BUSINESS TRANSACTIONS AND DOCUMENT DRAFTING (A Skills-Based Seminar & Workshop)

Transcription

1 BUSINESS TRANSACTIONS AND DOCUMENT DRAFTING (A Skills-Based Seminar & Workshop) University of Florida Levin College of Law Spring Term (LAW 6802) COURSE SCHEDULE & READING ASSIGNMENTS Class Session(s) (Date(s)) 1-2 Introduction; Business Lawyer s Role, Approach, Functions, Skills-Base & (Jan. 11 & 18) Value-Adds; Contract Building Blocks and Drafting Resources; Framework and Model for Developing Skills and Proficiency in Contract Drafting and Transaction Negotiation (Mr. ) Course Overview & Syllabus with Class Schedule and Assigned Reading List; Ground Rules & Administrative Matters; Respect & Professionalism; Class Preparation, Participation & Exercises; Grades (and Scoring of Assignments) & Assignment Feedback from Faculty; Course TWEN Site and Other Resources; Adjunct Faculty, Office (#362), Office Hours & Appointments A. Introduction: Business/Transactional Lawyer's Role, Mindset, Rigor, Skills- Base, Tool Kits and Value-Adds the Business Lawyer s Role as Trusted Counselor, Strategist, Translator, Issues Identifier/Narrower/ Resolver, Drafter, Advocate, Negotiator, Risk/Compliance Advisor, Choreographer & Execution (Get It Done) Specialist B. Framework for Developing Proficiency in Contract Drafting and Transaction Negotiation; Client-Centered Approach Listening & Building Trust; Assessing, Creating and Adding Value Early, Often and Throughout the Client Relationship C. Building Blocks and Critical Provisions of Contracts and Business Documents D. Negotiating Business Contracts & Transactions The Art & Craft of Negotiation through Listening, Studying Facts & Context, Analyzing, Drafting, Leveraging & Marshaling Information; Understanding & Smartly Deploying Qualification, Limitation and Exception Tools & Resources E. A Primer on (and the Importance of) Letters of Intent (LOIs) and Term Sheets F. A Model for Developing, Practicing and Improving Contract Drafting Skills; Related In- Class Drafting Exercise (A) Class 2 G. Introduction to and Context for First Homework (H/W) Assignment (#1) -i-

2 ASSIGNED READING (Prior to Class 1): Fox Table of Contents; Chapters 1 and 2 Course Materials Book (Vol. I, forepart) Table of Contents; Course Syllabus; Ground Rules & Administrative Matters; Course Overview & Schedule (Pages i-viii) Course Materials Book Pages 2-26 (Part I), 33-66, , Case Find and Read United Rentals, Inc v. Ram Holdings, Inc, 937 A.2d 810 (Del. Ch. 2007) Documents & Forms Supplement (Navigation link on Course TWEN site) Selected Consumer Contracts folder (Skim all six contracts) Additional Course Materials (Navigation link on Course TWEN site) Read (posted articles) Wordsmithing Why contract language shouldn t be an afterthought (K. Adams); and What They Don t Teach Law Students: Lawyering (D. Segal) MANDATORY ONLINE WEBINAR (After Class 1, on Thursday, January 12, at 6:00 pm) re: the Practical Law (Thomson Reuters Legal Solution) Database and Resource Platform Introduction, Overview and Useful Resources for Developing Business Lawyers & Law Students (log-in and access details to be provided by ) 2 ASSIGNMENT (Prior to Class 2): Review and Be Prepared to Discuss Request (Jan. 18) to Law Associate (re: New Client Need Your Help) (to be posted on the Course TWEN site by Prof. ) ASSIGNED READING (Prior to Class 2): Fox Chapter 3, Chapter 4, Chapter 5 (Sections 5:1-5:5) and Chapter 8 (Sections 8:3 and 8:4) Course Materials Book Read Pages (Part II), (Letters of Intent and Term Sheets: A Primer and Practical Considerations); and pages , , 622; Skim pages (Letter of Intent with forms from ABA Model Stock Purchase Agreement with Commentary (2d ed. 2010)) Practical Law Read Aligning Associate Training with Client Needs Case Find and Read Espresso Disposition Corp. 1 et al. v. Santana Sales & Marketing Group, Inc., No. 3D (Fla. 3d DCA, November 14, 2012) Documents & Forms Supplement (link on Course TWEN site) Sample Contracts Drafting Progression Series folder Skim Residential Real Estate - Purchase and Sale Agreement (3 versions); and Selected Private Company Documents & Agreements folder Skim Contract of Sale (Commercial Real Estate) OPTIONAL SUGGESTED READING (Articles of Interest) (Prior to Class 2): Additional Course Materials (link on Course TWEN site) Read (posted article) Teaching Contract Drafting to First-Year Law Students in Three Hours or Less (S. Payne); Browse Adams on Contract Drafting website and blogs of interest (see Navigation link to Web Links on Course TWEN site) HOMEWORK (H/W) ASSIGNMENT (Class 2): First H/W Assignment (#1) End of Class 2 by Mr. 3 Organizing and Working with Business Entities and their Constituent (Jan. 25) Documents An Introduction (Mr. Conti) -ii-

3 A. Primer on Business Entity Differences and Choice of Entity Considerations B. Keys to Effective Org Doc Drafting: Importance of State Statute(s), Default and Procedural Provisions, and Terms that may not be Altered or Modified C. Preparing & Drafting LLC Organizational Documents Articles of Organization/Certificate of Formation and LLC Operating Agreement D. In-Class Drafting Exercise (B) Drafting Key Provisions of a Multi-Member LLC Operating Agreement ASSIGNED READING (Prior to Class 3): Fox Glossary (Pages ); Chapter 5 (Section 5:6), Chapter 6 (Sections 6:1-6:3) and Chapter 9 (Sections 9:1-9:2) Course Materials Book Skim Pages (Davis, Exhibits A & B Form of Florida Articles of Incorporation and Bylaws); Read Pages (Early Planning Considerations: Entity Selection & Structural Considerations in Organizing a Business Venture), Pages (Choice of Business Entity) and Pages (Davis, Exhibits C & D Forms of Florida LLC Articles of Organization and LLC Operating Agreement) Additional Course Materials (link on Course TWEN site) Read Eleven Fundamental Errors in Drafting LLC Operating Agreements (J. Cunningham); and Skim Model Organizational Checklist for a Limited Liability Company (ABA Business Law Section LLC Subcommittee) Practical Law Read LLC Agreement Commentary and Setting Up a New Business Checklist Case Find and Read In re Kinder Morgan, Inc. Corporate Reorganization Litigation, C.A. No VCL (Del. Ch., Aug. 20, 2015) 4 Organizing and Working with (the Principal Documents and Agreements (Feb. 1) Essential to) Corporations and Other Business Entities (Mr. Davis) A. Review of Class 3 Discussion & In-Class Drafting Exercise B. Working and Contracting with Different Forms of Business Entities C. Keys to Preparing/Drafting Principal Corporate Organizational Documents 1. Articles/Certificate of Incorporation and Bylaws 2. Organizational Actions (Election of Board, Appointment of Officers, etc.) 3. Minutes, Authorizing Resolutions and Actions by Written Consent D. Fundamentals of and Key Considerations in Drafting and Negotiating Corporate Shareholders Agreements Up Close E. In-Class Drafting Exercise (C) Drafting Key Provisions of a Corporate Shareholders Agreement F. Introduction to and Context for H/W Assignment (#2) ASSIGNED READING (Prior to Class 4): Fox Chapter 7 and Chapter 8 (Sections 8:1 and 8:2) Course Materials Book Pages (Davis, Exhibit E Shareholders Agreements - Supp. Lecture Outline) Documents & Forms Supplement (link on Course TWEN site) Selected Private Company Documents & Agreements folder Skim Sample Form of Shareholders Agreement (Davis, Exhibit A ), and Sample Form of Shareholders Agreement with P/E Owners (Davis, Exhibit B ); Read Example of Mark-up of Shareholders Agreement (Davis, Exhibit G ) -iii-

4 Practical Law Read Forming and Organizing a Corporation; Preparing Minutes: Checklist; and Stockholders Agreement Checklist; Skim Corporate Formation and Housekeeping Toolkit; Certificate of Incorporation (Short-form DE); By-laws (DE Corporation); Organizational Action by Sole Incorporator; and Unanimous Written Consent of the Board in Lieu of Organizational Meeting (NY) HOMEWORK ASSIGNMENT (Class 4) H/W Assignment (#2) End of Class 4 by Mr. Davis 5 Agreements with Management and Key Employees; Executive and Employee (Feb. 8) Agreements and Incentive Compensation Plans (Mr. Davis) A. Review of Class 4 Discussion and In-Class Drafting Exercise (C) B. Critical Importance of Retaining, Incenting and Motivating Key Employees (including through employee agreements and plans) C. Primer on Employee Contracts and Plans, Compensation, Severance & Termination Provisions, Restrictive Covenants & Tax Considerations D. Keys to Preparing and Drafting Employee Agreements/Documents 1. Employment Agreements (including At Will agreements) and Incentive Compensation (including Stock Option) Plans and Agreements 2. Non-compete, Non-solicitation, Invention Assignment and Confidentiality Agreements 3. Termination & Severance Considerations ASSIGNED READING (Prior to Class 5): Course Materials Book Pages (Davis, Exhibit F ), Pages (Excerpt from ABA Model Asset Purchase Agreement with Commentary Noncompetition, Nondisclosure and Nonsolicitation Agreement, exhibit) and Pages (Excerpt from ABA Model Stock Purchase Agreement with Commentary Considerations Regarding Employment Agreements in Connection with Sale of Stock, appendix) Practical Law Read Negotiating and Drafting an Executive Employment Agreement; Drafting an Employee Non-Compete Agreement: Best Practices Checklist; and Restrictive Covenants Toolkit; Skim Employee Non-Compete Agreement (FL) Documents & Forms Supplement (link on Course TWEN site) Skim Sample Contracts Drafting Progression Series folder Employment Agreement (3 versions); and Selected Public Company Documents & Agreements folder Twitter CEO Employment Agreement 6 Subscription, Purchase & Sale of Stock and Equity Interests - Part I; (Feb. 15) Establishing the Client Relationship and Funding a Start-Up Business (Mr. Yadley) A. Offer, Issuance & Sale of Equity Interests in a New Business Legal & Practical Considerations 1. Role of the Business Lawyer (including junior associates) 2. Importance of Understanding Business, Financial Statements & Key Accounting and Tax Matters -iv-

5 B. Establishing and Maintaining a Lawyer-Client Relationship 1. Understanding, Minding and Meeting Client Expectations 2. Professional Obligations 3. Keys to Effective Client Interviews, Meetings and Counseling in Business, Finance and Transactional Engagements C. Funding a Start-Up Business Sale and Issuance of Equity Interests The Entrepreneur and the Investor: How to Align Their Interests D. Introduction to & Context for H/W Assignment (#3) ASSIGNED READING (Prior to Class 6): Fox Chapter 2 (Section 2:2) Course Materials Book Pages (Memo re: Proposed Private Sale of Common Stock); (Memo re: Offering Procedures for Proposed Private Sale of Common Stock); and Pages , 622, (Excerpts from ABA Model Stock Purchase Agreement with Commentary Representations and Warranties (of Buyer); Introduction to Exhibits; Legal Opinions) Case Find and Read ENI Holdings, LLC v. KBR Group Holdings, LLC (Del. Ch. Sept. 13, 2013) Practical Law Read Subscription Agreement: Private Placement of Equity Securities (Regulation D); and Confidentiality Agreement: Early-stage Business (Prodiscloser) Additional Course Materials (link on Course TWEN site) Read Reading & Understanding Financial Statements A Guide to Financial Reporting (F. Jaumot, M. Borkowski); and Interviewing: The Beginning of the Attorney-Client Relationship (Excerpt) (A. Alvarez and P. Tremblay) HOMEWORK ASSIGNMENT H/W Assignment (#3) End of Class 6 by Mr. Yadley 7 Commercial Loans, Notes & Debt Financing Transactions (Feb. 22) Promissory Notes, Credit/Loan Agreements and Security Agreements (Mr. Davis) A. Primer on Documenting Commercial Loans and Debt Financing Transactions, including Credit/Loan Agreements (Term and Revolver), Notes/Debentures, and Intercreditor/Subordination and Security Agreements B. Understanding and Drafting Key Provisions of Loan Agreements (including Covenants, Default and Remedial Provisions, Subordination and Guarantees) C. Issues, Approaches & Tactics in Drafting Complex Loan Agreements and Documents the Good, Bad & Ugly D. Resources for Loan-Related Documents and Drafting/Negotiation Pointers E. Introduction to and Context for H/W Assignment (#4) ASSIGNED READING (Prior to Class 7): Fox Chapter 2 (Section 2:3.2), Chapter 6 (Sections 6:4.8 and 6:4.9) and Chapter 9 (Section 9:3 in total) Practical Law Read Loan Agreement: Overview; Closing a Loan Transaction Checklist; and Loan Agreement: Events of Default; Skim Loan Agreement: Standard Definitions; and Loan Agreement: Financial Covenants (Practice Notes) -v-

6 Additional Course Materials (link on Course TWEN site) Read Precision s Counterfeit: The Failures of Complex Documents, and Some Suggested Remedies (H. Darmstadter) HOMEWORK ASSIGNMENT H/W Assignment (#4) End of Class 7 by Mr. Davis 8 Subscription, Purchase & Sale of Stock and Equity Interests - Part II; (March 1) Conducting Due Diligence and Drafting Contract Reps & Warranties and Disclosure Schedules (Mr. Yadley) A. Review of H/W and Drafting Exercises (including H/W Assignment #3) B. Key Steps in Private Securities Offering/Private Placement Transactions 1. Establishing 1933 Act Exemptions (including under new SEC rules) 2. Who are the Prospective Investors? 3. Drafting Securities Offering Disclosure Documents (Drafting Style, Technique and Approach Contrasted) C. Key Legal, Regulatory and Drafting Considerations 1. Offers; Authorization & Issuance; Purchase & Sale; Purchase Price; Equity Securities Provisions; LLCs and Uncertificated LLC Interests (Caution) 2. Offeree and Purchaser Representative Questionnaires 3. How will Potential Investors be Reached and/or Contacted? General Solicitation Issues & Considerations (Reasonable Verification Measures re: Accredited Investor status) 4. Felon and Bad Actor Disqualification D. Due Diligence Requests & Responses; Data Rooms; Relationship with/to Transaction Documents 1. Critical Role of Counsel Early, Often & Throughout the Deal 2. Allocation of Risk in Contract Drafting and Negotiation 3. Due Diligence Requests, Responses and Handling Information 4. (Virtual) Data Rooms 5. From Due Diligence to Disclosure Schedules 6. Effect on, and Need to Update and Fine-Tune, Reps & Warranties E. In-Class Drafting Exercise (D) Drafting and Correlating Due Diligence, Disclosure Schedules, Reps & Warranties and Indemnification Provisions ASSIGNED READING (Prior to Class 7): Fox Chapter 6 (Sections 6:4.1 and 6:4.7) and Chapter 9 (Sections 9:1-9:2 review) Course Materials Book Pages (Corp. Associate Experience Checklist) Practical Law Read Due Diligence Checklist: Securities Offerings; and Road Map for Undertaking a Private Offering; Skim Due Diligence Request List: Securities Offerings; Investor Questionnaire; Bad Actor Questionnaire: Rule 506 Offering Additional Course Materials (link on Course TWEN site) Read Top 12 Most FAQs by Junior Associates Conducting Due Diligence (V. Tsaganos) < March 8 No Class Spring Break > -vi-

7 9 Drafting Public Securities Registration, Offering and Disclosure Documents; (March 15) Drafting Risk Factor and Investment Considerations Disclosures (Mr. Yadley) A. Key Considerations in Drafting the Principal Offering/Subscription Documents 1. Compiling and Preparing a First Draft; Business Description 2. Management Discussion/Analysis of Financial Statements (MD&A) 3. Risk Factor Provisions & Disclosures 4. Forward-Looking Information (and Other Notices/Warnings) 5. SEC Forms and Filings B. The Initial Public Offering (IPO) Process Role of Counsel 1. All Hands Organizational Meeting 2. Pacing Issues, Timetables and Checklists 3. Pricing, Listing, Closing and Closing Binders C. Confidentiality and Nondisclosure Agreements (Up Close) Key Drafting and Negotiation Considerations (and importance of these agreements as a precursor to significant transaction due diligence and negotiations) D. Risk Factors: Critical Disclosures Regarding Legal and Other Considerations that May Adversely Impact an Investment (and How to Address Them) E. Introduction to & Context for H/W Assignment (#5) ASSIGNED READING (Prior to Class 9): Fox Chapter 10 Course Materials Book Pages 55, (Examples of Disclosure Schedules and So-Called Miscellaneous Contract Provisions) and Pages (Memo re: Initial Public Offering ( IPO )) Practical Law Read Risk Factors: What Keeps You Up at Night?; and Risk Factors Toolkit; Skim Initial Public Offerings Toolkit; and Confidentiality and Nondisclosure Agreements (Practice Notes) Documents & Forms Supplement (link on Course TWEN site) Sample Contracts Drafting Progression Series folder Skim Underwriting Agreement (for IPO) (3 versions) and Investment Banking/Financial Advisory Engagement Agreement (3 versions); Selected Public Company Documents & Agreements folder Skim Ferrari Final IPO Prospectus Check for additional TWEN postings prior to Class (including a recent IPO prospectus and selected excerpts from the SEC Plain English Handbook) HOMEWORK ASSIGNMENT H/W Assignment (#5) End of Class 9 by Mr. Yadley 10 Buying & Selling Companies and Businesses M&A Agreements Part I (March 22) (Mr. Conti) A. Transition to M&A-Related Classes, Skills, Documents, Assigned Reading and Upcoming H/W Assignment Various differences and distinctions between investment (and joint venture/strategic alliance) transactions/agreements and M&A (purchase and sale) transactions/agreements -vii-

8 B. Understanding M&A Transaction Structures & Agreements (following review of Confidentiality and Nondisclosure Agreements discussion) 1. Stock (Equity Securities) Purchase Agreements 2. Asset Purchase Agreements 3. Merger Agreements (and related plans) and State Merger Statutes C. Key Building Blocks in M&A Agreements Drafting & Negotiation Touchstones 1. Reps & Warranties of Buyers and Sellers 2. Covenants (various, including pre- and post-closing) of Buyers and Sellers; No-Shop/Exclusivity Provisions 3. Conditions Precedent to Closing Pre-Closing Rigor & Closing Checklists 4. Material Adverse Effect and Material Adverse Change ("MAE" and MAC ) Clauses & Definitions (and relationship to bring-down closing conditions) 5. Termination, Survival, Indemnification & Remedies D. Representation & Warranty Insurance in M&A Transactions E. In-Class Drafting Exercise (E) Drafting Key Provisions of M&A Agreements F. Introduction to and Context for H/W Assignment (#6) ASSIGNED READING (Prior to Class 10): Fox Chapter 2 (Section 2:3-2:5 in total), Chapter 6 (Sections 6:4.1, 6:4.4-6:4.6) and Chapter 9 (Section 9:4 in total) Course Materials Book Read Pages and ; Skim Pages , , (Selected Excerpts from ABA Model Stock Purchase Agreement with Commentary) Practical Law Read Avoiding Key Risk Allocation Pitfalls under Commercial Contracts; Acquiring a Business Checklist (Private Company Target); Indemnification Clauses in Private M&A Agreements; and Key Negotiating Points in Private Acquisition Agreements Comparison Chart; Skim Stock Purchase Agreement (Pro-Buyer Long Form); Disclosure Schedules: Mergers and Acquisitions; and Representation and Warranty Insurance for M&A Transactions Additional Course Materials (link on Course TWEN site) The Special Challenges of Training Deal Lawyers (C. Fox) Documents & Forms Supplement (link on Course TWEN site) Skim Sample Contracts Drafting Progression Series folder Stock Purchase Agreement (3 versions); and Selected Public Company Documents & Agreements folder Verizon / MCI Merger Agreement OPTIONAL SUGGESTED READING (Articles of Interest): Additional Course Materials (link on Course TWEN site) Common Mistakes of M&A Practitioners (ABA Business Law Section M&A Committee); and Merger Pacts: Contract Drafting, Cerberus Litigation (K. Adams) Practical Law Confidentiality Agreements: Mergers and Acquisitions (Practice Notes); and Material Adverse Change Provisions: Mergers & Acquisitions (Practice Notes) HOMEWORK ASSIGNMENT H/W Assignment (#6) End of Class 10 by Mr. Conti -viii-

9 11 Buying & Selling Companies and Businesses M&A Agreements Part II (March 29) (Mr. Conti) A. Review of H/W Assignment (#6) with Critiques & Best Drafting Model B. Asset Purchase Agreements (Up Close) Critical Provisions; Key Inflexion Points; Role of Due Diligence and Disclosure Schedules (Revisited); Drafting & Negotiation Tools, Tips and Considerations 1. Purchased Assets; Assumed vs. Excluded Liabilities 2. Working Capital and Purchase Price Adjustments 3. Earn-out, Deferred Consideration & Escrows 4. Special Representations, Warranties & Covenants 5. "No Shop" & Exclusivity Provisions 6. Indemnification Provisions (and Survival Limitations, Escrows, Baskets, Caps, Carve-Outs, Sole Remedy and Other Provisions/Limitations) 7. Termination, Fiduciary Outs, "Break-Up" and Termination fees 8. Signing vs. Closing Considerations, Preparations and Deliverables C. Timetables, Checklists, Closing(s) and Closing Binders D. Practical Law and Other Resources for M&A Deals and Agreements ASSIGNED READING (Prior to Class 11): Fox Chapter 5 (Section 5:2.1) and Chapter 6 (Sections 6:4.2 and 6:4.3) Course Materials Book Pages (Selected Examples of Other Contractual Provisions of Interest); (revisited), , , , , , (Read all Notes, Comments & Discussion, Skim Contractual Provisions) (Excerpts from ABA Model Asset Purchase Agreement with Commentary and Exhibits) Practical Law Read Asset Acquisitions: Overview; Asset Acquisition Checklist; Asset Purchase Agreement Commentary; and Due Diligence for Private Mergers and Acquisitions; Skim Asset Purchase Agreement (Pro-Buyer Long Form); and Due Diligence Request List: Private Mergers & Acquisitions OPTIONAL SUGGESTED READING (Articles of Interest): Additional Course Materials (link on Course TWEN site) Scraping By (J. LcClaire et al.); How to Structure Contingent Purchase Price/Earnout Provisions (F. Tannenbaum); and 2015 Private Target Mergers & Acquisitions Deal Points Study (ABA Business Law Section M&A Committee) Documents & Forms Supplement (link on Course TWEN site) Skim Sample Contracts Drafting Progression Series folder Indemnification & Remedies Provisions (from APA) (2 versions) 12 Advanced (Institutional) Private Equity / Venture Capital Investment (April 5) Agreements, Documents and Transactions Part I (Mr. ) A. Course Review (to date); Review of Previous H/W Assignments, Performance and Faculty Critiques, Pointers & Comments -ix-

10 B. The Market and Need for Private Equity Investments; Dynamics of Venture Capital (VC) and Institutional Equity Investment Transactions; Participants, Perspectives and Deals that Impact Party Goals, Leverage, Terms and Document Drafting and Negotiation C. Anatomy of a VC Transaction; Role, Requirements and Value-Adds of Counsel D. VC Term Sheets & LOIs (Up Close) Key Provisions and Considerations E. Review of Assigned Illustration/Fact Pattern and Proposed Draft Letter of Intent F. Introduction to and Context for H/W Assignment (#7) ASSIGNED READING (Prior to Class 12): Venture Capital Guidebook * Table of Contents, Pages 1-2, 15-32, 35 (after box) - 60, Fox Chapters 3, 4 and 5 (Sections 5:1 and 5:2), Chapter 6 (Section 6:2) and Chapter 9 (Section 9:4.4) (review and reinforce) Course Materials Book Pages (review), (excerpt from Mr. s Venture Capital Guidebook Annex B Glossary of Venture Capital Terms and Jargon) Practical Law Read Startup Venture Finance: Overview; and Preferred Stock: Overview; Skim Preferred Stock in Private Equity Transactions (Practice Notes); and Preferred Stock in Private Equity Transactions: Key Characteristics Chart ASSIGNMENT: Review (and be prepared to discuss and advise and assist with) the Venture Capital Transaction Illustration and Proposed Draft Letter of Intent (to be posted and assigned on the Course TWEN site) HOMEWORK ASSIGNMENT H/W Assignment (#7) End of Class 12 by Mr. 13 Advanced (Institutional) Private Equity / Venture Capital Investment (April 12) Agreements, Documents and Transactions Part II (Mr. ) A. From Term Sheets/LOIs to Definitive Investment Agreements & Documents B. Key Considerations in Drafting and Negotiating VC Agreements & Documents 1. Stock/Securities Purchase Agreement 2. Amended & Restated Charter / Certificate of Designation (authorizing and designating Convertible Preferred Stock) 3. Investor Rights Agreement 4. Voting Agreement; Right of First Refusal and Co-Sale Agreement C. Real World Illustration Continued Review of Assigned Illustration and Proposed Draft Letter of Intent (and the Drafting & Negotiation process) * Mr. will provide a complimentary copy of his book, Venture Capital: A Practical Guidebook for Business Owners, Managers and Advisors (R.R. Donnelley, Fifth Ed. 2011), during the first class on January 11 th. -x-

11 D. Resources for Counsel in Sophisticated Private Equity Capital Transactions E. Discussion regarding Final Class (next week) ASSIGNED READING (Prior to Class 13): Venture Capital Guidebook Pages A-1 - A-29 (Annex A - Illustrative Series A Investment Transaction Term Sheet) Fox Chapter 6 (Sections 6:4.1 and 6:4.7) Course Materials Book Read Pages 2-32 (review and reinforce); Skim Pages (review) Check for additional TWEN postings prior to Class (including selected portions of the NVCA.org website and its Model VC Legal Documents) 14 Class Catch-Up, Wrap-Up, Review & "Take-Aways" (April 19) (Mr. ) A. Open Class Questions & Discussion B. Review of Previous H/W Assignments and Faculty Feedback Themes C. Course Review Keys to Proficient, Skillful and Effective Document Drafting and Transaction Negotiation, Client Advocacy, Value-Add Counseling and Getting the Deal Done D. Case Study Working and Making Sense of the Pieces of the Puzzle and Document Drafting, Negotiation and Execution Challenges over a Corporate Lifespan; Applying Systems Thinking & Functional Integration to Contract Drafting and Negotiation E. Building on the Base The Road to Continued Learning, Improvement and Fulfillment F. Course Wrap-up; Submission of Course Evaluation Form ASSIGNED READING (Prior to Class 14): Check for TWEN postings prior to Class (including the special student Course Evaluation Form) [ A portion of our Class 14 will be devoted to a review and discussion session, and related illustrations, designed following Class input. ] -xi-