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Deal Sheet

Recent Transactional Matters: 

Representation of client (Seller) of a real estate investment company in the creation of a multi-party JV agreement for the purchase of residential property, construction renovations, and contemplated market placements, negotiated key terms including equity allocations, conducted due diligence formation of requests and related analysis. Result: Ongoing. 

Representation client (Seller) of a paper supply and delivery company, in the acquisition by buyer as part of buyer’s roll-up strategy, negotiated agreement key terms, assisted in valuation analysis and earn-out terms, managed due diligence campaign including request lists and responses. Result: Ongoing. 

Representation of client (Seller) of a restaurant and nightlife business in drafting and negotiating Stock Purchase Agreement, formulating reps and warranties, conducting due diligence requests and responses, liquor license application review, seller’s resolution, and drafting and filing Amended Certificate of Incorporation with Preferred Stock tranche adjusting equity allocation. Result: Ongoing. 

 

Representation client (Seller) of a cannabis company as general counsel for its formation and CAURD registration, conducting associated in-state statutory merger process for LLC to C-Corp conversion, drafted and negotiated equity and profit allocations, drafted corporate bylaws, board resolutions, due diligence requests and responses, and license application filing. Result: Ongoing 

Representation of cross-border South American casino acquisition with digital “betting” website component by an US citizen, negotiating key terms agreement LOI, analyzing US licensing implications and conducting due diligence requests and responses. Result: Ongoing 

 

Representation of a US-based nutraceutical company in creation of three-party JV for the acquisition of proprietary ingredient formula, integrated third-party testing program, with additional share-purchase option provisions, conducting due diligence requests and responses. Result: Ongoing 

 

Representation of a US-based medical device company developing proprietary technology for organ-transplant extension applications, negotiation of multi-party equity allocations, management rights, negotiating key terms agreement, conducting due diligence requests and responses. Result: Ongoing. 

Representation of US-based high-speed rail company in convertible note financing round and Series A activity, coordination of corporate governance including Bylaws and Board Resolutions, oversight of third-party strategic partnership MOU/LOI strategies. Result: Ongoing 

Notable Transactions: 

Representation of investment bank board of directors in partnership dispute issue relating to c-suite executive termination and compensation package payout dispute. Result: Successfully resolved. 

 

Representation of an architect-seller (Buyer) in the negotiation of a Stock Purchase Agreement, negotiated key terms and secured a price of $1.9M, drafted custom rep and warranties covenants, drafted associated promissory note guaranty and renegotiated related employment agreement terms and covenants. Result: Successful transaction. 

 

Representation of Doctor (Buyer) in Unit Purchase Agreement for LLC entity affiliated with major medical office franchise company, conducted due diligence requests and responses, coordinated review and analysis of key negotiated terms, reviewed Operating Agreement, Offering Memorandum, and “Lender update” financial document analysis. Result: Successful transaction. 

 

Representation of premier New York construction-supply company in the creation of its due diligence report necessary for its 33’Act related financial investment activity compliance, including litigation, ip review, and corporate records review, completed the filing of its biennial statement, and identified and executed additional necessary corporate governance and administrative maintenance tasks to ensure due diligence compliance. 

Representation of brick and mortar Accounting firm (Seller) in two post-Asset Sale Agreement business disputes in an American Arbitration Association and associated Supreme Court litigation proceedings, renegotiated business purchase price terms, drafted and negotiated settlement agreement with payment schedules. Result: Successful settlements. 

 

Representation of an Asset Management company Chief Information Officer and Board Director (Buyer) as outside counsel for its corporate due diligence review as part of a renegotiation of equity and profit allocations, prepared legal memorandum with recommended changes to its corporate governance documentation in support of client’s proposed restructuring. Result: Successful transaction. 

 

Representation of client (Buyer) in its investment into a Professional Employer Organization entity (PEO)(Seller), negotiated Unit Purchase Agreement key terms, conducted reps and warranties due diligence, analyzed material risk disclosures statements, and analyzed its amended and restated operating agreement. Result: Successful transaction. 

 

Representation of client (Buyer) in digital outdoor advertising company (Seller) investment, negotiated convertible note SAFE agreement terms, coordinated the completion of the investor questionnaire, conducted reps and warranties due diligence. Result: Successful transaction. 

 

Representation of client (Buyer) in Asset Purchase Agreement sale for restaurant (Seller), drafted and negotiated key terms, drafted Bill of Sale, reps and warranties, restrictive covenants, bulk sales notice, closing checklists, confession of judgment, escrow agreements, re-assignment of lease, indemnification agreements for buyer and seller, promissory note guaranty, general security agreement boilerplate, seller resolution, buyer resolution, UCC-1 filing and schedule, and stock pledge and escrow agreement. Result: Successful transaction. 

 

Representation of client (Seller) in Asset Purchase Agreement sale for nightclub establishment (Buyer), drafted and negotiated key terms, drafted liquor license corporate change of ownership application, drafted Bill of Sale, reps and warranties, restrictive covenants, bulk sales notice, closing checklists, confession of judgment, escrow agreements, re-assignment of lease, indemnification agreements for buyer and seller, promissory note guaranty, general security agreement boilerplate, seller’s resolution, buyer’s resolution, UCC-1 filing and schedule, and stock pledge and escrow agreement. Result: Successful transaction. 

 

Representation of Luxury Hair Salon (Seller) in Asset Purchase Agreement sale to Buyer, drafted and negotiated key terms LOI, negotiated key reps and warranties and restrictive covenant provisions, promissory note, security agreement, escrow agreement, disclosure of claims/liens/security interests, disclosure of licenses/permits, closing checklists, re-assignment of lease, seller’s resolution, and conducted due diligence requests and responses. Result: Successful transaction. 

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