sales / Revenue •  Build Management Team; Board, Advisors

Structure •  Series A Preferred Stock / Membership Units •  ConverHble Note

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Stages of Company -‐ Growth

STAGE

GROWTH / EXPANSION STAGE

Investor •  Venture Capital •  Other InsHtuHonal Investors

ObjecHves

•  Scale MarkeHng, Sales and DistribuHon •  Scale OperaHons •  Expand Product Lines •  Expand Geographically

Structure •  Series B Preferred Stock •  Series C Preferred Stock •  Series D Preferred Stock

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Investor Packages and PresentaHons

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Investor Package

•  “Teaser” •  Non-‐Disclosure Agreement (NDA) •  Financial Model •  ExecuHve Summary •  Investor PresentaHon (PowerPoint) •  Business Plan (Internal Document)/ ImplementaHon Plan


Investor Packages

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INFORMATION TO CONVEY •  Vision / Why Statement -‐ Why did you start the Company. •  Business Summary – Short Summary of what the Company does. •  Target Market / Target Customer – Who pays, benefits, uses product

or service, what is size, growth rate of market. •  Problem / Challenge -‐ What is the main problem(s) that you are

solving / addressing. •  Your SoluIon – How do your Products and/or Services address

problem and create value. •  CompeIIon – Who is the CompeHHon and what is your compeHHve

advantage.


Investor Packages

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INFORMATION TO CONVEY •  Go To Market Strategy – How will you take your products and/or

services to market – Plan for MarkeHng/Sales /DistribuHon •  Business Model – How will you generate revenue •  TracIon -‐ Current milestones achieved – pilots, customers •  Demo – Demo of product if requested or relevant •  Management Team – Also include notable advisors and investors •  Financial Summary – Summary chart from full financial model •  The Ask -‐ Amount of funds you are seeking and the uses of the funds


Investor Packages

•  InformaHon for Investor Packages are threaded through the different investor package documents:

•  “Teaser” •  ExecuIve Summary •  Investor PresentaIon (PowerPoint)

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Teaser

•  1-‐2 pages •  Goal of a “teaser” is to get to a meeHng or call •  Tool for you and your advisors to easily share with prospects

•  Quick to read, compelling •  Prior to an NDA -‐ Share only informaHon comfortable sharing more broadly

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Non-‐Disclosure Agreement

•  Most VCs and many angel groups will not sign an NDA

•  Individual angels might •  How should you proceed ?

–  Judgment call specific to each potenHal investor – Risk Level and Risk Aversion – Should label all your documents “ConfidenHal”

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ExecuHve Summary

•  5-‐10 Pages •  Expands on the “teaser” •  Distribute to potenHal investors a`er iniHal meeHng or call

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Financial Model

•  It is important to build a financial model •  Forces you to understand your underlying business model

•  Actual numbers will usually vary from your projecHons •  The key is your understanding of the assumpHons that drive the Revenue, COGS and SG&A in your business

•  Summary Income Statement and Cash Flow projecHons for 3-‐5 years

•  Very detailed Cash Flow projecHons for next 12 months

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Financial Model

•  Perform SensiHvity Analysis – What if your assumpHons are off by 10%, 25%, 50%

– What if first sale takes 6 months longer – What if price needs to be cut by 30%

•  Understand the impact on Cash Flow – Helps you model out how much capital you need to raise under the more conservaHve assumpHons

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Financial Model

•  What items from the financial model should you include in the investor package –  Teaser

•  Revenue and EBITDA line for 3-‐5 years –  ExecuHve Summary and Investor PresentaHon

•  Summary chart of Income Statement and Cash Flow Statement for 3-‐5 years

–  The more detailed financial model will be shared with potenHal inventors with whom you are engaged in serious discussion and /or due diligence

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PowerPoint PresentaHon

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1.  Vision / Why Statement 2.  Business Summary – What You Do 3.  Target Market / Target Customer 4.  Problem / Challenge 5.  Your SoluHon -‐ (Demo) – If Time 6.  CompeHHon 7.  Go-‐To-‐Market Strategy 8.  Business Model 9.  TracHon 10. Management Team 11.  Financial Summary 12.  The Ask



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•  Use bullet points, and discuss and elaborate -‐ Do not stand up and read verbaHm.

•  Include Graphics •  Include brief demo if Hme, or screen shots of product/service

•  PracIce, PracIce, PracIce !!!



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•  ITERATE, ITERATE, ITERATE – aèr every presentaHon evaluate what did not work based on feedback, quesHons, and rejecHons, and iterate the presentaHon and pitch.

•  Oèn aèr 5 or 6 presentaHons, the investor pitch / PowerPoint presentaHon is substanHally different from the first one in terms of story, posiHoning, and what is highlighted.


PreparaHon of Team

•  Make sure all key members of the team who will interact with Investors are prepared for the process

•  If Investors plan to contact a few key customers and/or partners – Let the customers and/or partners know that they may be contacted by investors

–  If there have been issues with a customer, explain the situaHon to the investor ahead of Hme

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•  Ask investor to start off telling you about their investment firm, strategy, “sweet spot” for investments

•  May need to modify or adapt planned presentaHon in response to what you hear -‐ to make sure you address what is most important to them

•  Passion !!! If you do not have it, the audience will not either. •  Know that amount of Hme you have, and adjust presentaHon

Hme ad detail accordingly assuring Hme for Q&A

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•  Know the amount of Hme you have, and adjust presentaHon Hme and detail accordingly assuring Hme for Q&A

•  It is OK not to know everything. SomeHmes you will need to say “That is a great quesHon, I appreciate its importance, but I do not have answer yet,” or “I will get back to you on that quesHon”

•  Invite QuesHons and make the presentaHon interacHve •  The more the potenHal investors are engaged, asking

quesHons, sharing their own anecdotes or experiences, the beJer

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•  O`en investor will request addiHonal informaHon or documents from you

•  Promptly send both a thank-‐you note and any documents that were requested. The more Hmely the beJer

•  Follow up if you do not hear back to stay on their radar •  If you get rejected ask for any feedback that may

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TERM SHEET

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Term Sheet

•  Term sheets can take several different forms, depending on the preferences of the parIes involved –  A brief list of terms –  A leJer agreement –  A short agreement

•  Reasons for Using Term Sheets –  Highlights key terms of the transacHon –  Enables earlier discovery of deal breakers –  Facilitates the dra`ing and negoHaHon of the definiHve transacHon

documents –  While it requires addiHonal Hme and cost upfront, ulHmately reduces the

amount of Hme and expense incurred –  Makes it harder for parHes to change their posiHons later

•  Term sheets are generally non-‐binding, but may include a few binding provisions

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Three Key NegoHaHon Areas

•  VALUE OF THE COMPANY –  Drives the percent of the Company you are selling in the financing

•  INVESTOR RIGHTS & PREFERENCES –  Drives the investors’ preferences with respect to distribuHons of profit or

distribuHons upon a liquidity event –  Drives the investors’ rights to parHcipate in new issuances of securiHes and

transfers of issued securiHes

•  INVESTOR PROTECTIONS (CONTROL) –  Drives the level of control the investor, usually holding only a minority

interest, exerts on major acHons of the Company

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Value of The Company

•  Key ValuaHon Concepts – Pre-‐Money vs. Post-‐Money ValuaHon – Fully-‐Diluted Basis

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Pre-‐Money/Post-‐Money

•  The Pre-‐Money ValuaHon is the valuaHon of the Company not including the new cash to be raised

•  The Post-‐Money ValuaHon is the valuaHon of the Company including the new cash to be raised

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Pre-‐Money/Post-‐Money

Example -‐ Entrepreneur is raising $500,000 and the investor and entrepreneur agree on a valuaIon of $2 million •  Is the $2 million pre-‐money or post-‐money?

–  If it is pre-‐money, the business is worth $2.5 million upon closing and the investor will receive 20% ($500,000/$2.5 million) of the company upon closing

–  If it is post-‐money, the business is worth $2.0 million upon closing ($1.5 million before closing) and the investor will receive 25% ($500,000/$2.0 million) of the company upon closing

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Fully-‐Diluted Basis

•  To calculate the share price or membership unit price –  Divide the value of the company by the number of shares/units issued and

outstanding

•  How do you account for stock opHons, warrants, or converHble notes that could become issued and outstanding units upon exercise or conversion ? –  Investors almost always want to avoid having their shares diluted in the future

when these instruments are exercised or converted, o`en at a price lower than the price paid by the investor

•  The investor will want the share price calculated on a “FULLY DILUTED BASIS”

–  Includes the number of shares/units subject to opHons, warrants, and converHble notes in the denominator


Fully-‐Diluted Basis -‐ Example

•  Shares issued and outstanding: $2 million •  Stock OpHon Plan: 200,000 (Includes opHons not yet granted, and granted but not

yet vested or exercised) •  Investment Amount: $ 500,000 at a pre-‐money valuaHon of $ 2 million

Based on Shares Currently Outstanding Divide the pre-‐money valuaHon by the sum of the shares issued and outstanding $2,000,000/ 2,000,000 = $1 per share Number of shares issued in financing = $500,000/ $1.00 = 500,000

Fully-‐Diluted Basis Divide the pre-‐money valuaHon by the sum of the shares issued and outstanding plus the opHons in the stock opHon plan $2,000,000/ 2,200,000 = $0.91 per share Number of shares issued in financing = $500,000/ $0.91 = 550,000

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Rights and Preferences

•  LiquidaHon Preference •  ParHcipaHng vs. Non-‐ParHcipaHng •  Dividend Rights / Preferred Return •  AnH-‐DiluHon •  PreempHve Rights •  Right of First Refusal & Co-‐Sale Rights •  Drag Along Rights •  RedempHon Rights •  RegistraHon Rights •  InformaHon Rights

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The LiquidaHon Preference

•  A mechanism by which the investor seeks to recoup its original investment or a mulHple thereof, plus any declared and unpaid dividends, before there are any distribuHons to the common stockholders/unit holders

•  Usually is defined to occur upon a liquidaHon, dissoluHon or winding up of the company, a merger, or a sale of the company or its assets

•  Example -‐ $1 million dollar investment:

1X LiquidaIon Preference = $1 million to investor before common shareholders get 1st dollar

2X LiquidaIon Preference = $2.0 million to investor before common shareholders get 1st dollar

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ParHcipaHng vs. Non-‐ParHcipaHng

Non-‐Par(cipa(ng Preferred

Limits the investor to either LiquidaHon Preference or conversion to common stock/units prior to exercising LiquidaHon Preference

Par(cipa(ng Preferred – With No Cap

Investor receives LiquidaHon Preference and then shares in remainder of distribuHons on a pro rata basis with the common stockholders/unit holders

Par(cipa(ng Preferred – With A Cap

Investor receives LiquidaHon Preference and then shares in further distribuHons on a pro rata basis with the common stockholders/unit holders up to a Cap

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CumulaHve vs. Non-‐CumulaHve

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No Preferred Return 8% Non-‐CumulaIve Preferred Return

8% CumulaIve Preferred Return

The preferred stockholders/ unit holders and common stockholders/unit holders parHcipate in dividend distribuHons on a pro rata basis

1st – Company must pay 8% dividend to the preferred stockholders/unit holders for the current year before making a distribuHon on any junior securiHes 2nd – Preferred stockholders/ unit holders and common stockholders/unit holders then share in dividend distribuHons on a pro rata basis

1st – Company must pay 8% dividend to the preferred stockholders/unit holders for the current year, and for all prior years for which Preferred Return was accrued but not paid 2nd – Preferred stockholders/unit holders and common stockholders/unit holders then share in dividend distribuHons on a pro rata basis

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AnH-‐DiluHon ProtecHon

•  ProtecHon to investor in the event the Company issues new shares/units at a price lower than the price paid by the investor

•  Adjusts the investor’s conversion raHo for the conversion of Preferred Stock to Common Stock (from a 1:1 raHo) to increase the number of shares of Common Stock the investor receives on conversion

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AnH-‐DiluHon ProtecHon

•  Three Forms of AnH-‐DiluHon ProtecHon –  Full Ratchet

•  Least favorable to Entrepreneur •  Only accounts for the share/unit price of the new issuance. A single new share at a lower price could result in a major adjustment

–  Narrow Based Weighted Average •  Less Favorable to Entrepreneur •  Also accounts for the size of the new issuance relaHve to the number of units issued and outstanding

–  Broad Based Weighted Average •  Most Favorable to Entrepreneur •  Also accounts for the size of the new issuance relaHve to the number of units outstanding on a fully diluted basis

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PreempHve Rights

•  The investor’s pro rata right, based on percentage equity ownership, to parHcipate in subsequent issuances (usually only financings)

•  If the investor owns 20% of Company before the subsequent financing, it has the right to take 20% of the subsequent financing

•  Need to understand impact on future rounds if new investor wants to take it all or most of round

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Right Of First Refusal

•  In the event a shareholder/unit holder has a bona fide offer to buy its stock/units, the Company and/or the remaining shareholders/unit holders have a pro rata right to acquire those shares/units on the same terms

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Co-‐Sale Rights

•  In the event one or more shareholders/unit holders desire to sell any shares/units, the remaining shareholders/unit holders have a right sell their shares/units, pro rate on an as-‐converted basis, as part of such sale of such shares/units

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Drag Along Rights

•  The right of a pre-‐requisite number (e.g. a majority) of the selling shareholders/unit holders who all agree to sell, to drag along the remaining shareholders in the sale of the Company

•  Avoids situaHon similar to last homeowners refusing to sell house to developer who needs all houses to sell or will not purchase any of the homes he has agreed to purchase

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RedempHon Rights

•  The Company’s right or obligaHon based on agreed upon terms and condiHons to redeem (purchase) the shares/units of a shareholder/ unit holder, or the Investors right to force a redempHon by the Company

•  Terms will include triggering event, share/unit price and payment terms

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RegistraHon Rights

•  Grants the investor the right to either: –  force the Company, a`er a period of Hme, to register the investor’s shares and offer them publicly, or

–  register and sell the investor’s shares as part of a registraHon and public offering, including a registered offering iniHated by the Company or another stockholder

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InformaHon Rights

•  Right to financial informaHon such as income statements, balance sheets, and cash flow statements

•  Right to other informaHon such as budgets, key financial metrics, and Board observaHon rights

•  Could be on an annual, quarterly or monthly basis. Need to weigh benefits to investor vs. burden on management to produce

•  Could be unaudited or audited financials •  May want to limit to investors who have invested a material amount

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ProtecHve Provisions

•  Board RepresentaHon / VoHng Agreements •  Provides investors, who are minority shareholders (i.e. control less than 50%), significant control over designated acHons of the Company

•  Requires the approval of a majority, or supermajority, of preferred shareholders/unit holders voHng as a separate class

•  May also require the approval of a majority of the Directors designated by the preferred shareholders /unit holders

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ProtecHve Provisions •  Investors and entrepreneurs will negoHate over which

protecHve provisions to include. Examples are: –  Amending the CerHficate of IncorporaHon and Bylaws / OperaHng

Agreement –  A repurchase or redempHon of equity –  A material change in the nature of the Company’s business –  A change in the size of the Board –  The issuance of new equity or securiHes converHble into equity (pari-‐

pasu, Superior or Junior) –  Incurring debt above a designated amount –  The sale of all or substanHally all of the assets of the Company or

merger into another company resulHng in a change of control –  The liquidaHon, dissoluHon, and winding up of the Company

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Due Diligence

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Due Diligence

•  A comprehensive review of a company's business •  Components of Due Diligence

–  Legal Due Diligence –  Business Due Diligence –  Financial Due Diligence

•  Time to complete due diligence –  Can range from a couple of weeks to a few months, depending on the size of the investment, the group making the investment, the stage of the company, and the level of preparaHon by the Company

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PreparaHon Of Documents

•  Includes: –  OrganizaHonal Documents -‐ COI/Bylaws/OperaHng Agreement/Stockholder Agreement/Foreign QualificaHons/Stock or Unit CerHficates)

–  CapitalizaHon Table (Ownership) –  Names of Directors and Officers and Minutes from Board and Shareholder/Unit Holder meeHngs

–  Finance and AccounHng (up to 3 years if available) -‐ Tax Returns; Financial Statements (Income Statement/Cash Flow Statement/Balance Sheet

–  Customers/Suppliers/Strategic Partnerships -‐ Names; Copies of agreements; Contact informaHon for reference checks

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PreparaHon Of Documents (cont.)

•  List of all Intellectual Property (Patents/Trademarks/ Copyrights)

•  Insurance policies •  OrganizaHon chart and bios of key managers •  Copies of all prior financing agreements •  Copies of all other material agreements •  MarkeHng collateral and markeHng and sales strategies

•  Detailed product or service descripHons and informaHon

•  Business plans 54


Form of SecuriHes

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Form of SecuriHes

•  CorporaHon – Common Stock (VoHng / Non-‐VoHng) – Preferred Stock-‐ Series Seed, Series A, B, C

•  Limited Liability Company – Common Units (VoHng / Non-‐VoHng) – Preferred Units

•  CorporaHon and Limited Liability Company – ConverHble Notes

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Form of SecuriHes

•  Common Stock/Units – Founders, Friends and Family

•  ConverHble Note –  Friends and Family, Angel, InsHtuHonal Angel, Venture Capital

•  Preferred Stock/Units – Usually Angel, InsHtuHonal Angel, Venture Capital

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Common Stock

•  A security that represents an equity ownership interest •  First form of stock issued upon creaHng a new

corporaHon •  Conveys some basic rights – vote, right to dividends, and

proceeds of sale •  Usually comes with restricHons – e.g., restricHons on

transfer •  Right to the assets of the company upon liquidaHon,

a`er distribuHons to the holders of debt and preferred equity

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ConverIble Note •  Debt instrument, with interest that usually accrues •  Bypasses the need for upfront agreement on valuaHon, price during Series A/AA •  Can be secured or unsecured; subordinated •  ConverHble into a Company’s stock/units •  Terms of the conversion are negoHated by the ParHes

–  AutomaHcally, at the Hme the Company closes on its next qualified round of equity financing

–  If no such round occurs, at pre-‐agreed upon terms –  Any Hme prior to maturity, upon a vote of a majority of the converHble note

holders •  If no conversion prior to maturity:

–  Repayable along with accrued interest, upon its maturity OR –  OpHonal or forced conversion that provides investor with a discount to the next round/warrants

Lower transacHon cost than Preferred Round

•  Priority status over common and preferred shareholders/unit holders

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ConverIble Note With A “CAP”

•  A ConverHble Note is o`en the first non-‐Friends and Family investment

•  Comes into the Company during a period of very high risk (market risk, execuHon risk, technology/product risk and financing risk)

•  To compensate for all of the risk, many investors now negoHate a “CAP” on the conversion price (NegoHaHng maximum value upfront)

•  Protects investor in event of rapid value growth prior to conversion

•  Investor will usually have the opHon to convert at the lower of: -‐  A negoHated discount (e.g., 20%) to the next equity round -‐  The agreed-‐upon valuaHon cap

•  Company, with leverage, would require forced conversion at maturity but at a further discount

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“CAP” -‐ EXAMPLE •  A Company with 1 million shares of common stock/units

outstanding •  Issued a $500,000 converHble note, with a conversion

discount of 20% and a conversion cap of $5 million •  The start-‐up is able to raise $5 million at a pre-‐money

valuaHon of $10 million in its next round of financing

* $ 5 million Cap

20% Discount

No Cap or Discount

ValuaHon $5 million $8 million $10 million

Per Share Price $5.00 $8.00 $10.00

Shares Upon Conversion 100,000 62,500 50,000

* For illustration purposes, this analysis does not take into account interest on the convertible note or calculate share price on a fully diluted basis that includes shares from the conversion of the note.

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Preferred Stock

•  Security that represents an equity ownership interest

•  Rights and preferences (prioriHes) – Over the common stock related to the assets and profits of a company

– Rights in the event of issuance of new equity or shareholders sale of equity

•  ProtecHve provisions that limit acHons that can be taken by the Company without preferred stockholder approval

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DefiniHve DocumentaHon

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Common Stock / Units

•  Common Stock – Stock Purchase Agreement or SubscripHon Agreement

– Stockholders Agreement

•  Common Membership Units – Membership Unit Purchase Agreement or SubscripHon Agreement

– Amended and Restated OperaHng Agreement

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Preferred Stock / Units

•  Series AA (Limited Rights and ProtecHons) –  Stock Purchase Agreement –  Amended and Restated Stockholder Agreement –  Amended and Restated CerHficate of IncorporaHon

•  Preferred Membership Units –  Membership Unit Purchase Agreement or SubscripHon Agreement –  Amended and Restated OperaHng Agreement

•  Series A Preferred, Series B Preferred, Series C Preferred –  Stock Purchase Agreement –  Investor Rights Agreement –  Right of First Refusal and Co-‐Sale Agreement –  VoHng Agreement –  Amended and Restated CerHficate of IncorporaHon –  Management Rights LeJer –  Legal Opinion

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ConverHble Note

•  ConverHble Promissory Note Purchase Agreement

•  ConverHble Promissory Note(s) •  Warrant Agreement (If deal includes warrant coverage)

•  Pledge & Security Agreement (If Secured)

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Regulatory Compliance

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Regulatory Compliance

•  Ability to raise money from individual investors regulated by the SecuriHes Act of 1933 (the “SecuriHes Act”) and certain state securiHes laws (“Blue Sky Laws”)

•  Security Filings will be required with the SecuriHes and Exchange Commission, unless 4(2) exempHon exists

•  Security Filings will be required with States in which investors reside, unless the financing falls under a self-‐execuHng state exempHon, with state security agencies

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Contact InformaHon

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Anthony Millin Pedley & Millin, PLLC 4520 East West Highway, Suite 700 Bethesda, Maryland 20814

Tel: (240) 235-‐1101 Cell: (301) 908-‐0005 Fax: (240) 235-‐1097 Email: [email protected] Web: www.pedleymillin.com

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