Legal services for InvestTN

Legal services for InvestTN Launch Tennessee Nashville, TN Job Details 2 hours ago Qualifications Securities law Bar Full Job Description May 28, 2026 May 28, 2026

Re:

Venture Capital Fund Legal Counsel and Investment Transaction Services for InvestTN Dear Law Firm, Launch Tennessee (LaunchTN) is requesting proposals from law firms with extensive experience advising venture capital investors on direct equity investments into early-stage companies and limited partner commitments into venture capital funds. We invite your firm to submit a three-year proposal for consideration. InvestTN is an equity investment program managed by LaunchTN and funded through the U.S. Treasury's State Small Business Credit Initiative (SSBCI 2.0) program. InvestTN makes direct equity investments into Tennessee-located startups at the Pre-Seed, Seed, Series A, and Series B stages, and LP commitments into early-stage venture capital funds. LaunchTN seeks legal counsel that understands our objectives and will act as a partner in our ultimate goal to move capital off the sidelines, boost scalable Tennessee businesses, and grow the state's entrepreneurial ecosystem. Due to the unique structure and needs of the InvestTN program, we may enlist the support of more than one law firm. A description of our organization, the services needed, and other pertinent information follows. Background LaunchTN is a public-private partnership focused on supporting the development of high-growth companies in Tennessee, recognized by the IRS as a 501(c)(3) organization. LaunchTN manages and deploys InvestTN capital provided through Tennessee's Department of Economic and Community Development under the U.S. Treasury's State Small Business Credit Initiative (SSBCI 2.0). The InvestTN program represents $70M to be invested into Tennessee-located startups and venture capital funds over a 9-year period. For more information, visit launchtn.org and investtn.org. Overview of InvestTN Now three years into the program, InvestTN has deployed approximately $30M of its $70M total, investing in 70+ portfolio companies and making LP commitments into two venture capital funds — providing prospective counsel with a clear picture of expected transaction volume and pace. The three funds comprising InvestTN include: Regional Seed Fund ($28M) — Pre-Seed and Seed stage investments ranging from $25K to $250K Growth Fund ($36M) — Seed, Series A, and Series B stage investments ranging from $250K to $3M Multi Fund ($6M) — LP commitments of $1M-$3M into emerging Tennessee-focused venture capital funds (currently fully allocated across two venture funds) Each fund requires a distinct set of legal services, independent of overall legal guidance for InvestTN as a whole. Your proposal may cover one or more of the following funds. Services to be Performed Regional Seed Fund Review of LaunchTN's existing standardized convertible note and SAFE note templates for Pre-Seed and Seed stage investments ($25K-$250K), and ongoing recommendations as market standards evolve Review of LaunchTN's existing side letter agreement template encompassing the reporting, disclosure, and programmatic compliance requirements outlined by SSBCI program guidelines and national compliance standards A pre-negotiated rate for legal document review for each transaction, including reasonable correspondence with LaunchTN's capital team, document review, implementation of agreed-upon edits, execution of LaunchTN's side letter and certifications, and other deal-related legal advisory duties Growth Fund Review of LaunchTN's existing standardized convertible note, SAFE note, and term sheet templates for Seed and Series A/B investments ($250K-$3M), and ongoing recommendations as market standards evolve Review of LaunchTN's existing side letter agreement template encompassing SSBCI reporting, disclosure, and compliance requirements A pre-negotiated rate for legal document review for SAFE and convertible note transactions where LaunchTN is participating but not leading A fee scale for legal document review for priced transactions where LaunchTN is leading the deal and setting terms Multi Fund Review of LaunchTN's existing side letter agreement template encompassing SSBCI reporting, disclosure, and compliance requirements A fee scale for legal document review for LP commitments into venture funds, including correspondence with LaunchTN's capital team, document review notes and recommended edits to LP agreements, subscription agreements, existing side letters, and other relevant fund documents, as well as execution of LaunchTN's side letter and certifications Ongoing Counsel Availability throughout the year to provide legal advice on matters related to fund administration, equity investments, follow-on investment opportunities, and other legal matters pertaining to InvestTN All legal work must be performed in accordance with: All current securities laws and regulations pertaining to equity investments as stated by the U.S. Securities and Exchange Commission SSBCI Capital Program Policy Guidelines SSBCI Capital Program National Compliance Standards SSBCI Frequently Asked Questions SSBCI Capital Program Reporting Guidance Proposal Requirements A.

Executive Summary:

Describe your understanding of the work to be performed, your firm's ability to perform it within the timeframe provided, and your commitment to LaunchTN's objectives. B.

Professional Experience:

Include an explanation of your firm's philosophy, size, structure, and qualifications serving venture capital funds and/or comparable nonprofit organizations. Describe your firm's experience with government-funded investment programs such as SSBCI, SBIC, or similar, and discuss your firm's independence with respect to LaunchTN. C.

Team Qualifications:

Identify the specific partners, associates, paralegals, or other staff who will be assigned to this engagement. Include bios describing their relevant experience in venture capital, fund administration, and investment transactions. D.

Approach:

Outline your approach to providing legal counsel for venture capital funds, including how your firm will handle the pace and volume of investment transactions and SSBCI compliance requirements. E.

Respondent Pricing:

Please provide a firm estimate of fees for years 1, 2, and 3 of the engagement. We ask that respondents propose flat fees for each of the following transaction scenarios, which reflect the typical deal structures and assumptions under which InvestTN operates: (1) SAFE or Convertible Note — Investee-Provided Document Review LaunchTN is using a SAFE or Convertible Note provided by the investee and counsel reviews to flag any major concerns. (Assumes LaunchTN's Capital Admin will draft both the investment note with LaunchTN's entity information and the appropriate side letters using existing templates, and will oversee the signature process through LaunchTN's DocuSign account, sharing executed versions with counsel for recordkeeping.) Proposed fee: $______ (2) SAFE or Convertible Note — LaunchTN Templated Document, Conflicts Clearance Only LaunchTN is using its own standardized SAFE or Convertible Note template and counsel only clears for conflicts of interest with the investee. (Assumes same Capital Admin and DocuSign process as above.) Proposed fee: $______ (3) Priced Round — LaunchTN is a Non-Lead Investor LaunchTN is joining a priced round where it is not the lead investor. Counsel to review the cap table against the term sheet, review and summarize issues in fund documents provided by the lead investor, and make appropriate revisions to LaunchTN's side letter as needed. (Assumes the lead investor coordinates electronic signatures and Capital Admin handles filing and recordkeeping.) Proposed fee: $______ (4) Priced Round — LaunchTN is the Lead Investor LaunchTN is the lead investor in a priced round. Counsel to assist Capital Associates in diligence, negotiation, and closing; provide a term sheet to be presented to the company; draft all closing documents; and coordinate signatures for all parties. (

Note:

these costs are typically paid by the target company, and InvestTN's Capital Admin will coordinate invoicing accordingly.) Proposed fee for Seed round: $______ Proposed fee for Series A round: $______ (5) General Legal Counsel — SSBCI and InvestTN Matters Annual retainer for general legal advice regarding SSBCI compliance and InvestTN fund matters, excluding any litigation-related matters.

Proposed annual fee:

$______ OR Proposed hourly rate for partners, associates, or paralegals assigned to the engagement: $______

F:

Additional Services:

Indicate any non-transactional services your firm can offer that would benefit InvestTN, its portfolio companies, or LaunchTN at large. G.

Conflicts:

Please describe any representation where LaunchTN or InvestTN is or may become an adverse party. In addition, please describe your firm's procedures for identifying and addressing potential conflicts of interest on new InvestTN matters. H.

Partnership:

Describe how your firm can collaborate with InvestTN and LaunchTN beyond transaction execution, including any value-added support through educational programming, portfolio company resources, ecosystem engagement, event participation, sponsorship, pro bono services, or other strategic partnership opportunities. I.

References:

Submit up to three references from comparable clients — such as venture funds, state investment programs, or early-stage fund managers — served within the past three years. Include names and contact information for references we may contact. Payment Invoices must be submitted no later than 30 days after completion of a given transaction and/or deliverable. Separate invoices must be submitted for work related to the SSBCI program. Invoices must list the dates of service, scope of service, duration, and rate. Payments will be made no later than 30 calendar days after receipt of invoice(s). LaunchTN reserves the right to dispute any charges it deems questionable or excessive. Termination LaunchTN reserves the right to terminate the services of the selected firm by giving at least fourteen (14) days written notice of the fact and time of such termination. In such an event, all finished or unfinished work prepared by the firm shall become the property of LaunchTN, and the firm shall be entitled to compensation for satisfactory work completed under this agreement. Timeline Questions may be submitted at any time prior to July 10, 2026 to . Proposals are due no later than July 10, 2026 at 11:59 p.m.

CDT. RFP

distributed: May 28, 2026 Proposals due: July 10, 2026, 11:59 p.m. CDT LaunchTN contacts finalists to schedule presentations: July 18, 2026 Finalist presentations to the selection committee: July 21-25, 2026 (subject to change) Firm selected and notified: July 31, 2026 Anticipated engagement start date: August 24, 2026 Proposal Submission Submit proposals via email to:

Launch Tennessee Attn:

InvestTN Capital Team Please include the name, phone number, and email address of your firm's primary contact in your submission. This letter is not to be construed as a contract or commitment of any kind. Evaluation of Proposals While price is an important factor, LaunchTN will evaluate proposals on price and the following criteria: Capacity to provide high-quality venture capital and investment transaction legal services Prior experience providing legal counsel to similar organizations Ability to establish a collaborative partnership for the full three-year term Qualifications of staff members to be assigned to the engagement Firm's understanding of InvestTN's investment model and SSBCI program requirements Alignment with LaunchTN's vision for growing innovation and entrepreneurship in Tennessee References and track record Quality and completeness of the proposal This project is funded under a grant contract with the State of Tennessee. InvestTN is funded by the U.S. Treasury's State Small Business Credit Initiative (SSBCI 2.0) program and administered by Launch Tennessee. | investtn.org | launchtn.org