GARY A. SCHONWALD

** ********* **** ******, ** NW11 6DT

*** *. **** **, ***. 16 H New York, New York 10075

UK: 077******** USA: 917-***-**** ac114p@r.postjobfree.com

SOLICITOR and ATTORNEY AT LAW

Seasoned corporate and IP transaction and commercial attorney residing in England and fully qualified both in the U.S. (New York) and in England and Wales with substantial experience in negotiating, managing, structuring and documenting a broad range of corporate and business transactions in the both countries for individual and business entity clients.

EDUCATION

A.B. Columbia College 1964 (government)

J.D. Columbia Law School 1967

Risk Analysis and Risk Compliance- -non degree courses at New York University in 2010 and 2011 and at

EDHEC in 2014/15

Securities Reform Regimes Study of U.S. and U.K. securities regulatory reforms following 2007/8 international financial collapse--ongoing

BAR ADMISSIONS

New York 1967

Florida 1978

Supreme Court of England and Wales 1995

PROFESSIONAL LAW PRACTICE AFFILIATIONS

1967 – 1968 Law Clerk, Hon. Edward J. Dimock, U.S. District Court, SDNY

1968 – 1973 Paul, Weiss, Rifkind, Wharton & Garrison (Associate) -New York-world wide corporate and general practice law firm

1973 – 1976 Freeman, Meade, Wasserman, Sharfman & Schneider (Associate)-New York M & A boutique, securities regulation

1976 – 1989 Law Offices of Gary A. Schonwald/ Schonwald, Schaffzin & Mullman ( Senior Partner) New York M & A boutique, securities regulation and commercial practice

1989 – 1997 Tenzer Greenblatt LLP (now Blank, Rome) (Partner) New York

M & A, commercial law, public and private equity and debt financing, SEC regulation

1997 – 2003 Frankfurt Kurnit Klein & Selz (Partner) New York

M&A and commercial law for media and entertainment clients, licensing and other IP transactions; advise entertainment entities on fund raising .

2003 – 2010 Reitler Kailas & Rosenblatt (Partner) New York

M & A, commercial law, venture and private equity and debt financing, SEC regulation. IP licensing

2010 – Present Law Offices of Gary A. Schonwald ( Senior Partner) New York and London

M & A, commercial law, venture and private equity and debt financing, SEC regulation, FCA regulation, UK and US corporate governance, IP licensing; advising US entities on financial transaction in the UK and UK entities on transactions in the U.S.

CORE COMPETENCIES

Corporate/Commercial Law Intellectual Property Law

Mergers and Acquisitions Joint Ventures Venture Capital Private Equity Debt & Equity

Securities Technology Start-Up Technology Licensing & Financing

Cross-Border Financing Strategic Planning Negotiation Legal Document Drafting & Management

Risk Analysis & Mitigation Regulatory Compliance

Practice Management Marketing/Business Development Client Relationship Management

Networking & Alliance Building Leadership & Mentoring Verbal & Written Communication

LEGAL TRANSACTIONAL EXPERIENCE ( involving London (L), New York(NY) and/0r cross border (CB), as indicated)

I have been the managing lawyer or member of a legal team for structuring, drafting and negotiating,

as well as the introducinglawyer, for most the transactions described below, among others:

ASSET AND STOCK ACQUISITION/SALES OF BUSINESS ENTITIES; BUSINESS FINANCING

Represented clients in numerous industry segments in traditional financing, merger and acquisition transactions ranging in value from $2.om up to over $400,000,000 including:

●Sale of International music publisher/record company to UK buyer (L, NY, CB);

● Multiple private offerings of equity in U.S. technology companies to high net worth UK investors (L, NY, CB);

●Acquisition of magazine and book publishing entities by U.S. media and communications company (NY);

●Acquisition of UK based electric motor manufacturer by US electric motor manufacturer (NY, L, and CB)

●Public financing of film colorization company (NY)

INVESTMENT PARTNERSHIP/LIMITED LIABILITY COMPANY FORMATION AND STRUCTURE

Routinely advise on the form and structure of pass-through entities for startup operating businesses as well as investment vehicles. (NY)

ANGEL, VENTURE AND INSTITUTIONAL FINANCING AS PRIVATE PLACEMENTS

Represented startup, early stage companies, and post start up entities as well as the funding entities in angel, venture and institutional financings ranging in size from less than $100,000 to over $ 500,000,000 in first rounds and later stage financings including asset based and revolving credit facilities. Clients have included biotechnology startups, software entities, on-line business entities, financial entities, state-of-the-art hearing aid manufacturer, computer-generated instant lottery card manufacturer and lottery systems advisor, CATV entities, computer-assisted speech devices, developer of intelligent agents for intranet and internet applications, an interactive on-line job bulletin board, and traditional business entities.(principally NY with lesser activity in L) including:

●$500,000,000 unsecured debt facility for a publicly traded cable television company ( NY)

●Aggregate of over $100,000,000 raised in multiple rounds for a cancer immunology startup for R & D, FDA applications and product testing (NY)

●$125,000,000 secured debt facility for purchase of a music publishing company (NY)

●Aggregate of £10,000,000 in debt and equity financings of an FCA regulated entity (L)

●Aggregate of $9,000,000 in financing for development of a learning device for disabled children (NY)

●£ 7,000,000 in equity for a private real estate development in London (L)

●$6,000,000 for acquisition of a medical supply business in the US (NY)

PUBLIC OFFERINGS OF SECURITIES

Represented companies and underwriters in various public placements of equity and of debt securities of companies under U.S. and/or U.K. applicable law including traditional manufacturing and distribution entities, and biotechnology, Internet and new media businesses. (NY, L)

DISTRIBUTION, AGENCY AND JOINT VENTURE TRANSACTIONS AND CONSULTING TRANSACTIONS

Negotiated transactions in this category for numerous technology, software and manufacturing clients including:

●Software products (NY,L, CB)

●Bespoke machinery (NY)

●Designer garments (NY, L)

●Bespoke porcelain ware (NY, L)

●Biological Products (NY, CB)

●Recorded music distribution (NY, L, CB)

●Life Insurance Products (NY)

●Medical products (NY, L, CB)

●Feature films (NY, L, and CB)

●Management and consulting agreements (L, NY, CB)

TECHNOLOGY DEVELOPMENT, FINANCING, LICENSING AND TRANSFER TRANSACTIONS

●Represented clients in the development, proprietary protection, financing and effective transfer of technology to promote further discovery and to bring technology to market to realize its financial and social benefits including technology, licensing, development and transfer transactions between my clients and several major U.S. universities. Technology involved in these transactions includes multiple cancer immunology technologies, carbon capture technology, highly sophisticated process software, consumer products using patented technologyand other emerging innovations.(NY)

●Represent a U.S.company currently developing and patenting unique energy storage and transmission technologies and the licensing of such to manufacturers and worldwide technology companies. (NY, L)

SOFTWARE DEVELOPMENT, DISTRIBUTION AND USE

Represented numerous startup software entities in developing licensing agreements and marketing strategies for their software products, including master licensing/development agreements where multiple products are to be developed and licensed or transferred. Advised on SAAS, Cloud, outsourcing and open source vs. proprietary ownership. Represented companies in their negotiations and agreements with respect to software development agreements and in negotiation of major software licenses for such parties including:

●Represented developer and licensor of black box trading employing proprietary AI and machine learning algoithms, marketed principally to bulge bracket banks (domestic and foreign) operating in the U.S. (NY)

●Represented numerous entities in activities as resellers and integrators for Oracle, Microsoft, IBM and other software products to enterprise users. (NY)

●Advised software developers and acquirers on the form and content of software development contracts for various applications including process and production software, financial technology software, drug development programs, and others. (L,NY)

●Advised data aggregator in its acquisition of streams of data and the redistribution of such data by industry specific or use specific licenses. (L,NY)

INTELLECTUAL PROPERTY TRANSACTIONS AND INTELLECTUAL PROPERTY PROTECTION

Advised on ●copyright, ●trademark, ●media, ●music publishing and recording, computer software use, development, and licensing strategy, ●magazine and trade book publishing and● feature film production and distribution, ●multimedia projects and ●character licensing. IP related banking and legal services have been in diverse industries including ●biotechnology, ●software, ● cosmetic formulation, and performing rights societies, and technology companies including, among others:

●Registration strategy for UK based Technology Company in securing UK based trademarks and patents in the US prior to market roll out (NY,L)

●Advisory services to technology and service companies on achieving IP protection of their products and services including appropriate use of copyright, trademark, patent and trade secret devices under various circumstances. (L)

●Advised in several medical technology transactions as described below.

●Negotiated and drafted film script and feature film development agreements, film finance agreements and related distribution agreements in the U.S., U.K. and world wide, and principal player, producer and director agreements (NY).

MED TECH AND BIO TECH ADVISORY

Worked very closely with a number of startup and early stage med tech and biotech companies across their legal needs and transactions including, among other services, start up and later stage financing, technology transfer agreements, technology licenses, research and joint venture agreements, CRO agreements, collaborating with patent counsel and big pharma partnership agreements, and therapeutic drug development and FDA or offshore protocal stage 1,2 and 3 testing including the following:,

● Advise on attempt by US group to establish with the support of private UK health insurers a private medical imaging service in the UK at discounted rates to the private service using NHS image equipment and professional medical personnel after hours (L)

● Cancer immunology technology licensed from U. of Pennsylvania, (NY)

● Cross license and research agreement with Columbia University regarding carbon capture (NY)

● Financing and first refusal agreements with Merck GMBH (NY, CB)

● CRO agreement with Rutgers University (NY)

● CRO agreements with numerous privately held companies (NY, CB)

● Soliciting grants from private and governmental sources for research and development purposes (NY, CB)

● Research Agreement and first refusal agreement with UCLA (NY)

CORPORATE GOVERNANCE ADVISORY

Advisory services to business clients (executives, boards of directors, and stockholders) on governance, legal compliance and business issues including assisting clients in identifying and protecting against potential macro risks in structuring commercial transactions and micro risks in operating financial services companies.(NY,L, CB)

NON GOVERNMENTAL ORGANIZATIONS

Advise NGOs from time to time on operational and gift receipt issues under U.S. tax laws and New York State and State of Delaware corporate laws.

●Formation of NGOs under appropriate laws (NY)

●Conversion of NGO into a for profit entity in accordance with NY and Delaware law) (NY)

●Structure charitable solicitation programs for US qualified charities (NY)

INTERNATIONAL CORPORATE COUNSELING

Admitted as a British solicitor in 1995 and have provided legal and investment banking advice to numerous financial entities and technology companies outside the U.S., principally in England and in Israel. A significant component of these representations involves technology and/or software license and development agreements with significant counterparties. Routinely provide counsel to U.K. based clients and law firms on compliance with U.S. securities laws for the U.S. side of U.K. originating financing or corporate M&A transactions including:

●Advised three AIM financings on compliance with U.S. Securities law while maintaining compliance with UK laws ( L,CB).

●Advised UK offshore investment fund in completion of acquisition of controlling interests in three U.S garment industry companies (L, CB).

●Advised Israel companies on operation through U.S. formed subsidiaries and raising funds in the U.

S. through such subsidiaries. (NY, CB)

BROKERING AND INVESTMENT BANK ADVISORY

●Advised FCA licensed brokering firm/investment bank on compliance with FCA reporting, general regulatory requirements, broker licensing and discipline, compliance with rules regarding client contact and marketing, client money rules, AML rules, unit trust regulatory compliance, capital calculation, KYC rules, securities trading rules,financial consultant agreeementrs, platform agreements. SIPP agreements, product development agents, and other related matters. Carried CF1, CF3 and CF 30 licenses with respect to this advisory role.(L)

●Advised UK financial entity in instituting a wealth management business alongside its brokering business including securing FCA permissions and establishing a marketing and client intake structure compliant with FCA regulations (L)

●Advised SEC licensed brokers and financial firms on public and private placements in compliance with U.S securities laws (NY)

●Advising U.S. licensed US investment advisor on compliance matters and on reviewing potential financial partners for the business. (NY)

●Advising Cayman based hedge fund on US /Cayman legal issues (with local Cayman counsel) (NY, CB)

VIRTUAL INSIDE CORPORATE COUNSEL AND COMMERCIAL/EMPLOYMENT ADVICE

Throughout my legal career my legal work has been oriented principally too small and medium sized business entities which have not had inside legal counsel. For that reason I have had the opportunity to effectively develop an understanding of the governance of such entities, adequately counseling their officers and employees, and dealing with employment and personnel legal matters at the business level. The principal entities for which I have performed such services include:

●An FCA licensed brokering firm with a significant retail marketing group and specialized financial advisors under employment contracts of varying terms and financial arrangements. (L)

●One of the largest carpet cushion manufacturers and distributors in the U.S. (NY, CB)

●An entity manufacturing and distributing tabletop porcelain with designs created by and licensed from leading architects. (NY,L, CB)

●A worldwide music publisher (NY, L, CB)

●A manufacturer of electric motors for military shipboard applications. (NY, L)

●A Company developing and licensing single premium life annuity products. (NY)

●A company marketing trademark search services and report products. (NY)

BUSINESS DEVELOPMENT

● Attend or support client networking events both in London and New York, as business travel allows.

● Routinely follow developments in areas of legal practice of importance to clients and advise them accordingly.

● Market to individual business on both referral and cold call basis with appropriate skill and experience presentation for the potential business.

PUBLICATIONS

●Occasional contributor to anthologies on Internet practice.

●Author “Res Judicata in Arbitration” The Arbitration Journal.

PROFESSIONAL AFFILIATIONS

American Bar Association

Florida State Bar Association

The Law Society (UK)

Chartered Institute for Securities & Investment (CISI) UK

ADDITIONAL INFORMATION

●Languages: English (native speaker); French (conversational); Mandarin (basic); German (basic);

●IT Skills: competent in MS Word, Windows 10, MS Outlook, DropBox, and several other software packages relevant to law practice . Experienced in creation and use of bespoke digital document bank for U.K. and U.S. based corporation transaction and commercial practice.

●UK resident with spousal visa to reside and to work

●Current practice certificate in the U.K.

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