Expense Reimbursement & Exclusivity

• Expense reimbursement: Investor will negotiate up front to get expenses for a deal repaid
• Exclusivity: investor and company agreeing that while negotiations are ongoing that the company won’t pursue another transaction co; this helps align interests during the deal

Background on Paul & Ilan

Paul N. Cicero is a Partner in Goodwin Procter’s Private Equity and M&A/Corporate Governance practices. Paul represents private equity sponsors and their portfolio companies, as well as public companies, in a wide range of corporate transactions, with a focus on growth equity investments, leveraged acquisitions, venture capital investments and debt financings. Mr. Cicero has extensive experience in both U.S. and cross-border transactions, and advises clients across a broad range of industries including technology, software, digital media and online retail. He received a B.A. from Binghamton University in 2000 and a J.D. from Georgetown University in 2003.

Ilan S. Nissan is a Partner in Goodwin Procter’s Private Equity practice. Ilan Nissan has had extensive experience advising private equity funds, venture capital funds, hedge funds and alternative asset managers and their portfolio companies in a wide array of transactions, adversarial matters and other strategic matters. Ilan’s practice and experience encompasses corporate counseling, mergers and acquisition / private equity, fund formation and executive compensation. Mr. Nissan has been a Lecturer-in-Law at Columbia University Law School for over a decade, where he teaches an upper-level course focusing on mergers and acquisitions, private equity, venture capital and legal transactional strategies. He received a B.A. Magna Cum Laude from the University at Albany in 1985 and a J.D. Summa Cum Laude from Georgetown University in 1988.