Q. A. Who helps venture capitalists turn strong ideas into strong businesses? Manatt. Venture Capital Group.

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1 Venture capital 2008 / 2009 representative transactions Q. A. Who helps venture capitalists turn strong ideas into strong businesses? Manatt. Venture Capital Group.

2 Innovative financing for innovative companies.

3 Even in a tough year for raising capital, there was no shortage of innovative business ideas. At Manatt, we were pleased to help get some of these ideas up and running. From helping the world s largest mobile analytics platform to expand, to working with a healthcare company whose new approach to primary care showed vast promise, we were there to offer timely counsel to the venture capital funds and entrepreneurs we support. Yes, there is change in the wind. Fewer deals are happening, and those that do go through involve lower funding levels than we saw in the recent past. The private equity community has come under scrutiny by the federal government, with greater transparency and increased regulation presumably in the works. And the VC community has been caught between contracting liquidity and expanding oversight. But despite the altered landscape, attractive opportunities keep popping up. While many once-promising deals have been stalled by the recession, well-funded companies have been able to buy up orphaned ventures at bargain prices. What hasn t changed is the need for sound legal counsel the sort of strategic advice and creative solutions that Manatt regularly provides clients at every stage of capital funding. Whether you are the inventor of a new technology, an entrepreneur with a game-changing product, or a venture capitalist looking for the next great company to support, you need a legal team that can help you navigate the shifting VC landscape. Manatt can provide just such a team.

4 Q. A. Who can venture capitalists count on to see the difference between an obstacle and a deal breaker? Manatt.

5 Every deal has its obstacles, some more daunting than others. But when they threaten to become deal breakers, that s when Manatt attorneys show their creative side. As a green technology company, NEI Treatment Systems, LLC, had just the kind of bright future that appeals to Black Diamond Ventures. It also had a rather unusual company structure that was a challenge for potential investors. Black Diamond turned to Manatt for counsel. Our venture capital attorneys helped Black Diamond form a single-purpose investment fund, then represented that fund as it raised capital from investors. We structured the deal to take maximum advantage of the peculiarities of the applicable tax and limited liability company laws. We performed the due diligence, negotiated the final terms, and closed the deal. We liked the deal so much, we even invested in the fund ourselves.

6 In some deals, the time pressure can be fierce. Manatt attorneys start from the premise that the transaction will get done by the drop-dead date no matter what. Then they work backwards from there. discovered an unusual but time-sensitive opportunity to partner with the government of China s Changzhou Province in the formation of a Renminbi/yuan-denominated cleantech investment fund an RMB Fund. The deal was put together under extreme time pressure due to the close of the 2009 calendar year and the lapsing of administrative approvals. Manatt venture capital attorneys helped to establish a structure for this RMB fund, to negotiate the terms of the fund with its Chinese partner, to retain local counsel to assist in the Chineselanguage documentation, and to steer both parties to a successful closing.

7 Q. A. Who sees extreme time pressure as an opportunity to shine? Manatt.

8 Capella Photonics, Inc. Series B Preferred Stock Financing Wigix, Inc. Black Diamond Ventures January 2008 January 2008 ShareThis, Inc. Series B Preferred Stock Financing Patient Safety Technologies, Inc. Senior Secured Notes and Warrants Financing February 2008 Arizona Bay Technology Ventures February 2008 ProPlayerConnect.com, Inc. DFJ Mercury II, L.P. Formation of Texas-Based Venture Capital Fund Arizona Bay Technology Ventures February 2008 Counsel to the Fund March 2008

9 Expo Communications, Inc. Series A-2 Preferred Stock Financing Redux, Inc. Series B Preferred Stock Financing March 2008 March 2008 Attainia, Inc. Series D Preferred Stock Financing Command Information, Inc. Series B-1 Preferred Stock Financing Startup Capital Ventures April 2008 Paladin Capital Group April 2008 ibiquity Digital Corporation/ HD Radio Series D Preferred Stock Financing Vizu Series A Prime Preferred Stock Financing Counsel to the Investors, New Venture Partners LLC and Grotech Ventures April 2008 April 2008

10 mplayit Series A-1 Preferred Stock Financing Black Diamond Ventures Formation of Black Diamond Ventures XV, LLC New Atlantic Ventures March and July 2008 Counsel to the Fund May 2008 ClipSync Series AA Preferred Stock Financing DFJ InCube Ventures, L.P. Formation of Texas-Based Venture Capital Fund June 2008 Counsel to June 2008 Twistage, Inc. Series B Preferred Stock Financing Yield Software Series B Preferred Stock Financing June 2008 June 2008

11 eguardian, Inc. Fonality, Inc. Series D Preferred Stock Financing August 2008 DFJ Growth Fund August 2008 QuickHealth, Inc. Series B-1 Preferred Stock Financing RichRelevance, Inc. Series C Stock Financing August 2008 August 2008 kajeet, Inc. Recapitalization and Sale of Series B-1 Preferred Stock Sendio, Inc. 8% Unsecured Convertible Promissory Notes Financing DFJ Growth Fund September 2008 September 2008

12 Mogreet, Inc. Series B Preferred Stock Financing Mobis Transportation Alternatives, Inc. d/b/a Bikestation 8% Convertible Senior Secured Promissory Notes Financing Black Diamond Ventures May and October 2008 November 2008 Koofers, Inc. Mobile Commons, Inc. New Atlantic Ventures December 2008 December 2008 Flurry, Inc. Series A-1 Preferred Stock Financing InfoNgen Series D Stock Financing January 2009 January 2009

13 Yodle, Inc. Series C Stock Financing FinancialOS, Inc. (Formerly XChange, Inc.) Series A-1 Financing JAFCO Ventures January 2009 February 2009 Innotas Recapitalization and Sale of Series A Preferred Stock Sendio, Inc. Series B Stock Financing February 2009 February 2009 Tunesat, LLC Preferred Unit Financing BrightSquid Inc. 10% Senior Secured Convertible Promissory Notes Financing February 2009 Arizona Bay Technology Ventures March 2009

14 CloudCopy, Inc. Cyber-Rain, Inc. Series A-1 Preferred Stock Arizona Bay Technology Ventures March 2009 Momentum Bridge & Opportunity Fund I, L.P. March 2009 DFJ -VTB Aurora Formation of Russia-Based Venture Capital Fund Grid Communication Services, Inc. Counsel to March 2009 Arizona Bay Technology Ventures March 2009 Ripple Enterprises, Inc. d/b/a Booeep 10% Senior Secured Promissory Notes Financing Spine.com, Inc. March 2009 Arizona Bay Technology Ventures March 2009

15 TrustMe Evolved, Inc. Foodbuzz, Inc. Series B Preferred Stock Financing Arizona Bay Technology Ventures March 2009 March and July 2009 DFJ Esprit Capital III, L.P. Formation of United Kingdom-Based Venture Capital Fund Tegu Counsel to April 2009 April 2009 UltraCell Corporation Recapitalization OptionEase, Inc. April 2009 May 2009

16 Lucas Venture Group Formation of LVG I SPV, LLC Rincon Venture Partners Formation of Rincon Venture Partners, L.P. Counsel to the Fund June 2009 Counsel to the Fund June 2009 (Final Closing) Black Diamond Ventures Formation of Black Diamond Ventures XVI, LLC Cold Brew Labs Seed Preferred Stock Financing Counsel to the Fund July 2009 FirstMark Capital July 2009 Formation of Fund X ibiquity Digital Corporation/ HD Radio Series E Preferred Stock Financing Counsel to the Fund July 2009 (First Closing) New Venture Partners LLC July 2009

17 Masher Media, Inc. Convertible Senior Secured Promissory Notes NEI Treatment Systems, LLC Common Units Financing July 2009 Black Diamond Ventures June 2009 Qliance Series A-1 Preferred Stock Financing Quirky, Inc. Common Stock Financing New Atlantic Ventures July 2009 Arizona Bay, LLC September 2009 Digital Performance, Inc. Series B Preferred Stock Financing Outside.in Series A-5 Stock Financing Momentum Bridge & Opportunity Fund I, L.P. November 2009 Union Square Ventures 2004, LP November 2009

18 Apieron, Inc. Convertible Promissory Notes and Warrants Financing DFJ Changzhou Clean Technology Venture Capital Fund I Formation of China-Based Venture Capital Fund December 2009 Counsel to December 2009 ichange Network, Inc. icix Series B Stock Financing Momentum Bridge & Opportunity Fund I, L.P. December 2009 Counsel to the Investors, and Starfish Ventures December 2009 Tectura Corporation Series C Preferred Stock Warrants and Promissory Notes Offering June and December 2009

19 Savvy counsel at every stage of financing. In representing players on both sides of the table, Manatt s Venture Capital and Emerging Companies Group brings a high level of deal-making experience to companies at every stage of the business life cycle from initial formation through market leadership. We focus on the representation of emerging companies in the technology, entertainment, and life sciences industries, and we maintain close working relationships with the capital funds, investment banks, and strategic investors that finance these companies. When you bring in Manatt, you have the full resources of one of the nation s leading full-service law firms behind your company or investment fund. With the strategic perspective that comes from decades of experience nurturing businesses in your category, we can help you build stability into your business model, advising you on which rights to keep and which to release in exchange for the start-up capital you need. Specific Areas of Experience: Fund formation and representation Equity financings with venture capital, angel, and strategic investors IPOs and other public offerings Debt financing Intellectual property licensing and other commercial agreements Mergers and acquisitions Joint ventures and strategic partnerships Employment and equity compensation matters Corporate governance Tax and ERISA issues

20 Attorney Advertising. Prior results do not guarantee a similar outcome. Albany Los Angeles New York Orange County Palo Alto Sacramento San Francisco Washington, D.C. Manatt, Phelps & Phillips, LLP manatt.com