J. Matthew Lyons - Andrews Kurth LLP

STRAIGHT TALK IS GOOD BUSINESS. ®

J. Matthew Lyons Partner [email protected]

INDUSTRIES

Austin 111 Congress Avenue, Suite 1700, Austin, TX 78701 P: +1.512.320.9284 | F: +1.512.320.9292

Biofuels

Alternative Energy Clean Technology Construction Energy Finance Internet/E-Commerce Investment Funds

BIOGRAPHY

Life Sciences

Matt Lyons is the Managing Partner of the Austin office of Andrews Kurth LLP. He represents public and private companies, venture and private equity funds, emerging growth companies, and entrepreneurs in public and private offerings, mergers, acquisitions and divestitures, and issues related to business formation, operation, executive compensation and corporate governance.

Manufacturing and Sales

Matt has consistently been named as one of the leading lawyers in Texas for the area of Technology: Corporate and Commercial in the Chambers USA Rankings. He has also been Martindale-Hubbell "Peer Review Rated" for Ethical Standards and Legal Ability. In 2005, Matt was named a Texas Rising Star in the area of Securities and Corporate Finance by Texas Super Lawyers and Texas Monthly.

Solar Energy

Private Equity Restaurant Software/Electrical Technology Technology and Emerging Companies Venture Capital

INSIGHTS

FAST Act Amends JOBS Act and Creates New Private Resale Exemption (December 15, 2015) Recent Ruling Allows a Shareholder Lawsuit to Proceed After a Negative Say-on-Pay Vote: Quirk or Harbinger? (October 6, 2011) DC Circuit’s Proxy Access Decision to Stand, but SEC to Allow “Private Ordering” of Proxy Access (September 20, 2011) Oil and Gas Companies Should Expect Increased SEC Scrutiny of Operations and Reserves (September 6, 2011) PCAOB Floats Possibility of Mandatory Audit Firm Rotation Financial Fraud Report (January 2012) (August 31, 2011) DC Circuit Panel Vacates Proxy Access Rule (July 28, 2011) PCAOB Considers Changes to Standards for Auditors’ Reports on Audited Financial Statements Financial Fraud Report (November/December 2011) (July 6, 2011) SEC Proposes Rules for Compensation Committees and Compensation Advisers (April 21, 2011) SEC Proposes Rules to Implement the Dodd-Frank Act’s Mine Safety Disclosure Requirements (January 25, 2011) SEC Proposes Disclosure Rules for Payments by Resource Extraction Issuers (January 13, 2011) SEC Issues Interpretive Guidance Regarding Liquidity and Capital Resources Disclosures (October 20, 2010) SEC Proposes Enhanced Short-Term Borrowing Disclosure Rules (October 20, 2010)

Wind Energy PRACTICES

Corporate Equity and Debt Capital Markets Governance Private Equity Technology and Emerging Companies Venture Capital White Collar and Regulatory Enforcement EDUCATION

JD, 1993, with honors, The University of Texas School of Law BA, 1990, with high honors, The University of Texas at Austin ADMISSIONS

Texas 1993


J. Matthew Lyons SEC Stays Proxy Access Rules (October 6, 2010) "Establishing Corporate Governance in Emerging Growth Companies," Best Practices for Corporate Governance and Compliance, Aspatore (2008) "409A and Option Pricing" Andrews Kurth Corporate/Securities E-Alert (December 13, 2005) PROFESSIONAL RECOGNITION

Recognized as a Texas Super Lawyer in Securities & Corporate Finance, Super Lawyers by Thomson Reuters (published in Texas Monthly) (2017) The Best Lawyers in America, Securities/Capital Markets Law (2013-2018) Profiled as one of the leading Technology (2006-2017) lawyers in Texas, Chambers & Partners USA: America's Leading Business Lawyers Profiled as one of the leading Technology (2010-2017) lawyers in the United States, The US Legal 500 BRIEFINGS, SEMINARS & SPEECHES

Finance Leadership Summit (October 24, 2017) "Top Ten Legal Mistakes Made By Entrepreneurs," presented to The University of Texas at Austin, McCombs School of Business Venture Fellows (April 12, 2017) “Forming a US Subsidiary and Certain Texas Legal Considerations,” presented at the Belgian Economic Mission to the United States of America - Texas (December 5, 2016) "Financing a Startup: Selecting the Investor and Negotiating the Term Sheet - The Entrepreneur's Perspective," presented to The University of Texas at Austin, McCombs School of Business Venture Fellows (October 26, 2016) Finance Leadership Summit (October 25, 2016) "Top Ten Legal Mistakes Made By Entrepreneurs," presented to The University of Texas at Austin, McCombs School of Business Venture Fellows (April 20, 2016) Finance Leadership Summit (November 4, 2015) “Financing a Startup: Selecting the Investor and Negotiating the Term Sheet—The Entrepreneur’s Perspective,” presented to The University of Texas Venture Fellows, Austin, Texas (November 4, 2015) Rice Alliance – 13th Annual Energy and Clean Technology Venture Forum (September 17, 2015) "Top Ten Legal Mistakes Made By Entrepreneurs," presented to The University of Texas at Austin, McCombs School of Business Venture Fellows (April 8, 2015) “Positioning Your Company for the Smooth and Successful Sale,” SkiLE Deer Valley, Utah (March 16, 2015) “Financing a Startup: Selecting the Investor and Negotiating the Term Sheet—The Entrepreneur’s Perspective,” presented to The University of Texas Venture Fellows, Austin, Texas (October 22, 2014) Rice Alliance – 12th Annual Energy and Clean Technology Venture Forum (September 11, 2014) "Top Ten Legal Mistakes Made By Entrepreneurs," presented to Cleantech Open, Austin, Texas (August 21, 2014) “Financing a Startup: Selecting the Investor and Negotiating the Term Sheet - The Entrepreneur’s Perspective,” presented to The University of Texas at Austin, Jon Brumley Texas Venture Labs (April 7, 2014) "Top Ten Legal Mistakes Made By Entrepreneurs," presented to The University of Texas at Austin, McCombs School of Business Venture Fellows (April 2, 2014) “Positioning Your Company for the Smooth and Successful Sale,” SkiLE Deer Valley, Utah (March 11, 2014) 2014 Texas Private Equity Conference (February 21, 2014) “Financing a Startup: Selecting the Investor and Negotiating the Term Sheet–The Entrepreneur’s Perspective,” presented to Texas Venture Labs Students at The University of Texas at Austin (October 28, 2013)


J. Matthew Lyons “Financing a Startup: Selecting the Investor and Negotiating the Term Sheet – The Entrepreneur’s Perspective,” presented to The University of Texas Venture Fellows, Austin, Texas (September 25, 2013) Austin Technology Incubator (ATI) Lunch & Learn: Term Sheets 101 (August 19, 2013) "Seed and Angel Financing Strategies," Relationship & Information Series for Entrepreneurs, Austin, Texas (May 16, 2013) Rice Business Plan Competition 2013 (April 11, 2013) “Top Ten Legal Mistakes Made By Entrepreneurs,” presented to The University of Texas Venture Fellows, Austin, Texas (April 10, 2013) "Seed and Angel Financing Strategies," SURGE Accelerator, Houston, Texas (March 4, 2013) "Top Ten Legal Mistakes Made by Entrepreneurs," SURGE Accelerator, Houston, Texas (March 1, 2013) "Top Ten Legal Mistakes Made By Entrepreneurs," Texas Venture Labs, Austin, Texas (February 25, 2013) "The Impact of the Changing Political Environment and Associated Uncertainty on the Private Equity Industry," moderated panel at the 2013 Texas Private Equity Conference, panelists included Glenn Askew, Managing Director, Brazos Private Equity Partners; Randy Erben, Lobbyist, Texas Venture Capital Associate; Stephanie Lucie, General Counsel, Austin Ventures; Glenn Schiffman, Partner, The Raine Group (February 22, 2013) “Seed and Angel Financing Strategies and Structures,” presented at Texas Open Angel Network, Austin, Texas (November 2, 2012) Westlake Securities - New Frontiers in Energy Conference 2012 (September 25, 2012) "Seed and Angel Financing Strategies," presented at Ski-LE, Deer Valley, Park City, Utah (March 11, 2012) "Common Ethical Pitfalls for In-house Counsel - How to Avoid Them" (February 23, 2012) "Myths, Legends, and Lessons: Top Ten Things You Might Not Know About Start-Ups," panelist/moderator at TeXchange, Austin, Texas (February 22, 2012) "Term Sheets and Deal Structures - Changes You Need to Know" (October 13, 2011) "Legal Perspectives on Forming and Financing an Emerging Company," presented at Rice Alliance Austin, Austin, Texas (April 21, 2011) "Exit Strategy Options for Software Companies in 2011-2012," Webinar (April 2011) "Legal Perspectives on Forming an Emerging Company," presented at Venture Fellows, Austin, Texas (March 30, 2011) "Seed and Angel Financing Strategies," presented at Tech Ranch Austin, Austin, TX (March 25, 2011) "Top Ten Legal Mistakes Made By Entrepreneurs," presented at RISE, Austin, Texas (March 8, 2011) "Seed and Angel Financing Strategies," presented at RISE, Austin, Texas (March 7, 2011) Advisory Board Member and Judge, Rice Alliance Energy & Clean Technology & I.T./Web 2.0 Technology Venture Forums (2008-2010) "Financing a Startup: Selecting the Investor and Negotiating the Term Sheet - The Entrepreneur's Perspective," The University of Texas Venture Fellows MBA Program, Austin, Texas (November 8, 2010) "Top Ten Legal Mistakes Made By Entrepreneurs," presented at Texas Venture Labs, Austin, Texas (October 11, 2010) ATC/RISE RAVE 3.0 (June 29, 2010) "Legal Perspectives on Forming an Emerging Company," The University of Texas Venture Fellows MBA Program, Austin, Texas (April 14, 2010) "How To Hire The Right Lawyer For Your Venture," (Interview) Blog Talk Radio (March 7, 2010) "Unique Considerations When Forming a Clean Tech Venture," (with Alan Bickerstaff) presented at RISE, Austin, Texas (March 5, 2010) "Top Ten Legal Mistakes Made By Entrepreneurs," presented at RISE, Austin, Texas (March 3, 2010) "Exit Strategy Planning: Begin with the End in Mind," co-hosted by Andrews Kurth and Tolarus Capital Advisors, Austin, Texas (pdf) (February 18, 2010)


J. Matthew Lyons "Top Ten Legal Mistakes Made By Entrepreneurs," presented at TechRanch Pioneer Brown Bag Lunch, Austin, Texas (pdf) (January 14, 2010) “Financing a Startup: Selecting the Investor and Negotiating the Term Sheet – The Entrepreneur’s Perspective," The University of Texas Venture Fellows MBA Program, Austin, Texas (November 10, 2009) Panelist, "Term Sheets 101," Austin Technology Incubator Seminar, Austin, Texas (September 28, 2009) Panelist, UT McCombs School of Business Entrepreneur Society Start Up Meet Up (September 11, 2009) Judge, UT McCombs School of Business Entrepreneur Society Pitch Party (September 10, 2009) "Venture Financing: Forming an Emerging Company - Laying the Foundation for Venture Capital Investment," The University of Texas Venture Fellows MBA Program, Austin, Texas (April 22, 2009) "Top Ten Legal Mistakes Made By Entrepreneurs," presented at RISE, Austin, Texas (March 5, 2009) "Angel Financing: Selecting the Investor and Negotiating the Term Sheet - The Entrepreneur's Perspective," Acton MBA 2nd Annual Angel Networking Event, Austin, Texas (May 22, 2008) "Venture Financing: Selecting the Investor and Negotiating the Series A Term Sheet - The Entrepreneur's Perspective," Central Texas Funding Symposium, Austin, Texas (April 18, 2008) "Venture Financing: Forming an Emerging Company - Laying the Foundation for Venture Capital Investment," The University of Texas Venture Fellows MBA Program, Austin, Texas (April 1, 2008) "Top Ten Legal Mistakes Made By Entrepreneurs," presented at RISE, Austin, Texas (March 4, 2008) "Venture Financing: Forming an Emerging Company - Laying the Foundation for Venture Capital Investment," The University of Texas Venture Fellows MBA Program, Austin, Texas (November 14, 2007) "Angel Financing: Selecting the Investor and Negotiating the Term Sheet - The Entrepreneur's Perspective," Austin Technology Incubator/Central Texas Angel Network, Austin, Texas (September 18, 2007) "Positioning Your Company for the Smooth and Successful Sale," Entrepreneurs Foundation of Central Texas Legal Bites Breakfast Series, Austin, Texas (September 18, 2007) "Legal Strategies for Clean Tech Innovation," (with Sean Wooden, Roger Feldman, John Harrop and Carrick Brooke-Davidson) presented at Clean Energy Venture Summit, Austin, Texas (May 14, 2007) "Venture Financing: Selecting the Investor and Negotiating the Term Sheet - The Entrepreneur's Perspective," The University of Texas Venture Fellows MBA Program, Austin, Texas (March 28, 2007) Presiding Officer (Houston, Texas and Dallas, Texas), UT School of Law Corporate Counsel Institute (2005-2007) Judge, UT Moot Court Finals (May 2005) Judge, Venture Capital Investment Competition (UT Division) (February 2005) "Issues on Structuring the Angel Investor Deal," Texas Entrepreneur & Angel Investor Conference, Austin, Texas (May 4, 2004) CEO Panel Moderator, Austin Technology Council's Annual Texas Executive Summit, Austin, Texas (May 4, 2004) "Executive Compensation Strategies for Start-ups," Austin Texchange, Austin, Texas (October 2003) Judge, Rice University Southwest Business Plan Competition (2001-2007) AFFILIATIONS

Professional Hicks, Muse, Tate & Furst Center for Private Equity Finance Advisory Board (2014) The University of Texas Venture Fellows MBA Program Board of Directors (2011-2012) Term Sheet and Business Formation Mock Negotiation Mentor (2003-present)


J. Matthew Lyons SURGE Mentor (2011-2012) Texchange, Austin Chapter Vice President of Membership (2005-2007) Board of Directors (2005-2007) Board of Advisors (2003-2013) The University of Texas School of Law Corporate Counsel Institute CLE Planning Committee (2004-present) State Bar of Texas Board of Advisors, Corporate Counsel Section (2007-2009) Rice Alliance for Technology and Entrepreneurship, Houston Board of Advisors (2003-present) I.T./Web 2.0 Advisory Board Rice Alliance for Technology and Entrepreneurship, Austin Chapter Advisory Board (2008-present) Texas Venture Labs Advisory Council Community Any Baby Can Board President (2011-2012) Board Member (2008-2013) Entrepreneurs Foundation and Idea Network of Central Texas - Legal Advisory Board, (2004-present) IN THE NEWS

“GCs and Outside Counsel Share Tips on Taking a Company Public” article featured in Texas Lawyer (June 1, 2016) (Matt discusses the financial stakes of pending litigation during the IPO process) “Deal Makers Gobble Up Food Assets As M&A Surges” article featured in Law360 (July 28, 2014) (Matt discusses the consolidation of food and beverage subsectors) "Building Business at SXSW: Festival-Going Lawyers Mix and Mingle With People in Tech and and Entertainment Biz," Texas Lawyer (March 17, 2014) (Matt discusses the educational value and business development opportunities during SXSW Interactive) Austin Law Firms and Tech Work at SXSW article featured in Law360 (March 06, 2014) "Ask the Experts" article featured in the Austin Business Journal (May 25, 2012) (Matt advises the reader regarding vendor equity in a startup in exchange for services) "How to Attract Crowdfunding Investors Without Breaking the Law" article featured in Entrepreneur written by Joy Schoffler (April 10, 2012) (Matt cautions the reader in regards to litigious accountability resulting from the passing of the JOBS Act) "With a Hands-On Approach, Austin Tech Incubator Growing" article featured in the American-Statesman written by Lori Hawkins (July 3, 2011) (Matt is quoted about the success of tech incubators in Austin) "Austin Entrepreneurs Launch Family Fitness" article featured in the Austin Business Journal written by Jacob Dirr (November 10, 2010) (Matt is quoted on legal tips and precautions to take when going into business with close friends or family)


J. Matthew Lyons "Top Ten Legal Mistakes Made by Entrepreneurs," (Interview) Struggling Entrepreneur (April 29, 2010) "Andrews Kurth Launches Fixed Fee Start-Up Package for Legal Services" blog post by Thom Singer "Acton School of Business Creates a Platform for Growth with Second Annual Angel Network Event" "Andrews Kurth Hosts Mock Term Sheet Negotiation for Austin Technology Incubator Companies and the Central Texas Angel Network" "Matt Lyons talks about term sheets at the Entrepreneur Funding Symposium" NEWS

Andrews Kurth Kenyon Elects 2017-2018 Policy Committee (October 17, 2017) 39 Andrews Kurth Kenyon Lawyers Named in Texas Super Lawyers 2017 (September 5, 2017) 54 Andrews Kurth Kenyon Lawyers Named Best Lawyers in America 2018 (August 15, 2017) The 2017 Legal 500 Guide Ranks Andrews Kurth Kenyon in 22 Practice Areas (June 5, 2017) Andrews Kurth Kenyon Receives High Marks from 2017 Chambers & Partners USA Guide (May 30, 2017) Andrews Kurth Elects 2016-2017 Policy Committee (August 29, 2016) 53 Andrews Kurth Lawyers Named Best Lawyers in America 2017 (August 15, 2016) The 2016 Legal 500 Guide Ranks Andrews Kurth in 14 Practice Areas (June 20, 2016) Andrews Kurth Receives High Marks from 2016 Chambers & Partners USA Guide (May 27, 2016) Andrews Kurth Elects 2015-2016 Policy Committee (August 25, 2015) 57 Andrews Kurth Lawyers Named Best Lawyers in America 2016 (August 17, 2015) The 2015 Legal 500 Guide Ranks Andrews Kurth in 14 Practice Areas (June 4, 2015) Andrews Kurth Receives High Marks from 2015 Chambers & Partners USA Guide (May 19, 2015) Andrews Kurth Elects 2014-2015 Policy Committee (August 25, 2014) 59 Andrews Kurth Lawyers Named Best Lawyers in America 2015 (August 18, 2014) Andrews Kurth Names New Leadership in the Firm’s Austin Office (August 11, 2014) The 2014 Legal 500 Guide Ranks Andrews Kurth in 13 Practice Areas (June 27, 2014) Andrews Kurth Receives High Marks from 2014 Chambers & Partners USA Guide (May 23, 2014) 61 Andrews Kurth Lawyers Named Best Lawyers in America 2014 (August 15, 2013) Andrews Kurth Elects 2013-2014 Policy Committee (August 15, 2013) The 2013 Legal 500 Guide Ranks Andrews Kurth in 13 Practice Areas (June 4, 2013) Andrews Kurth Receives High Marks from 2013 Chambers & Partners USA Guide (May 24, 2013) 62 Andrews Kurth Lawyers Named Best Lawyers in America 2013 (August 23, 2012) Andrews Kurth Elects 2012-2013 Policy Committee (August 15, 2012) Andrews Kurth Receives High Marks from 2012 Chambers & Partners USA Guide (June 15, 2012) The 2012 Legal 500 Guide Ranks Andrews Kurth in 12 Practice Areas (June 6, 2012) Andrews Kurth Announces 2011-2012 Policy Committee Election (August 2, 2011) Andrews Kurth Launches Start-Up Organization Package (January 28, 2010) Andrews Kurth Receives High Rankings in Chambers USA Guide (June 25, 2007) Twenty Andrews Kurth Lawyers Recognized In 2006 Chambers USA Rankings (July 18, 2006) Brobeck's Austin Business & Technology Team Joins Andrews & Kurth (February 12, 2003)