Contents:

CHAPTER 1 Introduction to Series A Financing: Glossary of Terms 1.01 Introduction to Venture Capital 1.02 Glossary of Terms CHAPTER 2 Model Term Sheets 2.01 The Term Sheet [1] Model Term Sheet: Series A Preferred Stock [2] Model Exclusive Dealing Provisions [3] Model Term Sheet: Series B Preferred Stock [4] Binding Obligations Inadvertently Created by the Term Sheet [5] No Such Thing as Boilerplate 2.02 Counsel's Conflicting Roles in Drafting Term Sheets 2.03 “Play or Pay” [1] The Return of “Play or Pay” [2] Dealing with the Holdout Who Won't Pay or Play [3] The Benchmark Case 2.04 Terms: The Economic and Practical Impact [1] Valuation [2] Savage Terms [3] Dilution 2.05 Valuation: Model Resolutions of Special Meeting of the Board of Directors Establishing Fair Market 2.06 Piercing the Corporate Veil CHAPTER 3 Series A Round Definitive Documents 3.01 Model Stock Purchase Agreement [1] Representation and Warranties [2] Material Adverse Change [3] Environmental Representations [4] Covenants [5] Time Limits [6] Baskets and Thresholds [7] Credit for Tax Benefits [8] Hart-Scott-Rodino [9] Schedule of Exceptions [10] Disclosure Schedule [11] An Efficient Solution for Multiple Clos-ings 3.01A Stock Purchase Agreement (Series A) — Biotech 3.01B Preferred Stock Purchase Agreement (Short Form) 3.01C Term Sheet: Series A Preferred Stock 3.02 Model Subscription Agreement, Convertible Preferred Stock [1] Subscription Agreement [2] Subordinated Convertible Promissory Note 3.03 Model Stockholders Agreement [1] Controlling Shareholder and/or Director Liability [2] Model First Refusal Agreement [3] Limiting Rights of First Refusal and Information Rights to “Major Investors” 3.04 Model Common Stock Warrant [1] Warrant Antidilution in Case of a Down-Round 3.05 Model Registration Rights Agreement [1] Terms of Registration Rights Agreement [2] Expenses [3] Rule 415 “Shelf” Registrations [4] Indemnification for Secondary Offerings [5] Lockups 3.05A Registration Rights Agreement (Short Form) 3.06 Sample Opinion of Issuer's Counsel [1] Note on Opinion of is-suer's Counsel 3.07 Series A Convertible Preferred: Model Certificate of Designation [1] Preferred Dividend PIK Feature [2] Participating Preferred and Variations [3] Conversion Rights [4] Exception to Definition of Dilutive Issuance [5] Full Ratchet and Weighted Average [6] Internal Revenue Code 305 [7] Exploding Preferred, Redeemable at the Option of the Holder [8] Broad-Based Weighted Average 3.07A Confidentiality Agreement (Short Form) 3.07B Non-Disclosure Agreements [1] Non-Disclosure Agreements in Venture Capital Transactions [2] Non-Disclosure Agreement: Venture Capital Fund and Prospective Portfolio Investment [3] Model Non-Disclosure Agreement (Alternate Form) 3.08 Full-Ratchet, Weighted Average, Broad-Based Calculations [1] Weighted Average Anti-Dilution [2] Narrow-Based v. Broad-Based Weighted Average Anti-Dilution 3.09 Due Diligence Checklist CHAPTER 3A General Partner Issues and Documentation 3A.01 General Partner: LLC Agreement 3A.02 Model LLC Agreement for Advisers Fund 3A.03 The General Partnership Vehicle as an LLC 3A.04 Placement Fees as Organizational Expenses CHAPTER 4 Fiduciary Duties of Controlling Shareholders in Down Rounds 4.01 Introduction to Down-Rounds [1] Common Down-Round Characteristics [2] Legal Structures for Implementing Down-Rounds [3] Liability Issues in Down-Rounds [4] Down-Rounds: Exhibit A [5] Down-Rounds: Exhibit B— Anti-Dilution Rights [6] Down-Rounds: Exhibit C—Bridge Financing Term Sheet (Convertible Note with Warrant)s 4.02 Venture Financing and the Concept of Fiduciary Duty 4.03 The Burnout Transaction Illustrated 4.04 Multiple Series of Securities 4.05 Fiduciary Duty in Corporate Governance: Public Corporations [1] Competitive Bids [2] Fairness Opinions [3] The Special Committee of Disinterested Directors 4.06 Fiduciary Duty in the Close Corporation Context [1] The Incorporated Partnership Theory [2] The Balancing Approach Business Purpose vs. Reasonable Expectations [3] Focus on Wrongful or Oppressive Conduct [4] Duty of Care —Analysis of Delaware Law in re Walt Disney [5] Director Liability After Disney [6] Disney: Decision on the Merits 4.07 Dilutive Recapitalization [1] Business Exigency Defense [2] Offers to Participate as a Defense [3] Special Committee [4] Fairness Opinions [5] Cases Considering Motive: The Primary Purpose Test [6] Price Adequacy [7] Academic Views 4.08 Defenses to Burn Out: “Up the Ladder” Warrants 4.09 Six Rules for VC Backed Directors of Portfolio Companies 4.10 Side Letters and Special Treatment of LP's: Problems and Commentary CHAPTER 5 The Placement Memorandum 5.01 Preparation and Content of the Placement Memorandum 5.02 Model Placement Memorandum (Series A Round) [1] Risk Factors [2] “Bespeaks Caution” Doctrine [3] Private Securities Litigation Reform Act [4] Adjusted Statements and Projections [5] Business Disclosures: Suggested Areas to Cover [6] Impact on Valuation Issues [7] Ten Tips to Magnetize the Business Plan 5.03 Model Placement Agent Agreement [1] Placement Agents [2] Referral Letter Agreement [3] Placement Agents v. Finders CHAPTER 6 Anti-Dilution Issues 6.01 Historical Background of Venture Capital Finance 6.02 The Death Spiral or the Infinite Regress [1] Series A Financing [2] Series B Financing [3] Series C Financing [4] Series D Financing [5] The Solution 6.03 Conclusion CHAPTER 7 Survey of Value of Deal Terms to Venture Capitalists 7.01 Introduction to the Survey [1] Survey Methodology [2] Overview [3] Venture Capital Glossary 7.02 Survey Design 7.03 Survey Results [1] Background Questions [2] Consideration Questions [3] Protection of the VC's Interest [4] Commentary on the Results 7.04 Conclusion 7.05 Industry Standard Deal Terms for Private Equity and Venture Capital 7.06 MultiMarket Venture Capital Survey Data Q4 2003 [1] Findings [2] Contents 7.07 Multimarket Venture Capital Survey Data Q4 2004 [1] Overall Findings [2] Contents of Survey by Region 7.08 Multimarket Venture Capital Survey Data Q2 2005 [1] Overall Findings [2] Contents of Survey by Region 7.09 Multimarket Venture Capital Survey Data Q3 2005 [1] Findings [2] Contents 7.10 Multimarket Venture Capital Survey Data Q4 2005 [1] Findings [2] Contents 7.11 Trends in Terms of Venture Financings In the San Francisco Bay Area Q4 2006 CHAPTER 8 Anatomy of a Cram Down: Selected Documents From a Series AA Financing 8.01 Anatomy of a Round Cramming Down the Prior Series of Preferred 8.02 Closing Agenda 8.03 Consent of the Board of Directors 8.04 Consent of the Stockholders 8.05 Waiver of Anti-Dilution Adjustment 8.06 [Fifth] Amended and Restated Certificate of Incorporation 8.07 Series AA Preferred Stock Purchase and Exchange Agreement 8.08 [Fifth] Amended and Restated Stockholders Agreement 8.09 Amended and Restated Registration Rights Agreement 8.10 Certificate of the Secretary 8.11 Compliance Certificate 8.12 Transmittal Letter 8.13 Joinder Agreement to the Series AA Preferred Stock Purchase and Exchange Agreement 8.14 Joinder Agreement to [Fifth] Amended and Restated Stockholders Agreement 8.15 Joinder Agreement to the Amended and Restated Registration Rights Agreement 8.16 [Sixth] Amended and Restated Certificate of Incorporation 8.17 Alternative Term Sheet B Round (Cram Down Features) 8.18 Term Sheet, E Round: Selected Clauses Specific to Cram Downs 8.19 Benchmark Capital v. CIBC: Parent Subsidiary Merger Enables a 'Cram Down' Despite An Ostensible Veto CHAPTER 9 Revising Expectations: The Future of Venture Capital and Entrepreneurship 9.01 Introduction 9.02 The New World [1] Competition [2] Market Opportunities [3] Returns [4] Valuations [5] Talent 9.03 Challenges for the Future [1] Big Funds [2] Corporate Investors [3] Angel Investors [4] Boutique Funds 9.04 Resetting Expectations [1] On the Investor Side [2] On the Entrepreneur Side [3] Exits 9.05 Opportunities Index

Reviews

“If you have a desire to understand from top to bottom the terms of a private equity transaction and why each term/clause/section is negotiated in or out of a deal, then you should purchase this book. In short, it is an excellent desk companion for any private equity professional.” —Paul J. Marino, Visionaries: The Young Venture Capital Society Newsletter