A: There are a couple of strategies for drafting term sheets. They can be extremely comprehensive leaving little material to the definitive documents or they can be very high level leaving most of the material terms to the definitive agreement. My preference and I think it often saves on legal costs is to have a very detailed term sheet. The reasons high-level ones are often used is because there is a need to get to a signed term sheet, the parties know each other or there is some other urgency that leads to having a less-than-detailed term sheet. The basic sections in a term sheet are: PART ONE (non-binding provisions) 1. BASIC TRANSACTION. Summarizes structure of transaction. 2. PRICE/ECONOMICS 3. OTHER TERMS. Both parties agree to be honest and straightforward in their warranties and representations. PART TWO. The following are the legally binding and enforceable agreements of the Parties. 1. ACCESS. Both parties shall provide access to any information the other entity may require throughout the transaction. 2. EXCLUSIVE DEALING. Both parties agree to stop looking for a similar entity to partner with. 3. BREAK-UP FEE (only in the M&A context but could be for a business deal to compensate party for other parties breach) 4. CONDUCT OF BUSINESS. Regular business should occur at both entities throughout the transaction. 5. CONFIDENTIALITY. Both entities will keep all materials, conversations and knowledge gained confidential. 6. DISCLOSURE. Both entities will not discuss the proposed transaction with anyone until completed then they will issue a press release together. 7. COSTS. Both entities pay their own professional service fees. 8. CONSENTS. Both entities will follow appropriate internal legal process/approval. 9. ENTIRE AGREEMENT. This document supersedes all previous documents and/or other forms of communication relating to this transaction. 10. GOVERNING LAW. The Binding Provisions will be governed by and construed under the laws of the State of [Washington] without regard to conflicts of laws principles. 11. JURISDICTION: SERVICE OF PROCESS. Defines how legal proceedings will work regarding this document. 12. TERMINATION. States when this document will expire. 13. COUNTERPARTS. Covers how the contract is signed. 14. NO LIABILITY. The past is wiped clean by this document, with respect to historical dealings between the two entities.

A: First, Lock-up agreements are ubiquitous in private placements. I would say they are the norm and not having one is an exception. You are correct that a lock-up agreement is a contractual restriction that prevents insiders of a company (usually directors, executive officers and 5% or more shareholders) from selling their shares for a specified period of time after an IPO. A lock-up agreement for an investor prevents them from selling their shares for a certain period of time after the IPO, usually 90 to 180 days. They can be a disadvantage if the stock price goes up after the IPO and the investors want to sell. Alternatively, lock-up agreements can help to stabilize the stock price after an IPO, which can be an advantage for investors and the underwriters who manage the deal. If the stock performance has been very good or in the event they determine the sale will not have an impact on the stock price. then Lock-ups may be waived by the underwriter or company. They have an impact on an investor's liquidity as they usually prevent all types of transfers including using the stock as collateral on loans.

A: Depends on what the content creator agreement with the platform says about termination. It likely has the platform covered. If they didn't follow the terms of the agreement, you might have a claim. The claim may be limited in damages as most of these contracts, if well written, have limitations on damages under the contract.

A: Generally speaking and without seeing the contract, there are usually two ways to get out of contract - (i) under the terms of the agreement or (ii) breaching the contract. First, without a breach of the agreement to determine whether you can do this you need to review the contract to see if there are service levels, promised returns, or other commitments that the IA is not meeting. Then you need to look at the section on termination in the contract and see if their failure to fulfill their obligations is covered and what the process is for termination, i.e. is there a breach cure period, is there a dispute resolution provisions, any penalty/fee for early termination and what are the notice provisions. The other way is to Breach the contract which would be stopping performing your obligations under it which I would assume without seeing it are likely just payment of fees. The potential consequences of breaching a contract could include lawsuits, financial penalties, and damage to your reputation. Also before resorting to breaching the contract, I would suggest exploring negotiation with the Investment Advisor as they may be willing to amend the terms or agree to an early termination. I will also add, in any event, you should be keeping a detailed record of all communications with the Investment Advisor, especially if there are performance issues or disputes. This documentation can be crucial if legal action becomes necessary.