1. Organization and US Legal Culture by Zachary D. Norris, J.D., LL.M.

2. DISCLAIMER The views and opinions presented in today’s presentation are for educational purposes only and do not constitute legal advice. No attorney- client relationship is hereby formed.

3. WHERE TO ORGANIZE YOUR US BUSINESS

4. REASONS TO CHOOSE DELAWARE 1.NO PHYSICAL OFFICE ADDRESS NEEDED 2.NO OWNERSHIP DISCLOSURE REQUIRED 3.PREFERRED BY INVESTORS 4.STRONG CORPORATE LAWS

5. DELAWARE IS NOT ALWAYS THE BEST CHOICE DOING BUSINESS IN A DIFFERENT STATE THAN DELAWARE? DOING BUSINESS IN A DIFFERENT STATE THAN DELAWARE? HAVING AN OFFICE HAVING AN OFFICE HAVING EMPLOYEES/AGENTS HAVING EMPLOYEES/AGENTS EXECUTING CONTRACT AND WAREHOUSING GOODS EXECUTING CONTRACT AND WAREHOUSING GOODS IF ANY OF THESE ARE TRUE, YOU ARE DOING BUSINESS AND WILL NEED TO REGISTER IN THAT STATE KEEPING COMPLIANCE COSTS DOWN KEEPING COMPLIANCE COSTS DOWN REGISTER IN AS FEW STATES AS POSSIBLE REGISTER IN AS FEW STATES AS POSSIBLE

6. CALIFORNIA?

7. WHAT STATE SHOULD YOU CHOOSE? HERE’S FORBES’ TOP 10 STATES FOR BUSINESS:

8. BUSINESS ENTITY TYPE The Corporation The Corporation Single Shareholder Allowed Single Shareholder Allowed Operated by “Officers” (not managing directors) Operated by “Officers” (not managing directors) Directors only sit on the board Directors only sit on the board Cumbersome compliance and reporting issues Cumbersome compliance and reporting issues The Limited Liability Company The Limited Liability Company Liability shielded like a corporation Liability shielded like a corporation Run like a partnership Run like a partnership Owned by “Members” and operated by “Managers” Owned by “Members” and operated by “Managers”

9. DO WE NEED A US DIRECTOR/OFFICER/MANAGER? There is no state or federal law requiring a US director, officer or manager. There is no state or federal law requiring a US director, officer or manager. But it does make it easier to set up a bank account and handle compliance. But it does make it easier to set up a bank account and handle compliance.

10. AMERICAN LEGAL CULTURE Lets get ready to rumble!

11. The American Rule of Legal Fees

12. MOST CASES SETTLE!!!

13. AMERICAN LEGAL CULTURE IS ADVERSARIAL

14. US CONTRACTING Do not use your New Zealand contracts in the US Do not use your New Zealand contracts in the US Take the Drafting Initiative Take the Drafting Initiative Make sure the ENTIRE and every detail of the deal is stated in the contract Make sure the ENTIRE and every detail of the deal is stated in the contract THE BEST WAY TO AVOID LITIGATION IS TO HAVE A WELL THOUGHT- OUT AND THOROUGH CONTRACT THE BEST WAY TO AVOID LITIGATION IS TO HAVE A WELL THOUGHT- OUT AND THOROUGH CONTRACT

15. CONCLUSION CHOOSE YOUR STATE OF ORGANIZATION STRATEGICALLY CHOOSE YOUR STATE OF ORGANIZATION STRATEGICALLY CHOOSE YOUR ENTITY TYPE BASED ON THE REASON YOU ARE GOING TO THE US CHOOSE YOUR ENTITY TYPE BASED ON THE REASON YOU ARE GOING TO THE US PREPARE FOR A DIFFERENT BUSINESS AND LEGAL CULTURE PREPARE FOR A DIFFERENT BUSINESS AND LEGAL CULTURE WE LITIGATE, SO DO NOT CUT CORNERS IN YOUR CONTRACTING OR INSURANCE WE LITIGATE, SO DO NOT CUT CORNERS IN YOUR CONTRACTING OR INSURANCE CONSULT WITH YOUR ACCOUNTANTS, LAWYERS, AND SELECTUSA FOR HELP CONSULT WITH YOUR ACCOUNTANTS, LAWYERS, AND SELECTUSA FOR HELP

16. Tel: 09-889-2602 Zachary D Norris:zdnorris@nz-uslegal.co.nz Ada Echetebu:aechetebu@nz-uslegal.co.nz