1. Raising angel & Venture Capital: Getting Your Legal Ducks in a Row Mark J. Graffagnini Managing Partner Graffagnini+Associates, LLP New Orleans, LA

2. Background Graffagnini+Associates, LLP founded in January 2010 Focus on start-up company and venture capital investor representation over last several years Formerly with Wilson Sonsini Goodrich & Rosati, PC in Palo Alto, CA Formerly with Lemle & Kelleher, LLP in New Orleans, LA Entrepreneur www.maximumgen.com www.cleantechlawandbusiness.com www.nanolabweb.com

3. Overview Early Stage Legal Issues

4. So, now you’re an entrepreneur:choosing the right entity

5. Now you’ve chosen the right entity for you—founders issues

6. Founders’ Issues (cont’d)

7. Founders’ Issues (cont’d) Clean IP Assignments Applies to ALL employees, contractors, etc. and in various agreements Full coverage is beyond scope of this presentation Pay for your stock/interests!! Should be able to document payment and issuance “Fully paid and non-assessable” Mistakes: Case of mistaken identity Poor documentation can lead to disputes Not keeping “cap table” clean

8. What’s a “Cap Table”

9. One Portion of a Complex Cap Table

10. Employee Incentive Plans

11. Employee Incentive Plans (cont’d)

12. Raising Seed Capital:The “Family & Friends” Round

13. Angel & Venture Capital—Deal Documents & Issues

14. Seriously?! What’s this gonna cost me?! Attorney’s fees vary widely Negotiate with your attorney: Value Billing/Start-up packages Hourly rates and lawyers on your file Investor’s counsel fees & caps

15. Seriously?! Why Bother?! My business is good & I have enough to worry about! Correcting mistakes is far more costly Happy employees Happy investors Roadmaps Credibility!!!

16. Conclusion Entrepreneurship is a difficult road, and you have enough to worry about Good documents and corporate practices give you peace of mind View them as a roadmap for administration and successful business Questions?