In The Matter Of The Loan Agreement, Assignment And Power Of Attorney: Fill & Download for Free

** This answer has been edited for clarity, and to include some additional information from those who have taken the time to share their comments.Also, our fellow Quoran Milt Rudy shared a fascinating video in his comment below. I encourage any member of the forum with interest in this topic to give it a look, as it contains some additional, and very helpful, advice from a law professor. It's 46 minutes long but, trust me, the knowledge you'll gain will prove extremely valuable when dealing with the police.New NMA membership fees have increased to $42, and gift memberships are now $25. My post has been corrected to include the updated rates. **__________________________I'm NOT a lawyer, but I'm going to pass along the advice I received from the late, great Howard Grimm, Esquire (Howard Grimm was, if not THE best, one of the best attorneys who ever practiced law).1). Never plead guilty to ANYTHING, not even a parking ticket.2). Force the prosecutor and police to do their jobs and PROVE you're guilty, and make it as expensive as possible for them to do so. File motions to continue, Change of Venue motions, writs demanding verification of sources or chains of custody for any evidence they claim to have against you, and pore through the Probable Cause Affidavit with a fine-tooth comb, challenging everything that's based on any police officer's “observations” or “beliefs” (i.e., “Officer Blowhard observed what he believed were green flecks of marijuana residue on the defendant's shirt …”).3). *(NOTE: This may no longer work in every state, due to updated legislation.) *At your arraignment, claim indigence; let the court appoint a public defender for you. Give him or her all the information pertaining only to the P.C. affidavit. Once a trial date has been set on a docket, you'll know the name of the judge. Fire your public defender and hire the best attorney in your area. Now that you have a trial date, most of the expensive stuff is already done, so except for the odd deposition or annoyance motion, you'll just be paying your new attorney's hourly rate.4). MAKE SURE YOU PAY YOUR LAWYER ON THE DAY OR DATE AGREED UPON. Don't make up excuses; mortgage your home, put off your other bills for a month or two, borrow from friends and family if you must, but make sure your lawyer is paid ON TIME. This is just cheap insurance; if you ever need a good lawyer in the future, he or she is more likely to take your case because he or she knows you'll pay your bill when it’s due. There are other benefits to this, too. Years ago, when I was a young man, I was pulled over for an expired inspection sticker (Indiana no longer requires annual vehicle inspections). The cop was being a real smartass, asking me if I was mentally retarded or just stupid, asking my then-girlfriend if she was my sister, just trying to make me angry to escalate the situation. I just smiled and chuckled a little. “You think this is funny?” he asked, and I nodded. “Okay, then; I'm also going to write you up for no brake lights and driving an unsafe vehicle. We'll see how funny you think it is when you pay the fine and court costs.” My brake lights worked just fine, and my inspection was scheduled for the following day at Campbell's Garage. “I'm sure my attorney will handle it,” I told him. “Oh yeah? And who's your lawyer?” he asked. “John Grimm,” I replied (Howard's son, an excellent attorney in his own right, who had a reputation for destroying police officers' testimony while on the witness stand. He even had a few charged with perjury although, to my knowledge, none were ever convicted or even went to trial). The cop tore the half-written ticket from his book, wadded it up and shoved it into his pocket. “Son of a … Forget it! Have a nice day,” he huffed. He got back into his car and sprayed gravel everywhere as he drove off. Incidentally, John really was my lawyer. He negotiated a very nice settlement for me in a landlord-tenant dispute, handled a Workman's Comp claim for me and had two frivolous speeding tickets dismissed (both were for less than five mph over). He charged me $75 for each of the tickets, but I figure I saved more than that in insurance rate hikes.5). NEVER go to trial with a P.D. (Public Defender). They make the same $240 per case whether you're convicted or not, so they have no vested interest in your exhoneration. Also, they'll try desperately to convince you to sign whatever plea deal the prosecutor puts on the table. Being tapped by the prosecutor is any P.D.’s ticket out of the public defender's office and their overwhelming caseloads; those who play ball are more likely to be hired as deputy prosecutors, which means regular hours, an actual paycheck and expense account, state-funded health insurance and prosecutorial immunity.6). If you're called to testify, answer the question that was asked, and then STOP ANSWERING THE QUESTION. Don't expound or volunteer additional details unless you're specifically asked to do so via another question. If you're asked a yes-or-no question, pause for a few seconds in case your attorney might make an objection, and then answer, “Yes,” or “No.” Force the prosecutor to drag every single tidbit of information out of you; this practice will eventually rattle most prosecutors, and when he's frustrated, he's more likely to overlook something or to make a mistake your attorney can exploit to your advantage. Even under direct questioning by your own attorney, you should pause for a few seconds before you answer; it makes you appear thoughtful.7). Be CONFIDENT, but not arrogant. Wear a jacket and tie to court; DON'T wear an Armani suit. Look the judge or jurors in the eye, and speak directly to them while testifying. Make eye contact with every juror on the panel. If you're asked to explain something, be sincere, and imagine you're telling your story to your best friend over a cup of coffee. It's okay to laugh or to chuckle during those times when it's appropriate while relating your account; it puts the judge or jury at ease, and makes your version of events more believable. Cops are always very clincal when testifying, using words like “vehicle” instead of “car,” “I observed” rather than “I saw,” “my assigned commission” in place of “the squad car” and “deadly weapon” instead of “sandwich,” “cell phone” or “toothbrush.” Jurors don't speak that way, and you shouldn't either, because they really aren't impressed when cops try to talk down to them. I once heard a police officer testify, “I placed the suspect in restraints for his own safety because, at that point in time, I couldn't be certain of the circumstance which had currently perspired.” [sic] What he meant was, “I handcuffed the suspect because I didn't know what had happened (transpired).” Don't try to talk like a cop; you'll only alienate yourself from the jury. Just be sincere and tell the court what happened in plain language.8). If a police officer lies on the witness stand, don't be afraid to point that out. When my brother was arrested for DUI, the cop said he failed his field sobriety test, and added “He blew a point one-two on the portable field breath test.” In fact, my brother and I each had ONE glass of wine with our steak dinner at Logan's Steakhouse so, when I was called to testify, I told the judge, “This guy missed his true calling, Your Honor. He should have been a writer, because that's some of the best fiction I've ever heard.” The judge actually laughed and asked me, “Was your brother drunk?” I replied, “Not even close. I spent thirteen years in the Navy, Your Honor, and a lot of my off-duty time was spent in various E-clubs. My little brother can drink me under the table, so I'm certain he was not impaired in any way by having one glass of wine with dinner. I had a glass of the same wine, so why did the officer ask me to drive Mike's car home without even smelling my breath?” After our server testified, my brother was found Not Guilty, because he KNEW the cop was lying through his teeth.9). NEVER consent to a warrantless search, neither of your vehicle nor of your home or property. If a police officer shows up at your door and wants to talk to you, speak to him through the locked screen door, if you have one. If not, speak to him (or her - sorry), through your locked door. If he or she says they can't hear you, just say, “Go around to the side of the house and I'll open the window a crack.” If you're questioned about anything, say, “I'll be happy to answer any questions you care to ask, but only in the presence of my attorney. I don't know why you're here, and I don't want to be misquoted. If you're going to ask me anything, I want my lawyer to witness my answers. Leave your card in my mailbox, and I'll call you with my attorney's address when I have an appointment.” If they approach you on the street and ask anything besides your name, don't answer. Instead, ask, “Am I under arrest?” If they say no, then tell them, “This conversation just came to an end. If you want to question me, you'll either have to arrest me now, or meet me at my attorney's office at his (or her) convenience.”Just as a quick sidebar, I should mention that I have six video cameras in my truck. Some are in plain sight; I have a dash cam in the windshield and one in the back window, and a pinhole camera in each of the back corners (which record to a hard drive, locked securely beneath the floorboard under the back seat). I also have two more in covert locations, just in case the others are confiscated and “accidentally” or “inadvertently” lost, damaged or erased. Two of those cameras stream live video to a web site on a dedicated server whenever I'm in the truck, even when the ignition is turned off. The cops might find all of my cameras if my truck is ever impounded, but they won't get the evidence. All have microphones, too (except the two pinhole cameras), and display the date and time on the recorded video. I have a camera in my sunglasses, and I carry a pen-camera in my shirt pocket, which is activated with a simple push of a button. I'm not a drug dealer or a criminal; I have a very good reason for this level of concern, which I might reveal in a future post.And finally …10). NEVER, and I mean NEVER, EVER, lie to your lawyer. Tell him or her EVERY LITTLE DETAIL, no matter how embarrassing it might be. It's his or her job to decide what to pursue and what to omit. Omitting any part of the factual details will likely come back to haunt you at the least convenient moment, and your credibility will be destroyed beyond repair. Your attorney doesn't like those types of surprises, because it makes you both look foolish. If your lie or omission is revealed in court, the jury (or judge) will have already convicted you before they even begin to deliberate your fate; if you lied about that, you're probably lying about something (or everything) else. They will prefer to err on the side of caution and find you guilty every time. Your lawyer isn't going to gossip about you (that's why the “lawyer/ client privelidge” is held inviolate), so come clean and spill your guts during your second meeting. The first, the initial consultation, should be a “broad-stroke” explanation of your case. Once he or she has accepted your case and you've signed the agreement, you should say, “I'd like the first available appointment so I can give you all the details.” In the meantime, gather up all your paperwork, write down the names and contact information of any witnesses you believe could help, and take pictures of the scene, any nearby landmarks and of anything else that might be considered material evidence (such as skid marks, tire tracks, damage to your car, visible footprints or whatever might help to reinforce your version of events). Print those pictures, write the details in block letters on the back of each image and give them all to your attorney. Again, let him or her decide which ones will be used in court. If he or she doesn't use some, or even any, of them, that's okay; it's better to have them and not need them, than to need them and not have them.Howard taught me a few other secrets, which I'll keep to myself for the time being (I don't want to give away the farm, so to speak).I guess I should add this disclaimer:The above is not intended to be, nor should it be taken as, legal advice. I've simply shared some of the things I learned from a man who knew his way around around a courtroom. Howard Grimm never tried to sugar-coat American jurisprudence, and he had three sons who were also very aggressive in matters of law. Police officers do not exist to protect us from harm. American courts all over the nation have long held that a police officer has no duty or obligation to put himself in harm's way to protect a citizen. In my opinion … I'll repeat that more loudly for those who are already upset from reading this post … IN MY OPINION, the police in the United States comprise the best-equipped, best-organized and largest criminal gang our nation has ever produced, and they only exist to protect each other from civilian redress when we're victimized by them. To be fair, this is a general, albeit personal, observation; I'm sure there are a few out there who believe themselves to be “good cops.” However, I believe that if any police officer has been on the force for more than a week, then he has either committed a violation of statutory or constitutional law or, if he hasn't done so personally, he knows of someone on the same force or within the same precinct who has committed such violations.Again, I'll point out that my opinions aren't borne out of something I heard Rush or Hannity say on the radio; these are my own beliefs, borne from my own bitter and disheartening experience with law enforcement officers, so don't waste your time or mine writing comments telling me how wrong I am or how tough your job is. Such comments will be deleted immediately. Want to change my mind? Give me my $80,000 back and I'll consider it. Short of that, I have no interest in reading any defense you might offer here on the forum, so you may direct your comments to my attorney of record. Your job is tough because you (or your colleagues) have made it that way, and now, with the advent of smart phones that ensure most citizens have a means to record what you're really up to, the blue curtain you've hidden behind for decades is finally being lifted.TL;DR:Bottom line? Don't trust police officers, prosecutors or elected officials. If any of the aforementioned tell you, “I just want to help you,” they're most likely lying to you, because it's perfectly legal for any of them to do that. If you lie to them, though, it's a criminal offense. That alone should illustrate the one-sided “us vs. them” environment they've created in this country.I'll wrap this up with one final recommendation for my fellow Quorans: Join the National Motorists Association (just Google motorists.org). It's $42 a year ($25 for a gift membership), they're non-profit and they REALLY look out for their members. If you get a speeding ticket, they have tons of reference materials they'll loan you for free that will help you prepare and win your case (or you can buy them if you want to keep them on hand). If you take a speeding ticket to court and lose, the NMA will reimburse you up to $150 in cash (one ticket per year). Don't take my word for it; just check out their web site - it's all there in writing. Another thing I like about the NMA is that they answer their own phones! When you call them, you won't get a call center rep who routes your call back to someone who will pass along your message; you'll be speaking with someone who is actually sitting in the NMA office, and prepared to answer your concerns or to help you decide how to handle that traffic infraction. I've been a member for nearly twenty years, and I donate to them whenever I can.Sorry for the long-winded diatribe; this is the longest answer I've ever posted on Quora, so thanks for letting me vent, and good luck to all.*EDIT:Okay, first of all, I just got off the phone with Kelly at the NMA. Membership fees have increased to $42, and gift memberships are now $25. I often give away gift memberships (10 in 2017), and the NMA extends my membership by a few months for every gift I make to someone. When I first joined many years ago, it was twenty bucks a year, but I guess everything is more expensive now than it was back then. I apologize for this oversight, and I've made the necessary correction in my post above (although it might still be incorrect in some of my responses to a few commenters).Moving on …While most of the comments I've received from those who have read this post have been positive, I'm catching some flak from a few others who have correctly pointed out that some of the above recommendations won't work out for everyone in every state. For example:If you live in one of the Commonwealth states (Kentucky, Virginia, Massachusetts and Pennsylvania), some of these strategies may not be available to you. Claiming indigence, for example, apparently doesn't work in Virginia, according to one commenter.Also, I want to emphasize that I am not an attorney, and this post is intended only to outline various tactics I've employed in my personal legal proceedings, both civil and criminal, which were related to me by a very successful attorney.I don't have a criminal record, although I was arrested for two felony counts in 2006 (I was acquitted of all charges at trial, and I have since had the arrest expunged).As one commenter (a practicing attorney) pointed out, there ARE times when a defendant should consider accepting a plea bargain. For example:I worked at a liquor store here in Fort Wayne when I was young. One night after closing, a burglar chopped a hole in the roof and became wedged in a ventilation duct. I heard him calling for help the next morning when I opened the store, called the fire department to have him extracted, and then called the owner of the store and apprised him of the situation. The owner arrived with the police in tow, and the would-be burglar was arrested the moment his feet touched solid ground.Under similar or comparable circumstances, of course, it should be obvious that any offer the prosecutor might make would be in the defendant's best interest.However, if you're ever arrested for a crime for which you KNOW you're innocent, I remain adamant that you should NOT accept a plea bargain. While it's possible you might be convicted at trial, even when you're innocent, it's just as likely that you will be acquitted.When a defendant's trial begins, his chances of conviction or acquittal are exactly 50/50. As the trial progresses, the pendulum will swing both ways during witness testimony. There are two major factors which will ultimately decide your fate:1). The eveidence against you (including witness testimony), whether it's bona fide or manufactured and,2). Which attorney's argument the judge or jury finds more convincing or credible.Before the attorneys here tear me a new one, I will state that there ARE other factors which come into play, but those two are the major ones.Most members here, I hope, will never face a criminal trial. Even so, most of you will receive the occasional parking ticket or traffic citation (speeding, dim license plate light, headlight/ brake light out, no seat belt or similar nonsense).Lawyers will tell me I'm full of it but, personally speaking, I NEVER just whip out my checkbook and pay the fine without forcing the prosecutor to relinquish a significant amount of his annual budget to prove I'm guilty; I'll waste as much of the state's money as I can. Since 2006, the police have mostly left me alone, because they know I’M GOING TO FIGHT BACK. The few times I have been stopped, they immediately dropped their adversarial attitude the moment I pointed out the video system I've installed in my truck which, incidentally, I keep in excellent repair.I have successfully utilized EVERY SINGLE ONE of the tactics I've outlined above at different times in my life, and I STILL recommend them. However, please use your God-given common sense to realize the laws may be different where you live, so some of them might still work for you, while others may not apply.If you get a traffic citation, do yourself a favor and call the National Motorists Association at (608) 849–6000. You'll be required to join for a year, but that'll be the best forty bucks you'll ever invest. The NMA will do everything in their considerable power to help you fight that ticket yourself and WIN, without having to hire an attorney.Also, I hope you'll read the input from other Quorans who have taken the time to comment on this post, as you'll find some very valuable information there. I'm not ashamed to admit I've learned a few things from them, and I'm grateful to all of you who have shared your knowledge and experience.Fred

Because these are mostly standard terms that appear in all similar contracts, whereas the things that differentiate one term sheet from another are major points such as the amount to be invested, the valuation of the company, the date of the closing, the allocation of board seats, etc.Those unique parameters are therefore listed up front and are typically the points that are subject to negotiation. In most cases (unless someone is trying to be very cute) the miscellaneous terms and conditions (sometimes referred to as “boilerplate”) will be similar—if not identical—among term sheets from different investors and are therefore included at the end.Representations and Warranties of the Company. By executing this Agreement, the Company makes the following representations, declarations, warranties and covenants to the Subscriber as of the date hereof, with the intent and understanding that the Subscriber will rely thereon:Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and lease its properties, to carry on its business as presently conducted and as presently proposed to be conducted and to carry out the transactions contemplated hereby. The Company is qualified as a foreign corporation in all such other jurisdictions, if any, in which the conduct of its business as presently conducted or as presently proposed to be conducted or its present ownership, leasing or operation of property requires such qualification and where the failure so to have qualified would have a material adverse effect on the Company.Authorization; Issuance. The execution, delivery and performance by the Company of this Agreement have been duly authorized (or will be duly authorized prior to the issuance of the Securities, as applicable) by all requisite corporate action by the Company; and the Transaction Documents have been (or upon delivery will have been) duly executed by the Company and will constitute the valid and binding obligation of the Company, enforceable in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and (ii) general principles of equity that restrict the availability of equitable remedies. The issuance, sale and delivery of the Securities have been duly authorized (or will be duly authorized prior to the issuance of the Securities, as applicable) by all requisite corporate action of the Company.No Conflict; Governmental and Other Consents.The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company is bound (including federal and state securities laws and regulations), (ii) result in the violation of any provision of the certificate of incorporation or bylaws of the Company, and (iii) conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under or give to others any rights of termination, amendment, acceleration or cancellation of, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company except in the case of clauses (i) and (iii) to the extent that any such violation, conflict or breach would not be reasonably likely to have a material adverse effect on the business of the Company.No consent, approval, authorization or other order of any governmental authority or other third-party is required to be obtained by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the Securities, except such post-Closing filings as may be required to be made with the SEC and with any state or foreign blue sky or securities regulatory authority.Representations and Warranties of the Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations, warranties and covenants to the Company as of the date hereof, with the intent and understanding that the Company will rely thereon:The Subscriber acknowledges that it has based its decision to invest on the information contained in this Agreement and the confidential term sheet distributed to Subscriber by the Company, and has not been furnished with any other offering literature or prospectus.The Subscriber acknowledges that Subscriber has read, understood and is familiar with the Risk Factors contained herein, is familiar with the nature of risks attending investments of this type, has determined that a purchase of the Securities is consistent with Subscriber’s investment objectives and reasonable in relation to the Subscriber’s net worth and financial needs.The Subscriber specifically acknowledges that it obtained the advice of its tax advisor to the extent the Subscriber deems necessary and to its satisfaction regarding the tax implications of an investment in the Securities.The Subscriber represents and warrants that it is acquiring the Securities for its own account as principal for investment and not with a view to resale or distribution and that the Subscriber will not sell or otherwise transfer the Securities except in accordance with applicable securities laws and the terms of the Note.The Subscriber has such knowledge and experience (together with its advisors, if any) in financial and business matters, and in particular the evaluation of early stage companies such as the Company, such that it is capable of evaluating the merits and risks of its purchase of the Securities as contemplated by this Agreement; and understands that the Company has no or a limited financial or operating history, the Securities are a speculative investment which involves a high degree of financial risk, and there is no assurance of any economic, income or tax benefit from such investment.The Subscriber represents and warrants that it is able to bear the economic risk of losing its entire investment in the Securities.The Subscriber represents and warrants that (i) ) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, (ii) it has adequate means of providing for its current needs and contingencies, (iii) it has no need for liquidity in its investment in the Securities, (iv) it maintains its principal place of business at the address shown on the signature page hereto, (v) all of its investments in and commitments to non-liquid investments are, and after its purchase of the Securities will be, reasonable in relation to its net worth and current needs, and (vi) the financial information provided by it accurately reflects its financial condition, with respect to which it does not anticipate any material adverse changes.The Subscriber understands that the Securities have not been registered under the Securities Act, or the securities laws of any state and, as the result thereof, are subject to substantial restrictions on transfer.The Subscriber has been advised and is aware that there is no public market for the Securities, nor is one expected to develop as a result of this Offering. The Subscriber agrees and understands that it will not sell or otherwise transfer any Securities or any interest therein unless the Company approves the transfer or sale, and the Subscriber provides the Company with an opinion of counsel which is satisfactory to the Company (both as to the issuer of the opinion and the form and substance thereof) that the Securities may be transferred in reliance on an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws.The Subscriber understands that no federal or state agency has approved or disapproved the Securities, passed upon or endorsed the merits of the offering thereof, or made any finding or determination as to the fairness of the Securities for investment.The Subscriber acknowledges that all material documents, records and books pertaining to this investment have, on its oral or written request, been made available to the Subscriber and to its advisors.The Subscriber acknowledges that the Company has made available to the Subscriber the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain any additional information, to the extent that the Company possesses such information, or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information given to the Subscriber or otherwise to make an informed investment decision.The Subscriber understands that the Securities are being offered and sold in reliance on specific exemptions from the registration requirements of federal and certain state securities laws and that the Company and controlling persons thereof are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Securities.The Subscriber represents that neither it nor any of its directors, executive officers, or other officers participating in the offering of Securities is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act.The Subscriber understands the meaning and legal consequences of the foregoing representations and warranties which are made for the purpose of qualifying such Subscriber as a suitable Subscriber. The Subscriber certifies that each of the representations and warranties set forth in this Section 8 is true and correct as of the date hereof and shall survive such date. The Subscriber understands that a false representation may constitute a violation of law and any person who suffers damage as a result of a false representation may have a claim against the Subscriber for damages. The Subscriber understands that the Company has the right to request additional information or corroboration.Indemnification. The Subscriber acknowledges and understands the meaning of the representations made by it in this Agreement and hereby agrees to indemnify and hold harmless the Company and all persons deemed to be in control of any of the foregoing from and against any and all loss, costs, expenses, damages and liabilities (including, without limitation, court costs and attorneys, fees) arising out of or due to a material breach by the Subscriber of any such representations. All representations shall survive the delivery of this Agreement and the purchase by the Subscriber of the Securities.The Company hereby agrees to indemnify and hold harmless the Subscriber from and against any and all loss, costs, expenses, damages and liabilities (including, without limitation, court costs and attorneys, fees) arising out of or due to a material breach by the Company of any representations and warranties set forth in this Agreement. All representations and warranties shall survive the acceptance of this Agreement by the Company and the purchase by the Subscriber of the Securities.Information Rights. So long as the Securities remain outstanding, the Company shall deliver to the Holders copies of all quarterly financial statements and narrative update reports that are prepared by management.Confidentiality. The Subscriber agrees that all information contained in the Note and all other proprietary information that the Subscriber has received or will receive from or as a security holder of the Company will be held by the Subscriber in the strictest confidence. Such information will not be used by the Subscriber for any purpose other than as a security holder in the Company and will not be disclosed to any other person by the Subscriber. Notwithstanding the foregoing, Subscriber may disclose financial information related to the Company to (i) the stockholders of Subscriber to the extent Subscriber is a corporation, (ii) the partners or members of Subscriber to the extent Subscriber is a partnership or limited liability company, as applicable, (iii) investors in Subscriber, (iv) employees of the Subscriber, and (v) advisors of the Subscriber, in each case, so long as such persons are under an obligation of confidentiality no less stringent than as set forth herein and Subscriber remains liable to ensure such stockholders, partners, members, investors, employees or advisors, as applicable, do not make unauthorized use or disclosure of such information.Notices. Notice, requests, demands and other communications relating to this Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, on the seventh day after the posting thereof; (c) sent by a nationally recognized overnight courier, on the next business day after deposit thereof, or (d) faxed, telecopied or e-mailed, on the date of such delivery to the address of the respective parties as follows:If to the Company, to: XXX with a required copy to: YYYIf to a Subscriber, to Subscriber’s address as shown on the signature page hereto, or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.Governing Law; Jurisdiction. This Securities Purchase Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to its conflicts of law principles.EACH OF SUBSCRIBERS AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF NEW YORK AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SECURITIES PURCHASE AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBERS AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SECURITIES PURCHASE AGREEMENT. EACH OF SUBSCRIBERS AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 12 OF THIS SECURITIES PURCHASE AGREEMENT.EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SECURITIES PURCHASE AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SECURITIES PURCHASE AGREEMENT. IN THE EVENT OF LITIGATION, THIS SECURITIES PURCHASE AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.Miscellaneous.All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.This Securities Purchase Agreement is not transferable or assignable by Subscriber.The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.None of the provisions of this Securities Purchase Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.In the event any part of this Securities Purchase Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.The invalidity, illegality or unenforceability of one or more of the provisions of this Securities Purchase Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Securities Purchase Agreement in such jurisdiction or the validity, legality or enforceability of this Securities Purchase Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.This Securities Purchase Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.The terms and provisions of this Securities Purchase Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.The headings used in this Securities Purchase Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.This Securities Purchase Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.If any recapitalization or other transaction affecting the capital stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Securities Purchase Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Securities Purchase Agreement.No failure or delay by any party in exercising any right, power or privilege under this Securities Purchase Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

In the context of a legal agreement—which is what a term sheet is—a “schedule” is a list of things that are referenced in the agreement. Often, for complex agreements, there are many things that need to be listed. Examples might be:Names and salaries of employeesNames and ownership interests of shareholdersSoftware licensesPatents and intellectual propertyComputers and other owned equipmentLeases the company has signedEtc.Instead of putting all this directly into the agreement, they will instead be listed separately and attached to the end, with the agreement itself just saying something like “the employees as listed in Schedule A”.There is no particular order in which schedules are attached, although it is typically in the order in which they are referenced in the document. And for purposes of clarity, each schedule is numbered (or, more often, lettered, starting with “Schedule A”.)To give you an idea of the kind of schedules you might find in the actual closing documents of an investment (although likely not the term sheet), take a look at this typical due diligence list:A. Organization of the Company1. Describe the corporate or other structure of the legal entities that comprise the Company. Include any helpful diagrams or charts. Provide a list of the officers and directors of the Company and a brief description of their duties.2. Long-form certificate of good standing and articles or certificate of incorporation from Secretary of State or other appropriate official in the Company's jurisdiction of incorporation, listing all documents on file with respect to the Company, and a copy of all documents listed therein.3. Current by-laws of the Company.4. List of all jurisdictions in which the Company is qualified to do business and list of all other jurisdictions in which the Company owns or leases real property or maintains an office and a description of business in each such jurisdiction. Copies of the certificate of authority, good standing certificates and tax status certificates from all jurisdictions in which the Company is qualified to do business.5. All minutes for meetings of the Company's board of directors, board committees and stockholders for the last five years, and all written actions or consents in lieu of meetings thereof.6. List of all subsidiaries and other entities (including partnerships) in which the Company has an equity interest; organizational chart showing ownership of such entities; and any agreements relating to the Company's interest in any such entity.B. Ownership and Control of the Company1. Capitalization of the Company, including all outstanding capital stock, convertible securities, options, warrants and similar instruments.2. List of securityholders of the Company (including option and warrant holders), setting forth class and number of securities held.3. Copies of any voting agreements, stockholder agreements, proxies, transfer restriction agreements, rights of first offer or refusal, preemptive rights, registration agreements or other agreements regarding the ownership or control of the Company.C. Assets and Operations1. Annual financial statements with notes thereto for the past three fiscal years of the Company, and the latest interim financial statements since the end of the last fiscal year and product sales and cost of sales (including royalties) analysis for each product which is part of assets to be sold.2. All current budgets and projections including projections for product sales and cost of sales.3. Any auditors (internal and external) letters and reports to management for the past five years (and management's responses thereto).4. Provide a detailed breakdown of the basis for the allowance for doubtful accounts.5. Inventory valuation, including turnover rates and statistics, gross profit percentages and obsolescence analyses including inventory of each product which is part of assets to be sold.6. Letters to auditors from outside counsel.7. Description of any real estate owned by the Company and copies of related deeds, surveys, title insurance policies (and all documents referred to therein), title opinions, certificates of occupancy, easements, zoning variances, condemnation or eminent domain orders or proceedings, deeds of trust, mortgages and fixture lien filings.8. Schedule of significant fixed assets, owned or used by the Company, including the identification of the person holding title to such assets and any material liens or restrictions on such assets.9. Without duplication from Section D below, or separate intellectual property due diligence checklist, schedule of all intangible assets (including customer lists and goodwill) and proprietary or intellectual properties owned or used in the Company, including a statement as to the entity holding title or right to such assets and any material liens or restrictions on such assets. Include on and off balance sheet items.D. Intellectual PropertyList of all patents, trademarks, tradenames, service marks and copyrights owned or used by the Company, all applications therefor and copies thereof, search reports related thereto and information about any liens or other restrictions and agreements on or related to any of the foregoing (without duplication from attached intellectual property due diligence checklist).E. Reports1. Copies of any studies, appraisals, reports, analyses or memoranda within the last three years relating to the Company (i.e., competition, products, pricing, technological developments, software developments, etc.).2. Current descriptions of the Company that may have been prepared for any purpose, including any brochures used in soliciting or advertising.3. Descriptions of any customer quality awards, plant qualification/certification distinctions, ISO certifications or other awards or certificates viewed by the Company as significant or reflective of superior performance.4. Copies of any analyst or other market reports concerning the Company known to have been issued within the last three years.5. Copies of any studies prepared by the Company regarding the Company's insurance currently in effect and self-insurance program (if any), together with information on the claim and loss experience thereunder.6. Any of the following documents filed by the Company or affiliates of the Company and which contain information concerning the Company: annual reports on SEC Form 10-K; quarterly reports on SEC Form 10-Q; current reports on SEC Form 8-K.F. Compliance with Laws1. Copies of all licenses, permits, certificates, authorizations, registrations, concessions, approvals, exemptions and other operating authorities from all governmental authorities and any applications therefor, and a description of any pending contemplated or threatened changes in the foregoing.2. A description of any pending or threatened proceedings or investigations before any court or any regulatory authority.3. Describe any circumstance where the Company has been or may be accused of violating any law or failing to possess any material license, permit or other authorization. List all citations and notices from governmental or regulatory authorities.4. Schedule of the latest dates of inspection of the Company's facilities by each regulatory authority that has inspected such facilities.5. Description of the potential effect on the Company of any pending or proposed regulatory changes of which the Company is aware.6. Copies of any information requests from, correspondence with, reports of or to, filings with or other material information with respect to any regulatory bodies which regulate a material portion of the Company's business. Limit response to the last five years unless an older document has a continuing impact on the Company.7. Copies of all other studies, surveys, memoranda or other data on regulatory compliance including: spill control, environmental clean-up or environmental preventive or remedial matters, employee safety compliance, import or export licenses, common carrier licenses, problems, potential violations, expenditures, etc.8. State whether any consent is necessary from any governmental authority to embark upon or consummate the proposed transaction.9. Schedule of any significant U.S. import or export restrictions that relate to the Company's operations.10. List of any export, import or customs permits or authorizations, certificates, registrations, concessions, exemptions, etc., that are required in order for the Company to conduct its business and copies of all approvals, etc. granted to the Company that are currently in effect or pending renewal.11. Any correspondence with or complaints from third parties relating to the marketing, sales or promotion practices of the Company.G. Environmental Matters1. A list of facilities or other properties currently or formerly owned, leased, or operated by the Company and its predecessors, if any.2. Reports of environmental audits or site assessments in the possession of the Company, including any Phase I or Phase II assessments or asbestos surveys, relating to any such facilities or properties.3. Copies of any inspection reports prepared by any governmental agency or insurance carrier in connection with environmental or workplace safety and health regulations relating to any such facilities or properties.4. Copies of all environmental and workplace safety and health notices of violations, complaints, consent decrees, and other documents indicating noncompliance with environmental or workplace safety and health laws or regulations, received by the Company from local, state, or federal governmental authorities. If available, include documentation indicating how such situations were resolved.5. Copies of any private party complaints, claims, lawsuits or other documents relating to potential environmental liability of the Company to private parties.6. Listing of underground storage tanks currently or previously present at the properties and facilities listed in response to Item 1 above, copies of permits, licenses or registrations relating to such tanks, and documentation of underground storage tank removals and any associated remediation work.7. Descriptions of any release of hazardous substances or petroleum known by the Company to have occurred at the properties and facilities listed in response to Item 1, if such release has not otherwise been described in the documents provided in response to Items 1-6 above.8. Copies of any information requests, PRP notices, "106 orders," or other notices received by the Company pursuant to CERCLA or similar state or foreign laws relating to liability for hazardous substance releases at off-site facilities.9. Copies of any notices or requests described in Item 8 above, relating to potential liability for hazardous substance releases at any properties or facilities described in response to Item 1.10. Copies of material correspondence or other documents (including any relating to the Company's share of liability) with respect to any matters identified in response to Items 8 and 9.11. Copies of any written analyses conducted by the Company or an outside consultant relating to future environmental activities (i.e., upgrades to control equipment, improvements in waste disposal practices, materials substitution) for which expenditure of funds greater than $10,000 is either certain or reasonably anticipated within the next five years and an estimate of the costs associated with such activities.12. Description of the workplace safety and health programs currently in place for the Company's business, with particular emphasis on chemical handling practices.H. Litigation1. List of all litigation, arbitration and governmental proceedings relating to the Company to which the Company or any of its directors, officers or employees is or has been a party, or which is threatened against any of them, indicating the name of the court, agency or other body before whom pending, date instituted, amount involved, insurance coverage and current status. Also describe any similar matters which were material to the Company and which were adjudicated or settled in the last ten years.2. Information as to any past or present governmental investigation of or proceeding involving the Company or the Company's directors, officers or employees.3. Copies of all attorneys' responses to audit inquiries.4. Copies of any consent decrees, orders (including applicable injunctions) or similar documents to which the Company is a party, and a brief description of the circumstances surrounding such document.5. Copies of all letters of counsel to independent public accountants concerning pending or threatened litigation.6. Any reports or correspondence related to the infringement by the Company or a third party of intellectual property rights.I. Significant Contracts and Commitments1. Contracts relating to any completed (during the past 10 years) or proposed reorganization, acquisition, merger, or purchase or sale of substantial assets (including all agreements relating to the sale, proposed acquisition or disposition of any and all divisions, subsidiaries or businesses) of or with respect to the Company.2. All joint venture and partnership agreements to which the Company is a party.3. All material agreements encumbering real or personal property owned by the Company including mortgages, pledges, security agreements or financing statements.4. Copies of all real property leases relating to the Company (whether the Company is lessor or lessee), and all leasehold title insurance policies (if any).5. Copies of all leases of personal property and fixtures relating to the Company (whether the Company is lessor or lessee), including, without limitation, all equipment rental agreements.6. Guarantees or similar commitments by or on behalf of the Company, other than endorsements for collection in the ordinary course and consistent with past practice.7. Indemnification contracts or arrangements insuring or indemnifying any director, officer, employee or agent against any liability incurred in such capacity.8. Loan agreements, notes, industrial revenue bonds, compensating balance arrangements, lines of credit, lease financing arrangements, installment purchases, etc. relating to the Company or its assets and copies of any security interests or other liens securing such obligations.9. No-default certificates and similar documents delivered to lenders for the last five (or shorter period, if applicable) years evidencing compliance with financing agreements.10. Documentation used internally for the last five years (or shorter time period, if applicable) to monitor compliance with financial covenants contained in financing agreements.11. Any correspondence or documentation for the last five years (or shorter period, if applicable) relating to any defaults or potential defaults under financing agreements.12. Contracts involving cooperation with other companies or restricting competition.13. Contracts relating to other material business relationships, including:a. any current service, operation or maintenance contracts;b. any current contracts with customers;c. any current contracts for the purchase of fixed assets; andd. any franchise, distributor or agency contracts.14. Without duplicating Section D above or the intellectual property due diligence schedule hereto, contracts involving licensing, know-how or technical assistance arrangements including contracts relating to any patent, trademark, service mark and copyright registrations or other proprietary rights used by the Company and any other agreement under which royalties are to be paid or received.15. Description of any circumstances under which the Company may be required to repurchase or repossess assets or properties previously sold.16. Data processing agreements relating to the Company.17. Copies of any contract by which any broker or finder is entitled to a fee for facilitating the proposed transaction or any other transactions involving the Company or its properties or assets.18. Management, service or support agreements relating to the Company, or any power of attorney with respect to any material assets or aspects of the Company.19. List of significant vendor and service providers (if any) who, for whatever reason, expressly decline to do business with the Company.20. Samples of all forms, including purchase orders, invoices, supply agreements, etc.21. Any agreements or arrangements relating to any other transactions between the Company and any director, officer, stockholder or affiliate of the Company (collectively, "Related Persons"), including but not limited to:a. Contracts or understandings between the Company and any Related Person regarding the sharing of assets, liabilities, services, employee benefits, insurance, data processing, third-party consulting, professional services or intellectual property.b. Contracts or understandings between Related Persons and third parties who supply inventory or services through Related Persons to the Company.c. Contracts or understandings between the Company and any Related Person that contemplate favorable pricing or terms to such parties.d. Contracts or understandings between the Company and any Related Person regarding the use of hardware or software.e. Contracts or understandings regarding the maintenance of equipment of any Related Person that is either sold, rented, leased or used by the Company.f. Description of the percentage of business done by the Company with Related Persons.g. Covenants not to compete and confidentiality agreements between the Company and a Related Person.h. List of all accounts receivable, loans and other obligations owing to or by the Company from or to a Related Person, together with any agreements relating thereto.22. Copies of all insurance and indemnity policies and coverages carried by the Company including policies or coverages for products, properties, business risk, casualty and workers compensation. A description of any self-insurance or retro-premium plan or policy, together with the costs thereof for the last five years. A summary of all material claims for the last five years as well as aggregate claims experience data and studies.23. List of any other agreements or group of related agreements with the same party or group of affiliated parties continuing over a period of more than six months from the date or dates thereof, not terminable by the Company on 30 days' notice.24. Copies of all supply agreements relating to the Company and a description of any supply arrangements.25. Copies of all contracts relating to marketing and advertising.26. Copies of all construction agreements and performance guarantees.27. Copies of all secrecy, confidentiality and nondisclosure agreements.28. Copies of all agreements related to the development or acquisition of technology.29. Copies of all agreements outside the ordinary course of business.30. Copies of all warranties offered by the Company with respect to its product or services.31. List of all major contracts or understandings not otherwise previously disclosed under this section, indicating the material terms and parties.32. For any contract listed in this Section I, state whether any party is in default or claimed to be in default.33. For any contract listed in this Section I, state whether the contract requires the consent of any person to assign such contract or collaterally assign such contract to any lender.NOTE: Remember to include all amendments, schedules, exhibits and side letters. Also include brief description of any oral contract listed in this Section I.J. Employees, Benefits and Contracts1. Copies of the Company's employee benefit plans as most recently amended, including all pension, profit sharing, thrift, stock bonus, ESOPs, health and welfare plans (including retiree health), bonus, stock option plans, direct or deferred compensation plans and severance plans, together with the following documents:a. all applicable trust agreements for the foregoing plans;b. copies of all IRS determination letters for the foregoing qualified plans;c. latest IRS forms for the foregoing qualified plans, including all annual reports, schedules and attachments;d. latest copies of all summary plan descriptions, including modifications, for the foregoing plans;e. latest actuarial evaluations with respect to the foregoing defined benefit plans; andf. schedule of fund assets and unfunded liabilities under applicable plans.2. Copies of all employment contracts, consulting agreements, severance agreements, independent contractor agreements, non-disclosure agreements and non-compete agreements relating to any employees of the Company.3. Copies of any collective bargaining agreements and related plans and trusts relating to the Company (if any). Description of labor disputes relating to the Company within the last three years. List of current organizational efforts and projected schedule of future collective bargaining negotiations (if any).4. Copies of all employee handbooks and policy manuals (including affirmative action plans).5. Copies of all OSHA examinations, reports or complaints.6. The results of any formal employee surveys.K. Tax Matters1. Copies of returns for the three prior closed tax years and all open tax years for the Company (including all federal and state consolidated returns) together with a work paper therefor wherein each item is detailed and documented that reconciles net income as specified in the applicable financial statement with taxable income for the related period.2. Audit and revenue agents reports for the Company; audit adjustments proposed by the Internal Revenue Service for any audited tax year of the Company or by any other taxing authority; or protests filed by the Company.3. Settlement documents and correspondence for last six years involving the Company.4. Agreements waiving statute of limitations or extending time involving the Company.5. Description of accrued federal, state and local withholding taxes and FICA for the Company.6. List of all state, local and foreign jurisdictions in which the Company pays taxes or collects sales taxes from its retail customers (specifying which taxes are paid or collected in each jurisdiction).L. Miscellaneous1. Information regarding any material contingent liabilities and material unasserted claims and information regarding any asserted or unasserted violation of any employee safety and environmental laws and any asserted or unasserted pollution clean-up liability.2. List of the ten largest customers and suppliers for each product or service of the Company.3. List of major competitors for each business segment or product line.4. Any plan or arrangement filed or confirmed under the federal bankruptcy laws, if any.5. A list of all officers, directors and stockholders of the Company.6. All annual and interim reports to stockholders and any other communications with securityholders.7. Description of principal banking and credit relationships (excluding payroll matters), including the names of each bank or other financial institution, the nature, limit and current status of any outstanding indebtedness, loan or credit commitment and other financing arrangements.8. Summary and description of all product, property, business risk, employee health, group life and key-man insurance.9. Copies of any UCC or other lien, judgment or suit searches or filings related to the Company in relevant states conducted in the past three years.10. Copies of all filings with the Securities and Exchange Commission, state blue sky authorities or foreign security regulators or exchanges.11. All other information material to the financial condition, businesses, assets, prospects or commercial relations of the Company.