Medical Device Real Estate

Hool Law Group, PLC

Biltmore Financial Center

**** *. ********* ****, ***** 1020

Phoenix, AZ 85016

602-***-**** Office Direct 602-***-****

602-***-**** Fax *****@************.***

MICHAEL D. HOOL

Practice: Mr. Hool s practice is focused primarily on corporate and commercial representation, securities, finance

and venture capital, mergers and acquisitions, corporate governance maters, and all aspects of counseling

emerging growth companies primarily in Arizona, California, and the Rocky Mountain Region. A large

portion of Mr. Hool s practice is focused on representing established and emerging entities whose

principal asset is intellectual property. Mr. Hool also has broad merger and acquisition experience,

ranging from large hundred million dollar transactions such as the acquisition and financing of an NHL

hockey franchise, roll-up acquisitions into public entities in the recycling, electrical contracting, web-

hosting and temporary staffing industries, the sale of health care systems, to acquisition and sale of a

variety of closely-held enterprises. Mr. Hool has significant experience structuring many different types

of venture relationships, including: (i) a joint venture of seven health care systems; (ii) creating an

intellectual property consortium whose members included the U.S. Army, universities and fortune 500

companies, and (iii) creating manufacturing and research joint ventures between U.S. companies and

those in Mexico and India. Mr. Hool also regularly counsels boards of directors and shareholders of

public and private companies on a broad variety of corporate matters. Finally, Mr. Hool has lectured

and authored papers on a broad variety of topics, including securities law issues, venture capital and

financing, and sale of business topics and he has served on boards of a variety of profit and non-profit

entities. He is an active angel investor with a portfolio that includes social media, medical device, and

clean tech companies.

Experience: Hool Law Group, PLC, Phoenix, Arizona, (2008-Present) Managing Partner

Rogers & Hool LLP, Phoenix, Arizona, (2006-2008) Managing Partner

Rogers & Theobald LLP, Phoenix, Arizona, (2002-2006) Partner, Management Committee.

Mariscal, Weeks, McIntyre & Friedlander, P.A., Phoenix, Arizona, Partner (1994-2002), Chair of

Corporate and Securities Practice; Associate (1988-1994).

Education: J.D., cum laude, Arizona State University College of Law, Tempe, Arizona,

Executive Managing Editor, Arizona State Law Journal

B.S. Finance, honors, Arizona State University, Tempe, Arizona

Sample Chair (2004), Vice-Chair (2003) Board Member, Arizona Venture Capital Conference

Affiliations: Board Member, Selection Committee, Arizona Technology Investor Forum

Invest Southwest, Selection Committee and Board Member, multiple years

Board Member, Selection Committee, Biltmore Angel Group

Executive Board and Charter Member and President, various years, The Indus Entrepreneurs (TiE)

Board Member (past), Phoenix Center for Community Development

Board Member (past), Humanitarian Aid Response Teams

Member, Arizona Business Leadership

Past Chair, Financing Task Force, Phoenix Chamber of Commerce

Member, American Bar Association, (various times) Securities Section, Intellectual Property, Emerging

Growth Ventures

Member, State Bar of Arizona, (various times) Corporate Section, Intellectual Property

Sample See attached.

Engagements

MICHAEL D. HOOL

SAMPLE ENGAGEMENTS

Finance

Representing a variety of investors and issuing companies in connection with financing transactions.

Some typical examples include:

Representing venture capital firms documenting investments in private companies;

Representing emerging companies in connection with various rounds of angel and institutional

financings; and

Representing issues in project finance and equipment leasing transactions.

Private Equity

Creation of fund formation documentation and investor capital formation transactions (venture

capital;

Private equity, venture-backed equipment lease pools, SBIC fund); and

Representing funds in connection with portfolio investments and restructure and sale of portfolio

companies.

Mergers & Acquisitions

Negotiate and document a wide range of reorganization and purchase/sale transactions. Some typical

examples include:

Representing the purchaser of the NHL hockey team, including representation in connection with

the acquisition, bank financing, and matters relative to arena rights;

Representing the sellers in connection with the sale of two large hospital systems;

Representing several sellers in a large roll-up of electrical contractors throughout the United

States into publicly traded entity;

Representing a recycling holding company to acquire six regional recycling companies in

anticipation of a public offering in the United Kingdom;

Representing a franchise system to acquire a public entity and roll-up acquisitions of the

franchisee stores; and

Representing a variety of sellers and buyers of closely-held technology and manufacturing

businesses.

Start-Ups

Representing entrepreneurs in a broad variety of businesses on all phases of launch. Such services

typically include:

Entity formation and capital structure

Seed, angel and venture finance

Transferring and documenting intellectual property

Creating stock inventive and option plans

Drafting agreements for important relationships among founders, employees, and business

partners

Technology

Counsel a broad variety of entities engaged in exploiting technology. Some typical examples include:

MICHAEL D. HOOL

Representing a major university in connection with its licensing of intellectual property and

creation of spin-out companies;

Representing several biotech enterprises through various rounds of financing and licensing of the

technology; and

Representing a cosmetics manufacturer and distributor in connection with its intellectual

property rights throughout the world.

Corporate

Advise clients and prepare documentation for public and private corporate transactions, including

documenting shareholder meetings, solicitation of proxies, advising board on fiduciary duty issues in connection

with transactions, and assisting with public reporting requirements. Some typical examples include:

Advising a board of a public company in connection with its acquisition strategy and counseling of

the board in financial restructuring transactions;

Advising small public company in connection with its roll-up acquisition of 71 franchisees into the

public entity and advising the board on additional acquisitions; and

Representing a variety of high-growth private corporations in connection with financial

structuring and shareholder and board approvals for various rounds of private and institutional

investment into the companies.

Joint Ventures/Collaborations

Counsel a variety of entities engaged in collaborative/joint venture activity. Some typical examples

include:

Representing seven health-care systems in the formation of a collaborative venture to share

outcome and utilization review data;

Representing the principals in the formation of a large intellectual property consortium consisting

of the U.S. Army, major universities, and fortune 500 companies;

Representing bio-technology products company in connection with joint ventures with large

pharmaceutical corporations for vertical product markets;

Representing privately-held technology based corporation in connection with joint venture

relationships and large product delivery contracts in the United Arab Emirates and India; and

Representing a start-up in collaborations for manufacturing entities in China, Singapore, and

Malaysia.

Regulatory

Representing a variety of entities in connection with regulatory compliance and licensing matters. Some

typical examples include:

Representing various issuers in connection with inquiries by the Securities and Exchange

Commission or state regulators;

Representing brokers and investment advisors in connection with regulatory inquiries and audit

reviews; and

Representing companies dealing with various state regulatory agencies, including the State Banking

Department, Department of Real Estate, Securities Division, and Department of Insurance.

Contact this candidate