SAFE Note Term Sheet Lawyers for Washington

I am a lawyer who helps small businesses, nonprofits, and startups with a wide variety of agreements, corporate formation, and corporate governance. ​ I earned my BA from Tulane University and my JD from the University of Chicago Law School. Before starting my own practice, I worked at an international law firm in New York City. ​ Outside of work, I am on the board of the nonprofit Seattle REconomy (which runs the NE Seattle and Shoreline tool libraries) and I enjoy gardening, baking bread, and outdoor activities with my spouse and two dogs.

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

Keidi S. Carrington brings a wealth of legal knowledge and business experience in the financial services area with a particular focus on investment management. She is a former securities examiner at the United States Securities & Exchange Commission (SEC) and Associate Counsel at State Street Bank & Trust and has consulted for various investment houses and private investment entities. Her work has included developing a mutual fund that invested in equity securities of listed real estate investment trusts (REITs) and other listed real estate companies; establishing private equity and hedge funds that help clients raise capital by preparing offering materials, negotiating with prospective investors, preparing partnership and LLC operating agreements and advising on and documenting management arrangements; advising on the establishment of Initial Coin Offerings (ICOs/Token Offerings) and counseling SEC registered and state investment advisers regarding organizational structure and compliance. Ms. Carrington is a graduate of Johns Hopkins University with a B.A. in International Relations. She earned her Juris Doctorate from New England Law | Boston and her LL.M. in Banking and Financial Law from Boston University School of Law. She is admitted to practice in Massachusetts and New York. Currently, her practice focuses on assisting investors, start-ups, small and mid-size businesses with their legal needs in the areas of corporate and securities law.

Dedicated attorney with contract experience in Washington, Virginia, and Kansas.

Libby Jamison founded E. Grace Law Firm after nearly two decades practicing law across federal agencies, private firms, and nonprofit organizations. She has advised at the highest levels of government and built a career defined by tackling complex, high-stakes legal and policy challenges. Her practice focuses on business, employment, veteran, and family law matters, drawing on her wide scope of experience including nearly seven years as counsel at the Department of Veterans Affairs. Her legal experience spans federal agency counsel, firm ownership, and nonprofit work. She is licensed to practice in California and Washington and was admitted to the U.S. Supreme Court. Beyond legal practice, she has led as a nonprofit president, chaired a U.S. Chamber of Commerce economic empowerment zone, and served on an American Bar Association Standing Committee on Legal Assistance for Military Personnel. Her work has been recognized by: Mighty 25 Awardee (2023) Changemaker of the Year, Military.com (2019) Bush Institute Stand-To Veteran Leadership Scholar (2019)

Jonathan Wright offers 30+ years of legal and business expertise to clients seeking a trusted advisor. His experience as a CEO and General Counsel for tech, healthcare, and biotech companies enables him to provide seasoned guidance on complex contracts, strategic agreements, and business transactions. Whether you're starting a company, navigating financings, or handling day-to-day corporate legal needs, Jonathan offers valuable insights and support.

I am an attorney licensed in California and Washington State with 4 years of experience. I spent three (3) years at a national law firm in the litigation practice section in the Los Angeles and Orange County offices. My experience also includes my current position of general counsel for a credit card processing company in Washington. I have been in this role for just over one (1) year. My expertise includes commercial litigation, securities litigation, FINRA arbitration, employment law, and general corporate law matters.

Over 10 years as a practicing attorney. Experience in both transactional and litigation matters, with a strong focus on commercial and residential real estate, contract law, business law, estate planning, and probate. Proven success in managing complex legal matters such as title disputes, real estate transactions, business and property acquisitions and sales, due diligence, property management, commercial leasing, evictions, probate disputes, and estate planning. Known for exceptional written and verbal communication, sound judgment, and the ability to guide clients through intricate and high-pressure situations. Ability to analyze and resolve issues efficiently and effectively with a strong focus on client relations and efficient resolution of legal matters.

Attorney and former in-house counsel with 15+ years of leadership and project management experience in corporate & business law, risk management, compliance, strategy, and regulatory oversight in the private and federal sectors. Primary areas of practice are corporate governance & business law, compliance & financial services regulation, transformation & change management, regulatory response & remediations, consumer regulation & employment law, and conduct / ethics & investigations at regional, large and complex corporations. My experience includes banking, payment & ecommerce regulations, trade & product law, consumer regulations, employment & labor law, contracts and privacy laws. I have extensive experience advising firms on consumer protection and regulatory law, and I have specialized experience with firms engaging in large-scale transformations and remediations. I am admitted to the Washington State Bar Association and licensed to practice law, I am a Federal Reserve System commissioned Examiner, and I am a Certified Regulatory Compliance Manager (CRCM). At Phoenix Law PLLC, I advise individual clients and provide legal and regulatory guidance, corporate counsel services, as well as strategic consulting services to businesses. I leverage my unique experience and skillset to provide innovative solutions and achieve favorable results, with the goal of empowering clients to move successfully forward. www.phoenixlawpllc.com kbrandt@phoenixlawpllc.com

Neil Rust is a transactional attorney with almost four decades of experience ranging across a broad range of fields, including M&A, finance, structured finance, VC and general corporate. Before moving to Oregon, Mr. Rust was a partner at the Los Angeles office of an international law for 26 years and the Century City office of a national law firm for 5 years. During his big firm tenure, Neil Rust gathered experience across multiple industries and enjoys counselling clients as much as drafting and negotiating.