2013 Capital Markets Year in Review

January 2014 PIPER JAFFRAY CAPITAL MARKETS

Section I 2013 Year in Review

Section II IPO Market Review

Section III Follow-on Offering Market Review

SiSection IV CfidillConfidentially MkdMarketed FllFollow-on (URD), Reg istere d Direct & PIPE Market Review

Section V Convertible Market Review

Appendix A Piper Jaffray Credentials

1 Section I 2013 Year in Review 2013 Year in Review

2013 Global Index Performance 2003 - 2012 Global Index Performance

Japan (Nikkei) 57% India (Sensex) 475% U.S. (Nasdaq) 38% Brazil (Bovespa) 441% U.S. (Russell 2000) 37% Russia (RTS) 325% U.S. (S&P 500) 30% Hong Kong (Hang Seng) 143% U.S. (Dow Jones) 26% U.S. (Nasdaq) 126% Australia (ASX) 15% U.S. (Russell 2000) 122% U. K. (FTSE) 14% Canada (Toronto) 88% Canada (Toronto) 10% China (Shanghai) 67% India (Sensex) 9% U.S. (S&P 500) 62% Hong Kong (Hang Seng) 3% U.S. (Dow Jones) 57% Russia (RTS) -6% Australia (ASX) 54% China (Shanghai) -7% U.K. (()FTSE) 50% -15% Brazil (Bovespa) Japan (Nikkei) 21% -20% -10% 0% 10% 20% 30% 40% 50% 60% 0% 100% 200% 300% 400% 500% 2013 S&P 500 Subsector Performance 2003 - 2012 S&P 500 Subsector Performance

Cons. Disc 41% Energy 192%

Health Care 39% Info Tech 110%

Industrials 38% Cons. Disc 107%

Financials 33% Materials 94%

S&P 500 30% Utilities 82%

IfInfo Tec h 26% Cons. StlStaples 76%

Cons. Staples 23% Industrials 72%

Materials 23% S&P 500 62%

Energy 22% Health Care 50%

Utilities 9% Financials -26%

-10% 0% 10% 20% 30% 40% 50% -50% 0% 50% 100% 150% 200% 250%

Source: Capital IQ Returns stated in each country’s local currency 3 2013 Year in Review

2013 marked the best U.S. Historical Index Performance by Year overall yearly 50% performance for the

major U.S. indices 40% 37% since 2003 33% 30% 28% . Indices SS 20% 17% 14% 13% 9% 10% 4% 2% 0%

y Year y Year Major ofU. 0% bb -10% -10% -15% -20%

verage % % verage Return -23%

AA -30%

-40% -37%

-50% 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Dow Jones (6%) (7%) (17%) 25% 3% (1%) 16% 6% (34%) 19% 11% 6% 7% 26% Nasdaq (39%) (21%) (32%) 50% 9% 1% 10% 10% (41%) 44% 17% (2%) 16% 38% S&P 500 (10%) (13%) (23%) 26% 9% 3% 14% 4% (38%) 23% 13% (0%) 13% 30% Russell 2000 (4%) 1% (22%) 45% 17% 3% 17% (3%) (35%) 25% 25% (5%) 15% 37% Average (15%) (10%) (23%) 37% 9% 2% 14% 4% (37%) 28% 17% (0%) 13% 33%

Source: Capital IQ Returns stated in each country’s local currency 4 2013 Year in Review

The VIX is a measure of CBOE Market Volatility Index (VIX) since 1990 expectations for First Asian Russian 9/11 Arthur Andersen Iraq 2008 Flash Crash / volatility within the S&P Gulf War FinFinancialancial War Global U.S. & 100 Financial Terrorist / WorldCom 500 over the next 30 Crisis Crisis Attack Accounting Financial European Debt Scandals Crisis Concerns days 90

60 VIX Averages: 2013: ~14 50 2010 – 2012: ~22 40 2008 – 2009:~32 2004 – 2007: ~15 30

0 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Source: Capital IQ & Piper Jaffray ECM 5 2013 Year in Review

Since peaking in Q4 Unemployment Rate

2009, the 12% unemployment rate has 9.9% 9.6% 9.8% 9.6% continued to improve, 10% 9.3% 9.5% 9.5% 9.0% 9.0% 9.0% 8.7% and touched 7.0% in 8.3% 8.3% 8.2% Average = 7.7% 8.0% 7.8% 8% 7.7% 7.6% November for the first 6.9% 7.3% 7.1% time since 2008 6.0% 6% 5.3% 4.8% 5.0% 4.5% 4.5% 4.7% 4%

2% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 '07 '08 '09 '10 '11 '12 '13

Consumer Confidence ISM Manufacturing Index Consumer Confidence rebounded in 2013 after 120 65

experiencing two 60 100 stagnant years in 2011 Median = 55 55 and 2012 80 Median = 63 50 60 45

40 40

20 35

0 30 Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct Jan Apr Jul Oct '07 '08 '09 '10 '11 '12 '13 '07 '08 '09 '10 '11 '12 '13

Source: Thomson Baseline & Bloomberg Denotes Forecast 6 2013 Year in Review

U.S. quarterly GDP grew U.S. Real GDP YoY Growth steadily throughout 4% 3.5% 2013 and is expected to 28%2.8% 27%2.7% 1.9% 2.0% 2.0% grow 2.7% in 2014 2%

0% -0.2%

-2%

-2.8% -4%

-6% 2007 2008 2009 2010 2011 2012 2013 2014

The S&P 500 index S&P 500 YoY Revenue Growth finished with its highest 10% 9.3% 40% annual year-end return 7.8% 8% since 1997 (+29.6%) 6.1% 6% 4.6% 20% 4.1% after realizing slower 4.1% 4% 2.5% year-over-year revenue 2% 0% 0% growth

-2% -20% P 500 Return 0 Revenue Growth Revenue 0 && 00 -4% S

S&P 5 -6% S&P 500 YoY Revenue Growth -40% -8% S&P 500 YoY Index Return -10% -9.0% -60% 2007 2008 2009 2010 2011 2012 2013 2014

Source: Capital IQ & Bloomberg Denotes Forecast 7 2013 Year in Review

2013 equity fund flows Equity Fund Flows Since 2006 $250 more than quintupled FY = $210B 2012 inflows as investors gained $200 confidence in the equity markets

$150

Fund Flows: FY = $116B CY 2013: +$210 billion

illions) $100 BB FY = $58B CY 2012: +$40 billion ($ in ($ in

FY = $40B $50 FY = $24B

FY = $5B

FY = ($6B)

-$50 FY = ($3B) 1/4/062006 1/4/072007 1/4/08 2008 1/4/09 2009 1/4/10 2010 1/4/11 2011 1/4/12 2012 1/4/13 2013

Source: Thomson Reuters – Lipper U.S. Fund Flows Data as of December 31, 2013 8 Section II IPO Market Review IPO Market Review

There have been three Historical Volume peaks in the IPO market IPO Activity by Year Since 1995 since 1995 600 531 1995-2000 Mean = 398 500 453 The 210 IPOs done in 409 2013 were the most 400 372 372 2004-2007 Mean = 210

since 2007 and 62% POs II 300 252 233 greater than 2012 213 # of 210 194 197 2010-2012 Mean = 136 200 153 125 130 80 76 100 70 58 30

0 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 The nearly $60B in capital raised in 2013 is IPO Capital Raised Year Since 1995 $80 the most since 2000 and $70.9 $69.4 a 40% increase from $70 1995-2000 Mean = $50.4B 2004-2007 Mean = $48.0B $59.9 2012 $60 $53.1 $51.5 2010-2012 Mean = $42.4B $46.4 $50 $46.9 $43.7 $42.6 $40.7 $42.6 $39.0 $40.2 $40 $37.8

l Raised ($B) $34.6 aa $30 $26.8 $24.8

Capit $17.7 $19.5 $20

$10

$0 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size Excludes CEFs, BCC/SPACs 10 IPO Market Review

Pricing and aftermarket Performance by Sector 2013 IPO Activity performance each Capital % Chg Price % Chg % Chg % Chg improved greater than Raised File to Offer / Offer / Offer / 100% in 2013 versus Sector No. ($B) Offer 1-Day 30-Day YE'13 Business Services 4 $1.0 -11% 13% 10% 24% 2012 Clean Technology 3 $0.2 -20% 9% 3% 16% Consumer 16 $8.9 9% 44% 49% 54% Energy & Mining 25 $12.4 0% 6% 10% 30% Financial 28 $6.8 -1% 6% 8% 28% Health Care 54 $10.2 -9% 22% 33% 51% Industrials 13 $4.2 -6% 7% 14% 25% On average, 2013 IPOs Media 2 $0.6 2% -2% -15% 3% priced below the Real Estate 3 $0.4 -14% 12% 15% 32% REIT 14 $4.9 -5% 3% 4% 7% midpoint of the range, Technology 43 $9.0 6% 32% 46% 65% Transportation 5 $1.2 -4% 4% 13% 25% but traded up 42% Total 210 $59.9 -2% 18% 26% 42%

2012 IPO Activity Capital % Chg Price % Chg % Chg % Chg Raised File to Offer / Offer / Offer / Sector No. ($B) Offer 11Day-Day 30- Day YE'12 Business Services 3 $0.7 -21% 9% 21% 20% Clean Technology 5 $0.4 -39% 22% 13% -26% Consumer 14 $2.5 2% 21% 26% 20% Energy & Mining 23 $8.4 -4% 8% 8% 8% Financial 16 $3.0 -9% 1% 2% 28% Health Care 15 $1.1 -20% 13% 20% 35% Industrials 9 $2.6 -12% 11% 11% 22% Media 1 $0.2 30% 92% 49% -4% Real Estate 1 $1.2 8% 27% 40% 55% REIT 7 $1.6 -8% 1% 3% 13% Technology 34 $20.5 5% 20% 26% 26% Transportation 2 $0.4 -30% -6% -11% -3% Total 130 $42.6 -6% 13% 16% 20%

Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size Excludes CEFs, BCC/SPACs 11 IPO Market Review

15 of the top 20 IPO Top Performing IPOs Since 2011 – Through Year-End 400% performers since 2011 2011 384% 2012 Year

priced this year as the gg 200313 320% IPO market consistently 236% outperformed 240% 218% 198% 204% 185% 172% 174% 159% 164% 145% 146% 160% 132% ugh Year-Endugh Pricin of 122% 123% 125% 126% 127% 128% 129% oo

80% % Return Thr 0%

On av erage, 2013 saw Aver age IPO Returns by Yeaea:r: 1-Day & 30-Day 45% the best 1-Day and 30- 1-Day 40% 40% 30-Day Day performance from 35% IPOs over the last 10 30% 27% 25% years 25% 20% 19% 18% 20% 16% 16% 16% 17% 14% 14% 14% 15% 14% 15% 13% 13% 13% 12%

% Return 12% 10% 5% 1% -1% 0% 200320042005200620072008 2009200010 2011 2012 2013 -5%

Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size Excludes CEFs, BCC/SPACs 12 IPO Market Review

60% of IPOs priced in Pricing & Aftermarket Performance IPO Pricing Performance - Pricing versus Midpoint of the Range 2013 priced at the 60% midpoint of the range, Below Midpoint 50% 50% At Midpoint or above, versus 50% 46% Above Midpoint in 2012 42% 39% 40% 40% N= 65 34% N= 85 f IPOs 30% oo N= 88 %

N = 44 18% 20% 16% 15%

10% N= 37 N = 21

0% 69% of the IPOs priced 2003-2011 2012 2013 IPO Aftermarket Performance - 1-Day Return versus Offer Price in 2013 traded above 80% 75% offer price after 1-day Below Offer Price 70% 69% 65% Fla t Offer PiPrice 60% Above Offer Price N = 98 N = 144 50%

40% % of IPOs % of 30% 24% 25% 20% 20% 11% N = 26 10% N = 52 7% 5% N = 6 N = 14 0% 2003-2011 2012 2013

Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size Excludes CEFs, BCC/SPACs 13 IPO Market Review

2013 saw the smallest Pricing Pressure on IPOs percentage of IPOs Percentage of IPOs Priced Below the Range from 2003-2013 45% priced below the range 41. 6% 40.0% 40. 8% since 2007 40% 35.6% 34.3% 34.4% 35% 31.3% 27.6% 30% 26.8% 27.1%

w Range 25% oo 20%

15% 10.5% 10% % IPOs Bel 5%

0% 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Although pricing FTO Discount of IPOs Priced Below the Range from 2003-2013 performance improved 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 0% for the 2013 c lass o f IPOs, the discount for (5%) those priced below the (10%) range remained iscount

consistent with recent DD (15%) years (20%) (18.6%) % FTO (20.4%) (22.9%) (25%) (24.7%) (24.7%) (25.5%) (24.3%) (25.8%) (27.0%) (()26.3%) (()26.4%) (30%)

Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size Excludes CEFs, BCC/SPACs 14 IPO Market Review

53% of the IPOs issued IPO Deal Value, Market Cap, and Financial Overview in 2013 raised between IPO Frequency by Deal Size IPO Frequency by Market Cap $50 and $200 million 40% 35% 2010-2012 2013 versus 61% from 2010-2012 2013 32% 30% 29% 2010-12 30% 29% 28% 25% 24% 25% 22% 22% 21% 21% 20% 18%

IPOs 18% 49% of the IPO market IPOs ff

f f 20% 15% % o

% o 15% involved issuers with 14% 12% 10% market caps less than 11% 10% 8% 10% 8% 7% 5% 6% 5% $500 million in 2013 5% 3% 4% 3%

0% 0% <$50M $50- $100- $200- $300- $500M- $1B+ <$150M $150- $300- $500- $1B- $5B+ $100M 200M $300M $500M $1B $300M 500M $1B $5B

33% of 2013 IPOs had IPO Frequency by Revenue (LTM) IPO Frequency by Operating Income (LTM) LTM revenues less than 30% 50% 2010-2012 2013 2010-2012 2013 $50 million compared 25% 25% 40% 40% with an average of 26% 21% 20% 30% from 2010-12 17% 17% 18% 17% 30% 27% 14% 15% 13% 13% of of IPOs of of IPOs 11% 17% %% %% 220%0% 18% 40% of the IPOs in 2013 9% 10% 8% 8% 14% involved issuers with 8% 11%11% 11% 10% 10% 5% 7% negative operating 4%

income compared with 0% 0% 27% historically Pre- $0- $50- $100- $200M- $500M- $1B+ Negative $0- $10- $50- $100M- $300M+ Revenue $50M 100M $200M $500M $1B $10M 50M $100M $300M

Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size Excludes CEFs, BCC/SPACs 15 IPO Market Review

Due to the JOBS Act, Current IPO Backlog which was signed into 360-Day Backlog by Quarter law in April 2012 and 180 162 160 160 allows Emerging Growth 147 152 139 Companies (EGCs) to 140 136 123 116 120 120 113 file confidentially, the 107 111 106 98 95 96

Os 100 publically filed 360-day 92 PP 81 backlog remained 80 74 73 # of I 66 60 59 60 relatively flat throughout 60 53 52 48 the year 40 36

80% of the IPOs priced 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 in 2013 were EGC’s but '07 '08 '09 '10 '11 '12 '13 only 65% of the year-end IPO Backlog by Sector (# of Deals) filed backlog are EGC 25 companies 20 20

33% of the IPOs in 15 backlog at year-end were 10 8 8 in the health care space 7 5 5 4 5 3

0 Consumer Energy / Financial Health Industrials Transports REIT TMT Mining Care

Source: Company Filings, Dealogic and Piper Jaffray ECM as of 12/31/13 Excludes CEFs, BCC/SPACs 16 Section III Follow-on Offering Market Review Follow-on Offering Market Review

2013 follow-on offering Historical Volume activity accelerated to Follow-on Activity by Year – Number of Deals the highest levels in 800 697 over 18 years 700 632 616 Average = 492 603 600 542 536 531 488 491 477 500 460 469 458 463 436 442

w-ons 395

oo 400 368

300 251 # of Foll # of 200

100

0 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Follow-on Activity by Year – Capital Raised ($B) $240 Although the number of $222 follow-ons increased $194 $197 $200 $185 over 30% from 2012, $177 $166 capital raised only $160 Average = $130B $141 $136 increased by 6% $116 $118 $120 $105 $104 $109

Raised ($B) $101

ll $93 $88 $79 $75 $80 $69 Capita

$40

$0 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size and CMFOs (URDs) Excludes CEFs, BCC/SPACs, PIPEs/RDs 18 Follow-on Offering Market Review

Pricing discounts Performance by Sector

slightly improved from 2013 Follow-on Activity 2012 to 2013, however, Capital % Chg Price % Chg % Chg % Chg Raised File to Offer / Offer / Offer / overall performance Sector No. ($B) Offer 1-Day 30-Day YE'13 through year-end lagged Business Services 28 $12.3 -4.7% 1.4% 4.8% 18.8% Clean Technology 12 $2.0 0.3% 5.8% 8.6% 18.1% Consumer 43 $16.6 -3.6% 1.3% 2.9% 9.3% Energy & Mining 115 $38.6 -5.2% 0.6% 2.3% 9.0% Financial 109 $24. 4 -36%3.6% 12%1.2% 30%3.0% 13. 8% Health Care 125 $18.9 -8.4% 3.4% 7.5% 37.7% Industrials 47 $20.3 -4.4% 2.3% 5.5% 23.3% Media 14 $3.4 -10.7% 1.8% 9.3% 49.9% Real Estate 9 $4.4 -3.5% 1.9% 3.1% 26.1% REIT 87 $24.3 -3.6% 1.1% 0.8% -3.7% Technology 73 $24.8 -7.5% 2.9% 5.6% 29.3% Transportation 35 $7.5 -7.4% 0.4% 1.0% 18.8% Total 697 $197.5 -5.5% 1.8% 4.0% 18.5%

2012 Follow-on Activity Capital % Chg Price % Chg % Chg % Chg Raised File to Offer / Offer / Offer / Sector No. ($B) Offer 1Day1-Day 30- Day YE' 12 Business Services 11 $3.5 -3.9% 2.5% 5.0% 61.6% Clean Technology 6 $0.8 -16.1% 1.8% 2.9% 57.2% Consumer 29 $16.1 -4.4% 1.9% 4.7% 28.6% Energy & Mining 95 $34.6 -5.5% 0.4% 1.2% 17.6% Financial 118 $74.8 -4.0% 0.6% 3.2% 35.4% Health Care 102 $10.7 -9.8% 3.3% 5.1% 68.5% Industrials 30 $7.7 -10.4% -0.2% 3.3% 43.1% Media 5 $0.9 -8.9% 3.5% 6.5% 150.4% Real Estate 4 $0.3 -8.2% 0.3% 6.8% 59.4% REIT 73 $25.6 -3.5% 1.2% 3.2% 4.9% Technology 32 $6.6 -5.5% 2.8% 1.6% 58.8% Transportation 26 $3.4 -6.8% -0.2% -0.1% 27.1% Total 531 $185.0 -6.1% 1.4% 3.1% 37.5%

Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size and CMFOs (URDs) Excludes CEFs, BCC/SPACs, PIPEs/RDs 19 Follow-on Offering Market Review

The follow-on pricing Follow-on Pricing Performance – File-to-Offer Discounts environment improved % Change File-to-Offer by Year for the fourth year in a 0% row -2%

-2.7% -3.0% -3.2% -4% -3.3% -3.5% -3.9% -4.0% -3.9% -4.3% -4.0% -4.2% /Offer

ee -4.9% -6% -5.3% -5.5% -5.5% -5.9% -6.1% -7.0% -8%

% Chg Fil -7.8% -8.3% -8.4% -10% -9.9% Mean Median -12% 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

% Change File-to-Offer by Month 0% - 1% -2% -3% -2.8% -3.0% -3.3% -4% -3.6% -3.5% -3.8% -3.4% -4.0% -3.8% -4.2% -4.1% -4.0% -4.3% -4.2% -5% -4.5% -4.4% -4.5% -4.7% ChgFile/Offer -6% -5.3%-5.3% -5.2% -5.4% %% -57%5.7% -6.1% -7% -8% Median Median -9% 2012 2013 -10% Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size and CMFOs (URDs) Excludes CEFs, BCC/SPACs, PIPEs/RDs 20 Follow-on Offering Market Review

Similar to the increase Follow-on Offering Recap by Type, Market Value and Style in bought deal activity in Follow-on Type Breakdown (All) Follow-on Type Breakdown (Sub $2B Market Cap) 2012, the marketed 100% 100% follow-on became a 9% 15% 14% 14% 9% 13% 14% 19% 21% 21% more significant 80% 22% 18% 23% 80% 26% 27% 27% 29% execution vehicle in 21% 9% 31% 60% 60% 32%

2013 rings 24% rings

ee 9% 14% 27% ee 19% 20% 15% 11% 40% 40% 13% % of % of Off 59% % of Off 46% 52% 20% 40% 42% 44% 20% 42% 39% 34% 38%

0% 0% 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 Accelerated Bought Marketed CMFO (URD) Accelerated Bought Marketed CMFO (URD) Follow-on Activity by Market Cap (# of Offerings) Follow-ons w/ Selling Shareholders Along with the increase in overall follow-on 80% 72% 74% 100% 67% 66% 23% 62% 33% 30% 29% activity, the percentage 64% 80% 37% of transactions with a selling shareholder 48% 60% f Offerings lling Shareholders lling oo component also ee % 32% 24% 40% 77% 67% 70% 71% increased 17% 19% 18% 63% 15% 15% 16% 14% 16% 11% 11% 20%

0% 0% 2003-2009 2010 2011 2012 2013 Follow-ons w/ S % 2003-2009 2010 2011 2012 2013 < $2B $2B - $5B > $5B No Yes Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size and CMFOs (URDs) Excludes CEFs, BCC/SPACs, PIPEs/RDs 21 Marketed Follow-ons defined as 2 or more days of public marketing Follow-on Offering Market Review

Capital raised through Growth Sector Marketed Follow-on Issuance: Capital Raised marketed follow-ons significantly increased $10.0 40 $8.92 from 2012 to 2013 in 35 $8.0 $6.92 $6.71 30 Consumer, Health Care n=25 $6.47 $6.05 $5.83 25 and TMT/BS $6.0 $5.42 $4.84 n=14 n=29 n=37 n=33 n=25 20

al Raised($B) nn16=16 $4. 0 n=17 15 $2.37 $2.37 $1.98 $2.24 $1.96 10 $1.38 $2.0 $1.15 n=11 $1.04 $1.44 n=29 n=20 n=3 Total Capit Total n=7 n=1 5 n=13 n=18 n=15 $0.47 n=11 $0.23 $0.34 n=12 $0.0 n=5 0 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 Clean Tech Consumer Health Care TMT/BS

Growth Sector Marketed Follow-on Issuance: Number of Transactions by Sector

Health Care saw the 100% $2,500 )

largest percentage MM 80% 37% 41% 39% $2,000 49% increase in number of 45% marketed follow-ons in 60% $1,500 24% $1,144 2013 as the percentage $2,045

th Sector Marketed th Sector 25% ollow-ons 40% 18% $1,428 27% 31% $1,000 uer Mkt Cap ($M ss FF of CMFOs (URDs) ww $1 028,028 30% 16% 20% 24% $500 decreased 25% 27% % of Gro

16% Is Average 9% 10% 0% 2% 3% $0 2009 2010 2011 2012 2013 $1,214 Clean Tech Consumer Health Care TMT/BS Avg Mkt Cap

Source: Dealogic & Piper Jaffray ECM Includes fully marketed follow-ons greater than $20 million in deal size Excludes CEFs & BCC/SPACs 22 Marketed Follow-ons defined as 2 or more days of public marketing Follow-on Offering Market Review

In terms of average Growth Sector Marketed Follow-on Trends: Market Capitalization issuer market value for marketed follow-ons, $4,500 Health Care companies $3,565 $3,600 have remained relatively $3,210 flat since 2010 vs. other $2,700 $2,207 $2,026 $2,122

growth sectors seeing a ($MM) Cap Mkt er $$,1,549 $1,637 uu $1,800 $1, 541 steady decline $1,874 $1,365 $1,115 $900 $1,153 $1,343 $649 $788 $422

Average Iss $557 $453 $0 $551 $411 2009 2010 2011 2012 2013 Clean Tech Consumer Health Care TMT/BS

Growth Sector Marketed Follow-on Trends: Deal Value

Average deal sizes of $500 $462 growth sector marketed )) $400 $357 follow-ons also declined $339 in 2013 $285 $300 $284 $203 $233

Deal Value ($MM $$8181 rr $200 $239 $151 $225 $183 $119 $113 $100 $105 $95 $87 $80 $92 $82

Average Issue $0 2009 2010 2011 2012 2013 Clean Tech Consumer Health Care TMT/BS

Source: Dealogic & Piper Jaffray ECM Includes fully marketed follow-ons greater than $20 million in deal size Excludes CEFs & BCC/SPACs 23 Marketed Follow-ons defined as 2 or more days of public marketing Follow-on Offering Market Review

Follow-ons continue to Equity Issuance Breakdown represent the majority of Number of Deals by Type (IPOs & Follow-ons) # IPOs # of FOs equity issuance activity 100%

80%

70% 70% 71% 67% 60% 78% 78% 80% 77% 86% 89% 91% eals DD 40% % of

20% 30% 30% 29% 33% 22% 22% 20% 23% 14% 11% 9% 0% 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Capital Raised by Type (IPOs & Follow-ons) Capital Raised: IPOs Capital Raised: FOs The percentage of 100% capital raised from IPOs has improved since 80% 81% 66% 72% 69% 67% 86% 92% 76% 77% 2008 & 2009 as IPO 60% 77% pricings returned to 81% apital Raised

more normalized levels CC 40% over the past four years 20% 31% 33% 34% 28% 24% 23% 23% 19% 14% 19% 8% 0% 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size and CMFOs (URDs) Excludes CEFs, BCC/SPACs, PIPEs/RDs 24 Follow-on Offering Market Review

Small cap issuers raised Follow-on Deal Value and Market Cap Overview approximately 15% - Median Follow-on Raise (All Deals) Median Follow-on Raise (Sub $2B) 20% of their pre-deal 20% 18% 18% 17% 17% market caps 16% 15% 15% 15% 14% 14% 13%

re-Deal Mkt Cap 10% PP

5% % Deal Value / Value Deal % 0% 2003-2009 2010 2011 2012 2013 2003-2009 2010 2011 2012 2013 Year Follow-on Frequency by Pre-Deal Market Cap Issuance activity 350 305 continues to be dominated by issuers 280

with market values 210 190 181 between $1 - $5B at the 164156

of Follow-ons of 124

140 time of the offering 120 108 # 94 99 89 82 88 83 75 66 75 65 62 71 63 70 51 50 59 64 56 46 37 43 41

0 <$150M $150-$300M $300-$500M $500M-$1B $1-$5B $5B+

2009 2010 2011 2012 2013 Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size and CMFOs (URDs) Excludes CEFs, BCC/SPACs, PIPEs/RDs 25 Follow-on Offering Market Review

(1) More recent IPO issuers IPOs Back-to-Market came back to market for # First Follow-ons First Follow-on Primary / Secondary Mix a first follow-on in 2013 70% 60 64% than any year since 2006 52 60% 49 60% 56% 50 55% 54% 50% 50% 48% 44% 2013 saw an increase in 40 44% 39% 40% 41% 38% 32 40% rings

100% primary first t Follow-ons ee

ss 33% 30 26 32% follow-on issuance, 22 30% 27% 18 25%

influenced by a number 20 % of Off 20% 16% of life sciences 9 12% 11% 10 Number of Fir of Number 5 10% 8% companies returning to 5% market 0 0% 2006 2007 2008 2009 2010 2011 2012 2013 2006 2007 2008 2009 2010 2011 2012 2013 100% Primary Primary / Secondary Mix 100% Secondary First follow-ons in 2013 Performance from IPO to FO Filing Days Back-to-Market from IPO were up a median of 100% 200 77%, the highest since gg 181 176 170 165 165 171 2006 77% 160 149 80% 74% 67% 132 63% 58% Assuming strong 60% 120 51% 51%

47% filin Follow-on to IPO % Return

performance, the nn mm average IPO comes back 40% 80 Media to market within 4-7 20% 40 months Median # Days fro Days # Median 0% 0 2006 2007 2008 2009 2010 2011 2012 2013 2006 2007 2008 2009 2010 2011 2012 2013

Source: Dealogic & Piper Jaffray ECM Includes deals greater than $20 million in deal size (1) First follow-ons classified as those that returned to market within 365 days of IPO 26 Excludes CEFs, BCC/SPACs, PIPEs/RDs Follow-on Offering Market Review

EDPs continue to gain Equity Distribution Programs (EDPs) Total Value of EDPs Announced since 2006 ($MM)* popularity as a capital Number of Announced EDPs since 2006 raising method 180 168 $36, 000

144 $26,433 129 $27,000 120 115 $22,635 106 $20,920 108 $18,000 $14,837 Activity was 72 $12,201 concentrated in the 45 $9,000 $7,859 36 Health Care and REIT 20 15 $2,122 $2,052 sectors 0 $0 2006 2007 2008 2009 2010 2011 2012 2013 2006 2007 2008 2009 2010 2011 2012 2013

2013 EDPs by Sector 2013 EDPs: Advisory Rankings

Rank Bookrunner Nbr

71 of the 168 (42%) Health Care 1 Cantor Fitzgerald & Co 24 29% 2MLV & Co 22 EDP programs were for Real Estate / Property 34% 3Citi 17 issuers of less than 4 Bank of America Merrill Lynch 16 5 Wells Fargo Securities 11 $500MM of market 6 Barclays 10 value 7 Cowen & Co LLC 9 13 RBC Capital Markets 4 13 Robert W Baird & Co 4 15 Ascendiant Capital Group LLC 3 Other 6% Energy & Mining 15 Credit Suisse 3 21% 15 Deutsche Bank 3 TMT / BS 3% Financial 7% 15 Jefferies LLC 3 15 JPMorgan 3 15 UBS 3

Source: Piper Jaffray ECM and Dealogic *Excludes Citigroup’s 2010 $37.4B EDP & Bank of America’s 2009 $16.9B 27 Excludes CEFs, BCC/SPACs Section IV Confidentially Marketed Follow-on (URD), Registered Direct & PIPE Market Review Confidentially Marketed Follow-on (()gURD), Registered Direct & PIPE Market Review

PIPE/RD/CMFO(URD) Historical Volume issuance was up year PIPE/RD/CMFO (URD) Number of Deals by Year PIPE/RD/CMFO (URD) Capital Raised by Year over year in 2013 in 700 $35 583 $29.6 terms of total 600 $30 transactions and 500 $25 $22.9 $23.8 capital raised $22.6 394 410 400 $20 Os (URDs) 33313 298 ised ($B) FF 308 $15. 4 $15. 4 300 273 $15 $13.3

200 Capital Ra $10

100 $5 of PIPEs/RDs/CM ## 0 $0 2007 2008 2009 2010 2011 2012 2013 2007 2008 2009 2010 2011 2012 2013

Quarterly PIPE/RD/CMFO (URD) Activity $12.0 250

205 $10. 0 200 158 $8.0 150 121 118 77 102 118 113 $6.0 112 110 110 105 103 99 79 73 77 75 79 79 100 s/CMFOs (URDs) pital Raised ($B) $4.0 68 66 66 63

aa 56 DD C 54 46 47 50 $2.0

$5.8 $8.1 $3.7 $5.3 $4.4 $5.0 $9.6 $10.6 $3.0 $10.5 $5.5 $4.8 $5.1 $5.8 $6.1 $5.6 $5.3 $5.4 $2.2 $2.4 $4.5 $2.8 $2.9 $3.1 $6.2 $2.6 $3.3 $3.3 $0.0 0 # of PIPEs/R Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 '07 '07 '07 '07 '08 '08 '08 '08 '09 '09 '09 '09 '10 '10 '10 '10 '11 '11 '11 '11 '12 '12 '12 '12 '13 '13 '13 '13

Capital Raised ($B) # of PIPEs/RDs/CMFOs (URDs)

Source: PlacementTracker.com as of December 31, 2013. Includes all common stock, convertible preferred and convertible debt PIPEs/RDs/CMFOs (URDs) with proceeds greater than $10 million. 29 Excludes strategic transactions over $200 million. Confidentially Marketed Follow-on (()gURD), Registered Direct & PIPE Market Review

In 2013 the number of Trends in Deal Size and Issuer Size RDs/CMFOs (URDs) Median PIPE Deal Size and Issuer Market Cap Median RD/CMFO (URD)Deal Size and Issuer Market Cap increased 8% over $200 $300 $165 2012 as registered $158 $238 $250 $218 $140 shelf takedown $150 $132 $200 $123 $200 $175 offerings continued to $112 $106 $167 $164 $151

be a favored source of illions $100 illions $150 MM MM $ equity capital $ $100 financing for small cap $50 $25 $27 $20 $25 $26 $22 $20 $35 issuers $50 $24 $26 $23 $25 $25 $25 $0 $0 2007 2008 2009 2010 2011 2012 2013 2007 2008 2009 2010 2011 2012 2013

Median PIPE Deal Size Median Issuer Market Cap Median RD/CMFO(URD) Deal Size Median Issuer Market Cap

Number of PIPEs Number of RDs/CMFOs (URDs) 700 200 175 600 175 159 508 145 150 134 500 119 125 400 100 s (URDs) PIPEs ff

258 OO 75 300 235 235 # o 75 189 55 200 139 153 50 100 25 # of RDs/CMF 0 0 2007 2008 2009 2010 2011 2012 2013 2007 2008 2009 2010 2011 2012 2013

Source: PlacementTracker.com as of December 31, 2013. Includes all common stock, convertible preferred and convertible debt PIPEs/RDs/CMFOs (URDs) with proceeds greater than $10 million. 30 Excludes strategic transactions over $200 million. Confidentially Marketed Follow-on (()gURD), Registered Direct & PIPE Market Review Historical PIPE/RD/CMFO (URD) Volume by Piper Jaffray Covered Sector

Health Care Technology, Media & Telecom Clean Tech & Industrials

200 200 200

175 163 175 175

150 150 150 131 131 Ds) Ds) Ds) 125 113 125 125 RR RR RR 103 93 100 82 90 100 100 70 75 75 75 62 48 47 48 49 48 50 50 42 50 39 43 32 24 30 25 25 25 $4.6 $2.1 $3.1 $3.2 $3.1 $5.3 $4.6 $2.9 $2.0 $2.7 $1.7$3.0 $0.6 $3.0 $1.1 $7.0 $3.1 $2.4 $2.7 $1.4 $2.4 of PIPEs/RDs/CMFOs (U of PIPEs/RDs/CMFOs of PIPEs/RDs/CMFOs (U of PIPEs/RDs/CMFOs (U of PIPEs/RDs/CMFOs

0 0 0 # # # 2007 2008 2009 2010 2011 2012 2013 2007 2008 2009 2010 2011 2012 2013 2007 2008 2009 2010 2011 2012 2013

Consumer Financial China Growth

200 200 200

175 175 175

150 150 150

125 125 125 104 s (URDs) s (URDs) 100 s (URDs) 100 100 OO OO OO 75 75 61 64 60 75 46 45 44 50 50 39 33 36 50 25 20 23 18 21 25 11 14 15 25 25 14 2 5 $2.9 $2.0 $2.7 $1.7 $3.5 $1.4 $1.8 $1.1 $7.0 $3.1 $2.4 $0.6 $0.4 $3.2 0 $4.6 $2.1 $3.1 $3.2 $0.7 $1.7 $0.5 0 0 # of PIPEs/RDs/CMF # of PIPEs/RDs/CMF # of PIPEs/RDs/CMF 2007 2008 2009 2010 2011 2012 2013 2007 2008 2009 2010 2011 2012 2013 2007 2008 2009 2010 2011 2012 2013

Source: PlacementTracker.com as of December 31, 2013. Includes all common stock, convertible preferred and convertible debt PIPEs/RDs/CMFOs (URDs) with proceeds greater than $10 million. 31 Excludes strategic transactions over $200 million. Confidentially Marketed Follow-on (()gURD), Registered Direct & PIPE Market Review

Issuers with market Historical Volume by Issuer Market Cap caps below $500MM Capital Raised ($B) by Issuer Market Cap accounted for 85% of $9.0 PIPE/RD/CMFO(URD) $8.5 transactions in 2013 (a) $8.0 $17.8

$7.0 $10.5 $6. 6

$6.0 $5.4 $5.5 $5.2 $5.0 $4.8

aised ($B)aised $4.4 $4.3 $4.5 RR

$3.9 $3.9 $3.9 $4.0 $3.7 $3.5 $3.5 $6.5

Capital Capital $3.3 $3.1 $3.1 $2.8 $2.7 $3.0 $2.6 $2.6 $2.6 $2.6 $2.4 $2.6 $2.3 $2.3

$1. 8 $1. 8 $2.0 $1.7 $1.4

$1.0

$0.0 2007 2008 2009 2010 2011 2012 2013

Market Cap of PIPE/RD/CMFO (URD) Issuers

Under $100MM $100MM - $249MM $250MM - $499MM $500MM - $1B Over $1B

Source: PlacementTracker.com as of December 31, 2013. Includes all common stock, convertible preferred and convertible debt PIPEs/RDs/CMFOs (URDs) with proceeds greater than $10 million. 32 Excludes strategic transactions over $200 million. (a) Percentage based on number of financings. Section V Convertible Market Review Convertible Market Review

$49B of capital was Capital Raised ($B) by Issuer Market Value raised in the convertible $30 market in 2013 representing a 125% increase vs. 2012 $25 Historically, this $49 represents the hihihghest $20 annual amount of $19 $40 convertible capital $32 raised since 2008 $27 $15 ised ($B) $15 aa $15 $14 $14 $13 $13 $22 Average annual issuance $12

over the last 10 years Capital R $10 was $48.6B $10 $9 $9 The convertible new $7 $7 $5 issue market in 2013 $5 $5 was overweight in large caps $1 $0 $0 $1 $1 Nearly 70% of 2013 new $0 2009 2010 2011 2012 2013 issue dollars came from issuers with $2B+ Under $300MM $300MM - $2B $2B - $10B Over $10B market cap

Source: Dealogic & Piper Jaffray ECM Excludes GM’s 2010 mandatory convertible issued concurrently with its IPO 34 Convertible Market Review: Sizing Trends

Market Cap < $2B: Trends in Deal Size and Issuer Size Deal Size as a ($ in millions) Percent of Market Cap: Market Cap < $2B: Median Convertible Deal Size Market Cap >$2B: Median Convertible Deal Size and Issuer Market Cap and Issuer Market Cap • 2011: 19.7% • 2012: 22.7% $900 $6,000 • 2013: 21.2% $780 $800 $5,046 $5,098 $5,000 Market Cap >$2B: $700 $660 $662 Deal Size as a $4,210 Percent of Market $600 $4,000 Cap: • 2011: 9.5% $500 • 2012: 9.9% $3,000 $400 • 2013: 7.6%

$3 00 $2,000

$200 $150 $165 $130 $1,000 $500 $100 $400 $388

$0 $0 2011 2012 2013 2011 2012 2013

Median Issuer Market Cap Median Issuer Market Cap Median Convertible Deal Size Median Convertible Deal Size

Source: Dealogic & Piper Jaffray ECM Excludes GM’s 2010 mandatory convertible issued concurrently with its IPO 35 Convertible Market Review: Sub-$2B Issuers

Like previous years, Historical Convertible Volume convertible issuance Convertible Issues by Year Convertible Capital Raised by Year in 2013 was driven by 160 $60 144 large cap issuers 140 $50 $49 120 112 62 $40 32% ($16B) of $40 100 89 volume was 44 85 $32 ed ($B) ertibles 78 $33 ss vv 80 $30 $27 generated by issuers 41 35 22 $27 60 $22 with a sub-$2B $20 $23

# of Con $19 40 82 $12 market cap compared 68 Capital Rai 48 50 56 $10 with the 10 year 20 $13 $16 $9 $8 $10 average of 29% 0 $0 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 Convertible Issues by Quarter Convertible Capital Raised by Quarter 60 $25 53 50 $20 $19

40 25 32 $15 30 30 29 $11 $11 25 $15 onvertibles Raised ($B) Raised

9 CC 21 5 21 17 11 $10 20 5 $7 $6 $7 # of $6 $8 8 $5 28 Capital 11 $5 Legend 10 20 21 $3 $5 $2 $3 $4 4 16 18 Sub-$2B Issuers 13 15 $5 $2 $3 $5 All Others 7 $2 $3 $3 $3 0 $0 $1 Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 Q4 '13

Source: Dealogic & Piper Jaffray ECM Excludes GM’s 2010 mandatory convertible issued concurrently with its IPO 36 Convertible Market Review: Sub-$2B Issuers

Sub-$2B issuers Historical Convertible Volume by Sector increased issuance Consumer TMT volume by 64% 15 50 versus 2012 $3.3 $21.3 1 12 40 Sub-$2B issuers 9 30 comprised 15% 27 ertibles ertibles vv vv $6. 5 ($7.6B) of total $1.7 $6.7 6 12 20 $7.5 issuance volume by $2.1 2 7 11 # of Con # of Con $3.3 all issuers 3 10 9 3 $0.9 $0.7 5 16 4 13 11 11 7 7 1 1 1 0 0 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 Health Care Clean Tech 30 10 $2.1 25 $5. 7 8 3

20 9 6 $4.6 $0.7 $0.9 15 $4.9 onvertibles onvertibles $5.3 0 $0.7 CC CC 6 4 4 3 10 0 # of # of 6 6 15 $0.2 $1.8 2 4 Legend 5 2 99 0 3 Sub-$2B Issuers 6 2 All Others 3 1 0 0 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013

Source: Dealogic & Piper Jaffray ECM Excludes GM’s 2010 mandatory convertible issued concurrently with its IPO Dollar amounts denote total capital raised in billions by all issuers 37 Appendix A Piper Jaffray Credentials PippJer Jaffray U.S. E qyquity Ca pital Markets Review

Piper Jaffray was a top Most Active Growth Sector Equity Underwriters in 2013 (# of Deals) growth sector equity Growth Sector Growth Sector underwriter in 2013 IPOs,,/ FOs/CMFOs (URDs ) & Converts IPOs completing 81 IPOs, Bookrun Market Deal Value Bookrun Market Deal Value Rank Manager Number Number Share ($B) Rank Manager Number Number Share ($B) Follow-ons & 1 JPMorgan 155 149 27.9% $71.4 1 BofA Merrill Lynch 43 43 35.0% $20.7 2 Goldman Sachs 137 132 24.6% $72.9 2 JPMorgan 42 42 34.1% $19.0 Convertibles, including 3 BofA Merrill Lynch 125 118 22.5% $58.4 3 Goldman Sachs 40 40 32.5% $19.6 37 as a bookrunner 4 Morgan Stanley 119 114 21.4% $60.2 4 Credit Suisse 37 36 30.1% $13.6 5 CCdiredit SSiuisse 109 101 19.6% $45.1 5 Morgan SlStanley 34 34 27. 6% $18. 2 6 Barclays Bank 90 76 16.2% $48.4 6 Piper Jaffray & Co 32 11 26.0% $9.5 7 Piper Jaffray & Co 81 37 14.6% $18.5 6 Stifel Nicolaus & Co 32 8 26.0% $5.6 7 Deutsche Bank 81 70 14.6% $40.7 8 Barclays Bank 29 27 23.6% $16.4 9 Citigroup 80 70 14.4% $42.5 9 Deutsche Bank 28 26 22.8% $16.0 10 Stifel Nicolaus & Co 78 27 14.0% $14.3 10 Citigroup 24 22 19.5% $12.7 11 Jefferies 75 63 13.5% $18.6 11 William Blair & Co 23 4 18.7% $6.6 12 WllWells Fargo Secur iiities 71 47 12. 8% $30. 0 12 WllWells Fargo Secur iiities 21 14 17. 1% $11. 2 13 William Blair & Co 69 15 12.4% $16.2 13 Jefferies 20 15 16.3% $8.1 14 Cowen & Co 66 31 11.9% $6.5 13 Cowen & Co 20 7 16.3% $2.1 15 JMP Securities LLC 58 6 10.4% $7.2 15 Leerink Swann & Co 19 12 15.4% $1.7 16 Canaccord Genuity 57 13 10.3% $5.8 16 UBS Securities Inc 17 11 13.8% $11.0 17 Needham & Co Inc 56 10 10.1% $7.0 16 BMO Capital Markets 17 6 13.8% $3.0 18 Leerink Swann & Co 49 28 8.8% $5.3 18 Raymond James & Associates Inc 16 2 13.0% $7.2 19 RBC Cap ita l Mar kets 47 18 85%8.5% $30. 5 18 JMP Secur it ies LLC 16 1 13. 0% $1. 5 20 Oppenheimer & Co 42 7 7.6% $6.4 18 Needham & Co Inc 16 1 13.0% $1.8 21 UBS Securities Inc 41 22 7.4% $19.3 21 Robert W Baird & Co 15 3 12.2% $6.8 22 Robert W Baird & Co 39 10 7.0% $13.8 21 Pacific Crest Securities Inc 15 1 12.2% $2.2 23 Roth Capital Partners 37 12 6.7% $2.1 23 Oppenheimer & Co 14 1 11.4% $2.6 24 Raymond James & Associates Inc 36 7 6.5% $10.8 24 Wedbush Morgan Securities Inc 12 0 9.8% $1.3 25 BMO Capital Markets 35 10 6.3% $7.9 24 RBC Capital Markets 12 6 9.8% $11.2

Source: Dealogic & Piper Jaffray ECM Includes deals greater than $10 million in deal size Growth Sectors Include: Business Services, Clean Tech, Consumer, Healthcare, TMT 39 Excludes CEFs, BCC/SPACs, PIPE/RDs, EDPs, Block Trades, Reg D / Reg S, and US Bank referral transactions Select 2013 Piper JJyaffray Bookrun Offerings

# # # # # # $190,095,000 $28,760,063 $177,750,000 $120,796,007 $73,968,000 $138,000,000 $57,500,000

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CMFO (URD) CMFO (URD) Follow-on Follow-on IPO IPO CMFO (URD) December 2013 December 2013 December 2013 December 2013 November 2013 November 2013 October 2013

# ARWR # # # # $104,687,500 $97,175,000 $64,000,002 $86,250,000 $27,708,241 $41,400,000 $46,005,750

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Bought Deal IPO PIPE IPO CMFO (URD) IPO CMFO (URD) October 2013 October 2013 October 2013 October 2013 September 2013 September 2013 September 2013

# # # # HNSN # $74,218,700 $30,187,500 $147,857,145 $52,135,200 $65,550,000 $39,268,293 $146,625,000

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CMFO (URD) CMFO (URD) IPO CMFO (URD) IPO PIPE FllFollow-on September 2013 September 2013 August 2013 August 2013 August 2013 July 2013 July 2013

# # # # # # $138,339,011 $66,000,000 $50,910,500 $110,892,852 $28,100,000 $118,521,875 $45,734,181

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Follow- on IPO CMFO (URD) IPO Follow- on Follow- on Bought Deal July 2013 July 2013 July 2013 June 2013 June 2013 June 2013 May 2013

# # # # # # $14,375,000 $16,500,000 $90,000,000 $98,325,000 $96,600,000 $80,873,750 $83,300,000

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Follow-on Follow-on Convertible Follow-on IPO Follow-on Follow-on May 2013 May 2013 April 2013 April 2013 April 2013 March 2013 March 2013

# # # $32,000,000 $51,750,000 $28,972,813 $10,500,000

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CMFO (URD) IPO CMFO (URD) CMFO (URD) February 2013 January 2013 January 2013 January 2013

Source: Dealogic & Piper Jaffray ECM Includes deals greater than $10 million in deal size Excludes Block Trades 40 PJJpC Provides Unparalleled Aftermarket Su pport

Piper Jaffray provides % of IPOs for which Bookrunner is a Top 3 Trader unparalleled aftermarket 100% 100% 100% 96% support for its bookrun 87% 86% 85% clients 75% 75% 69% 67% 65% 65% 63% 52% 50% 41%

25%

0% Piper RBC UBS / Jefferies Morgan BAML Cowen JP Baird Deutsche Goldman Citi Barclays Wells Jaffray Schwab Stanley Morgan Bank Sachs Fargo Supporting Our Clients in the Aftermarket

Commitment to Afkftermarket Corporate and Venture Piper Jaffray Conf erences Trading Support Services and Corporate Events

Commitment to Ongoing Consistent Capital Markets Non-Deal Roadshows Research Coverage Dialogue

M&A Idea Generation and Customer and Partner International Support Execution Introductions

Source: Autex Blockdata; Data as of December 31, 2013 Includes IPOs since 2006 Trading data is based on the first 12 months of trading 41 Excludes passive bookrunner roles denoted by economics of less than 20% UBS/Schwab rankings included only on UBS bookrun transactions 2013 Bookrun IPO Aftermarket Performance Rankings

Piper’s strong execution Average Bookrun IPO Aftermarket Performance Recent Select Piper Jaffray Bookrun IPOs capabilities and $73,970,000 $138,000,000 commitment to 50.4% aftermarket support has Leerink Swann & Co 49.5% helped generate stock IPO IPO price appreciation Goldman Sachs 47.4% November 2013 November 2013

Morgan Stanley 45.9% $97,180,000 $86,250,000

Wells Fargo Securities 45.3%

IPO IPO JPMorgan 41.5% October 2013 October 2013

SiflStifel Nico laus & Co 41.1% $41,400,000 $147,860,000

BofA Merrill Lynch 40.6%

Credit Suisse 40.4% IPO IPO September 2013 August 2013

RBC Capital Markets 36.9% $65,550,000 $66,000,000

Citigroup 34.1%

Jefferies 32.2% IPO IPO August 2013 JJyuly 2013 Barclays Bank 29.3% $110,890,000 $96,600,000 Deutsche Bank 29.2%

UBS Securities Inc 24.4% IPO IPO June 2013 April 2013

Source: Dealogic & Piper Jaffray ECM; Data as of 12/31/13 Includes IPOs greater than $10 million since 2013 (Excludes BCC/SPACs & CEFs) 42 Excludes managers with less than 10 bookrun offerings 2013 Financial Sppqyonsor Equity Transactions

$523,000,000 $540,000,000 $177,750,000 $120,800,000

A portfolio company of The A portfolio company of The A portfolio company of Catterton A portfolio company of Lone Star Blackstone Group Blackstone Group Partners Funds Follow On Offering Follow On Offering Follow On Offering Follow On Offering

Co-Manager Co-Manager Co-Manager Bookrunner December 2013 December 2013 December 2013 December 2013

$86,300,000 $120,800,000 $147,900,000 $146,600,000

A portfolio company of Austin A portfolio company of American A portfolio company of North A portfolio company of The A portfolio company of Lone Star Ventures Securities Bridge Growth Equity Compass Group Funds Initial Public Offering Initial Public Offering Block Trade Initial Public Offering Follow On Offering

Bookrunner Co-Manager Bookrunner Bookrunner Bookrunner October 2013 October 2013 September 2013 August 2013 July 2013

$644,000,000 $110,890,000 $52,000,000(1) $1,140,000,000 $56,000,000

A portfo lio company of Tower A portfo lio company of Catterton A portfo lio company of ShStephens A portfo lio company of BkhiBerkshire A portfo lio company of ABS Three Partners Partners Capital Partners Partners Capital / NEP Follow On Offering Initial Public Offering Bought Deal Initial Public Offering Follow On Offering

Co-Manager Bookrunner Bookrunner Co-Manager Co-Manager July 2013 June 2013 June 2013 June 2013 June 2013

$118,500,000 $1,089,500,000 $667,000,000 $83,300,000

A portfolio company of A portfolio company of J.W. A portfolio company of Chicago Growth Partners A portfolio company of The A portfolio company of Lone Star Childs 3i Group/TPG Capital Has completed a Series C Capital Blackstone Group Funds Follow On Offering Initial Public Offering Raise Initial Public Offering Follow On Offering

Bookrunner Co-Manager Placement Agent Co-Manager Bookrunner June 2013 May 2013April 2013 March 2013 March 2013

(1) Represents approximate value as the block was not officially printed 43