Joint Venture Agreement Review Lawyers

Professional Experience Neil Belloff is an accomplished business lawyer with over 35 years of business and legal experience, including as Board Member, General Counsel, Chief Compliance Officer, Chief Operating Officer and Corporate Secretary. After law school, Neil joined a boutique law firm in New York City and practiced as a litigator and corporate securities lawyer. Soon thereafter, Neil became a Senior Attorney-Advisor in the Division of Corporation Finance at the U.S. Securities and Exchange Commission in Washington, D.C. responsible for reviewing 1933 Act and 1934 Act documents, coordinating projects with the EPA and DOL, overseeing bankruptcy, reorganization and work-outs, responding to Congressional inquiries, and providing assistance to other SEC divisions and the Department of Justice. Following his tenure with the government, Neil practiced with several NY-based law firms providing legal and business services to public and private enterprises focusing on securities, corporate, employment, IP, licensing, M&A, finance, governance, litigation, compliance and privacy matters. Neil became an in-house attorney in 2003 joining Deutsche Telekom, one of the largest telecommunications companies in the world, as Executive Vice President and US Securities and Corporate Counsel. He joined Celgene Corporation, a publicly listed global biopharmaceutical company, in 2010 and became General Counsel, Chief Compliance Officer and Corporate Secretary of Eloxx Pharmaceuticals, Inc. in 2018 (and Chief Operating Officer in 2020) and General Counsel, Chief Compliance Officer and Corporate Secretary of Acorda Therapeutics, Inc. in 2021. Neil went back to private practice in 2024. Neil has been lead counsel on dozens of IPOs (representing both issuers and underwriters) and multi-billion dollar M&A transactions. His practice includes licensing, structured finance, venture capital, risk assessment, corporate governance, legal and regulatory compliance, pharmaceutical development, and all aspects of corporate, securities, intellectual property, privacy and employment law. Education • J.D. - Quinnipiac University School of Law • LL.M. - Program in Securities Regulation at Georgetown University Law Center • M.A. - New York University • B.A. - Queens College of the City University of New York Admissions • New York, New Jersey, Connecticut • Southern District of New York • Eastern District of New York • District of Connecticut Publications • Frequent conference speaker (FEI, NACD, NIRI, ACC, PLI, MarcusEvans) • Co-authored chapter of NACD report on the Role of Directors in Strategic Planning, member of Blue Ribbon Commission of NACD • Authored various articles on securities, litigation and governance topics • Featured in Vanguard Law Magazine - https://www.vanguardlawmag.com/case-studies/neil-belloff-acorda-therapeutics/ Board Memberships • Former Board Member | Private computer network and software development company sold to NASDAQ listed company • Former Board Member | NASDAQ listed location-based entertainment company

Immigration expert with over 30 years’ experience focused on start-up companies H-1, L-1, E, O-1 visas. PERM and extraordinary ability immigrant visas. Complex family immigration cases and waivers. I also assist early stage comapnies in entity formation and general legal matters for start-up companies in the areas of Telehealth, Technology and International Trade.

I graduated from the University of Illinois at Urbana-Champaign in 2006 with a degree in Political Science, Finance, and Economics. I stayed around Champaign for law school and graduated in 2009. I then worked at a big law firm in downtown Chicago. It was boring, so I quit in early 2011. I thought that I could not be happy practicing law - I was wrong. After I quit the traditional law firm life, I began representing my own clients. I realize now that I love helping normal people, small business owners, and non-profits address a variety of legal issues. I hope to hear from you.

Corporate, M&A & Securities Lawyer | Managing Attorney, DP Counsel PLLC Practice Areas: Business Formation | Commercial Contracts | Contract Drafting & Review | Mergers & Acquisitions | Venture Capital | Securities Offerings | Franchise Law | Employment & Equity Compensation | Intellectual Property | Cross-Border Transactions About/Bio: I represent companies, investors, and fund sponsors in corporate transactions, commercial contracting, and private securities matters, from entity formation and early-stage financings to acquisitions, exits, and ongoing strategic counsel. As Managing Attorney of DP Counsel PLLC, I help clients structure transactions clearly, allocate risk thoughtfully, and move deals forward with documentation that is practical, enforceable, and aligned with business objectives. My practice includes both day-to-day commercial matters and more complex transactional work, including venture financings, private offerings, M&A deals, fund-related documents, and cross-border structuring. What I Do: Corporate & Commercial • Entity formation and structuring for corporations, LLCs, and limited partnerships • Operating agreements, shareholder agreements, and governance documents • Commercial contract drafting, review, and negotiation • Vendor, distribution, manufacturing, SaaS, and licensing agreements • Employment, consulting, confidentiality, and equity compensation agreements • Outside general counsel support for growing companies Securities & Private Capital • Private offerings under Regulation D and Regulation S • Private placement memoranda, subscription agreements, and investor documents • SAFE, convertible note, and priced equity financings • Venture capital and private fund formation matters • Fund governing documents and offering document packages • Securities law analysis for private capital raising transactions Mergers & Acquisitions • Letters of intent and term sheets • Stock purchase, asset purchase, and merger agreements • Due diligence coordination and transaction support • Disclosure schedules, closing documents, and post-closing matters • Earnouts, rollover equity, indemnity structures, and related deal terms • HSR, CFIUS, and related regulatory issue spotting for qualifying transactions Digital Assets & Emerging Technologies • Federal-law digital asset and token securities analysis • Entity structuring for blockchain and Web3 ventures • Digital asset fund and operating structures • AML/KYC documentation support and regulatory issue spotting Franchising • Franchise Disclosure Documents (FDDs) • Franchise agreements • Master franchise and area development agreements • Franchise structuring and registration coordination Real Estate Transactions • Commercial real estate acquisitions and dispositions • Real estate joint ventures and syndications • Commercial lease drafting and negotiation • Real estate investment structures and related offering documents Cross-Border & International • U.S. market entry and entity structuring for international clients • Delaware and multi-entity holding structures • Cross-border transaction planning and documentation • Coordination with foreign counsel and tax advisors on cross-border matters Why Clients Hire Me: • Big-law-level drafting with boutique responsiveness • Practical, business-focused advice grounded in execution reality • Clear scoping and transparent fee arrangements • Experience across financings, acquisitions, fund formations, and cross-border transactions Typical Projects: • Contract drafting and negotiation • Entity formation and governance packages • Private offering document suites • Venture financing documentation • M&A transactions from LOI through closing • Fractional or outside general counsel support Industries Technology | SaaS | FinTech | Digital Assets | E-commerce | Healthcare | Real Estate | Food & Beverage | Professional Services

Triple Qualified New York Attorney, Australian Lawyer & Enrolled NZ Barrister & Solicitor

I have been an attorney for 30 years. I am a Colorado native with many years in Alaska. I have a Bachelors in Biology, Chemistry and French, JD from Seattle University and Masters in Environmental Science and Law from Vermont Law School. I have traveled extensively, mostly in Europe, and speak several languages with more or less proficiency. I practiced law in Alaska and Colorado, much of it in remote areas but also large cities. I have taught in an environmental masters program and run large environmental nonprofits and a hot springs resort. I have worked with and run business incubators, a process I love. Empowering people to build their own futures is a passion.

Whitney L. Smith's journey from entrepreneur to advocate is fueled by a profound understanding of the business world. With a decade of firsthand entrepreneurial experience, she entered law school driven by a mission to protect others' businesses. However, her passion for real estate law blossomed as she recognized the tremendous benefits rental property ownership offers to individuals seeking passive income and community development. Blending her deep understanding of transactional law with zealous courtroom advocacy, she empowers landlords to thrive. Born and raised in St. Petersburg, Florida, she is a proud graduate of Stetson College of Law and cherishes her role as a devoted parent to two children and a beloved pit bull companion.