Everybody, thanks so much for joining us today. Don, thanks for being here. We were chatting a little bit beforehand. And you were telling me, I think, much to my surprise that there hasn't really been a slowdown for you at all. It sounds like in spite of the pandemic and the world shutting down that you've still been incredibly busy.
Yeah, that's right. The tech sector has really been super busy, as you can see from the markets, etc. And, you know, being the lawyers that are part of those transactions. We've really never seen it as busy as this. It's sort of looking busier than the kind of 2012 to 2015 period that was really crazy for us. And maybe approaching it was a little bit for my time, but the conference. And so, you know, we're all we're all heads down and doing like great work working on great projects. But it is feeling pretty crazy these days.
Now that the world is very slowly starting to open back up again, are things ramping up for you even beyond that? Hard to say on that quite yet, right?
It just hasn't really slowed down for us. So I don't know that it will get ramped up even hotter than where we are. I think that while a lot of the economy did slow, it didn't seem like that really hit the tech sector so hard.
Got it? Well, you've actually got a presentation lined up. So I think it's probably best for us to launch into that now. And then once we're all wrapped up, we can open things up to audience questions. Sound good?
Yeah. Sounds great. Thanks, Brian. Okay, well, I'm Dawn belt. I'm a partner at Fenwick and West. And based out of our Silicon Valley office in Mountain View, I work with technology companies of all shapes and sizes from incorporating brand new companies, lots of venture financings and day to day work with technology companies, taking a few companies public and work with them as public reporting companies on 34 act work and, and governance issues and all of that. So it's full life cycles, I had the great privilege of growing up with great companies like Facebook and Dropbox through their massive growth stages. And really like doing presentations like this too, and talking to early stage founders and helping them plan ahead, because that's really what we're trying to do, and when thinking about these term sheets, planning for the financing transaction itself, and how that's going to set a base for the rest of the growth of the company. So today, I'm going to focus on key fundraising terms of the term sheet it for typical venture financing. And I'll really focus just on the most material terms. And we'll have time for some q&a at the end. So first, what is a term sheet? Well, it's an expression of intent, it is generally non binding. So investors will present a term sheet that will say, you know, the material terms of what the financing will look like. And we'll go through what that is. But it's not really a binding commitment, it's really, it's just to start getting a meeting of the minds of what these key terms will be. To make the drafting of the full form documents more efficient. It's also an opportunity to just start a conversation, what's it going to be like to work with this investor as a partner for, you know, a long time basically through the exit event of your company. In the term sheet, we'll start with though most of it is non binding, there are usually a couple of binding terms. One is confidentiality, people are going to want you to keep the terms of that particular term sheet confidential and not share it with a lot of folks, you may have to share it obviously with their people internally and your advisors in order to process the transaction. But the idea is that you don't go out and share it with the world more generally. And you definitely don't share it with other potential investors. That's a big No, no here. It's just bad etiquette. And, you know, consider really bad practice in in this people do shop deals, just to be clear, like before you signed a term sheet in terms of talking about general terms of what investor A's kind of offering. So investor B, do you want to think about matching that? Or what can you do that's going to be more favorable to the company or you know, what kind of terms are you offering, but once you sign a term sheet, you will sign up to this non solicitation or exclusivity or no shot provision has a few different names. And what that says is that during the time of usually 30 to 45 days following signing the term sheet, you aren't going to actively engage with any other investor. investors want this because they're going to commit resources to doing diligence, starting to draft and negotiate documents just getting to know you and before they dive in, they want you to have a commitment us company to have a commitment that you're going to do a deal with them not go looking for another option.
So that's really the only terms that generally are binding in the term sheet. Everything else is an expression of intent. But they are, they do tend to be terms that you're going to follow in a definitive, a definitive, meaning the final documents that will actually define the terms of the investment. Nobody wants somebody to go go into partnership with somebody who says they're going to do one thing, and then turn around and retrain and try to do something else. So it is important to join in and out in the term sheet, the most material terms get agreement on that. And of course, there may there is going to be a next level of detail, and maybe some adjustments along the way that are come out of the diligence process or things like that. But generally speaking, once you think of those terms as relatively set, even if they are not legally binding. So what are these terms, there's, there's a big set of these that are economic in nature. And that's probably where you should be focused on first as a founder of a company, and valuation is a big one. So headline valuation, it will be in the term sheet, you know, how much is this investor saying that your company is worth when they invest, that can be expressed on a either pre money or post money fashion, meaning pre for their investment, or after their investment. So for example, if they say, well, we'll put in $2 million on a $10 million pre money valuation, then post money, your company is worth the 8 million pre plus the 2 million they put in or 10 million post money. And so there's just the it's important to understand how that term sheet is set up, do a little quick spreadsheet and show you know what the percentages break out. And make sure you understand how this all flows together. That kind of goes to the second point here on the amount of financing, and how much is going to be raised under these terms of this round. And there may be different investor allocations as part of that. So there will be a lead investor that let's say in this $2 million example, lead investor puts in 1.5. And then you've got $500,000, that you round up through angels are friends and family or, you know, other institutions that don't want to leave but are happy to follow. You know, that may be specified in the term sheet as well. Another thing that is specified in the term sheet has economic implications is the option pool. And that is how, what percent of the company are you going to set aside for future grants to employees, consultants and other service providers should the company generally they'll say that it's some percentage, you're going to have to reserve, let's say, 10%. But it's taken on a pre money basis, which means it's only going to dilute the founders going into the round. The other thing that dilutes the founders and generally does not dilute the new investor or any safes or convertible notes that you have issued prior to this price round. And that's one of those places where you'll see a lot of articles about this, as people become more aware, they're easy to issue, right, it's really easy to download a form from the yc website and just issue a bunch of saves, what can be harder is really understanding the effect of layering a bunch of those through your company. And it's just important to be careful in assessing that before you issue too many saves or notes. So I want to walk through just a quick example here on how these economic terms work. So here we've got a VC, they say they'll invest $5 million at a $20 million pre money valuation with a 10% option pool. And that would be in the term sheet. The term sheet may not specify much about the space other than they'll be taken in, you know, pre money before the VC puts in their money. So let's say this company here has a million dollars to save and the safety issue, we're on a $10 million cap. And so what is how does this all fold in together? What does the cap table look like when all is said and done on terms like this? Well, the VC would own 20% of this company, because they put in 5 million at a $25 million post. That's the 20 million pre plus the five. The option pool is 10%, because that's what was fixed and negotiated in that term sheet. The Safe holders also get 10% because they negotiated a million. They put in a million dollars on a $10 million cap. So that's 10%. And that's where they end up. And everything left is for the founders and existing stockholders prior to this round, because they're the ones that bear all the dilution of all these additional pieces coming in at this round. I mean, that's where you realize like all the other pieces are fixed and what flexes is essentially the dilution to the founders and existing investors.
Okay, so what are the Other major economic terms in these financings? One is liquidation preference and liquidation preferences that the concept that investors have the right to receive a, an amount, a preference amount at liquidation or sale of the company, before anybody else gets any anything out. So it's essentially a concept where investors get the first money out. And it serves generally in value deals as downside protection. So the standard way liquidation preference works is 1x non participating, which means if you sell the company, the investors get their money back first, that's 1x. And then the rest goes to the common stock. And you might say, Well, why would anyone invest on those terms, they're not investing just to get their money back, they're hoping for a big exit. Well, the way liquidation preference works is you can either take that preference, or as an investor, you can you get the better of that, or converting into common stock and sharing pro rata. So when a big exit, they will convert to common, and if they own 20% of company, they'll get 20% of the proceeds. And that, hopefully is much more than what they're with the money they put in as their that serves as the liquidation preference now. So it's really just downside protection. In both scenarios. Now, outside of the valley, sometimes you see these terms that have more than 1x. Or there's a participation feature where they get their money first and share pro rata. But that isn't the typical setup in Silicon Valley deals. Fenwick actually produces a quarterly survey on venture capital deals, deal terms and market terms. So if you go to our website, you can see that and has some really good data on how many different types of other financings that were done during that quarter, where what were the liquidation preference terms? What were the dividend terms, etc. So so you might be interested in checking that out. Okay, so other things to talk about here, dividend rights, that's the right to receive cash flow from the profits of the company. vast majority of venture backed companies don't pay any dividends and won't ever pay any dividends. But it's still typical to have this term in the term sheet. And the dividends are just declared when and if the board paid when and if the board ever declares them, which basically never will. So it's doesn't tend to be something worth negotiating too much. As long as there's no specified right to accruing dividends, redemption, so redemption is the right for an investor to force the company to buy back their stock. And again, this is not very common in Silicon Valley style deals, you will see it and sometimes in other markets, or with other types of investors, but typical VC deal will not have any redemption rights. Okay, the next thing to talk about is less economic, and more really about control and operations. And it's really centered around the board. So, first management controls day to day operations, right management runs the company, the board doesn't do that the board serves in this advisory and an oversight role. And so the board approves all the material actions. Very importantly, they have the power to hire and fire executives, when many people say that that is actually their most important power. They also do things like approve the annual budget and help set the strategy of the company. So they're really at the highest level operating in that capacity. They also have, you know, fiduciary duties to the company, and are supposed to look out for the interests of the company as a whole and all of its stockholders. So this is important, this whole ability for the board to hire and fire executives is particularly something for founders to focus on. Because if the board has the power to fire, a founder for the company, the founders rights are often tied to actually providing service to the company. So if the founders no longer providing services, the board has terminated their employment, they may, the founder may actually lose a lot of ability to to control much of what's going on at the company. So board structure is really the place to focus on control, both in the short term and long term. I think a lot of people, you've probably heard about dual class stock super voting stock, and that has a sexy ring to it sounds like Oh, hi voting, that must be how I control the company. And that's a bit of a misnomer actually, in a private company. That control really comes from the board and your ability to control board seats rather than the stock itself.
So that's something to keep in mind. Okay, so in the board structure, what does it typically look like in a series a company usually you'll end up with three members, something like two common and one preferred. Of the two common seats. One is typically the CEO. No CEO wants to be CEO of a company where he or she cannot serve on the board. So you'll always have a CEO seat on the board. And then you've got another common director, which is often thought of as sort of a founder seat. But it can have various flavors, it can be elected by common stockholders only who are then providing services. So founders no longer an employee of the company, they won't have much saying or really any say over who that director is going to be. Sometimes that director is actually specified to be a founder for a particular period of time or something like that. And that's something that you might be able to negotiate for. If you've got some leverage in the process. Sometimes that common director is also set, specifically designated as elected by common but not any common that get that gets issued upon conversion of preferred, so really sort of protects the original comment and doesn't let the preferred convert into common and they vote for that seat. So there's some various flavors you can think about and talk to your advisors about in structuring these two currencies. And that is important if you are thinking about it as a founder, that might not be CEO forever, figuring out how to stay in or at least have a say in that second common seat is a really important planning point for the future. And then of course, there's going to be a preferred seat that investors put in money and want to be actively involved with in the company and don't generally the lead investor will have a right to designate who that person is going to be. And then any other follow on investors in that round will be obligated by contract to vote for that person designated by the lead investor. Okay, the other big set of terms that are often negotiated are protect health protective provisions and what are they they're basically a set of rights that that the preferred holders, the investors say that the company can't take these actions without a vote of the preferred stock. And these tend to be really major actions, their key key protections around the preferred stocks, economics, and in some ability to veto major actions of the company. So these will don't tend to be small things that there really are major things this is a sits in the company's charter, it's publicly filed to kind of consider fundamental type of rights. So so what are they typically, you can change the rights of preferred stock, right? They knew they negotiated certain terms, there's they're putting the documents and you can't go on out and change them without the vote of that those preferred stockholders, you can't increase the number of authorized shares. That's a provision in there to prevent dilution. Without their say, you can't create new classes are a series of preferred stock. That means, practically speaking, you can't raise another round without their permission. You can't redeem or repurchase shares without their without the preferred stocks permission. That's to essentially protect the liquidation preference idea we talked about earlier, right? The preferred stockholders are supposed to be first money out, so you can't let that they won't let the company let other money go out to other people without their vote. They're usually some carve outs to that since specific exceptions like repurchasing unvested shares from people or exercising the company's right of first refusal. Or of course, if the board usually including that preferred director approve the action there, they'll be okay with that. But once the investors will want some approval rights over this, they also want to stop be able to stop the company from paying any dividends or liquidate liquidating, dissolving or selling the company. That was less of an economic point. But I you know, they want to make sure that the company is set on a path to have a big exit invest where where they want to go and not let people sort of sell the company out from under them. And of course, changing the size of the board because that is a very key point on control the company they've negotiated for one seat one out of three, for example, just wouldn't they be upset if you decide to increase the board to 10 members and they can get out now voted nine to one. Okay, there are other sets of standard terms, some of these, I would say are all sort of second order compared to the economic terms and board seats that we just discussed. But one is you've probably heard of people call the pro rata right or pre emptive. Right. It's essentially the right for major investors to continue to buy up securities in the next round to keep up their pro rata share. And this is a way for them to be prevent themselves from getting diluted. Most people consider this fair because they do have to put the money in to protect their position. And
you know, this is actually a REIT that a lot of smaller investors often want as well. And that can actually be a tricky thing for a founder to manage, because you can imagine if a lot of people have pro rata rights, and then you go out to do a new round, a lot of that round could already be spoken for with just this pro rata rights. So A new investor might not be able to get as much as they would like. And then you've got to go through a big negotiation on how to divvy up what's available and prevent the company from taking more dilution than you might otherwise one. Another set of rights that are information rights that the major receive major investors will want to receive financial statements annually, quarterly monthly, budget, and in the right to just inspect the company if they needed to. Sometimes there's a debate over whether or not financial statements need to be audited or not. Generally, for very early stage companies, that's not going to be the case. But in later rounds, it will be typical to have to deliver audited financial statements. Then there are some other standard terms, anti dilution provisions, these are they're they're sort of a few standard flavors of these, but they're set up so that if a company were to issue new shares at a price below what the investor paid, they get an adjustment essentially to their purchase price and get to own a little bit more of the company. As a result of that. This is a bit of a technical a little bit of math that goes into into it. But there's sort of a standard way of protecting people protecting investors from down round financings. Another set of pretty technical terms are registration rights. These are rights for the investor to ask the company to register their shares for public resale, they don't come into play at all for early stage companies, but it becomes something that's important in the later stage. And as a company thinks about going public.
There's a set of rights of first refusal and co sale. So how this works is that key holders of the company, which will typically be the founders and other large holders, usually over 1%, maybe over 2% holders will be subject to a right of first refusal, where if they this holder wants to sell their shares, they have to first offer to the company, then they'd have to offer it to the major investors. And then if neither of those parties steps up to buy at all, and this and the keyholder can sell out some of its shares, the investors actually have a co sale right or right to some it's called the tagalong, right, or right to sell alongside the seller and also get some liquidity along the way. So those are very typical rights part of us. And we see a national venture capital Association standard suite of forms and the rights there. And and you'll see that these don't tend to get negotiated very much. But there is an agreement there. Another point is drag along. And so drag along means that certain investors or stockholders of the company can be subject to a obligation to vote in favor of any sale the company that certain other stockholders approved. And usually how that set up is, first, there's a transaction that sale of the company that some group of people approve of. And usually that group of people is a majority of your preferred stockholders, a majority of the common stockholders that are working for the company, and then perhaps the board. And if that group, those groups, those three groups of people approve the deal, then every other stockholder that's bound to this agreement is dragged along agreement or voting agreement have to support the deal. And that allows the company to have some comfort that they can get a transaction finished. And everybody's supportive of it, they can't exercise their appraisal rights, they'll deliver whatever documents in signatures they need to go to a smooth closing. Another point here, I've put in brackets because I it's not exactly standard, but it's definitely something to watch out for. And you'll see in a lot of term sheets. And that has to do with founder reinvesting. And so what this is designed to do, as the founder started the company, and let's say gave themselves fully vested shares, and investor is going to come and say, Look, that doesn't work for us, we need you to be incentivized to stay with the company and continue to build it. And to do so over a reasonable period of time. And probably most of you're familiar with the standard vesting schedule of four year period that's comprised of a one year cliff, and then monthly over the next 36 months over four years, you've asked in full, that's a typical standard schedule that most investors will ask the founders to be to subject themselves to. Usually you can get as a founder credit for, you know, time served. If you have been working on a company for six months prior to financing, you can usually start your vesting schedule from the time you start the company, but they will want some sort of schedule and if you're too far along at it, let's say you you've actually been working on the company for three years, but you didn't get that much traction. You didn't make that much progress and it's only now that you're really starting to see things blossom. Messrs might say look Let's reinvest you starting here, maybe you can keep some of it, but you're gonna have to go on a new four year schedule for some portion of your shares starting now. So that's something to keep an eye out for and work through something that's reasonable, right, you can see how the investor wants you to be on the hook. At the same time, you should get some credit for the
time and energy that you've already put into building the company. So that's kind of my overview. I mean, when do you get your attorney involved, and I mentioned this, because a lot of these term sheets, you'll see various forms, there are some very long forms, there are some very short forms. And there's some benefits to some of the short forms in terms of just getting to an answer quickly. But what happens with those is that you end up needing to take more time, at the stage of drafting the full documents to really work through those terms, there may be also a big education process. And all of this, I work with a lot of I work with many experienced founders, but also work with some first timers. And we do have to end up spending a lot of time just understanding in more detail some of the things that we just covered here today. And so depending on your own level of sophistication, you're thinking about when to get an attorney involved, we help with that, if you do it earlier on, you can kind of get educated on some of these before, before you kind of launch into a financing process. And that will make your financing process move more quickly. That said, you may also not want to invest in spending too much time doing that, because you're really should be focused on building your business first, and then you can do the education piece when it's needed during the financing process. But just recognize that that means it may take you a little bit more time to get to closing. Because you do want to spend the time and attention it takes to really learn and understand the terms that you're signing yourself up to be particularly this early stage where it's really going to set set the basis on which next rounds will be will build upon what really happens in a Series B as you take the series A documents and just later on, you know what will likely be very incremental changes, not wholesale ones. And so starting the company off on a good foot is really important. That's what I've got.
Great. Let's, uh, let's, please by following following up, excuse me on that last slide, you know, I assume that very early on, you can really cost yourself with just any kind of misstep when it comes to, you know, especially things like, like equity, I do advise for startups, especially first time founders to have, you know, somebody on the founding team who really is well versed in all of these financial terms,
I actually don't think that's really necessary, I think that that's Look, that's a nice to have, and it's good to be able to do this, but that's not the core competency of the company, right you did, that's actually a function, it's pretty easy for you to outsource to somebody like me, right and and talk to somebody like me, at the time when you need it and get the advice, then it's more important for you to be really focused on building a good business and, and then being a open minded and good listener and learner, right. So that when it when you get to the point where you've got to learn about these things that are maybe outside the core competency, you can do that. But that, that this, this is the place where you should be focused a lot too much of your energy on finance, it's important, but I don't want to overstate that importance, I've definitely worked with founders who actually spend frankly, too much time over optimizing some of these legal points. And you're just not going to get a benefit from that. Later on, you do want to get market company friendly for terms, trying to do something that's too weird to over optimize. It's not a good use of energy and time and actually doesn't send a very good signal to your investors as to where you're spending your time and energy.
Are their attorneys who'll get involved in an early stage of a company at I guess sort of a more beneficial rate in order to kind of help a startup through these early stages.
Yeah, absolutely. And I mean, I think one great thing, though, is that there are so many good resources out there now, to get started and just learn about these terms. Just kind of start googling, you know, what should I What should I learn about in order to on the legal side, let's start we're gonna find a ton of things to to to work with. All of the firms like ours will, are used to our peer firms, I should say, are used to working with startup companies and have ways to do that efficiently from a relatively early stage. That said, I also send a lot of very early stage companies just go online and do Legal Zoom or querque. You can set up a company very easily, very cheap. We will get it mostly right. And then you, you know, go on your way and start building. And when you're ready to do a financing come talk to us, that's really the better kind of use of time and use of like our level of resources, you don't really need to set up just the basic formation.
Great. So we've actually got a bunch of audience questions. And if you're out there, we've got one for a few more as well, starting for this one. are the terms different? If any, between for example, seed round and series? a?
Good question. So first off, we should talk about what does it mean to be a seed round or an A round, those lines have been really blurred, when I first started practicing, there was really no such thing as like a seed round beyond friends and family putting a little money in on a node. Now there are things called like full on price rounds, full set of, you know, big stack of nbca documents, and it's called a series seed round, and they raised $10 million, right? I mean, they the names are somewhat arbitrary, you can have series, you know, draft round and elephant round, or whatever you want to call them really matter too much. But if you're talking about a, you know, priced round in the valley, people are using the nbca forms, or some variant of them. Most of the most of the big firms that practice here, use some variant of them. And, you know, there is sort of a market set of terms that, you know, people don't deviate too much from.
So I, actually a few versions of this question, so I'll try to write it. You know, I think most people are just curious. Obviously, there's the whenever some of these ideas in very broad terms, but you know, people are generally curious, you know, especially if you're coming from a point from a company that already has significant traction. How negotiable these terms ultimately are.
Yeah, that's a good question. So ultimately, it's like all other negotiation, right. And it's about leverage. And, you know, if you've got competing term sheets, that gives you a lot of leverage. And where do people spend that leverage tends to be on valuation. That's both the headline valuation and the amount people invest the size of that option pool. And we'll just go back real quick, like these kind of key economic terms really tend to be a place that one would spend energy negotiating because that that has a big impact. If you can get the option pool smaller, for example, here, this is smaller, smaller in the term sheet means less dilution to the founders. If you increase the option pool post closing, it dilutes everyone that was the founders, but that was a new investor too. So if you want to negotiate kind of an economic term, making the option pool smaller per the term sheet is actually good for the founders. I think sometimes people don't quite grasp that, because you can always increase the pool later. But if you increase the pool later, it will dilute the investors also, so that Scott got a benefit there. So these these these types of terms of the option pool valuation matter. And it's something that's pretty negotiable. If you've got leverage the other place, I want to caution on valuation, and this doesn't tend to happen too much at the very early stages. But headline, valuation is important. But clean terms are important, too. There's a way to structure deals where the valuation number can be very high. But let's say the investor gets a 2x participating preference. Well, that valuation is now kind of tainted, there isn't a true expression of the valuation the company because the investors have so much protection and structure on their investment, that it really is discounting that headline valuation. Again, not something that happens too often in earlier rounds. But it's definitely something to keep an eye out for on later rounds. The other place that you would want to spend your negotiation leverage is on the board rights. I'm going to turn it back here and and this structure, right, so if you've got a lot of leverage, can you make sure that one common seat is always protected for the founders, if you wanted to do that? Can you do things like super voting seats, if you've got a lot of leverage, I sometimes have, you know, repeat founders, with competing term sheets, they can get something like the super voting seats on the board. They could, you could get screening board seats, where if for some reason the founders no longer sit in one of these seats, there's a new seat formed for them to control so that at least they'll always have a voice on the board, even if they no longer control it. So those are some places that you've got leverage to push on. The other things. I mean, all of it is negotiable. But a lot of these things are just not worth you spending too much energy negotiating. Like if I look at this set of protecting provisions, these basic ones, nobody negotiates these, these are like everybody agrees the investor should have these protections, it's just not worth really wasting much breath on it. But something like information rights negotiating which investors actually get them, or can you limit how much you you give to people, like a lot of people, a lot of companies don't want to give their full cap table to investors, or they don't want to deliver monthly financials, they only want to point there are some places like that, that you can negotiate. On. Those are kind of the places that you probably see the most, maybe a, you know, who qualifies as a major investor, that's actually an important one. Because Because those people have these pro rata rights, they have these information rights, if you're able to limit the number of people, number of investors who have those rights, that can be beneficial to the company just makes it easier for you to operate on kind of control your own destiny. So those are places that is worth negotiating. And there is maybe some some of the carve outs. So you know, I spoke about the right of first refusal. And that is where, you know, and founder may have to put their shares up through a gauntlet for the company to buy or investors to buy or invest or sell well. So well getting some carve out for that, like a if I want to sell up to 10% 15%, I can just do that without having to run through that process. That can be something to negotiate for.
Great. So if we've only got a little bit of time left, hopefully temporary, more. So very bored, lawyerly question, I guess for you, somebody wants a bit of clarification. If the VC restricts the startup such that startups can't speak to other VCs, can only the first VC do this? And would the first VC then be called the lead investor?
Yeah, so once you sign the term sheet that that with a lead investor, that investor essentially sort of controls the route. So then if you want to talk to some other maybe smaller funds or funds that they just weren't ready to lead this round, but want to participate? You just go to that lead investor and say, hey, I've got XYZ, I'd like to chat with them. Is that okay? And generally, they will say yes to a reputable firm, unless for some reason they have like some kind of blood feud or something. But generally, you know, it does work just fine. They'll let you go speak with other firms around right. I don't know if that answers the question, but
thanks. So try to avoid blood feuds as possible. So we I think we're actually just about out of time right now, unfortunately. Is there a good way for people to get a hold of you, if you have any follow ups or
Fenwick and West and you are in the startup community, you've probably heard of us. We're a Silicon Valley formed firm, we're focused in this space. And look us up on the website. My contact details are here as well. But you know, I love what I do. It's a ton of fun, I get to participate vicariously through with hundreds of startups, which is awesome. I honestly don't think I could work at one myself. That would just make my blood pressure way too hot. But being where I am now. It's actually a ton of fun to help founders realize their dreams.