Lock-up Agreement Lawyers

Corporate, M&A & Securities Lawyer | Managing Attorney, DP Counsel PLLC Practice Areas: Business Formation | Commercial Contracts | Contract Drafting & Review | Mergers & Acquisitions | Venture Capital | Securities Offerings | Franchise Law | Employment & Equity Compensation | Intellectual Property | Cross-Border Transactions About/Bio: I represent companies, investors, and fund sponsors in corporate transactions, commercial contracting, and private securities matters, from entity formation and early-stage financings to acquisitions, exits, and ongoing strategic counsel. As Managing Attorney of DP Counsel PLLC, I help clients structure transactions clearly, allocate risk thoughtfully, and move deals forward with documentation that is practical, enforceable, and aligned with business objectives. My practice includes both day-to-day commercial matters and more complex transactional work, including venture financings, private offerings, M&A deals, fund-related documents, and cross-border structuring. What I Do: Corporate & Commercial • Entity formation and structuring for corporations, LLCs, and limited partnerships • Operating agreements, shareholder agreements, and governance documents • Commercial contract drafting, review, and negotiation • Vendor, distribution, manufacturing, SaaS, and licensing agreements • Employment, consulting, confidentiality, and equity compensation agreements • Outside general counsel support for growing companies Securities & Private Capital • Private offerings under Regulation D and Regulation S • Private placement memoranda, subscription agreements, and investor documents • SAFE, convertible note, and priced equity financings • Venture capital and private fund formation matters • Fund governing documents and offering document packages • Securities law analysis for private capital raising transactions Mergers & Acquisitions • Letters of intent and term sheets • Stock purchase, asset purchase, and merger agreements • Due diligence coordination and transaction support • Disclosure schedules, closing documents, and post-closing matters • Earnouts, rollover equity, indemnity structures, and related deal terms • HSR, CFIUS, and related regulatory issue spotting for qualifying transactions Digital Assets & Emerging Technologies • Federal-law digital asset and token securities analysis • Entity structuring for blockchain and Web3 ventures • Digital asset fund and operating structures • AML/KYC documentation support and regulatory issue spotting Franchising • Franchise Disclosure Documents (FDDs) • Franchise agreements • Master franchise and area development agreements • Franchise structuring and registration coordination Real Estate Transactions • Commercial real estate acquisitions and dispositions • Real estate joint ventures and syndications • Commercial lease drafting and negotiation • Real estate investment structures and related offering documents Cross-Border & International • U.S. market entry and entity structuring for international clients • Delaware and multi-entity holding structures • Cross-border transaction planning and documentation • Coordination with foreign counsel and tax advisors on cross-border matters Why Clients Hire Me: • Big-law-level drafting with boutique responsiveness • Practical, business-focused advice grounded in execution reality • Clear scoping and transparent fee arrangements • Experience across financings, acquisitions, fund formations, and cross-border transactions Typical Projects: • Contract drafting and negotiation • Entity formation and governance packages • Private offering document suites • Venture financing documentation • M&A transactions from LOI through closing • Fractional or outside general counsel support Industries Technology | SaaS | FinTech | Digital Assets | E-commerce | Healthcare | Real Estate | Food & Beverage | Professional Services

I am a New York and Connecticut–licensed contracts attorney with over 25 years of legal and business experience. I focus on drafting, reviewing, and negotiating commercial agreements, advising small businesses and international brokerage firms — particularly in eCommerce acquisitions. My practice includes asset purchase agreements, master services agreements, operating agreements, employment agreements, and a broad range of commercial contracts, as well as merchant services defense, breach of contract matters and arbitration. I have served as General Counsel to small businesses, a Vice President at an investment bank, a Civil Court Arbitrator and Hearing Officer, and a Judicial Clerk to a Civil Court Judge. My combined legal and business background enables me to deliver practical, strategic counsel tailored to each client’s objectives.

www.linkedin/in/michaelbmiller I am an experienced contracts professional having practiced nearly 3 decades in the areas of corporate, mergers and acquisitions, technology, start-up, intellectual property, real estate, employment law as well as informal dispute resolution. I enjoy providing a cost effective, high quality, timely solution with patience and empathy regarding client needs. I graduated from NYU Law School and attended Rutgers College and the London School of Economics as an undergraduate. I have worked at top Wall Street firms, top regional firms and have long term experience in my own practice. I would welcome the opportunity to be of service to you as a trusted fiduciary. In 2022 and 2023, I was the top ranked attorney on the Contract Counsel site based upon number of clients, quality of work and number of 5 Star reviews.

Tiffany received her Juris Doctorate from the J. Reuben Clark Law School, Magna Cum Laude. She is admitted to the Utah State Bar and the New Mexico State Bar. She practices in the areas of real estate, general business, business formation, employment agreements, and civil litigation.

Immigration expert with over 30 years’ experience focused on start-up companies H-1, L-1, E, O-1 visas. PERM and extraordinary ability immigrant visas. Complex family immigration cases and waivers. I also assist early stage comapnies in entity formation and general legal matters for start-up companies in the areas of Telehealth, Technology and International Trade.

I am an active member of The Florida Bar, having successfully passed the Florida Bar Examination in September 2023. My legal career spans over seven years, beginning with extensive experience as a law clerk, where I supported attorneys and developed a strong foundation in client-focused legal work. I focus my own practice on business and estate planning matters, including entity formation, corporate governance and compliance, commercial transactions, and long-term planning for individuals, families, and business owners. My estate planning practice focuses on helping individuals and families protect their assets, plan for incapacity, and ensure their wishes are carried out with clarity and confidence. I regularly prepare wills, trusts, powers of attorney, health care directives, and related planning documents, and I take a personalized, practical approach to each plan—ensuring it reflects the client’s goals, family dynamics, and long-term needs while remaining fully compliant with Florida law.

I have been licensed to practice law in Florida since 1999. My work has centered on a wide range of family‑court matters, including divorce, child support, custody, paternity cases, and prenuptial agreements. I also handle broader family‑law services such as Last Will & Testaments, Powers of Attorney, and property‑related issues such as Quit Claim Deeds. In addition to family law, I have extensive experience in consumer bankruptcy law, such as Chapter 7 bankruptcy, and advising clients on issues such as wage garnishments, bank levies, foreclosure defense, repossessions, judgment enforcement, credit card lawsuits, and debt defense tactics. I regularly guide individuals on qualifying for bankruptcy, means‑testing, exemption planning, and strategies to protect assets in divorce and bankruptcy. I developed the Family Law and Bankruptcy Law courses for a law school, and I am the author of Consumer Bankruptcy Law for paralegals and legal professionals, published by Routledge. I currently teach business law, economics of law, and bankruptcy in both English and Spanish for an international university.