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Session 2 - February 28, 1998
"Venture Capital Financings"

Venture Capital Funding Process and Documentation
Mark White of White & Lee LLP

Insider Perspective on Venture Capital and Valuation
Robert Winter of The Winter Group

Venture Capital Panel: The Ideal VC Investment
Steve Rehmus, Hummer Winblad
Woodson of Sigma Partners

Debt Financing for Technology Startups
Dan Michener of Hemisphere Capital Corporation

Stories from the Battlefield
Mike McNamara of SureFire Verification Inc.
Tom Miller of Quantum3D, Inc.


Presentation One: Venture Capital Financing Process and Documentation
— Mark White of White & Lee, LLP
Mr. White will talk about the financing process in venture-backed deals, and address such issues as (a) the type of securities to be offered in the financing, (b) technology valuation and equity ownership, (c) steps in the financing process, (d) documentation used in private financings, and (e) the negotiation and trade-off of critical issues.

Presentation Two: Insider Perspective on Venture Capital and Valuation
— Robert Winter of The Winter Group
Mr. Winter will address issues relating to the selection of appropriate venture capital firms, and the presentation of companies to these firms for investment. The topics to cover include: (a) valuation parameters for young companies, (b) the preparation of presentation materials and business plans for investor consideration, (c) the selection of VC firms and obtaining introductions, (d) presentations to venture firms and the decision-making process, and (e) managing the investment process.

Presentation Three: Venture Capital Panel: The Ideal VC Investment
Wade Woodson, Sigma Partners
Steve Rehmus, Hummer Winblad
Mr. Woodson and Mr. Rehmus will each prepare a 15 minute presentation for a total of 30 minutes - and then to leave 45 minutes for questions from participants. Mr. Woodson and Mr. Rehmus will both briefly address the following topics, from their own perspective: (a) what valuation parameters are typical in the Valley, and how can valuation be increased, (b) what profile companies do each of their firms target for investment, and what level of maturity, (c) how do companies get introductions to their firms, (d) how can companies identify the right firms to approach, (e) their advice on "shopping" the company among firms, and (f) what companies should look for in a VC firm.

Presentation Four: Debt Financing for Technology Startups
— Dan Michener of Hemisphere Capital Corporation
Mr. Michener will speak about debt financing from debt funds such as Hemisphere Capital Corporation as an alternative to equity financing.  Specifically, Mr. Michener will address: (a) when debt financing makes more sense than equity financing, (b) a comparison of debt financing sources, such as banks, debt funds, equipment lessors and others, (c) a comparison of costs and typical terms of financing from different debt sources, (d) how debt financing sources qualify the companies to which they will lend, (e) warrant policy and coverage among the different debt sources, and (f) the services that companies might expect from debt funds that are not available from other debt sources.

Presentation Five: Stories from the Battlefield
Mike McNamara of SureFire Verification Inc.
— Tom Miller of Quantum3D, Inc. (Sorry no paper available)
Mr. Miller and Mr. McNamara will each prepare presentations of about 30 minutes each in which they generally describe the recent Series B financings they have each completed.  This presentation is intended to highlight the difference between large financings (Quantum3D has raised approximately $5,000,000 in its B round), and smaller financings (SureFire has raised $1,500,000).

Specifically, Mr. Miller will address: (a) how he located and qualified venture firms in the Q3D financing, (b) how he managed these firms, and encouraged their investment, (c) how he located individual bridge investors leading up to the B financing and structured their investment, (d) what offering materials did he distribute - and how did he update investors through multiple closings over a protracted period, (e) how did he maintain company value during a period of slow sales, and (f) what sources of additional funding is the Company now considering in meeting its future cash needs - and how does the Company balance and anticipate the need for working capital raised from new equity, debt and revenues on product sales.

Mr. McNamara will address: (a) his search for venture capital, and the qualification of the firm he selected, (b) how to create a "competition" for investors to come into the Company, (c) comparison of angel and venture money, (d) negotiations on the size of the employee incentive pool, founder vesting restrictions, valuation, Board makeup and other critical issues in the financing, and (d) preparation for the next round, when to begin the search and other sources of capital that the Company is considering.

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