1. What are the Founder/Company representations & warranties, explain why there is such a major potential liability risk associated with them for the Founders/Management Team, and what can be done to mitigate this risk?

2. List two qualitative provisions or items contained within the Terms & Conditions that are normally viewed as beneficial for BOTH Founders AND New Investors on a post investment basis and briefly explain why.

3. Almost always early stage equity investors require the Company to create a Stock Option Pool, which typically ranges from 8% to 20% of the then outstanding ownership, and is reflected in the Capitalization Table. Normally when individual Stock Options are granted the Stock Option vest over time and/or performance metrics. What is a vesting schedule and explain why granted Stock Options normally contain some form of vesting schedule?

4. List five different Preferred Stock Protective Provisions and explain why investors typically insist upon the inclusion of such provisions within the negotiated Term Sheet and subsequent Stock Purchase Agreement.