Krause Law LLC Livestock Exchange Building 1600 Genessee St, Suite 460, Kansas City, MO 64102

816-735-0222|www.krauselawkc.com

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PHILIP N. KRAUSE Founding Member

Philip Krause has practiced business, corporate and securities law in the Kansas City area for his entire professional career. His practice focuses primarily on serving entrepreneurs who are building innovative new ventures, as well as representing investors in entrepreneurial ventures, and on established businesses needing trusted outside general counsel services to pursue their strategic objectives. Philip has been affiliated with prominent Kansas City-based law firms for significant portions of his career. However, he is an entrepreneur in his own right, and has founded a regional boutique business law practice seeking to transform how lawyers interact with business clients and deliver the services they require through client-focused, innovative service delivery models.

Philip’s broad-based experience encompasses the entire “life cycle” of high growth ventures, including structuring and organizing the enterprise, establishing relationships with key constituencies (founders, management, investors, etc.), acquiring, protecting and licensing intellectual property assets, securing capital resources through financing transactions (debt, equity, strategic partnerships, etc.), and realizing wealth through exit transactions (IPO, stock & asset sales, mergers). He also has deep experience on the investor side, assisting in deal structure and due diligence and executing investor transactions. He frequently serves as a trusted advisor to boards of directors and management, and has unique experience representing special board committees. Philip is licensed to practice law in Missouri. He received his law degree from Vanderbilt University in 1983 and his bachelor’s degree summa cum laude in English and business administration from William Jewell College in 1980. He resides in the Kansas City area, and maintains his law office in the historic Livestock Exchange Building located in Kansas City’s re-emerging Stockyards District in the Kansas City West Bottoms. He is an avid bike-rider, averaging about 50 to 100 miles per week in fair weather, and enjoys reading from his growing collection of presidential biographies. Philip is highly energized by students of all levels and ages who are seeking to establish their knowledge-base for pursuing their own dreams and ambitions. As an Adjunct Professor of Law for the University of Missouri—Kansas City (UMKC) School of Law, Philip appears frequently as a guest lecturer and teaches a class in “Advising Life Sciences and Technology Entrepreneurs—The Legal Life Cycles of a High-Growth Venture: Birth (Formation) to Death (Exit).” He mentors recent law school graduates as they develop their own law practices, and also law school and other graduate and undergraduate students as they develop their post-education career and business plans. As an Entrepreneur-In-Residence for the UMKC Regnier Institute for Entrepreneurship and Innovation at the Henry W. Bloch School of Management, Philip interacts directly with students who are already working to establish their own entrepreneurial ventures, helping them to identify and address their own specific legal challenges, while at the same time contributing to their educational experience in the classrooms and also developing practical, solutions-based reference materials to address start-up company challenges.

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As a transactional lawyer, Philip has handled a full range of complex business transactions, including: • Represent 20% Hong Kong shareholder in $100 million sale of pesticide product business in South Africa • Formation and organization of infusion therapy business, followed by $13.5 million venture capital

investment • General counsel to early stage equity investment structure for agriculture, animal health and human health

venture, with multiple portfolio company due diligence and investment transactions • $1.2 million private equity investment in alternative power generation company • Formation and organization of surgical device business, followed by $1.0 million angel capital investment • Represent special negotiation committee of public company board of directors in evaluating and negotiating

going private transaction • $45 million asset sale of animal vaccine products business • $5.0 million stock purchase by multi-national Belgian company of US engineering firm and Indian subsidiary

operations • $5.0 million asset sale of equine mortality insurance business • $1.0 million asset sale of precision surgical instruments business • $2.0 million stock sale (plus royalties) of citrus oil products business • Acquisition of intellectual property portfolio from Russian space agency to commercialize a mass

immunization device for animal and human health applications, followed by private placement of $5.0 million of debt and equity securities to fund research and development and world-wide strategic business development opportunities

• Private placement of $2.5 million of equity securities to fund software development company • Private placement of $1.2 million of debt securities to fund neo-natal medical device company • Private placement of $500,000 of equity securities to fund start-up company with patented process for

producing recombinant proteins • Public offering of $200 million of debt securities for publicly-held transportation company • Public offering of $400 million of collateralized mortgage obligations for publicly-held financial institution

Philip has been a frequent author and lecturer throughout his career, including:

• “Nuts & Bolts Considerations for Special Committees of the Board of Directors,” CLE By the Hour (Kansas City Metropolitan Bar Association 2018)

• “Confidentiality Agreements”, Innovation, Law and Entrepreneurship Symposium (Kansas City Metropolitan Bar Association 2016)

• “Legal Impacts of Growth Venture Financing Strategies, Including Crowdfunding,” Innovation, Law and Entrepreneurship Symposium (Kansas City Metropolitan Bar Association 2015)

• “Principles for Deal Negotiations,” CLE By the Hour (Kansas City Metropolitan Bar Association 2015) • “New Rules and Resources for Business Finance in the Internet Age,” The Missouri Bar/Missouri Judicial

Conference Annual Meeting (Missouri Bar Association 2014) • “Advising Life Sciences and Technology Entrepreneurs,” January Mini-Term 2012 to 2019 (UMKC School

of Law) • “How to Offer Investment Opportunities (Exempt Offering Guidelines),” “Negotiating Deal Terms,” and

“Technology Licensing Agreements: A ‘Checklist’ of Terms and Conditions to Consider,” UMKC Entrepreneur Scholar Workshops 2012 to 2018 (UMKC Institute for Entrepreneurship and Innovation, Bloch School of Management)

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• “Legal Entity Selection” and “Selecting a Lawyer,” FastTrack for Tech Ventures (Kauffman Foundation and University of Missouri—Kansas City Small Business & Technology Development Center 2014)

• “New Rules and Resources for Business Finance in the Internet Age,” Business/Corporate Law Track Program, Missouri Bar Association 2014 Annual Meeting

• “Representing Corporations in Board and Shareholder Disputes,” Business Litigation Disputes: Top Tips from Practitioners, Mediators, and the Bench (Kansas City Metropolitan Bar Association 2014)

• “Panel on: Entrepreneurism and Law,” J. Rueben Clark Law Society 2014 Annual Conference • “Recent changes to Regulation D adopted by SEC to permit general solicitation in private placements,”

General Solicitation and Crowdfunding: New Investment Capital Strategies Using JOBS Act Initiatives, with Recent SEC Implementing Actions (Kansas City Metropolitan Bar Association 2014)

• “Advising Entrepreneurial Clients,” Film & The Law Series: Representing Entrepreneurs, Investors and Small Business Clients (UMKC School of Law 2012)

• “Equity Structures for High Growth Entrepreneurial Ventures,” KC Business Lawyers for Entrepreneurs (Kansas City Metropolitan Bar Association 2012)

• Business Law editor for The Courts Bulletin (Missouri Bar, monthly), reviewing all Missouri court business law decisions and then publishing a summary of significant decisions

• Author of “Limited Liability Partnerships,” Specialized Business Entities, chapter 6 (Missouri Bar 2006) • Drafter of Missouri Limited Liability Partnership Act (adopted in the Missouri General Assembly as part of

House Bill No. 558 in 1995) Philip’s professional associations include:

• Licensed to practice law in Missouri (admitted 1983) • Missouri Bar Association (1983 to present); Business Law Committee (1986 to present), chairman; Limited

Liability Partnership Act Subcommittee (1994 to 1998), chairman; Business Trust Act Subcommittee (1989 to 1993), chairman; Securities Law Subcommittee (1989 to present); Property Law Committee (1983 to 1986); Condominium Law Subcommittee (1984 to 1986).

• Kansas City Metropolitan Bar Association (1983 to present); Business (Corporate) Law Committee (1992 to present), chairman; Securities Law Committee (1992 to present), chairman; Real Estate Law Committee (1983 to 1986).

• Rated AV Preeminent® by Martindale-Hubbell (see www.martindale.com/ratings) Philip’s current civic and community activities include:

• Harriman Council and Board of Advisors to the Harriman-Jewell Series of William Jewell College • Board of Directors for the Historic West Bottoms Association (Central Industrial District Association) • Board of Directors for The United Methodist Mission Collaborative, Inc. (microloans in developing

countries)