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Real Estate Service

Location:
San Diego, CA
Posted:
February 26, 2013

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Resume:

Leanna M. Ajour

720-***-**** (cell) aboijp@r.postjobfree.com 17045 Hastings Ave Parker,

CO 80134

LEGAL EXPERIENCE

Messner & Reeves, LLC, Denver, CO May 2010 - October 2012

Corporate (Finance & Securities) Associate; Summer Associate

GENERAL JOB DUTIES

Regular correspondence and collaboration with attorney colleagues, industry

professionals of NYSE, SEC, Australian Securities Exchange (ASX), and

high-level management of corporate clients in connection with transactions.

Draft client updates and articles regarding legal developments in corporate

and corporate finance law, such as the removal of the general solicitation

ban and allowance of crowdfunding as an exemption to the Securities Act of

1933 registration requirements through the Jumpstart Our Business Start Ups

(JOBS) Act.

MERGERS & ACQUISITIONS

Drafted and negotiated Securities Purchase Agreement and ancillary documents

for a merger with $40 million purchase price in connection with

representation of oil and gas company traded on the Australian Stock

Exchange divesting its wholly owned subsidiary to a U.S. NYSE-traded oil and

gas company.

Advised private company with its reverse merger into a public shell listed

on the OTCBB and assisted with due diligence review in connection with same.

Represented a private company in the $17 million purchase of membership

interests in a Texas LLC.

Advised special committee in connection with a potential conflict of

interest arising out of a proposed merger between publicly traded companies.

Review and analysis of NYSE, NASDAQ, and ASX listing rules in connection

with M&A deals.

SECURITIES TRANSACTIONS & FILINGS AND PRIVATE EQUITY OFFERINGS

Worked with private equity firm clients in the structuring of new funds,

including real estate funds, and in the development and management of their

portfolios through acquisitions and sales.

Prepared PPM for a $7 million equity offering for a fast-casual expanding

restaurant chain.

Prepared PPM for a Colorado gourmet grocery store to provide funding for a

second store.

Assisted in preparation of Form S-3 shelf registration for NASDAQ listed

entity.

Advised a publicly traded company in the private issuance of $3.5 million in

common stock and preparation of subsequent Form S-1 registration statement.

Assisted in representation of international, NYSE-traded, $10.8 billion

dollar market cap restaurant chain with various Exchange Act reports (e.g.

Form 10-K, Form 10-Q, Form 8-K, Definitive and Preliminary Proxy Statements,

and Forms 4 and 5).

GENERAL CORPORATE

Advised client, a major information technology service provider listed on

the NASDAQ, in the renegotiation of ITO outsourcing agreements aggregating

$150 million; including drafting and negotiating master service agreements,

license agreements, and statements of work.

Represented a publicly traded oil and gas company in the negotiation of an

amendment to a $20 million promissory note.

Advised company regarding factors related to necessity of registration as a

broker under the Investment Advisors Act of 1940, particularly in relation

to transaction based compensation.

Converted a Delaware corporation into a Colorado limited liability company.

Drafted and negotiated various corporate documents for an array of

businesses from emerging entities to Fortune 500 companies, to include

operating agreements, board of director and shareholder consents, secretary

certificates, voting agreements, shareholder agreements, promissory notes,

and the like.

Assisted emerging non-profit entity in filing and obtaining tax-exempt

status with the Internal Revenue Service.

Drafted and negotiated various contracts, including veterinary supply

contracts for international NASDAQ-listed company with $47 million market

cap, $1.2 million armored car cash service agreement for restaurant chain,

and $1.5 million dollar advertising placement agreement with internet and

smartphone multi-media organization.

Researched and prepared client memoranda regarding fiduciary duties,

compliance under NYSE rules, and related corporate governance issues.

Lockheed Martin, Littleton, CO January 2010

- May 2010

Corporate Apprentice

. Draft memorandum regarding various contract issues.

. Review and redline government contracts.

. Conduct legal research regarding various issues under and preparation

of presentation regarding the Foreign Corrupt Practices Act.

EDUCATION

University of Denver Sturm College of Law, Denver, CO

J.D., May 2011

Colorado Bar Admission, October 2011; California Bar Applicant, February

2013

Honors:

. Order of St. Ives: Legal honorary society recognizing

graduating students ranked in the top 10%;

. Scholastic Excellence Awards (highest grade) in Civil

Procedure and Intellectual Property

Scholarships:

. Timothy P. Schimberg Diversity

. Sturm College of Law Academic Merit

. Albert & Rosalie Brenman Family

. Martin H. Shore

. Viola Vestal Coulter Foundation/Howard E. Parks Scholarships

Activities:

. ABA National Appellate Advocacy Travelling Team

. Student Trial Lawyers Association Mock Trial Competitor

. Business Law Society

University of Denver, Denver, CO

B.A. in Criminology, Political Science Minor, May 2008

GPA: 3.92 (magna cum laude)

Honors: Phi Beta Kappa; Dean's List; Pi Sigma Alpha Political

Science Honors

Society; Alpha Kappa Delta Honors Society; International

Sociology Honors Society

Transfer: University of Colorado at Colorado Springs; GPA: 4.0 (2004

- 2005)

ADDITIONAL EXPERIENCE

Columbine Signing Services, Denver CO

June 2006 - December 2009

Receptionist/Legal Secretary

. Conduct research and compliance under RESPA and Open Records Act,

including knowledge and familiarity with HUD Settlement Statements,

Truth in Lending and Colorado Tangible Net Benefit Disclosures,

etcetera.

. Loan presentations for an array of real estate transactions, including

home refinances and fractional ownership purchases in vacation

properties.

. Answer phones; transcribe reports for attorneys; assist clientele.

Colorado State Representative Jeanne Labuda, Denver, CO January 2006

- June 2006

Legislative Intern

. Conducted research and drafted summaries of legislation associated

with Veteran's Affairs/Judiciary Committee.

. Honors: Received 'Sincere Commendations' Award from House Speaker

Romanoff; Marsico Internship Recipient.

The Scribe (Student Newspaper), Colorado Springs August 2004 - March 2005

Feature Stories/Political & Sports Beat Reporter

. Conduct interviews; research University, local, and global politics;

draft articles for publication within specified deadlines and word

limitations; regular editing of newspaper articles and advertisements.

BAR ASSOCIATION & COMMUNITY INVOLVEMENT

American Bar Association

. Business Law Section Committees: LGBT; M&A Two-Step Auction; M&A

Private Equity Committee; M&A Dictionary Committee; Model Stock

Purchase Agreement Revisions; International M&A; Governance Issues in

Business Combinations; Mergers & Acquisitions; Private Equity and

Venture Capital Committee: Securitization & Structured Finance

. Current Projects: Drafting/revising Model Tender Offer Publication;

Review/revision of M&A Terms for M&A Dictionary Publication

Community

. Volunteer, Rocky Mountain Micro Finance 2010 - Present;

. Whitehouse Project 2007 - Present

. Volunteer, Pioneer Partners January 2006 - June 2006

OTHER

. Language Skills: Fluency in English, proficiency in Spanish; basic

Arabic

. Background: Middle Eastern/Native American; dual Jordanian/American

citizen



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