FOGLER, RUBINOFF LLP The Business Law Firm CHRIS KORESSIS Partner Fogler, Rubinoff LLP or b

FOGLER, RUBINOFF LLP The Business Law Firm  Well Established (since 1928)  55 Lawyers in Toronto  Association with 70 Law Firms  3500 Lawyers in 50 Countries

Raising Capital - a legal perspective Raising Capital - a legal perspective The money is available What you need to know to get it!

Build a Good Team   Pre-April 2000: Idea, Money, People   Now: Idea and Plan, People, Money   Getting top talent boosts your credibility   If you need money to attract talent, it may mean your business is not yet marketable   That’s how it works today Chris Koressis Fogler, Rubinoff LLP

Legal Incentives to Build Team  Shares  Shareholders Agreements  Stock Option Plans  Profit Sharing Plans Chris KoressisFogler, Rubinoff LLP

Legal Strategies  Employment Contracts  Consulting Agreements  Confidentiality and Non-Compete  Board of Directors Chris KoressisFogler, Rubinoff LLP

Advisory Boards “Even more important than a good idea is building or teaming up with a group of executives who have the industry profile and knowledge to offer a high level of comfort to investors”. Globe & Mail, March 5, 2001 Chris KoressisFogler, Rubinoff LLP

Strategies to Build Team & Get $  Letters of Intent with Customers  Strategic Alliances/ Partnerships  Bricks/Clicks: Getting Physical Comfort  Distribution Agreements  Networks - Brainbanx Chris KoressisFogler, Rubinoff LLP

Securities Law  November 30, 2001  Exempt Distributions  Disclosure Documentation Simplified  me for summary: Chris KoressisFogler, Rubinoff LLP

Mergers and Acquisitions “Survival, perhaps, might even mean being merged or acquired by a company that has been lucky enough to raise funding” Globe & Mail March 5, 2001  Economies of Scale  Increased Valuation Chris KoressisFogler, Rubinoff LLP

Keep it Simple  Simple Corporate Structure  Not Holding Company in Cayman Islands  Not R&D in foreign jurisdictions  Get Tax Savings Advice Fogler, Rubinoff LLPChris Koressis

Disclosing your Business Plan  Non-Disclosure Agreements  Notices on Business Plans  Good Ideas are Easy  Good Implementation is Hard Fogler, Rubinoff LLPChris Koressis

First Contact: Be Brief  Short - No attachment  Capture their Attention and Imagination  Think about Strategic Investors  What Company will profit by your Success  What Company will be Cannibalized Fogler, Rubinoff LLPChris Koressis

The Business Plan  20 page business plan  Spend a lot of time on exec. Summary  80/20 rule  Don’t get obsessive with the #’s  VCs know financial projections speculative Fogler, Rubinoff LLPChris Koressis

Acknowledge/Create an Enemy  If you say you have no competition (i) No market, or (ii) You are Clueless(i) No market, or (ii) You are Clueless  Competition legitimizes the market  How will you beat the competition?  What’s your advantage?  How will you tilt the playing field? Fogler, Rubinoff LLPChris Koressis

Look for Value -but eat when served  Get $ from VCs that give you added value  Access to contacts, introductions to customers, partners, etc.  Don’t fight dilution - 40% of $10M > 100% of Nil Fogler, Rubinoff LLPChris Koressis

FOGLER, RUBINOFF LLP The Business Law Firm CHRIS KORESSIS Partner Fogler, Rubinoff LLP or b