STEVEN N. LEVINE

Cannabis Experience

• Negotiated the successful purchase of various recreational and medical center licenses, including cultivations, in Colorado since 2010.
• Represents cannabis operators in the State of Colorado with regard to administrative show cause orders, negotiation of remediation plans and stipulated settlement agreements with state and local agencies.
• Represents numerous clients, both landlords and tenants, in leasing warehouse space in Colorado since 2010.
• Represents several clients in the development of commercial greenhouses used by cannabis tenants.
• Represents several cannabis clients in commercial litigation matters.
• Represents several technology and intellectual property holdings companies in the cannabis industry that develop and license proprietary technology and trademarks.
• Represents emerging growth cannabis technology and business solution companies in connection with corporate formation, financing and commercial contracts.
• Provides ongoing regulatory, employment, tax, corporate and securities legal advice to various recreational and medical cannabis clients.
• Represented one of the largest cannabis testing facilities in connection with the reverse merger into a publicly reporting Over the Counter Bulletin Board (OTCBB) company in 2014.
• Represented one of the largest cannabis security companies in connection with the reverse merger into a publicly reporting OTCBB company in 2015.
• Represented a large recreational center in successfully obtaining one of the first retail licenses in Aurora, Colorado, in 2014.
• Represented an infused-products manufacturer in successfully obtaining a medical infused products license in Colorado in 2015.
• Has represented various medical and recreational centers, infused-products manufacturers, and testing facilities with licensing issues at local and state levels in Colorado since 2010.

M&A and General Corporate Experience

• Represented a natural resource company in connection with a reverse-merger into a public shell valued at $200 million.
• Represented a worldwide market leader and expert in providing data-driven solutions for returns, recalls and communication services for durable goods in the sale of a business unit for $18 million, including drafting and negotiating the asset purchase agreement and all ancillary documents.
• Represented a worldwide money transfer company in the purchase of a money transfer competitor in California for $4 million, including drafting and negotiating the asset purchase agreement and all ancillary documents.
• Represented a NASDAQ oil and gas company in an acquisition of a public oil and gas company, including drafting the merger agreement and Form S-4 registration statement, as well as related ancillary documents.
• Represented a private company in the reverse merger into a public shell listed on the Over-the-Counter Bulletin Board (OTCBB).
• Represented a private company in the $17 million purchase of membership interests in a Texas LLC.
• Drafted and negotiated a repurchase agreement of convertible debentures for a publicly traded company.
• Prepared a Private Placement Memorandum (PPM) for a $3.5 million equity offering for a fast food company.
• Prepared PPM for a Colorado gourmet grocery store to providing funding for a second store.
• Represented two NASDAQ oil and gas company in $30 million public offerings of common shares.
• Represented a publicly traded company in the private issuance of $3.5 million in common stock and prepared the subsequent Form S-1 resale registration statement.
• Prepared and responsible for filing Form S-3 universal shelf registration statements for two different NASDAQ listed entities.
• Prepared PPM for $2.5 million equity offering in the United States of a public company.

General Corporate Representation

• Advised client, a major information technology service provider listed on NASDAQ, in the renegotiation of Information Technology Outsourcing (ITO) agreements aggregating $150 million; including drafting and negotiating master service agreements, license agreements, statements of work, and other related agreements.
• Represented a publicly traded oil and gas company in the negotiation of an amendment agreement to a $20 million promissory note.
• Represented a publicly traded software development company in the strict foreclosure of a $5 million promissory note.
• Drafted and filed with the SEC, a Shareholder Rights Plan for two publicly traded companies.

Exchange Act Representation, including Executive Compensation and Corporate Governance

• Represented several different public companies in various industries, including cannabis, oil & gas, banking and business services industries, with their respective Exchange Act reports (e.g. Form 10-K, Form 10-Q, Form 8-K, Definitive and Preliminary Proxy Statements, Form 13d, Form 13g, and Forms 3, 4 and 5).
• Assisted special committee of the board in connection with a potential conflict of interest arising out of a proposed public/public merger.
• Reviewed and revised several audit, compensation and governance committee charters for compliance with the Sarbanes Oxley Act of 2002 and New York Stock Exchange (NYSE), NASDAQ rules, as applicable.
• Prepared and responsible for filing Form S-8 for several oil and gas companies, that also included a reoffer prospectus involving control and restricted securities.
• Researched and prepared client memoranda regarding fiduciary duties, compliance under the Sarbanes Oxley Act of 2002, and corporate governance of a troubled company.