Commercial Transactions -- Collaborate with key internal stakeholders (Sales, Product, Finance, Privacy and Information Security teams) to negotiate and close SaaS, security and data services transactions, often with Fortune 500 customers. Corporate -- Negotiate and close strategic transactions including acquisitions and joint ventures. Support Corporate Development and Product teams on strategic initiatives.

Verus International (OTCQB:VRUS) operates an international consumer products company focused on manufacturing and distributing food products.

Sourced, structured and closed data partnerships in addition to leading legal team. • Exceeded financial targets each quarter.• Grew customer base by approximately 2x and dramatically reduced customer concentration.• Collaborated with internal teams (e.g., Product, Finance and Marketing) to reach key goals.• Process. Established (i) weekly pipeline reviews and (ii) systematic process for customer support including quarterly reviews with all significant customers. • International. Extended international footprint and significantly increased international revenue. Launched in 7 new countries including India, Brazil, Russia, and Australia.

Managed all aspects of legal function (including risk management, corporate governance and regulatory compliance). Recruited and supervised legal team. Managed outside counsel and related budget.• Commercial Agreements. Supported and collaborated with internal teams (including Sales, Business Development, Product, Finance) to draft, structure and negotiate complex, high-value agreements including (i) data and software licenses, (ii) SAAS transactions and (iii) advertising agreements.• Mergers and Acquisitions/Financings. Negotiated, structured and closed acquisitions and financings. Deeply involved in due diligence and post-closing integration. • Intellectual Property (IP). Responsible for all IP matters including IP strategy and patent portfolio, trademark protection, and inbound and outbound licensing transactions.• Corporate Governance. Served as Corporate Secretary. Board included industry leaders and representatives from nation’s most respected venture investors including IVP, NEA and Revolution.• Process. Established more efficient contract process by (i) creating sign-off process, (ii) drafting template agreements (with fallback positions), and (iii) introducing document management system.• Litigation. Managed all disputes and investigations including commercial, employment and intellectual property matters. Successfully resolved two significant patent litigations.

• Mergers and Acquisitions. Successfully negotiated and closed sale of enterprise software division of Grab Networks to Cisco Systems and independent sale of other Grab Networks’ assets to Telestream. • Commercial Agreements. Structured and negotiated transactions including (i) technology licenses (inbound and outbound), (ii) enterprise software and SAAS contracts, and (iii) content license and advertising agreements. • Process. Collaborated with business owners to implement first-ever contract process for customer agreements that included lightweight and efficient system for protecting overall company interests.• Intellectual Property. Ensured compliance and protection of intellectual property rights. Created system to track, record and comply with open source software requirements. • Employment. Partnered closely with HR team on numerous issues including strategic transactions, terminations, FMLA and general compliance.

• Responsible for all aspects of email security start-up, including capital raising, business planning, recruiting, business development, legal, product, and strategic planning. Promoted to CEO in 2006.• Led six-person team through typical early-stage life cycle. Managed P&L, cut burn and extended runway for company, ultimately providing time required to close $2 million financing round.• Developed and managed relationships with more than 25 strategic partners including Paypal, Yahoo, Symantec, AOL, Comcast, Verizon, JP Morgan Chase, Capital One, and Best Buy.• Selected to join MindShare, an invitation-only organization of CEOs in Washington D.C. area. • Speaker at large technology conferences including D.C. Tech Council Capital Forum, Early Stage East and George Mason Grubstake Forum.

Reported to Executive Vice President of AOL Messaging. Responsible for building business for AOL’s wireless and messaging products including strategic partnerships and joint ventures. • Established channel by negotiating and closing deal with national wireless carrier, resulting in enormously surpassing first-year revenue target. Increased channel by closing deals with two other national carriers. • Reached or exceeded key business metrics including revenue targets each year. • Recruited and managed team of five to ten professionals.• Prepared business plans for content delivery including cases for premium services, subscription, per use and advertising-supported models. Presented strategies for strategic initiatives to COO and CFO.• Representative transactions: • U.S. – Strategic partnerships for instant messaging and other AOL content with wireless carriers including (i) Verizon, (ii) Cingular, (iii) T-Mobile, (iv) Sprint PCS and (v) Nextel. • International – Strategic partnership for instant messaging with BT/O2. Presented to, and held deal discussions with, numerous mobile operators, including Vodafone, Orange and Telecom Italia.

• Led team of four lawyers responsible for negotiating and closing strategic agreements including mergers and acquisitions, investments, license agreements and other commercial transactions. • Advised and partnered with senior management team and board on AOL’s most strategic transactions. • Collaborated with and managed cross-functional due diligence teams, with representatives from finance, legal and human resources, responsible for evaluation of strategic transactions.• Representative transactions (and approximate deal size):• Public company acquisitions – 1) Time Warner ($155 billion), 2) Netscape ($1.2 billion), 3) MapQuest ($1 billion) and 4) MovieFone ($500 million).• Strategic investments (including operating agreements) – 1) Hughes ($1.5 billion), 2) Gateway ($600 million), 3) Tivo ($200 million) and 4) Kinko’s ($150 million).• Private company acquisitions totaling more than $1 billion including ICQ, Tegic and Spinner. • Numerous venture capital transactions (generally $1-10 million in value).

• Represented public and private companies in various transactions including mergers and acquisitions, venture-capital financings, licensing agreements and strategic partnerships.• Drafted and filed SEC financing and reporting documents.

• Negotiated and drafted principal documents in connection with mergers and acquisitions, public and private financings, initial public offerings and joint ventures.• Drafted and filed SEC financing documents for equity and debt transactions.• Representative transactions: Treasure Island Casino (high-yield debt), Mirage Resorts (common stock), Foamex (high-yield debt), Harper’s Inc. (asset sale), and TJX (convertible preferred).

Law Clerk for Federal Judge. One-year position.

Permanent offer received.