Engagements:Upstart Network, Inc. (Nasdaq: UPST), an AI-based lending fintech company. Acted as securities and governance counsel, providing advice concerning SEC periodic reports, quarterly earnings materials, corporate governance policies and board committee charters, Section 16 reporting, Rule 10b5-1 plans, annual meeting and proxy statement, and debt and equity financings.

Advised a Nasdaq-listed bitcoin mining company in its periodic reports and registration statements with the SEC and updates to corporate governance policies, and an international supply chain services company on equity administration and private placements.

• Senior corporate and securities attorney for a newly public, rapidly growing, NYSE-listed healthcare technology company (formerly NYSE: BBLN). Provided leadership, guidance, and training in the transition from venture capital-backed unicorn to U.S. public company, and later exit from the U.S. market.• Advised senior management concerning Regulation FD compliance, investor presentations, earnings releases and other public disclosures, go-to-market communications, and internal communications. • Represented the company in financial regulatory reporting and proceedings with the SEC, NYSE, FINRA, and corporate regulators in the UK.• Drafted SEC filings, including annual reports on Form 10-K and Form 20-F, quarterly reports on Form 10-Q, current reports on Form 8-K and Form 6-K, annual meeting proxy statements, registration statements on Form S-1, S-3, F-1, F-3, and S-8, and Section 16 reports for directors and officers.• Acted as primary or supervisory internal counsel on equity and debt financing transactions, processes for the sale of business units, proposed acquisitions, equity exchange offer, reverse stock split, and debt restructuring transactions, including coordination of due diligence activities, and reviewing letters of intent and financing and acquisition agreements. • Negotiated commercial agreements, including engagement letters with external advisors, non-disclosure agreements, and service agreements.• Drafted, reviewed, and revised corporate governance policies, equity compensation plans and executive employment agreements. Managed trading blackout periods and insider trading policy compliance, including legal review of Rule 10b5-1 trading plans.• Attended meetings of the Board of Directors, drafted meeting minutes, and advised the Board concerning corporate and securities developments, including updates to Board committee charters.• Developed working knowledge of major data privacy regulations and related corporate policies.

• Public companies. Provided ongoing disclosure and corporate governance advice to NYSE- and Nasdaq-listed public companies. Drafted and reviewed SEC filings, including annual reports on Form 10-K and Form 20-F, quarterly reports on Form 10-Q, current reports on Form 8-K and Form 6-K, annual meeting proxy statements, and SEC registration statements on Form S-1, S-3, F-1, F-3, and S-8. Furnished guidance on complying with Nasdaq and NYSE listing requirements and ISS/Glass Lewis and institutional investor voting policies. Drafted and updated corporate governance policies, including board committee charters, codes of ethics, and insider trading policies. Advised directors, officers, and shareholders concerning SEC Section 16 and Schedule 13D/G filings.• Securities/capital markets. Advised domestic and foreign companies and underwriters/placement agents in a wide range of securities transactions and financings, including equity IPOs, follow-on public offerings of stock, PIPEs, venture capital investments, and other equity private placements under Securities Act Section 4(a)(2) and Regulation D, debt securities placements under Rule 144A and Regulation S, exchange/tender offers, debt repurchases and redemptions, resales of restricted securities, and equity plan transactions.• M&A/general corporate. Acted for public and private companies in negotiating and executing domestic and cross-border mergers, acquisitions and divestitures of stock and assets, joint venture transactions, minority investments, and other transactions, including drafting and negotiation of purchase, sale, joint venture, and investment agreements. Drafted shareholders agreements, limited liability company agreements, corporate charters and bylaws under state entity laws, and provided general corporate advice on subsidiary management and commercial agreements.

Represented large companies in complex debt financings, mergers, and acquisitions, and restructuring joint ventures. Drafted asset, stock purchase and merger agreements, merger proxy statements, SEC registration statements and private placement memoranda, completed legal research, and managed transaction documents and closings.

Represented large companies in debt financings and mergers and acquisitions. Drafted acquisition agreements, debt financing agreements and private placement memoranda, completed legal research, and managed transaction documents and closings.