For the attendees of The Capital Network's Venture Fast Track Fundraising Bootcamp | 6.19.18

1. The Emerging Companies Group helps early stage companies realize value from innovation.
In today’s world, entrepreneurship is revolutionizing how people live, work and communicate.
Rapidly growing companies driving technological change require flexible and creative partners
to help optimize opportunities for success. Entrepreneurs and early stage investors rely
on Nutter to provide critical business perspective and legal advice to navigate the difficult
waters of starting high-growth businesses.
Nutter clearly understands the inherent risks for emerging companies, so our seasoned team
of attorneys brings clients the highest level of confidence as it provides the strategic legal
counsel, contacts and expertise that leads to success. Our business and intellectual property
lawyers are experienced on all sides of the complex issues that emerging companies are likely
to encounter.
Our business attorneys have deep knowledge in all areas impacting emerging companies
including licensing, distribution, e-business, venture capital, and strategic partnering. In
addition, our intellectual property lawyers provide the legal and scientific depth necessary to
secure and defend the patents, trademarks, and other rights that are essential to the future of
emerging companies, regardless of the technological sphere.
155 Seaport Blvd / Boston, MA 02210 / 617.439.2000 / nutter.com
EMERGING COMPANIES AND ENTREPRENEURSHIP
As a full service firm with a dedicated team of lawyers in the Emerging Companies Group, Nutter
supports ventures across the innovation economy:
• Medical Devices
• Pharmaceuticals
• Life Sciences
• Software
• Hardware
• Information Technology
• Cleantech
• Mobile
• Consumer Products
• Analytics
• New Media
• Robotics
• Financial Technology
• Education Technology
As leaders in Boston’s innovation and startup community, our attorneys have a pulse on emerging
businesses through their involvement with a variety of organizations. Members of our team serve
on the Board of Directors and Partners Committee for The Capital Network, which provides
fundraising education for startups. Our attorneys also serve as mentors, guest speakers, and
judges for startup accelerators and early-stage investment firms including MassChallenge,
LearnLaunch, and GoldenSeeds, among others.

2. 155 Seaport Blvd / Boston, MA 02210 / 617.439.2000 / nutter.com
ABOUT NUTTER
Nutter is a Boston-based law firm that provides legal counsel to industry-leading companies, early
stage entrepreneurs, institutions, foundations, and families, across the country and around the world.
The firm’s lawyers are known for their client-centric approach and extensive experience in business and
finance, intellectual property, litigation, real estate and land use, labor and employment, tax, and trusts
and estates. Founded in 1879, Nutter is dedicated to helping companies prosper in today’s competitive
business environment.
REPRESENTATIVE MATTERS
• Advised Zagster, Inc., the nation’s leading provider of modern, flexible bike share services,
in securing $15 million in growth capital.
• Represented Kombrewcha (the first alcoholic Kombucha) in its sale to a strategic acquirer.
• Advised Wandering Bear Coffee, a cold brew coffee maker, in its recently completed
$8 million Series A equity round of financing.
• Represented McCarthy Capital, a private equity investment firm, when it led a recapitalization and
growth equity investment in Seven10 Storage Software, LLC to further accelerate growth.
• Advised Deep River Snacks, makers of premium better-for-you snacks based in Connecticut, in
its sale to Arca Continental, the second-largest Coca-Cola bottler in Latin America and parent
company of Wise Snacks, Bokados, and Inalecsa. Nutter had been long time general counsel to
Deep River Snacks, and had advised the company in its ongoing commercial dealings, intellectual
property matters, and its venture capital transactions.
• Represented Netra, Inc., a leader in Visual Intelligence and Search, when it closed $1.85 million in
Series Seed financing led by Launchpad Venture Group and NXT Ventures with participation from
Zelkova Ventures, Mark Cuban, Berwind LLC, and other prominent angels.
WILLIAM J. BERNAT
PARTNER
wbernat@nutter.com
JEREMY HALPERN
PARTNER
jhalpern@nutter.com
INDUSTRY CO-CHAIRS
EMERGING COMPANIES AND ENTREPRENEURSHIP
We provide entrepreneurs with the full spectrum of support that they need to build their businesses
and realize their visions:
• Entity Formation
• Founders Agreements
• Financing Strategy and
Key Introductions
• Angel and Venture Capital
• Debt Financing
• Private Equity
• Initial Public Offerings
• Private Placements
• Strategic Partnering
• Mergers and Acquisitions
• IP Strategy
• Patent and Trademark
Strategy and Prosecution
• Employment Support
• Equity Compensation
• Tax Strategy
• Litigation
• Licensing
• Distribution
• Manufacturing
• Supply Agreements
• Electronic Commerce

3. We are a law firm where highly-seasoned attorneys bring service to you in a personal and
uncomplicated way. Our focus is on expertise, not legalese, and every part of our service
is designed to meet your individual needs while delivering the best possible outcome. This
is the Nutter Experience, and in a world where one law firm can seem like the next, we
believe that we truly stand out. We look forward to working with you.
155 Seaport Blvd / Boston, MA 02210 / 617.439.2000 / nutter.com
WELCOME TO NUTTER
WHY NUTTER
Clients tell us they choose Nutter so they can partner with lawyers who take a client-centric approach to
solving their complex legal challenges. Nutter is a nationally-ranked law firm that is just as interested in
your business as you are, and we accomplish this by remaining true to four guiding principles:
• Put integrity first by relentlessly upholding the highest standards at all times and at every
touchpoint with all attorneys
• Offer expertise across the board through an array of practice areas staffed with experienced
attorneys with proven success
• Provide clients with a personalized approach while being mindful of and most efficient with time,
ensuring high-value service delivery
• Dig deep to understand the context of a client’s business to better accommodate risk tolerance
and other nuances of potential outcomes
EXPERTISE THAT GETS NOTICED
Our commitment to building a culture of legal excellence has led to top industry accolades, including:
Chambers USA: America’s Leading
Lawyers for Business recognized Nutter
for excellence in providing legal services
to its clients in numerous practice areas.
The firm was selected as a state leader in
the categories of Banking & Finance:
Corporate & Regulatory, Environment, Labor
& Employment, Litigation, and Real Estate.
U.S. News & World Report/Best Lawyers
selected Nutter as a top national firm in
2018 “Best Law Firms” survey.
MARKET-LEADING CLIENTS AND INDUSTRY EXPERTISE
From our headquarters in Boston’s Innovation District, we represent global, national and regional
companies and organizations. Our roster of clients includes market-leading corporations and financial
institutions, research universities, emerging companies, investors, developers, foundations and families.
Our expertise resides across a broad range of industries, including:
• Banking and Financial Services
• Education and Nonprofits
• Emerging Companies
• Energy
• Food and Beverage
• Government Agencies and
Municipalities
• Health Care
• Life Sciences
• Manufacturing
• Medical Devices
• Pharmaceuticals
• Philanthropy
• Private Equity and
Venture Capital
• Private Wealth
• Real Estate
• Retail and
Consumer Products
• Software
• Technology

4. 155 Seaport Blvd / Boston, MA 02210 / 617.439.2000 / nutter.com
COMMITMENT TO DIVERSITY AND INCLUSION
We strive to ensure that traditionally underrepresented groups work at every level of our firm, which has
gone a long way toward advancing our position to build an inclusive legal community, reflective of the
diverse populations that we all serve.
Nutter's efforts are led by its Diversity and Inclusion Committee, whose focus includes the following:
• Setting firm-wide expectations
for an inclusive culture
• Supporting recruitment and
retention efforts that focus on
traditionally underrepresented
groups
• Learning from and applying
best practices of other
institutions and industries
• Measuring the firm’s
successes and shortcomings
• Challenging the status quo
when necessary
• Communicating the firm’s
mission, the action it requires,
and the success it promises
Our current activities continue Nutter’s commitment to recruiting and retaining talented and qualified
people, regardless of race, gender, color, age, disability, religion, ancestry, sexual orientation, national
origin, or marital or parental status.
COMMITMENT TO COMMUNITY AND PRO BONO
At Nutter, we are committed to social justice and progressive social causes. We are proud to be a
founding member and challenge participant in the Pro Bono Institute’s Law Firm Pro Bono Challenge.
Law firms that become Signatories to the Challenge acknowledge their institutional, firm-wide
commitment to provide legal services to low income and disadvantaged individuals and families and
non-profit groups. Each year, Nutter proudly honors its commitment to spend three percent of the
firm’s paying client billable hours on pro bono work. Recent projects include our initiative with Dell EMC
to take on cases for Kids in Need of Defense (KIND), and our work with the Civil Appeals Clinic's Pro
Bono Program. Nutter attorneys also engage in a wide variety of civic, charitable, educational, social,
and political efforts in the communities in which they live and work. They hold leadership roles in scores
of non-profit organizations both locally and across the United States.
WELCOME TO NUTTER
A PROUD LEGACY
Nutter’s vision of professional excellence and dedicated
client service has guided the firm since its co-founding in
1879 by Louis D. Brandeis, who went on to become one
of the most influential justices to serve on the United
States Supreme Court. The legacy of Brandeis—his deep
commitment to clients, to pro bono service and the creation
of a just society—continues as a source of pride and
inspiration for us today.

5. www.nutter.com
Jeremy Halpern
Co-Chair, Emerging Companies Group; Co-Lead, Food and Beverage
Group
T 617.439.2943 F 617.310.9943 E jhalpern@nutter.com
155 Seaport Blvd, Boston, MA 02210
Practices
Corporate and Transactions
Emerging Companies
Venture Capital and Angel
Financing
Industries
Emerging Companies and
Entrepreneurship
Food and Beverage
Information and Technology
Life Sciences and Medical
Devices
Education
University of California, Los
Angeles, J.D.
University of California,
Berkeley, B.A., summa cum
laude, Phi Beta Kappa
Admissions
Massachusetts
California
Jeremy Halpern is a partner and co-chairs Nutter’s Emerging Companies Group.
Jeremy also co-leads the firm’s Food and Beverage group. Jeremy’s practice
focuses on emerging companies, private equity, venture capital and angel financing
transactions, mergers and acquisitions, commercial transactions, executive and
team compensation matters, and general start-up support for high growth
companies in technology, life sciences, and the food and beverage industry.
Concurrently, Jeremy is a member of the board of The Capital Network, a Boston-
based nonprofit serving entrepreneurs seeking high growth capital, serves on the
Advisory Board and the Executive Education Committee of the MBI Health
Program, and on the Advisory Board of Pintley, a MassChallenge 2011 finalist
company providing marketing solutions to the craft brewers and bars, and The
Bowdoin Group, a premier executive recruitment firm. He continues to serve as a
mentor at MassChallenge and LearnLaunch, an expert advisor at the Innovation
Hub at Brigham and Women’s Hospital, and as a speaker, reviewer, judge, or
mentor for MIT HackingMedicine, HackingPediatrics, the Mass Tech Transfer
Center, the Mass Life Science Center, M2D2, BranchFood, Startup Institute, and
the UCLA/Harvard Food Law and Policy Conference.
Previously, Jeremy served as the Managing Director of Edible Ventures, an angel
group investing in food and beverage brands, and on the Board and Investment
Committee of MassVentures, an early stage venture capital fund geared toward
technology companies in Massachusetts. Jeremy taught entrepreneurial leadership
at Tufts University for nine years and co-founded a company in the mobile
technology synchronization space.
Bio information at:
LinkedIn
The Capital Network

6. www.nutter.com
William J. Bernat
Co-Chair, Emerging Companies Group
T 617.439.2713 F 617.310.9713 E wbernat@nutter.com
155 Seaport Blvd, Boston, MA 02210
Practices
Commercial and Real Estate
Finance
Corporate and Transactions
Emerging Companies
Mergers and Acquisitions
Private Equity
Venture Capital and Angel
Financing
Industries
Emerging Companies and
Entrepreneurship
Food and Beverage
Information and Technology
Life Sciences and Medical
Devices
Education
Suffolk University Law
School, J.D., magna cum
laude
Providence College, B.A.,
summa cum laude
Admissions
Massachusetts
William J. Bernat is a partner in Nutter’s Corporate and Transactions Department
and co-chairs the firm's Emerging Companies Group. He is a member of the firm’s
Commercial and Real Estate Finance practice group. Clients routinely rely on Will to
help them navigate through private equity, venture capital, and angel financing
transactions, as well as mergers and acquisitions, commercial lending transactions,
and other corporate governance issues.
Tech, life sciences, consumer/retail, and food & beverage companies look to Will for
assistance throughout their entire lifespans, from initial planning and formation to
operations and exit, including formulating the strategy to realize their business goals
and to build the foundation necessary to secure third party investment. Investors in
emerging growth companies seek Will’s counsel when structuring their financing
transactions. Will has counseled clients in angel and venture backed financings
representing an aggregate of over $100 million in investment in local early stage
companies.
Banks and other financial institutions rely on Will’s expertise when structuring asset-
based and other commercial lending transactions with both emerging and
entrepreneurial companies and more mature borrowers. Will has guided both
lenders and borrowers through transactions representing aggregate commitments
in excess of $1 billion.
Notable Experience and Client Impact
General Corporate/Emerging Companies
■ Serve as transactional and corporate counsel to an artwork rental and rotation
startup on multiple financing rounds
■ Act as corporate counsel for a leading sunglasses producer in the United States,
including store-within-store partnerships
■ Play a key role in expanding the original fantasy sports-game retailer beyond
board-game enthusiasts to online and mobile users through joint ventures and
co-promotion arrangements with sports media outlets and developers

7. www.nutter.com
■ Act as corporate and fundraising counsel for a bike sharing company that serves leading university and business
campuses, resorts, and residential communities
■ Serve as corporate and fundraising counsel to an all-natural snack food company, protein-based beer company,
and organic fitness beverage company
■ Advise a nationally recognized full-service mobile app development company in multiple transactions
M&A
■ Advise on $40 million joint venture between a photoelectric sheeting company and a commercial solar panel
producer
■ Represent a co-working space provider, including multiple partnerships and joint ventures with a national retailer
■ Advise on the sale of a privately-held wide format digital printing company to a strategic buyer
■ Provide counsel on the acquisition of a medical device coating and surface treatment business by a private
biomedical company for a combination of cash and equity
■ Advise on the acquisition of a UK-based asset management risk model business by a privately-held strategic
buyer
■ Advise on the sale of a venture-backed digital photography asset management software company to a privately-
held strategic buyer
■ Provide counsel on the sale of a dietary supplement and pharmaceuticals business to a privately-held strategic
buyer
■ Advise on the sale of an educational research, marketing, and branding business to a publicly traded media and
marketing company
■ Advise on the acquisition of Golf Digest-rated “Best Places to Play” golf course on Cape Cod by private buyers
Commercial Finance
■ Represent syndicate of five of the largest U.S. banks in connection with $500+ million loan facility to diversified
real estate investment/CMBS, multi-family mortgage and LIHTC syndication company
A leader in Boston’s innovation and startup community, Will serves on the partners’ committee of, and is a frequent
lecturer and panel member at, The Capital Network, a nonprofit organization that brings together Boston’s largest
active community of investors and startup experts to provide practical, hands-on education and personalized
mentoring to young entrepreneurs to help them navigate the fundraising process. In addition, Will serves as a mentor
and holds regular office hours at MassChallenge, a startup accelerator, and Golden Seeds, one of the nation’s most
active early-stage investment firms.
Will frequently serves as a lecturer and guest speaker at the MIT Enterprise Forum, the Babson Entrepreneurship
Forum, and Massachusetts Continuing Legal Education, where he presents on topics such as the fundamentals of
term sheets and capitalization tables, and general corporate finance and formation issues.
William J. Bernat

8. INSIGHTS
Jeremy Halpern is a partner and the
Director of Business Development for
the Emerging Companies Group at
Nutter. Jeremy’s practice focuses on
emerging companies, private equity,
venture capital and angel financing
transactions, mergers and acquisitions,
executive and team compensation
matters, and general start-up support.
Serving as the firm’s entrepreneur-
in-residence, Jeremy works with
companies, investors, and executives
in technology, life sciences and the
food and beverage industry.
Nutter is a top-tier, Boston-based law
firm that provides legal counsel to
industry-leading companies, early stage
entrepreneurs, institutions, foundations,
and families, across the country and
around the world. The firm’s lawyers are
known for their client-centric approach
and extensive experience in business
and finance, intellectual property,
litigation, real estate and land use, labor
and employment, tax, and trusts and
estates. Co-founded in 1879 by Louis D.
Brandeis, who later became a renowned
justice of the U.S. Supreme Court, Nutter
is dedicated to helping companies
prosper in today’s fast-paced business
environment.
This update is for information purposes only and should not be construed as legal advice on any specific facts or circumstances.
Under the rules of the Supreme Judicial Court of Massachusetts, this material may be considered as advertising. Copyright © 2017
Nutter McClennen & Fish LLP. All rights reserved.
PARTNER
Emerging Companies
617.439.2943
jhalpern@nutter.com
PRESS CONTACT:
Heather Merton
Senior Communications Manager
617.439.2166
hmerton@nutter.com
Jeremy Halpern
Innovation to Funding:
What Startups Need to Know
WHAT FACTORS SHOULD STARTUPS EMPHASIZE WHEN TOUTING THEIR COMPETITIVE
ADVANTAGE?
JEREMY HALPERN: Educating investors and customers on where your particular solution fits
within the competitive landscape helps to shine a light on its intrinsic potential and value.
Startups should be able to answer questions such as: how is the solution better, faster or
cheaper than existing solutions? It’s important to remember that “different” doesn’t
automatically equal better, so the ability to quantify the value proposition is powerful. Startups
should use data to support the premise that there is a clear market need and that their
solution is meaningful to the relevant parties—that it will increase revenue, drive customer
acquisition, lower costs, decrease risk, or provide better outcomes compared to current options.
WHAT ADDITIONAL CONSIDERATIONS MUST LIFE SCIENCES STARTUPS WEIGH?
JH: Like most high growth companies, life science entrepreneurs need cutting edge
innovation supported by strong intellectual property rights to commercialize their products
and services. However, unlike many other kinds of startups, life science companies cannot
just build products that improve the outcomes for end-user patients, but must also satisfy the
competing priorities of care providers and payors, all while complying with a strict regulatory
regime. Additionally, early in their development pathway, many life science companies will
require complex strategic relationships with distributors or co-developers in order to achieve
their goals.
WHAT ARE THE ELEMENTS OF A SUCCESSFUL PITCH?
JH: There are three key pieces to any successful pitch. The first is the advance planning,
thinking, and preparation that goes into a presentation. This involves identifying and testing
the 50 to 150 hypothesis that make up the business plan. The second is to remember that the
entrepreneur (not a deck or a summary or a document), is the pitch—the materials are just
visual aids for telling a story. This means that the entrepreneur needs to be impressive and
practiced in the delivery of the pitch. Rehearsal is key—it will help to hone the delivery and
refine the story so that only the strongest, most essential points make the final cut.
Third, the pitch is the beginning of a relationship with a potential investor. It needs to be
inspiring, enticing and to motivate investors to lean-in: to want to know more about both the
entrepreneur and the business. It has to have the right combination of credibility and
authenticity while at the same time showing the opportunity for outsized returns and for
making a market impact. This is akin to saying, “there is a huge unmet need, and we, tiny
startup that we are, are going to solve it, and here’s how.” And the pitch needs to do all this
while addressing and alleviating the fear and cynicism of professional investors about the
risks of every startup business.
“The pitch is the beginning of a relationship with a potential investor.
It needs to be inspiring, enticing and to motivate investors to lean-in.”

9. William J. Bernat is a partner in
the Corporate and Transactions
Department and a member of the
firm’s Emerging Companies and
Commercial Finance practice groups.
His practice is focused on private equity,
venture capital and angel financing
transactions, mergers and acquisitions,
and corporate governance issues.
PARTNER
Co-chair, Emerging Companies
617.439.2713
wbernat@nutter.com
PRESS CONTACT:
Heather Merton
Senior Communications Manager
617.439.2166
hmerton@nutter.com
William J. Bernat
WHAT DO ENTREPRENEURS NEED TO KNOW ABOUT TERM SHEETS IN ORDER TO GET
A DEAL DONE?
WILLIAM BERNAT: Term sheets are not “one size fits all.” Since most of a term sheet’s
provisions are meant to protect the investors’ investment, it’s not uncommon for investors and
founders to have vastly different expectations of what a deal will look like. Getting a signed
term sheet is one of the biggest early milestones for a company to achieve, but it doesn’t
guarantee an investment—that comes only when the parties are able to agree on the definitive
deal documents that spell out the specific provisions in the term sheet, among other matters.
Founders need to understand that every provision in a term sheet is included for a specific
reason and each generally works in concert with the others, meaning that modifying the terms
in one section will likely have a rippling effect elsewhere.
WHAT’S COVERED IN A TERM SHEET?
WB: A lot, all focused around four major themes—economics, management and control,
investor rights and protection, and rights upon exit/liquidity. The economics of the deal are
usually at the forefront, with the pre-money valuation being one of the hardest terms to reach
agreement on. Investors generally want a big enough piece of the pie to justify doing the deal,
to get paid back first in a down-side scenario, and to ensure future equity grants to
employees don’t dilute their investment. Term sheets also cover management and control
issues, as investors want to participate in the decision-making process and control certain
founder behavior; investor protections, so that investors can protect the value of their
investment and prevent others from getting liquidity out ahead of them; and exit and liquidity,
where investors want to ensure they have a way to get their money back in all possible scenarios.
HOW CRITICAL ARE OPTION POOLS IN CONDUCTING NEGOTIATIONS AND HAMMERING
OUT TERM SHEETS?
WB: Options and other equity incentives are the main way that early stage companies attract
and motivate key employees, so investors will require a company to increase the number of
shares available to be issued under the pool to a certain agreed-upon percentage (10 to 20%)
to ensure that the company has the ability to do so. The negotiation isn’t usually around the
size of the pool, however, but rather whether the increase should be made on a pre- or
post-money basis.
OF COURSE THE ECONOMICS ARE IMPORTANT, BUT WHAT ABOUT THE BALANCE
OF POWER?
WB: Valuation is important, but not the most important thing. Founders often focus too
heavily on it, not understanding that a savvy investor may be able to “undo” most of what was
gained through the valuation by modifying the other terms in the term sheet. Governance,
management and control—where investors will receive certain contractual rights that can limit
the founders’ actions regarding major decisions arising during the company’s lifespan—are
also key concepts. Investors may have the right to approve a sale of the company or the
issuance of future rounds of stock. The investor designee on the board of directors may also
have veto rights with respect to certain types of transactions, like incurring debt or increasing
executive salaries. These are all critical components of making a fair deal and important
aspects of creating a workable term sheet.
Negotiating a Term Sheet? Entrepreneurs, Take Note
“Founders need to understand that every provision in a term sheet is
included for a specific reason and each generally works in concert
with the others...”
Nutter is a Boston-based law firm that
provides legal counsel to industry-leading
companies, early stage entrepreneurs,
institutions, foundations, and families,
across the country and around the world.
The firm’s lawyers are known for their
client-centric approach and extensive
experience in business and finance,
intellectual property, litigation, real estate
and land use, labor and employment, tax,
and trusts and estates. Co-founded in
1879 by Louis D. Brandeis, who later
became a renowned justice of the U.S.
Supreme Court, Nutter is dedicated to
helping companies prosper in today’s
competitive business environment.
INSIGHTS
This update is for information purposes only and should not be construed as legal advice on any specific facts or circumstances.
Under the rules of the Supreme Judicial Court of Massachusetts, this material may be considered as advertising. Copyright © 2017
Nutter McClennen & Fish LLP. All rights reserved.
This update is for information purposes only and should not be construed as legal advice on any specific facts or circumstances.
Under the rules of the Supreme Judicial Court of Massachusetts, this material may be considered as advertising. Copyright © 2018
Nutter McClennen & Fish LLP. All rights reserved.