In many ways, putting together a Disclosure Schedule seems fairly straight forward—you made a representation in Representations and Warranties, and now you’re stating an exception. But those exceptions expose to investors the potential risks the company is facing. The Disclosure Schedule is your way of protecting yourself down the road should an investor claim that you misrepresented an aspect of your company (and potentially demands their money back). The balancing act is to make sure you are making the appropriate disclosures, without spooking your investors. In this regard, writing the Disclosure Schedule is an art, one of those areas best navigated with your counsel to make sure you maximize protecting your company while demonstrating that it is an attractive investment.