FOGLER RUBINOFF LLP The Business Law Firm CHRIS

FOGLER, RUBINOFF LLP The Business Law Firm CHRIS KORESSIS Partner Fogler, Rubinoff LLP 416. 941. 8807 or 416. 720. 1624 ckoressis@foglerubinoff. com b http: //www. foglerubinoff. com/lawyers/ck. htm

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

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

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

Legal Incentives to Build Team b Shares b Shareholders Agreements b Stock Option Plans b Profit Sharing Plans Chris Koressis Fogler, Rubinoff LLP

Legal Strategies b Employment Contracts b Consulting Agreements b Confidentiality and Non-Compete b Board of Directors Chris Koressis Fogler, 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 Koressis Fogler, Rubinoff LLP

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

Securities Law b November 30, 2001 b Exempt Distributions b Disclosure Documentation Simplified b Email me for summary: ckoressis@foglerubinoff. com Chris Koressis Fogler, 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 b Economies of Scale b Increased Valuation Chris Koressis Fogler, Rubinoff LLP

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

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

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

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

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

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

FOGLER, RUBINOFF LLP The Business Law Firm CHRIS KORESSIS Partner Fogler, Rubinoff LLP 416. 941. 8807 or 416. 720. 1624 ckoressis@foglerubinoff. com b http: //www. foglerubinoff. com/lawyers/ck. htm