Advisory Board Member Contract: A General Guide

My name is Ryenne Shaw and I help business owners build businesses that operate as assets instead of liabilities, increase in value over time and build wealth. My areas of expertise include corporate formation and business structure, contract law, employment/labor law, business risk and compliance and intellectual property. I also serve as outside general counsel to several businesses across various industries nationally. I spent most of my early legal career assisting C.E.O.s, General Counsel, and in-house legal counsel of both large and smaller corporations in minimizing liability, protecting business assets and maximizing profits. While working with many of these entities, I realized that smaller entities are often underserved. I saw that smaller business owners weren’t receiving the same level of legal support larger corporations relied upon to grow and sustain. I knew this was a major contributor to the ceiling that most small businesses hit before they’ve even scratched the surface of their potential. And I knew at that moment that all of this lack of knowledge and support was creating a huge wealth gap. After over ten years of legal experience, I started my law firm to provide the legal support small to mid-sized business owners and entrepreneurs need to grow and protect their brands, businesses, and assets. I have a passion for helping small to mid-sized businesses and startups grow into wealth-building assets by leveraging the same legal strategies large corporations have used for years to create real wealth. I enjoy connecting with my clients, learning about their visions and identifying ways to protect and maximize the reach, value and impact of their businesses. I am a strong legal writer with extensive litigation experience, including both federal and state (and administratively), which brings another element to every contract I prepare and the overall counsel and value I provide. Some of my recent projects include: - Negotiating & Drafting Commercial Lease Agreements - Drafting Trademark Licensing Agreements - Drafting Ambassador and Influencer Agreements - Drafting Collaboration Agreements - Drafting Service Agreements for service-providers, coaches and consultants - Drafting Master Service Agreements and SOWs - Drafting Terms of Service and Privacy Policies - Preparing policies and procedures for businesses in highly regulated industries - Drafting Employee Handbooks, Standard Operations and Procedures (SOPs) manuals, employment agreements - Creating Employer-employee infrastructure to ensure business compliance with employment and labor laws - Drafting Independent Contractor Agreements and Non-Disclosure/Non-Competition/Non-Solicitation Agreements - Conducting Federal Trademark Searches and filing trademark applications - Preparing Trademark Opinion Letters after conducting appropriate legal research - Drafting Letters of Opinion for Small Business Loans - Drafting and Responding to Cease and Desist Letters I service clients throughout the United States across a broad range of industries.

I focus my practice on startups and small to mid-size businesses, because they have unique needs that mid-size and large law firms aren't well-equipped to service. In addition to practicing law, I have started and run other businesses, and have an MBA in marketing from Indiana University. I combine my business experience with my legal expertise, to provide practical advice to my clients. I am licensed in Ohio and California, and I leverage the latest in technology to provide top quality legal services to a nationwide client-base. This enables me to serve my clients in a cost-effective manner that doesn't skimp on personal service.

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

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

Accomplished business and litigation counsel with experience managing a broad spectrum of legal matters on behalf of individuals as well as early-stage and established technology, software, service and medical device companies. Substantial experience in drafting commercial agreements as well as litigation and arbitration of complex business disputes as plaintiff’s and defendant’s counsel. Served as infantry officer (attaining rank of Major) in ground combat units for the United States Marine Corps and educated in Marine Corps management and tactics. Adept at taking complicated information and legal principles and presenting strategy to non-lawyers in a concise and easy-to-understand format.

Real Estate, Finance, and Business Attorney in the Dallas area, specializing in multifamily, hotel, public improvement districts, business law, and all types of real estate matters. I can also assist with uncontested divorces.

DACC Law is a general practice client-centered law firm. I am a Partner in DACC and have been proudly serving clients across Massachusetts since 1997. With over 25 years of legal experience I have a built a reputation for trust, results-driven advocacy across a wide range of practice areas including contract law, personal injury, estate planning, workplace issues, and real estate. At the heart of my practice is a client-centered approach -- one that values clear communication, responsive service, and practical legal solutions tailored to each individual's needs. Whether helping a family protect their future through thoughtful estate planning, representing someone injured due to negligence, or guiding clients through complex workplace or property matters, I bring deep legal knowledge and personal attention to every case. If you're looking for a seasoned Massachusetts attorney who combines experience with empathy, and strategic insight with strong advocacy, I am here to help.