Dealflow Report the NEWS, INFORMATION, and ANALYSIS of SMALL CAP EQUITY FINANCE Volume I, No

dealflow report THE NEWS, INFORMATION, AND ANALYSIS OF SMALL CAP EQUITY FINANCE Volume I, No. 38 report.dealflowmedia.comreport.dealflow.com October 8, 2012

SMALL CAP MARKETS SMALL CAP FINANCING PICKED • The small cap financing market picked up in the third quarter. UP IN THIRD QUARTER AS • China’s agreement with the PCAOB may not VOLATILITY DECLINED boost investment. by Dan Lonkevich • An SEC commissioner called for a Small cap and microcap financing activ- markets at Roth Capital Partners in New- comprehensive review of regulatory structure ...2 ity picked up in the third quarter as a less port Beach, Calif. “There’s a slight uplift • Sun River reached a settlement with three volatile stock market helped companies to from issuer stock prices. When they feel investors who accused it of fraud ...... 3 feel better about their valuations. better about their stock price, they’re more Publicly traded companies made at least willing to do deals.” DATES & DEADLINES 246 private placements of equity in the Roth Capital helped arrange six PIPEs • A listing of important events coming up in the quarter, raising $11.2 billion. It was the worth $68.8 million in the third quarter. small cap financing market ...... 4 most active third quarter for the PIPE mar- Concerns about the upcoming presi- ket since 2008. dential election and uncertainty about how PIPEs In 2011’s third quarter, there were only the results might affect their businesses is • BioFuel Energy may need to raise capital ...... 6 227 PIPEs that raised $11 billion. causing many companies to take advantage • Antares Pharma raised $50M for an arthritis The data excludes PIPEs that raised less of the recent uptick in their stock prices to drug ...... 6 than $1 million and transactions by for- raise capital now rather than waiting, Gure- • Cantor is providing a $45M ATM for Unilife ...... 7 eign companies that weren’t listed on U.S. witz said. exchanges. “The third quarter was unexpectedly • Mercator Minerals raised $25.85M ...... 7 Meanwhile, there were 25 initial pub- more active than typical,” said Richard • Insmed raised $25.7M for a cystic fibrosis lic offerings on U.S. markets in the recent Gormley, the head of alternative invest- drug ...... 7 quarter, making it the most active third ments at Lazard in New York. “Usually, • EMCORE raised $8.7M and avoided drawing quarter for the IPO market since 2007, the volume falls way off in the summer down an equity line ...... 8 according to research firm Dealogic. months as it did last year.” “We’re seeing a surge in deals from guys But not this year. July and August were • Feinberg’s Oracle Investment led a $7.5M PIPE we’ve been talking with for a long time,” more active than usual, although September for Mazor Robotics...... 8 said Aaron Gurewitz, head of equity capital showed a bit of a slowdown, he said. EMERGING GROWTH COMPANIES Third Quarter continued on page 15 • Cazador completed its $81M merger with Net Element ...... 9 • Canaccord named Evershed head of PCAOB-CHINA AGREEMENT investment banking ...... 9 NOT LIKELY TO BOOST ALTERNATIVE PUBLIC OFFERINGS • Roth Capital dropped coverage of a dozen FLAGGING INVESTMENT companies as its head of China research by Bill Meagher apparently left ...... 10 The Public Company Accounting Oversight Board may have negotiated a tenta- • A group of shell company hijackers were tive agreement with Chinese officials to observe audits of U.S.-registered companies in China, but the effort is unlikely to prompt more investment in the country, ordered to pay $13M...... 10 investors and market observers say. • China Hydroelectric replaced its CEO and The PCAOB-China agreement “doesn’t make any difference. Investors have board in a settlement with investors ...... 11 no confidence right now in China,” said Mark Elenowitz, chief executive officer of New York investment bank TriPoint Global Equities. “We need to see radical SMALL CAP EQUITY FINANCE ACTIVITY ...15 change in morality and ethics by China companies.” ISSUER INDEX ...... 29 China continued on page 13 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

SMALL CAP MARKETS

Editor-in-Chief SEC COMMISSIONER GALLAGHER CALLS Adam Steinhauer Assistant Managing Editor FOR COMPREHENSIVE REVIEW OF Meghan Leerskov Senior Editors MARKET AND REGULATORY STRUCTURE Donna Horowitz, Dan Lonkevich The Securities and Exchange “These and other projects, releases, Associate Editors Commission should review the self- studies, and rulemakings in recent years Maria Brosnan Liebel, Bill Meagher, regulatory structure of U.S. securi- undoubtedly enhanced our understand- Kirk O’Neil, Joshua Sisco ties markets to assure it’s functioning ing of market structure issues at the time, Contributing Editor optimally after two decades of revo- but as in the case of Reg NMS, they have Paul Springer lutionary change, according to SEC sometimes been part of undertakings that Research Commissioner Daniel Gallagher. themselves further altered market struc- Thomas Park, In a speech Oct. 4 before the Secu- ture,” he said. James Summitt, Eric Vermilya rities Industry and Financial Markets Many of the recent attempts to fix IT Services Association’s 15th Annual Market market structure issues such as the Dodd- Bruno Lopes, Pash Rajendran Structure Conference, Gallagher, one of Frank amendments to the 19(b) SRO rule Marketing two Republican-appointed commission- filing requirements, “have essentially Todd Anderson, Effie Knesich, ers who could take over the stewardship been grafted onto the existing framework Eric Salvarezza, Amy Terenzi of the SEC in a Mitt Romney adminis- without a re-examination of the validity of Business Development tration, outlined his views on the need that framework,” he said. Steve Lord, James McKenna, Mike Michalakis, Tassanee Sukramule for regulatory structural reforms. “In that particular case, I fear that by “It is time to undertake a compre- tweaking the 1975 Act-based requirements hensive market and regulatory structure without studying whether those require- DEALFLOW REPORT review, including a review of the self- ments make sense at all given the changed THE regulation paradigm as a whole,” Gal- market structure, we’ve merely replaced one DealFlow Media, Inc. P.O. Box 122 lagher said. problematic regime with another.” Syosset, NY 11791 Gallagher called for the review Gallagher said if an issue is serious T (516) 876-8006 because he said he is troubled by the enough to merit legislative action, it is F (516) 876-8010 increase in new rules being written by serious enough to deserve a re-examina- [email protected] the SEC to carry out its obligations tion from first principles. www.dealflowmedia.com under the Dodd-Frank Wall Street Such a review means revisiting the The DealFlow Report® is published on Monday of every week, except the Mondays following New Years, Inde- Reform and Consumer Protection Act. 1975 Act amendments and will likely pendence Day, the first week of August, Thanksgiving, “It’s troubling to me that we have been result in recommendations to Congress to and Christmas (47 issues). Subscription rate: $2,450 per year for online access and delivery of issues in PDF for- creating and amending so many rules, and amend existing legislation to reflect the mat. Issues may be digitally encrypted to monitor and protect from unauthorized use. in many cases such fundamentally impor- realities of today’s markets, he said. All rights reserved. © 2012 DealFlow Media, Inc. Pho- tant rules, while operating within a frame- The last such review conducted by tocopy permission is available solely through DealFlow Media. Copying, distributing electronically by email, work that we have not analyzed in depth the SEC was “The Market 2000” report or duplicating this publication in any manner other for almost 20 years and that no longer in 1994, whose basic finding Gallagher than one permitted by agreement with DealFlow Media is prohibited. Such actions may constitute copy- accurately reflects the state of today’s said was the equity markets “are operat- right infringement and leave perpetrators subject to lia- bility of up to $150,000 per infringement (Title 17, U.S. markets,” Gallagher said. ing efficiently within the existing regu- code). The DealFlow Report and The DealFlow Confer- He noted that the SEC has taken sev- latory structure.” ence® are trademarks of DealFlow Media. Data is provided by PrivateRaise, a service of DealFlow Media, eral looks at some of these issues over To underscore how outdated the report unless otherwise noted. the years, most notably through the issu- might be, he noted that in January 1994, The DealFlow Report is a general-circulation publication. No data herein should be construed to be recommen- ance of the “Reg SRO” proposals and the conventional thinking on Apple dations to purchase, retain, or sell securities, or to provide investment advice of the companies mentioned or adver- the concept release on self-regulatory Computer “was that it was a struggling tised. No fees are accepted for publishing any editorial information. DealFlow Media, its subsidiaries, and its organizations, or SROs, in 2004, and the has-been left behind by the personal com- employees may, from time to time, purchase, own, or sell adoption of Regulation National Market puting industry.” securities or other investment products of the companies discussed or advertised in this publication. System in 2005. Among the issues Gallagher said the

SMALL CAP MARKETS

SEC review should address is whether ownership restrictions should be imposed how the rule change could impact affected stock exchanges should still be SROs. on exchanges, which he said “are based on parties for better and for worse, and justi- “The SRO framework was devel- neither statutory nor regulatory authority.” fying the recommended course of action oped in the context of private, mutual- Moreover, he questioned whether non- as compared to the primary alternatives. ized exchanges – a context that no longer SRO exchanges deserve “prosecutorial “I’m under no illusion as to the onus exists,” he said. immunity” based on their historical quasi- this places on SROs – cost-benefit anal- Gallagher also questioned the wis- governmental status. ysis isn’t easy, it isn’t quick, and it isn’t dom of allowing SROs to outsource their “Another key question is whether the cheap,” he said. “If self-regulation is to regulatory duties to the Financial Indus- SROs have the resources – and, just as remain viable, however, it is necessary.” try Regulatory Authority, whose primary importantly, the willingness – to perform Gallagher also noted that SEC Chair- responsibility is to regulate broker-dealers. sufficiently rigorous analyses to support man Mary Schapiro has reiterated a “Is FINRA becoming a ‘deputy SEC’?” their rulemaking,” he said. commitment to performing meaningful he asked. “With all of the issues facing Rulemaking by an SRO or by the SEC economic analyses in the SEC’s rule- the broker-dealer industry it was created itself, “should be the product of a careful making on multiple occasions. to oversee, should FINRA be seeking and balanced assessment of the potential “If self-regulation is to continue to to branch out into entirely new fields of consequences that could arise,” he said. play a central role in securities regu- responsibility, such as regulating invest- “This entails a thorough analysis of both lation, SROs must be committed to ment advisors?” the intended benefits and the possible ensuring that the rules they send to the Other issues that deserve consideration costs of a proposed rulemaking.” Commission for approval are the result include the historical role of market data Moreover, he said it requires identify- of the same degree of rigorous analysis fees in funding SROs. “What would we ing the scope and nature of the problem to as the Commission applies to its own do with the market data fees in a world in be addressed, determining the likelihood rules,” he said. “There has been signifi- which exchanges aren’t SROs?” he said. that the proposed rule-making will miti- cant progress on this issue lately, but He also questioned whether gate or remedy the problem, evaluating there is still a long way to go.” ―DL

SUN RIVER ENERGY REACHES SETTLEMENT WITH THREE SHAREHOLDERS WHO ACCUSED MANAGEMENT OF FRAUD Sun River Energy (SNRV), the James and Iva Ballard and William Henson also brought charges of defa- PIPE issuer that was being sued by “Bruce” Pitts have withdrawn from the mation against Sun River and Schmidt some of its shareholders over alle- lawsuit and Sun River has withdrawn its as part of the lawsuit. gations of breach of fiduciary duty countersuits against them. The terms of The suit named Schmidt, along and self-dealing by management, has the settlement weren’t disclosed. with Chief Operating Officer Thimo- reached a settlement with three of the The shareholder suit was filed in thy Wafford, Chief Financial Officer plaintiffs in that lawsuit. June in Texas District Court in Dallas Judson “Rick” Hoover and several Sun In a related matter, the attorneys rep- by a group of shareholders including River directors. It accused them of resenting the plaintiffs in the case filed a the Ballards, Pitts and Steven Henson, deceiving the plaintiffs “into investing motion to withdraw as counsel. The attor- a former director. substantial sums of money, in some neys, Michael Hurst, A. Shonn Brown Henson was forced off the compa- instances millions of dollars into Sun and Jonathan Childers with the law firm ny’s board in February after Sun River River, a public company, that defend- of Gruber Hurst Johansen Hail Shank Chief Executive Officer Donal Schmidt ants have used for their own personal in Dallas, confirmed their withdrawn and accused Henson of insider trading and gain.” declined further comment. violating the short-swing profit rule. The lawsuit also accused Schmidt

SMALL CAP MARKETS

and the others of “mismanagement, mis- prop up the share price. The restricted orchestrated the lawsuit. representations and intentional actions stockholders included LPC Investment, “These two men approached the to self deal opportunities otherwise Nova Leasing, Mirador Consulting, Ballards and Mr. Pitts in an attempt belonging to Sun River and its share- and Coral Capital Partners. to have them pay for this litigation holders leaving the company itself in a McMillan is alleged to have been by making false and malicious claims vulnerable state at best.” behind the strategy in which Sun River based upon confidential non-public Schmidt and the others were accused of filed lawsuits against various contractors information,” Schmidt said. having schemed to conduct a tender offer, and other holders of its restricted stock to “The Ballards and Mr. Pitts were back around February, to sell Sun River’s prevent them from selling their shares and misled to say the least,” Schmidt assets to themselves while the stock was depressing their value. said. “Regardless, I have to give them depressed. At the time, Exxon Mobil was Schmidt and the others were accused credit for recognizing that Henson and offering “many millions of dollars” for of failing to disclose related-party trans- McMillan as well as the attorneys rep- Sun River’s New Mexico property, the actions, failing to disclose that Sun River resenting the Plaintiffs were not tell- lawsuit claimed. Exxon’s offer was never reimbursed Schmidt for use of his private ing them the entire story.” publicly disclosed. jet, keeping director Robert Fields on Jim Ballard said in the statement that Shares of Sun River have fallen more the board after he had been voted off by “Sun River’s management has our full than 90% over the past year from a high shareholders, repricing options given to support.” of $5.09 in July 2011 to about 11 cents management, and failing to disclose law- Gary Austerman, a partner with the today. The stock declined after the Secu- suits and the SEC investigation. law firm Klenda Austerman in Wichi- rities and Exchange Commission began “The dismissal and withdrawal of ta, Kan., said his clients decided to with- investigating allegations of stock manipu- counsel effectively ends this litigation,” draw from the lawsuit after discussions lation by the company, its management, said Schmidt in an emailed press release. with Sun River’s Schmidt convinced and former director and major shareholder “This dismissal validates management’s them that the allegations made in the suit Harry McMillan. claims they did not mismanage Sun River were based on a “misunderstanding.” The allegations were made in four or defraud anyone.” Austerman declined to comment on lawsuits filed by holders of Sun River Schmidt said in the statement that the misunderstanding or on the terms of restricted stock that the company had through discussions with the Bal- the settlement. sued to take back their shares. The stock- lards and Pitts, Sun River learned that Henson, the former Sun River direc- holders claimed that Sun River was pur- McMillan, the former consultant and tor, who helped launch the lawsuit, said it suing litigation against them to prevent major shareholder of Sun River, and would continue with new lawyers, though them from selling their stock in order to Henson, the fired former director, had he declined to identify them. ―DL

DATES & DEADLINES

The following is a list of events com- • Dubai-based producer of Indian Bas- Raymond James and Wells Fargo ing up in the small cap financing market: mati rice products Amira Nature Foods Securities among the managers. is expected to price its $126 million IPO • Ambarella, a Santa Clara, Calif., • Intercept Pharmaceuticals designer of chips for high-definition the week of Oct. 8. UBS Investment expects to introduce its $60 million video cameras, is expected to roll out Bank and Deutsche Bank will underwrite IPO the week of Oct. 8. The biomed a $60 million initial public offering the the 9 million share offering, priced in a range of $13 to $15. week of Oct. 8, according to Renais- company expects to price 4.3 million sance Capital. The deal, underwritten • Diamondback Energy is expected shares in a range of between $13 and by Morgan Stanley and Deutsche to debut its $225 million IPO the week $15. Bank of America Merrill Lynch Bank, will include 6 million shares of Oct. 8, with Credit Suisse leading is underwriting the deal for the New priced at $9 to $11 each. the 12.5 million share offering and York company.

SMALL CAP MARKETS

• In another $60 million IPO from 2012 at the Mayflower Hotel, Oct. 18 • Goldman Sachs hosts its San Fran- a biomed company debuting the week in Washington. cisco Small Cap Technology One on of Oct. 8, KYTHERA Biopharma is One Summit Nov. 7 in San Francisco. selling 4 million shares priced from $14 • The Biotechnology Industry to $16 with J.P. Morgan and Goldman Organization is hosting the 11th Annual • Brean Murray, Carret & Co. Sachs underwriting the deal for the Cal- BIO Investor Forum, Oct. 9 and 10 in hosts its Life Sciences Summit on Nov. abasas, Calif., company. San Francisco. 7 in New York.

• Shutterstock, a company that has • Barron Funds holds its 21st Invest- • The Practising Law Institute hosts an online marketplace for royalty-free ment Conference in New York on Oct. 12. the 44th Annual Securities Regulation images, is expected to debut its $63 Institute in New York, Nov. 7 and 9. million IPO the week of Oct. 8. Morgan • The Financial Industry Regulatory Stanley, Jefferies & Co. and Deutsche Authority is holding its Advertising • Sterne Agee offers it Small- Bank will underwrite the 4.5 million Regulation Conference, Oct. 25 and 26 Mid Cap Investor Day in Philadel- share offering, which is expected to in Washington. price at $13 to $15 a share. phia on Nov. 12. • The Practising Law Institute • Workday Inc. is expected to intro- • The Depository Trust & Clear- hosts Hedge Fund Enforcement & duce its $512 million IPO the week of ing Corp. will host its 2012 Executive Regulatory Developments 2012 Oct. Oct. 8. The Pleasanton, Calif.-based Forum in New York on Nov. 29. software company plans to offer 22.8 31 in New York. million shares priced between $21 and • The American Bar Association’s $24 with Morgan Stanley, Goldman • A conference on small cap equities Seventh Annual National Institute on Sachs, Allen & Co. and J.P. Morgan will be hosted by Undiscovered Equi- underwriting the deal. ties in New York, Oct. 10 and 11. Securities Fraud takes place on Nov. 15 in New Orleans. • Comments on the Public Company • RedChip Companies presents its Accounting Oversight Board’s Pro- 15th Annual Fall Small-Cap Confer- • The SEC will host its annual posed Rules on Auditing Standard No. ence in San Francisco, Oct. 11. SEC Government-Business Forum 16, which regards communications with on Small Business Capital Forma- audit committees, are due Oct. 9. • America’s Growth Capital pre- tion on Nov. 15 at the agency’s sents its Ninth Annual East Coast Washington headquarters. • As of Dec. 3, under Rule 5123, Emerging Growth Conference in Bos- Financial Industry Regulatory Author- ton on Oct. 16 and 17. ity member firms selling securities • The PCAOB will host a public meeting in Houston on Oct. 18 regard- through a private placement must file • Morgan Lewis sponsors the 12th ing mandatory audit rotation, term lim- disclosure documents via FINRA’s Annual Biotech Symposium Oct. 22 Firm Gateway within 15 calendar its and auditor independence. in Philadelphia. days of the first sale. • The Financial Markets Associa- • The PCAOB is holding a forum • The law firm Cooley LLP is tion hosts its 2012 Legal and Legisla- on auditing smaller broker-dealers holding its 5th Annual Clean Energy Oct. 25 in Jersey City, N.J., and & Technology Conference on Oct. tive Issues Conference in Washington, Nov. 8 in San Diego. 10 from 7:30 a.m. to noon in Red- Oct. 25 and 26. wood City, Calif. The event is by • The PCAOB is holding a forum on invitation only. • The Regulatory Compliance Asso- ciation Hosts Compliance, Risk & auditing in the small business environ- • Morrison & Foerster presents Enforcement 2012 on Oct. 30 at the ment Nov. 7 in San Diego, and Nov. 29 its Securities Enforcement Forum Pierre Hotel in New York. in Fort Lauderdale, Fla.

PIPES

ETHANOL MAKER BIOFUEL ENERGY MAY NEED FINANCING TO RIDE OUT HIGH CORN PRICES by Joshua Sisco Ethanol producer BioFuel Energy BioFuel’s Chief Financial Officer that BioFuel’s facility in that state must (BIOF) may need to raise money as it rides Kelly McGuire did not respond to have been experiencing especially bad out sky-high corn prices caused by a drought requests for comment. problems. “It all depends on when the that has ravaged the Midwest over the sum- “From a cash standpoint, it’s challeng- plant was built and what the debt struc- mer, according to an analyst and traders. ing,” Horowitz said. “Their cash flow is... ture is,” the trader said. The company has indefinitely shut- oof,” he added, after looking at the com- “Can they raise money? Pacific Etha- tered one of its two 110 million gallon pany’s balance sheet. Cash generated from nol did, but it will be very challenging,” ethanol plants. operations fell to $1.04 million in the sec- Horowitz said. “Commodity margins have continued ond quarter, down from $8.09 million in Sacramento, Calif.-based Pacific Etha- to weaken as the impact of the drought the year-earlier period. nol (PEIX), another small producer, raised in the corn belt continues and ethanol The company has $173.3 million in $11 million in September, but had to sell remains in surplus,” said Chief Executive total debt, including $12.6 million due more dilutive units, comprised of a share Officer Scott Pearce in a statement. within the next year, making it difficult and a warrant, at a 25.9% discount to where The idled plant is in Fairmont, Minn. for it to raise money in any way besides the company’s stock was trading at the time. BioFuel Energy’s plant in Wood River, selling stock, Horowitz said. Cash and BioFuel is majority-owned by the Neb., is still operating. cash equivalents meanwhile have fallen activist hedge funds GreenLight Capital The company will need to raise money, to $9.21 million as of June 30, compared and Third Point, which control 36.2% which will most likely come from sell- to $15.1 million a year earlier. ing equity, given its total debt position, Revenue fell from $168.5 million to and 20.1% respectively, according to according to agribusiness analyst Ian $122.8 million, quarter-over-quarter, regulatory filings. BioFuel co-founder Horowitz with Topeka Capital Mar- while losses increased from $8.32 million and former CEO Thomas Edelman owns kets in New York. Horowitz does not to $12.4 million. 9.6% of the stock. Edelman, who now cover BioFuel, but does follow competi- Shares closed Oct. 2 at $5.64, down runs the Houston-based investment firm tors including Green Plains Renewable from $19.60 in mid-November. White Deer Energy, did not respond to a Energy (GPRE) in Omaha, Neb. “It will be a real struggle for that request for comment. “The market is saturated with product,” company in the current climate,” said GreenLight head David Einhorn declined said TJ Williams, who heads up the etha- an ethanol trader who is not authorized to comment. Third Point CEO Daniel Loeb nol trading unit of Lansing Trade Group to speak to the press. He added that pro- did not respond to a request for comment. in Overland Park, Kan. “There won’t be ducers in Minnesota have had it easier any material changes in operating margins than other regions, since it has been hit Associate Editor Joshua Sisco may be until the glut is gone.” less severely by the drought, indicating reached at [email protected].

Antares Pharma Shores up million shares at $4, a 9.1% discount to sold as the stock ran up from around $2 Cash for New Drug where the stock traded the day before the since the start of the year. offering priced. Shares were up slightly, The company is on schedule to file a Injection drug maker Antares Phar- closing Oct. 3 at $4.04. It can raise anoth- new drug application in the first quar- ma (ATRS) raised $50 million in an underwritten stock offering on Oct. 3 to er $7.5 million if the underwriters sell the ter of 2013 for its VIBEX methotrexate fund the development of a drug to treat over-allotment shares. injection system for treating rheuma- rheumatoid arthritis. “Antares may not need to raise money toid arthritis. With the financing, it Jefferies & Co. and Oppenheimer & again,” said Dawson James analyst Rob- boosted its cash from about $18 million Co. led the deal along with Cowen & Co. ert Wasserman. as of June 30. and Ladenburg Thalmann. The new shares diluted existing hold- Most of Antares’ revenues are gener- Ewing, N.J.-based Antares sold 12.5 ers by about 10%, but the offering was ated under manufacturing agreements The DealFlow Report © 2012 DealFlow Media 6 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

PIPES

with Teva Pharmaceuticals (TEVA) and $40.7 million on a $12.5 million jump in raise at least $20 million to be used to Watson Pharmaceuticals (WPI). Rev- research and development costs. reduce Mineral Park’s working capi- enue for the first six months of 2012 rose To date the company has been primar- tal deficit. That will be covered by the to $11.4 million from $7.11 million in the ily ramping up commercialization efforts bought deal financing. year-earlier period. for the Unifill syringe, which is sold to BMO Capital Markets, Canaccord Losses for the first six months of 2012 pharmaceutical companies to fill with Genuity, Raymond James, and Para- increased to $2.81 million from $1.55 mil- injectable medication. It has a strategic digm Capital are also underwriting the lion as sales costs more than doubled to partnership with Sanofi-Aventis, for the bought deal financing. $2.03 million. exclusive right to negotiate for the pur- Mercator is a copper, molybdenum, However, the increase mainly chase of Unifill syringes. It is working on and silver producer in the U.S. and stemmed from the deal this year with partnerships with other pharmaceutical Mexico. The company’s Mineral Park Watson for a topical gel treating over- companies that make drugs that do not unit produces copper, molybdenum, and active bladder. After 2012, Watson overlap with Sanofi. silver from the Mineral Park Mine in will take over manufacturing, lowering It has received $22 million in develop- Arizona. The company also has expo- Antares’ revenues. ment payments from Sanofi since 2003. sure to copper and molybdenum in Wasserman added that the company Unilife is banking heavily on the northern Mexico. would have not needed to raise money at Unifill product, according to regulatory The underwriters have agreed to pur- all, and could have succeeded exclusively filings, though the outcome is some ways chase 48.5 million shares of Mercator at on licensing deals. VIBEX could be a big off, having just signed its first supply 52 Canadian cents each. That’s a 14.7% win for the company, he said. agreement this past June. discount based on the Sept. 28 close. Syringe Maker Unilife Signs Additionally, its agreement with This is only the second PIPE financ- Sanofi, may make other partnerships ing for Mercator, which raised $12.15 $45M ATM Deal difficult, according to its most recent million in April 2005. The company had Retractable syringe maker Unilife annual report. cash and cash equivalents of only $8.9 Corp. (UNIS) signed a deal with Can- Chief Executive Officer Alan Shortall million as of June 30. tor Fitzgerald to sell up to $45 million did not respond to a request for comment. in stock in an at-the-market offering, after Ayer Capital, Others Invest raising $56 million in less than a year. Haywood, RBC, Others Raising $25.7M in Insmed to Fund Shares of the York, Pa.-based company $25.85M for Mercator Minerals Cystic Fibrosis Drug were trading at $3, down slightly from Haywood Securities and RBC Ayer Capital Management, Quaker the $3.18 closing price on Oct. 3, the day Dominion Securities are leading a Partners and RA Capital Management before the agreement was announced. The syndicate of underwriters in a $25.85 are investing $25.7 million in a private company is also traded on the Australian million bought deal private placement placement of common stock of Insmed Stock Exchange. of common stock of Mercator Miner- Inc. (INSM) for working capital to devel- Unilife shares are down from nearly als (MLKKF) to reduce the debt of the op inhalation therapeutics for cystic fibro- $5 in mid-June. At the end of June it company’s Mineral Park unit. sis and orphan lung disease. raised $20 million by selling 6.15 mil- Separately, Vancouver, Brit- Monmouth Junction, N.J.-based Ins- lion shares at $3.25 each. Last Novem- ish Columbia-based Mercator said it med is in the process of developing a ber, it raised $35.9 million from shares reached an agreement with lenders to drug candidate called Arikace for treat- priced at $4.35. Mineral Park to combine a $61.7 mil- ment of patients with cystic fibrosis. In December 2010, halfway through lion term loan and a $30 million revolv- The company had been planning to its 2011 fiscal year, the company ended er loan into a single $91.7 million loan. begin phase III trials before the Food its contract manufacturing operations The agreement calls for the lenders to and Drug Administration put a hold on in order to fully focus on its Unifill grant a principal payment holiday for its efforts. In May, the FDA lifted that retractable syringe and other drug deliv- two quarters or until June 30, 2013. It hold and Insmed said it will defer plans ery devices. Consequently, revenue for also extends the term of the loan for a to initiate the phase III study until it has fiscal 2012, which ended June 30, fell year until March 31, 2017. an opportunity to review previous trials. to $5.52 million from $6.65 million. The revision of the credit facility The company is conducting trials in the Losses increased to $52.3 million from is subject to Mercator being able to U.S., Europe, and Canada. The DealFlow Report © 2012 DealFlow Media 7 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

PIPES

Insmed is issuing 6.3 million shares balance sheet was stretched pretty thin, investment of up to $15 million. It was of common stock at $4.07, which was as it’s ramping up growth in a few areas. entered into on Aug. 12, though it was not the market price on Sept. 27. The Clearly, the market agrees, too.” announced until Oct. 2. placement represents a 25.2% stake in Conrad said the company has so far Feinberg, a former analyst at Drexel Insmed, which has a market value of not needed to drawn down any of a $50 Burnham & Lambert, founded Oracle $101.24 million. million equity line that it entered into Management in 1993 and focuses on Insmed also is raising $2 million in last August with Acqua Wellington investments in the health care space. a separate private placement, the terms Asset Management. This is Greenwich, Conn.-based Oracle of which were undisclosed, with an Mark Weinswig, EMCORE’s chief Management’s first PIPE investment unnamed investor. financial officer, did not respond to a tracked by PrivateRaise, DealFlow Andi Drucker, Insmed’s general coun- request for comment. Media’s data service, which captures sel, said the terms of the second place- The company was hard hit when mas- placements of at least $1 million. ment are still being worked out with an sive floods in Thailand caused significant Caesarea, Israel-based Mazor is existing investor. damage to optics equipment maker Fabri- known for its flagship Renaissance Sur- net, one of EMCORE’s primary suppliers. Drucker said the financing will provide gical Guidance System, which features However, according to Conrad, additional capital to Insmed, which pre- a virtual 3-D environment to create a EMCORE’s customers “stepped forward viously had said it had enough capital to surgical blueprint for robotic-guided and prepaid for their orders.” Particularly fund its operations into 2014. surgery. The company said its products customers buying the company’s external Insmed previously raised $75.8 mil- have been used in thousands of proce- cavity lasers, paying more than 25% in lion from four private placements. The dures worldwide. advance of deliveries, Conrad said. company had cash and cash equivalents The company is still recovering from Mazor issued 7.05 million ordinary of $28.6 million as of June 30. The com- the production problems stemming from shares at a price of about $1.06 each, pany posted a net loss of $16.5 million the flood, and production in March and reflecting a discount of 9.9% as of Aug. in the six months ended June 30, com- June reflect that, Conrad said. However, 12. Investors also received three-year pared with a loss of $16.9 million in the the company’s stock has risen from $3.55 warrants to purchase up to $7.5 mil- same period a year ago. in late June, indicating optimism over its lion worth of shares at a variable exercise price equal to the volume-weighted EMCORE Avoids Equity Line prospects, he said. average price of Mazor’s shares on the With $8.7M Stock Sale Revenue for the second quarter fell to $41.1 million from $49.5 million a year Tel Aviv Stock Exchange over the 10 Semiconductor maker EMCORE ago, while losses shrank to $9.04 million, trading days immediately prior to the Corp. (EMKR) raised $8.7 million in an from $11.1 million. date of exercise. The maximum exercise increased stock sale and has so far avoid- At Citi’s 2012 Technology Confer- price is $1.50. ed drawing down a $50 million equity line ence in September, Chief Executive Mazor also has pledged to seek a level from August 2011. Officer Hong Hou said that the com- II American Depository Shares listing on The Albuquerque, N.M.-based company is now fully recovered from the the Nasdaq Stock Market or the New York pany sold 1.59 million shares at $5.46 flood, which should be reflected in its Stock Exchange. on Sept. 28, a 7% discount to the previ- third-quarter numbers, according to a Mazor had cash and cash equivalents ous day’s closing price. The stock has transcript of his presentation. of 14.5 million shekels ($3.73 million) as since risen, closing on Oct. 1 at $5.53. of June 30. The company reported a loss Oracle Investment Leads The company said in a statement that in the first six months of 2012 of 8.95 mil- $7.5M PIPE Investment in the size of the offering was increased lion shekels, versus a loss of 16.1 million Mazor Robotics due to investor demand. shekels, a year ago. Los Angeles-based B. Riley & Co. Financier Larry Feinberg’s Oracle was the sole underwriter. Investment Management led a group “I agree with the move,” said Peter that invested $7.5 million in a private Have news that may be of Conrad, senior portfolio manager with placement of ordinary shares and warrants interest to readers? Please email Bloomington, Minn.-based Kopp of Mazor Robotics (MZRTF), an Israel- us at [email protected] Investment Advisors, EMCORE’s larg- based developer of surgical robots. est shareholder with about 9.6%. “The The financing is the first tranche in an

EMERGING GROWTH COMPANIES

SPAC Cazador Acquisition, strategy for our content and technology and Aegis Capital acted as financial adviser. Net Element Complete properties in the U.S. as well as Russia Primary Capital advised Net Element, while $81 Million Deal and other emerging markets,” Francesco Bilzin Sumberg Baena Price & Axelrod Piovanetti, Net Element’s new CEO, said provided legal services. Special purpose acquisition company in a statement. He was previously Caza- Cazador Acquisition Corp. completed dor’s chairman and chief executive. Canaccord Names Philip its $81 million acquisition of digital pub- Miami-based Net Element provides Evershed Investment lisher and mobile-commerce technology mobile commerce technology in Russia Banking Chief developer Net Element. and operates websites focused on enter- The combined company was to begin tainment and culture, including Motor- Canaccord Financial named Philip trading on Nasdaq as Net Element Inter- sport.com and Openfilm.com. Evershed as its global head of investment national (NETE) on Oct. 3. SPACs are blank check companies that banking at Canaccord Genuity, its invest- The deal closed on time to meet an raise capital in initial public offerings that ment banking arm. Oct. 14 deadline for Cazador to have they use to acquire operating companies. If a Evershed came to Toronto-based completed a merger or to return its cash to SPAC fails to complete an acquisition within Canaccord in 2010 when it acquired investors. The deal had faced a potential a specified period of time after its IPO, it’s Genuity Capital Markets in 2010. His obstacle in June when Nasdaq put Caza- obligated to return capital to shareholders. sector focus at Canaccord has been agri- dor on notice that it was out of compliance Cazador, based in San Juan, Puerto Rico, culture and industrial companies, includ- with the exchange’s regulations regarding raised about $46 million in its 2010 IPO ing the $7.5 billion sale of Canadian grain minimum number of shareholders. that it said it would use to pursue a merger company Viterra Inc. (VT) to the mining “As a result of this merger, Net Ele- with a company that was active in develop- giant Glencore International (GLEN), ment International is well-positioned to ing countries. The SPAC was sponsored by according to Canaccord’s website. become a leading mobile-based com- Arco Group, a San Juan-based investment Evershed worked at CIBC World merce and payment processing platform firm focused on emerging markets. Markets for 14 years before leaving to and continue implementing our growth Reed Smith was legal advisor to Cazador help found Genuity in 2002.

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ALTERNATIVE PUBLIC OFFERINGS

ROTH LOSES DIRECTOR OF CHINA RESEARCH, DROPS COVERAGE OF A DOZEN COMPANIES Roth Capital Partners has withdrawn Xueda Education Group (XUE), The analyst who covered these com- analyst coverage of a dozen Chinese com- Yucheng Technologies (YTEC), panies was Kun Tao. He was director of panies after its director of China research HiSoft Technology International China research and a senior research ana- apparently left the firm. (HSFT), IsoftStone Holdings (ISS), lyst. Tao had been with Roth since 2007. The Newport Beach, Calif.-based Noah Education Holdings (NED), Before that, he was an analyst with Con- investment bank made the decision to VanceInfo Technologies (VIT), nective Capital Management. drop coverage of the companies because ChinaSoft International, AsiaInfo- Roth hasn’t indicated whether it the covering analyst left Roth, research Linkage Inc. (ASIA), ChinaCast will replace Tao or resume coverage director Mark Tobin said in a series of Education (CAST), China Ceram- of the Chinese companies. Research notes to clients. ics Co. (CCCL), China Housing & Co-directors Mark Tobin and Jeff The companies that were dropped Land Development (CHLN), and Martin didn’t return calls from The were Xinyuan Real Estate Co. (XIN), Zhongpin Inc. (HOGS). DealFlow Report. —BM

Court Orders Shell Hijackers to Alcar Chemical Group, Asia Telecom, million in disgorgement and $2 million in Pay $13M in Fines Asante Networks, Bicoastal Commu- prejudgment interest. Boock must pay $2.9 nications, Brekkford International, million in civil penalties, while Wong must Irwin Boock, Jason Wong and Stan- Cavico Corp., China Adnet Enterpris- pay $1.5 million and DeFreitas will pay ton B.J. DeFreitas had judgments es, Complete Care Medical, El Alacran $130,000. The SEC said that DeFreitas paid entered against them by a federal court Gold Mine Corp., Extreme Fitness, less of a penalty because he cooperated with for hijacking 23 defunct shell compa- Gaming Transactions, Innolife Pharma, the regulator in its investigation. nies and selling billions of unregistered Interage Ltd, International Energy, The SEC has barred Shoss from prac- shares in the companies. KSW Industries, LeaseSmart, Level ticing before the commission. The com- In September 2009, the SEC brought Vision Electronics, Life Exchange, mission is staying any civil action against actions in U.S. District Court in Manhat- Lotta Energy Acquisition, Magellan Shoss pending the outcome of a criminal tan against the trio that alleged Boock Energy, Marinas International, Micro- proceeding against him. hijacked 22 shells from November 2003 link Solutions, The Motion Picture to March 2006, enlisting the help of Group, and World Hockey Association. China Hydroelectric Replaces attorneys Roger Shoss and Nicolette In September 2009, the SEC suspended CEO, Board in Settlement With Loisel, who allegedly supplied false trading in 17 of the shells. This followed Investor Group documentation to secretaries of state, a suspension of 11 of the shells in March Nasdaq, Standard & Poor’s CUSIP Ser- 2008 in a separate action. A group of China Hydroelectric vice Bureau and transfer agents. Addi- On March 26, 2010, the court entered (CHC) investors have seated a new tionally, from November 2003 to June a default judgment against Boock and board of directors and removed the chief 2007, Boock, Wong, and DeFreitas DeFreitas and imposed a permanent executive and executive vice president hijacked an additional 21 shells, offer- injunction against further violations of in a settlement with management aris- ing 7 billion unregistered shares. registration regulations. A permanent bar ing out of a proxy contest and litigation DeFreitas made at least $2.2 million against both was also imposed by the brought by the company. from the sale of shares. Boock made at court with respect to penny stock offer- The investors, CPI Ballpark least $267,625. According to the origi- ings. Boock was barred from serving as Investments, Swiss Re Financial nal complaint, Wong sold shares from an officer or director. Products, China Environment Fund 11 hijacked shells. On Aug. 25, 2011, the court entered a III, Aqua Resources Asia Hold- The hijacked shell companies includ- summary judgment against Wong regard- ings, Abrax and IWU International, ed Advanced Growing Systems, AEI ing the hijacking of a dozen companies. forged an agreement with the compa- Transportation Holdings, Aerofoam Judgments entered Aug. 2, 2012 call for ny to place Amit Gupta, Moonkyung Metals, Andros Island Development, Boock, Wong, and DeFreitas to pay $6.1 Kim, Jui Kian Lim, Yun Pun Wong, The DealFlow Report © 2012 DealFlow Media 10 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

ALTERNATIVE PUBLIC OFFERINGS

Dr. You-Su Lin, and Dr. Yong Cao on The company retained Morgan Hygienics Aug. 1 and took control of the board of the China Hydroelectric. Stanley that same day to serve as a Winecom on Aug. 15, according to fil- Chief Executive Officer John Kuhns, financial adviser. ings with the Securities and Exchange Richard Hochman, Anthony Dixon, and Beijing-based China Hydroelectric Commission. Harmon owns almost a Stephen Outerbridge were removed as went a step further by filing a complaint 71% stake in Winecom. board members. The agreement also calls in U.S. District Court in Manhattan The company plans to change its name for Dr. Yong Cao to resign as a board against the group alleging it failed to to Green Innovations Ltd. and to change member, but according to the company, file disclosures required under federal its ticker symbol to GNIN. he is not a party to the settlement and it is securities laws and had “been secretly Shares of Winecom haven’t yet traded. unclear whether he will step down. planning to take control of the Compa- Harmon projects that the company Kuhns and Executive Vice President ny for an extended but unknown peri- will require $330,000 in capital to oper- Mary Fellows resigned, although the pair od of time.” The complaint also asked ate in its first year. From its inception, will serve as senior advisers until Dec. 15. the court to prevent the investor group Aug. 1 of this year, the company has A new CEO will be appointed by the new “from voting or soliciting proxies” until posted no revenues or losses. It had just board, according to China Hydroelectric. it complied with securities law. $50 in cash as of Aug. 1. The company agreed to pay the share- A preliminary injunction hearing was Harmon has an extensive background holder group’s out-of-pocket fees and scheduled for Oct. 4, but on Sept. 21, the as a chief financial officer. He’s current- expenses in connection with the proxy company elected to dismiss its complaint ly the CFO of Omni Ventures (OMVE), contest and litigation. in the hopes of negotiating a settlement Rhamnolipid Inc., and eLayaway Inc. “We are pleased that this matter has been with the investor group. (ELAY). Harmon is also the interim resolved and look forward to working pro- CFO for WinWheel Bullion. He’s Bamboo Product Importer ductively to address the issues facing the previously been the interim CFO of company,” Gupta said in a statement on Completes Reverse Merger Accelerated Building Concepts Corp. behalf of the new members of the board. Green Hygienics, an importer of bam- (ABCC), Organa Technologies Group The shareholder group sent a letter on boo pulp products from China, completed (OGNT) and Alternative Construction Aug. 21 to the board calling for an extraor- a reverse merger with the shell company Technologies (ACCY). dinary shareholder meeting in order to Winecom (WNCMD). Accelerated Building, WinWheel, remove some of its members. The letter Green Hygienics has a five-year and eLayaway all went public in called for all board members not located agreement with Shanghai-based Ameri- reverse mergers. in China to be replaced by directors desig- can Hygienics that will allow Cape Harmon also owns and operates Cape nated by the investor group. Coral, Fla.-based Green Hygienics to Coral-based consulting firm Lakeport On the same day, James Tie Li resigned import and distribute biodegradable Business Services. as president, though the company stated products including diapers, plates and Sunrise Solar’s Former CEO, that his departure had nothing to do with cups made from bamboo pulp. Wife to Pay More Than $200K the shareholders’ letter. The contract calls for Green Hygien- China Hydroelectric asked sharehold- ics to generate $150,000 in sales in absor- in Settlement With SEC ers in a Sept. 6 letter to ignore the investor bent pad products in the first year of the Former Sunrise Solar (SSLR) chief group’s call to change out the board. The agreement with an increase of 25% in executive Eddie Austin and his wife company said it was concerned that the each subsequent year. Additionally, the Carolyn agreed to pay $237,453 in fines group was attempting to take control at a company must sell a total of $100,000 and disgorgement of profits and will be time when the share price was low, pos- worth of plates, cups, stationary, and banned from managing publicly traded sibly allowing it to seize control without dryer sheets, with a 25% sales increase companies or participating in penny stock paying a premium or voicing a plan for each year. Finally, the agreement calls for offerings in the future, under a settlement the company moving forward. a total of $150,000 in sales of miscellane- of stock manipulation charges. The investment group sent its own ous branded products along with a 25% The Austins didn’t admit or deny letter to shareholders stating that it was increase in each successive year. Other- wrongdoing under the settlement, the seeking change based on the plunge wise, the agreement will not be extended Securities and Exchange Commission said in share value from $14.80 in Janu- for an additional five years. in a statement. They couldn’t be reached ary 2010 to $1.10 on Aug. 31, and the Green Hygienics Chief Executive for comment by The DealFlow Report. board’s unwillingness to make changes Officer Bruce Harmon signed the Under the settlement, the Austins to benefit shareholders. five-year agreement with American accepted bans from acting as officers or The DealFlow Report © 2012 DealFlow Media 11 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

ALTERNATIVE PUBLIC OFFERINGS

directors of public companies or partici- plant. No funds were in escrow and never reported to the SEC, the commis- pating in penny stock offerings and agreed there was no agreement regarding a sion claims. He became chairman and to pay a $40,000 civil penalty. Carolyn biodiesel plant, the SEC says. Sun- CEO in May 2008, changed the com- Austin agreed to disgorge $174,471 plus rise trading volume doubled after the pany’s name, and announced that it was $22,982 in interest. announcement and the stock rose from entering the solar power business. The SEC claims that Eddie Austin, a 80 cents the day before the announce- The SEC suspended trading in Sunrise 61-year-old Houston resident, issued 49 ment to trade at a high of $1.43. in June 2009. Its corporate charter was misleading press releases over a 10-month Other allegedly false announcements revoked by the state of Nevada in 2010. period starting in July 2008. The releases claimed that the company had closed Earlier in his career, Austin was a falsely portrayed San Antonio-based Sun- deals to provide solar power to hospitals registered representative for Thomas rise was as thriving company with several in Canada and Mexico. McKinnon Securities and A.G. Edwards international businesses that would bring Sunrise also filed two annual & Son. In 1986, the New York Stock in $160 million in revenue, the commis- reports that didn’t disclose that Austin Exchange barred Austin from associat- sion said in a statement. had filed for bankruptcy. ing with any member organization for The press releases included an alleg- Carolyn Austin, 56, had received five years, after he allegedly placed edly false announcement in January 300,000 Sunrise shares in transactions that transactions in client accounts without 2009 that Sunrise would supply power the SEC claims should have been regis- their knowledge and bounced checks for to four hospitals in Brazil. Sunrise tered with the commission. She made a his own stock transactions. shares more than doubled in the days $174,471 profit on sales of the stock. Austin was also previously an attorney. after the announcement. Eddie Austin bought a controlling In May 2011, he resigned his Louisiana The same month, Sunrise announced stake in Sunrise, which was then known bar license after allegedly converting cli- it had placed funds in escrow for a pro- as Systems Management Solutions, ent funds for his own use. ject to supply power to a U.S. biodiesel in January 2008. The transaction was

October 15, 2012 The Hyatt at Fisherman’s Wharf San Francisco, CA

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SMALL CAP MARKETSPIPES

China continued from front page The agreement is the result of nego- investment management firm, has done as to what happens if we are not able to tiations that took place during the last 18 extensive research of, due diligence work achieve an agreement on regulatory coop- months between the PCAOB, the Securi- on and invested in U.S.-registered Chi- eration with the Chinese,” said Ferguson, ties and Exchange Commission, the Chi- nese companies. “This really isn’t going in his speech. “Any firm that registers nese Ministry of Finance and the China to make any difference to investors,” with the PCAOB is legally obligated to Securities Regulatory Commission, which David said. “This does nothing for the cooperate with us and provide documents included talks in Beijing and Washington. microcap sector where fraud in China has and potentially testimony if requested in The PCAOB has been pursuing on- been pervasive.” connection with an inspection or investi- the-ground inspections of registered More than 100 Chinese companies have gation. A refusal to cooperate, either in an auditing firms since 2007. China has found themselves immersed in controver- inspection or an investigation, could sub- resisted the efforts based on claims sies regarding accounting scandals, finan- ject the firm to PCAOB sanctions even if that such inspections would violate the cial disclosures or auditor resignations, motivated by compliance with local laws country’s sovereignty. Chinese officials according to the PCAOB. The crisis in that restrict such cooperation.” have also maintained that audit inspec- Chinese accounting has contributed might- PCAOB Chairman James Doty tions could reveal state secrets, which ily to a plunge in financing of Chinese made it clear that while the regulator is would violate Chinese law. deals, the vaporization of stock values and pleased a tentative agreement has been The tentative pact, according to the an increase in actions by the SEC against reached, it isn’t what the PCAOB wants. PCAOB, would allow its inspectors to Chinese companies and executives. “Observation is like motion pictures,” observe inspections by Chinese officials, As the SEC has turned up the heat on he told Reuters. “We are in a theatre, we although PCAOB personnel would not Chinese companies, filing fraud com- are watching. It either creates a crisp, actively participate in the inspections. plaints against Puda Coal (PUDA) credible timeline for joint inspections or U.S. regulators are hopeful that the agree- executives and over the Sinotech Energy leaves us in a position of ambiguity and ment is the first step toward full inspec- (CTESY) initial public offering, Chinese remoteness. We are now in a period of tions in China, however. regulators have circled the wagons. 12 calendar months at the most, which I “As a first step toward further coopera- When the SEC attempted to obtain think is crunch time.” tion, we are working toward and have tenta- work papers from Deloitte Touche Toh- Doty also said it was unlikely his tively agreed on observational visits where matsu on Longtop Financial Technolo- agency would pursue litigation should a PCAOB inspectors would observe the Chi- gies (LFT) related to the commission’s joint inspection agreement fail. Rather, the nese authorities conducting their own audit investigation of the financial software PCAOB would simply consider deregis- oversight activities and the Chinese could company, Chinese officials went as far as tering China-based audit firms. observe the PCAOB at work,” PCAOB calling a meeting with Deloitte, Pricewa- Such an outcome would likely result member Lewis Ferguson said in a speech in terhouseCoopers, Ernst & Young and in Nasdaq and the New York Stock Irvine, Calif., on Sept. 21. “This would not KPMG in China to remind the auditors Exchange delisting companies without be a substitute for a PCAOB inspection but that they would be violating Chinese law proper audit firms, or the SEC stepping in would be a trust building exercise between if they shared audit records with anyone and deregistering stock. regulators. Initially, such observations outside the country. would focus on quality control examinations Lawyers for Deloitte have claimed in Investment Already Down of the audit firm being examined rather than U.S. court that the auditor wants to coop- From 2005 to 2010, investment in a substantive review of a specific audit. We erate, but that it would be subject to prison U.S.-registered, China-based companies hope such exercises will build trust and lead sentences under Chinese law. was strong, with 340 private placement to further cooperation.” The SEC asked the U.S. District financings worth $5.7 billion, accord- Court for a six-month stay of its action ing to PrivateRaise. In 2011, investment PCAOB Deal a ‘Shame’ against Deloitte earlier this year in light began decreasing, with just 34 place- Dan David, a principal at GeoInvest- of the negotiations about on-the-ground ments worth $865 million. So far in ing, is less enthusiastic about the observa- inspections in China. 2012, there have been only seven place- tion pact. “So we get a seat in the room, ments worth $32.7 million. while they get a seat at our kitchen table Real Inspections to Come? Not everyone feels the PCAOB-Chi- and access to our capital markets and It is still unknown if the U.S. and na accord will have little impact. “What investors?” he said. “This is a shame that China will be able to reach a definitive I hear from investors is deep skepti- this was the best (the PCAOB) could get.” agreement about inspections, however. cism about the numbers. You just can’t GeoInvesting, a Skippack, Pa.-based “Despite our hopes, the question arises be sure,” said Tom Shoesmith, a partner The DealFlow Report © 2012 DealFlow Media 13 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

SMALL CAP MARKETSPIPES

in the law firm of Pillsbury Winthrop valuations, Drew Bernstein, co-manag- Management, said he thought the prob- Shaw Pittman’s Palo Alto, Calif., and ing partner of the audit firm Marcum able impact on investors would depend Singapore offices. Shoesmith, who heads Bernstein Pinchuk, points out that on the final agreement. “The devil up the firm’s China practice added, “This opportunistic investors may not take the would be in the details. How much lev- is a positive first step. Anything that tight- PCAOB-China agreement into account. erage will the PCAOB have? I think it ens up accounting of China companies is “Sophisticated investors like fragile con- depends on what the Chinese allow the going to be viewed as an improvement by ditions,” he said. “There are lots of Chi- PCAOB to do.” investors. There is no doubt a ways to go, nese companies that are real businesses, Pope has been an active investor in but this should provide a little more con- and this presents an enormous opportunity China since 2005, participating in 24 fidence for investors.” to gain a foothold in China.” PIPEs worth $130.7 million, including a CCG Investor Relations has a signifi- Marcum Bernstein, with four China $25 million investment in China-Biotics cant footprint in China with offices in Bei- offices and one in Hong Kong, has long Inc. (CHBT), $17 million in Jiangbo jing, Shanghai, and Hong Kong. President been bullish on China. Even so, Bernstein Pharmaceuticals (JGBO) and $10.7 mil- Crocker Coulson said he believes the agree- views the agreement as marginal in terms lion in China Sky One Medical (CSKI). ment will make a difference eventually. “It of investor impact. “It isn’t going to have “Whatever the final thing turns out to could lead over time to a more constructive much of an influence on how investors be, it has to be something more than a pla- atmosphere for investment. I was in China look at China right now,” he said. “It’s cebo,” Wells said. “It needs to be some- two weeks ago and I think in the short term, going to take a lot more. Confidence is thing that provides real accountability.” not much is going to be different.” still a problem.” With most U.S.-registered China Bill Wells, the portfolio manager Associate Editor Bill Meagher may be companies experiencing a downturn in for Memphis, Tenn.-based Pope Asset reached at [email protected].

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Thrid Quarter continued from front page Lazard arranged seven PIPEs worth active industry, with 33 PIPEs worth PIPE DEALS AND DOLLARS $344.9 million in the third quarter. $4.25 billion. Financial companies issued $14 In last year’s third quarter, the PIPE 27 worth $855.5 million. market was depressed by lingering con- To be sure, registered offerings and $12 347 cerns about the debt ceiling showdown confidentially marketed public offer- 318 $10 between congressional Republicans and ings are a growing part of the private 301 272 257 246 President Obama, the loss of the U.S.’s placement market. That’s because $8 AAA credit rating and the European sov- they’re relatively easy to execute as 221 227 ereign debt crisis. they offer investors more liquidity, $6 210 Those worries seemed far in the past investment bankers say. $4 in this year’s third quarter, Gormley said. “We don’t see a lot of traditional PIPEs $2 ‘Haves and Have-Nots’ anymore,” said Carter Mack, president of JMP Group in San Francisco. “Regis- Nevertheless, the current small $0 tered directs and CMPOs are where things Q3 Q4Q1Q2 Q3 Q4 Q1 Q2 Q3 cap and microcap financing market 20102011 2012 have been going.” remains “a case of the haves and the Deals Amount ($B) Seventy-nine of the third quarter’s Source: PrivateRaise have-nots,” he said. PIPEs were registered direct offerings, “For less liquid, more challenged com- REGISTERED DIRECT OFFERINGS raising a total of $4.92 billion. That companies and stories, it’s still tough,” he said. $8 pares with 64 worth $3.25 billion in the “For more liquid, later-stage companies, year-earlier quarter. $7 they’re not having any trouble raising 104 Seventeen of the third quarter’s reg- $6 94 95 capital at all.” 89 istered direct offerings were CMPOs, 96 The third quarter of this year saw a $5 raising a total of $785.6 million. That $3.7 billion private placement of stock 79 compares with 10 CMPOs worth $280 $4 by U.S.-listed, Dutch semiconductor million a year earlier. $3 64 producer ASML Holding (ASML), Companies with enough liquidity to 57 $2 and 17 other PIPEs that raised more issue registered shares are relatively easy than $100 million each. Those deals to raise financing for. $1 inflated the dollar-volume generated For other companies, the financing $0 in the third quarter. Q4Q1Q2 Q3 Q4 Q1 Q2 Q3 market is still difficult. 20102011 2012 The market also was distorted by a They issued 167 unregistered PIPEs in Deals Amount ($B) number of large at-the-market offer- the quarter, raising a total of $6.3 billion, Source: PrivateRaise ings including a $750 million ATM by compared with 163 unregistered PIPEs UNREGISTERED PIPEs real estate investment trust Avalonbay that raised $7.73 billion a year earlier. $12 Communities (AVB), a $500 million Unregistered PIPEs “have longer sales ATM by oil and gas pipeline compa- 251 cycles and investors require bigger dis- $10 ny Plains All American Pipeline LP counts and more warrant coverage,” Mack 224 (PAA) and a $500 million ATM by the said. “The market has definitely gravitated $8 177 REIT, The Macerich Co. (MAC). away from that. If a company can put up 197 168 167 Shares registered for ATM transactions $6 180 a shelf it almost always will rather than 163 may not be issued for years, if ever. doing a traditional PIPE.” 153 The third quarter saw a total of 30 $4 ATMs worth $3.61 billion, compared with ‘Absolutely Terrible’ $2 29 worth $2.65 billion a year ago. “I’m surprised the numbers showed As usual, health care companies were improvement because it’s absolutely $0 Q3 Q4Q1Q2 Q3 Q4 Q1 Q2 Q3 the most active PIPE issuers with 71 pri- terrible out there,” said Mark Ele- 20102011 2012 vate placements worth a total of $1.58 nowitz, the chief executive officer Deals Amount ($B) billion. Technology was the second most of TriPoint Global Equities in New Source: PrivateRaise The DealFlow Report © 2012 DealFlow Media 15 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

SMALL CAP MARKETSPIPES

York. “It’s liquidity concerns in the IPOs Q3 PIPEs by Industry general market. There aren’t as many The 25 IPOs in the third quarter Industry Deals $Volume funds out there and the ones that are included a $500 million offering by Spirit there are focused on liquidity.” Health care 71 $1.58B Realty Capital (SRC), a $299.5 million Technology 33 $4.25B The market’s problems are mainly deal by Palo Alto Networks (PANW) and Financial institutions 27 $844.5M “psychological,” he said. “Funds have a Summit Midstream Partners’ (SMLP) Energy 25 $1.17B Basic Materials 23 $311.1M lot of money. If everybody starts think- $250 million transaction. ing things are okay, they will be. We just Industrial 23 $158.4M The number and volume of IPOs Real Estate 18 $2.61B need a catalyst.” continues to be held back by the poor Consumer/Retail 13 $223.1M Too many entrepreneurial managers of performance of the Facebook (FB) Media 10 $26.6M small cap and microcap companies think IPO, which raised $16 billion in May. Telecommunications 3 $35.4M their companies are worth more than the The Internet social network’s market market is willing to pay, Elenowitz said. value has been cut in half since its Top Q3 PIPE Placement Agents As a result, they won’t accept dilution initial share sale as investors digested Placement Agents Deals $Volume and put off capital raising through PIPEs disappointing information on the tra- Cowen and Co. 7 $412.25M as long as they can. jectory of its revenue growth. Lazard 7 $344.9M Canaccord Financial 7 $246.9M The depressed small cap financing “We’re seeing a nice uptick in activ- market has, however, created an opportu- Jefferies & Co. 6 $356M ity,” said JMP’s Mack. “We saw a slowing Leerink Swann 6 $331.1M nity for some firms to take advantage of and almost a shutdown of the market after Roth Capital Partners 6 $68.8M dislocation. Facebook. That took the wind out of the Oppenheimer & Co. 4 $266.9M Rodman & Renshaw, which had been sails, even though the underlying growth JMP Group 4 $212.95M the most active private placement agent, Piper Jaffray & Co. 4 $166.9M trends were positive.” Aegis Capital 4 $36.1M gave up its broker-dealer license last Technology IPOs “have held up very month as it ran short of capital. well,” Mack said, citing a $105.8 million which was signed into law by President That could create opportunity for the deal JMP helped underwrite for Internet Obama in April, was meant to make it remaining investment banks. marketer Eloqua Inc. (ELOQ) in August. easier for companies to go public by TriPoint recently brought in two JMP also helped underwrite a $104.5 easing disclosure requirements. new senior bankers, Ariel Imas and million deal for cloud security company Braden Ferrari, from du Pasquier & Qualys Inc. (QLYS) in late September. Reverse Mergers Co., and also opened a new Midtown Eloqua is up 79% since its Aug. 1 IPO The market for companies to go pub- Manhattan office. and Qualys is up 14% since Sept. 27. lic through reverse mergers with pub- Dawson James Securities hired a team “We’re cautiously optimistic that licly traded shell companies continued of bankers that had worked for Rodman, for good companies that can execute to decline in the third quarter. Only 16 led by Michael Vasinkevich, Rodman’s and show growth, we’ll be seeing such deals were completed, a decline of co-founder and former vice chairman. real demand,” Mack said. “The elec- 52% from the year-earlier quarter, mak- John Borer, Rodman’s former head tion and the fiscal cliff are out there ing it the least productive quarter for the of investment banking, took his own as pretty big concerns, but people are reverse merger market since 2003. team of bankers to The Benchmark proceeding anyway.” There were only three reverse merger Cos. last month. Only 39 companies filed IPOs in the transactions that included private place- With Rodman out of the market, the U.S. in the third quarter, compared with ment financing, raising a total of $2.1 mil- most active placement agents in the 73 in the same period, a year earlier. lion. That compares to 10 such deals that third quarter were Cowen and Co., The lower number was in part a result raised $33.6 million a year earlier. Lazard and Canaccord Genuity arrang- of the Jumpstart Our Business Startups The air has come out of the reverse ing seven PIPEs each. Cowen raised a Act, which allowed private filings by merger market as it’s come under pressure total of $412.3 million, Lazard raised emerging growth companies and as a from regulators. $344.9 million, and Canaccord raised result reduced the number of public fil- Last year, the Nasdaq and New York $246.9 million. ings, at least for the short term. The act, Stock Exchange introduced “seasoning”

SMALL CAP MARKETSPIPES

requirements making it more difficult for “Somebody told me we were the only completed in the third quarter. JWC reverse merged companies to list on the ones to close a reverse merger in Septem- Acquisition Corp.’s $500 million acqui- exchanges. Then the SEC issued an inves- ber. Is that possible?” sition of The Tile Shop (TTS) closed in tor bulletin warning of the risks of reverse August. It’s now trading on the Nasdaq SPACs mergers. In May of this year, the commis- and has risen around 8% to the $14 level sion suspended trading in the stocks of The market for special purpose since the deal closed. 379 dormant shell companies. acquisition companies, or SPACs, con- The recent deal activity, including tinued its modest comeback after almost Accounting scandals and widespread two other acquisitions that closed in drying up completely. allegations of fraud by Chinese compa- early October, should help IPO issu- Five SPACs announced acquisitions in nies that went public in the U.S. through ance pick back up, Goldstein said. RLJ the third quarter. That compares to four in Acquisition Corp.’s (RLJA) $159 mil- reverse mergers have also put the mar- the second quarter and none in the third lion deal with music and film distribu- ket out of favor. quarter of 2011. tors Image Entertainment and Acorn There was only one reverse merger “It’s been a mixed bag, but there has Media Group was completed on Oct. 3. involving a Chinese company in the been some positive things going on lately” Just one SPAC has filed for registra- recent quarter. That compares to six said Phillip Goldstein, a frequent SPAC tion, Collabrium Japan Acquisition such deals a year earlier and 18 in the investor with his firm Bulldog Investors. Corp., which hopes to raise $40 million. third quarter of 2010. SPACs are shell companies that raise Two SPACs went public in the third “We are still busy, but there are a lot money through IPOs and use the pro- quarter, raising $121 million, compared less players in the space, post-China,” ceeds to acquire operating companies. If with two SPACs in the year-earlier period, said Adam Gottbetter, managing partner they fail to complete a deal in a specified which raised $118 million. of Gottbetter & Partners in New York. amount of time, they’re generally required There are currently 16 SPACs with to return capital to a total of $1.09 billion that are actively shareholders. looking for deals. SPACs fell out of the favor in the Outlook depths of the eco- “We expect the fourth quarter to be nomic downturn. stronger than last year when it was largely Two SPACs dormant,” Lazard’s Gormley said of the elected to liquidate small cap financing market. Event Book & Audio Kit in the third quar- He and other market watchers said ter. Hicks Acqui- the appetite for small cap and microcap If you couldn’t attend sition Co. II, led stocks is likely to depend on macroeco- The Alternative Finance by private equity nomic issues such as the so-called fis- investor Thomas Conference in Toronto, cal cliff caused by the expiration of the Hicks, called off Canada, you can still Bush tax cuts and debt reduction efforts, a $675 million and political issues such as the results of get the complete set of merger with paper audio recordings on CD, the presidential election. maker Appleton “The election and the resolution of the along with the Event Papers, citing poor fiscal cliff will create volatility,” but still Book & Resource market conditions. the fourth quarter and 2013 should be bet- Guide. The SPAC Flat- ter than this year, barring some unforeseen world Acquisition disaster, Gormley said. Only $395 Corp. called off Includes FREE Shipping plans to buy mort- With reporting by Bill Meagher and gage REIT Orchid Josh Sisco. To purchase, visit dealflowmedia.com Island Capital. or call 516-876-8006. One SPAC Senior Editor Dan Lonkevich may be merger was reached at [email protected]. The DealFlow Report © 2012 DealFlow Media 17 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

SMALL CAP EQUITY FINANCE ACTIVITY

PIPE TRANSACTION ACTIVITY FOR THE PERIOD SEPTEMBER 24 THROUGH OCTOBER 5, 2012

Status* C/A Date** Issuer Ticker Exchange Amount Security Type DA 10/5/12 Vringo, Inc. VRNG NYSE MKT $45,000,741 Common Stock C 10/4/12 EnteroMedics Inc. ETRM NASDAQ-CM $45,000,000 Equity Line C 10/4/12 Houston American Energy Corp. HUSA NYSE MKT $10,000,000 Common Stock DA 10/3/12 Antares Pharma, Inc. ATRS NASDAQ-CM $50,000,000 Common Stock C 10/3/12 Augme Technologies, Inc. AUGT OTC BB $6,800,000 Common Stock C 10/3/12 China Cord Blood Corporation CO NYSE $50,000,000 Debt: Conv C 10/3/12 EMCORE Corporation EMKR NASDAQ-GM $10,004,959 Common Stock C 10/3/12 ISC8 Inc. ISCI OTC BB $1,500,000 Debt: Conv DA 10/3/12 Research Frontiers Incorporated REFR NASDAQ-CM $5,612,500 Common Stock DA 10/3/12 Rigel Pharmaceuticals, Inc. RIGL NASDAQ-GS $130,007,500 Common Stock C 10/3/12 Unilife Corporation UNIS NASDAQ-GM $45,000,000 At-the-Market Offering C 10/2/12 Alimera Sciences Inc. ALIM NASDAQ-GM $40,000,000 Pref: Conv C 10/2/12 DDR Corp. DDR NYSE $200,000,000 At-the-Market Offering C 10/2/12 Kallo Inc. KALO OTC BB $2,000,000 Equity Line C 10/2/12 Neptune Technologies & Bioressources NEPT NASDAQ-CM $34,061,824 Common Stock C 10/2/12 Tengion, Inc. TNGN OTC $13,998,402 Debt: Conv C 10/2/12 TherapeuticsMD, Inc. TXMD OTC BB $8,500,001 Common Stock C 10/1/12 Canarc Resource Corp. CRCUF OTC BB $1,155,990 Common Stock C 10/1/12 Document Security Systems, Inc. DSS NYSE MKT $2,751,048 Common Stock C 10/1/12 Genesee & Wyoming Inc. GWR NYSE $350,000,000 Pref: Conv DA 10/1/12 Mercator Minerals Ltd. MLKKF OTC $25,850,500 Common Stock C 10/1/12 Meta Financial Group, Inc. CASH NASDAQ-GM $34,247,521 Common Stock C 10/1/12 Novavax, Inc. NVAX NASDAQ-GM $50,000,000 At-the-Market Offering C 10/1/12 Prana Biotechnology Limited PRAN NASDAQ-CM $6,295,250 Common Stock C 10/1/12 RAIT Financial Trust RAS NYSE $100,000,000 Equity Line C 9/30/12 Applied Minerals, Inc. AMNL OTC $1,625,000 Common Stock C 9/28/12 Aspen Group, Inc. ASPU OTC BB $2,757,000 Common Stock C 9/28/12 Authentidate Holding Corp. ADAT NASDAQ-CM $3,300,000 Pref: non-Conv C 9/28/12 Axion International Holdings, Inc. AXIH OTC BB $1,500,000 Debt: Conv DA 9/28/12 CombiMatrix Corporation CBMX NASDAQ-CM $2,500,000 Pref: Conv C 9/28/12 Good Times Restaurants Inc. GTIM NASDAQ-CM $1,500,003 Pref: Conv DA 9/28/12 Insmed Incorporated INSM NASDAQ-CM $25,700,000 Common Stock A 9/28/12 Insmed Incorporated INSM NASDAQ-CM $2,000,000 Common Stock C 9/28/12 LeoNovus Inc. LVNSF OTC $1,054,766 Common Stock C 9/28/12 Pebblebrook Hotel Trust PEB NYSE $170,000,000 At-the-Market Offering C 9/28/12 Precision Optics Corporation PEYE OTC $2,500,000 Common Stock C 9/28/12 Single Touch Systems, Inc. SITO OTC BB $2,312,000 Debt: Conv C 9/28/12 Sionix Corporation SINX OTC $1,025,000 Debt: Conv DA 9/27/12 Capital Trust, Inc. CT NYSE $10,000,000 Common Stock C 9/27/12 Jacksonville Bancorp, Inc. JAXB NASDAQ-GM $5,000,000 Pref: Conv C 9/26/12 Pacific Ethanol, Inc. PEIX NASDAQ-CM $11,000,000 Common Stock C 9/26/12 Richmont Mines, Inc. RIC NYSE MKT $26,616,051 Common Stock C 9/25/12 Ascent Solar Technologies, Inc. ASTI NASDAQ-GM $11,000,040 Common Stock C 9/25/12 Horizon Pharma, Inc. HZNP NASDAQ-GM $86,235,625 Common Stock C 9/25/12 Lighting Science Group Corporation LSCG OTC $24,500,000 Pref: Conv X 9/25/12 Lighting Science Group Corporation LSCG OTC BB $21,131,000 Pref: Conv C 9/25/12 NeuLion Inc. NEUL OTC $4,670,448 Common Stock C 9/25/12 Nexxus Lighting, Inc. NEXS NASDAQ-CM $6,000,000 Pref: Conv DA 9/25/12 NuPathe Inc. PATH NASDAQ-GM $28,000,000 Pref: Conv C 9/25/12 Spectrum Group International, Inc. SPGZ OTC $2,709,999 Common Stock C 9/24/12 Miller Energy Resources, Inc. MILL NYSE $2,575,000 Pref: non-Conv C 9/24/12 Prime Global Capital Group, Inc. PGCG OTC BB $6,364,800 Common Stock C 9/24/12 S&W Seed Company SANW NASDAQ-CM $3,510,000 Common Stock * Status: C = Closed, DA = Definitive Agreement, A = Announced, I = Intended, P = Postponed, X = Cancelled. ** C/A Date: Best available of (i) Closing Date, (ii) Definitive Agreement Date or (iii) Announced Date. *** Excludes all PIPEs executed by foreign-based Issuers that trade on the Over-The-Counter market (Pink Sheets). All data is based on proprietary information from PrivateRaise, a service of DealFlow Media. Data includes PIPEs that are at least US$1.0 million and have been executed by public corporations domiciled in the U.S. or by public, foreign companies that have a primary listing or a significant or consistent trading presence on a U.S. stock exchange or market. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) and has been obtained from sources deemed reliable, including certain third party sources. However, DealFlow Media cannot guarantee the accuracy and completeness of this information. League tables exclude equity lines, at-the-market offerings, corporate investors, and PIPEs executed by foreign-based issuers that trade on the Over-The-Counter market (Pink Sheets). The DealFlow Report © 2012 DealFlow Media 18 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

SMALL CAP EQUITY FINANCE ACTIVITY

PIPE TRANSACTION ACTIVITY FOR 2012 YEAR TO DATE PIPEs Issuance by Security Type PIPEs by Issuer Market Capitalization Security Type # Total $ Avg. $ Issuer Market Cap # Total $ Avg. $ Common Stock 410 $14,851,046,497 $36,310,627 Less than $50 m 358 $2,167,526,093 $6,122,955 Pref: Conv 71 $2,684,203,839 $37,805,688 $50 m - $99 m 145 $1,766,626,653 $12,268,241 Pref: non-Conv 6 $61,875,000 $12,375,000 $100 m - $249 m 110 $3,456,348,004 $31,421,345 Debt: Conv 101 $1,717,307,215 $17,003,042 $250 m - $499 m 73 $3,709,345,444 $51,518,687 Debt: non-Conv 30 $577,280,682 $19,242,689 $500 m - $999 m 28 $2,091,148,323 $90,919,492 Other: Conv 2 $1,400,000,020 $700,000,010 $1 b - $4.9 b 64 $9,976,532,818 $195,618,291 Prepaid Warrant 9 $1,027,212,534 $114,134,726 Greater than $5 b 17 $10,670,495,305 $711,366,354 Equity Line 70 $899,378,485 $12,848,264 Totals 795 $33,838,022,640 $44,002,630 At-the-Market Offering 101 $10,626,578,960 $138,007,519 Unknown 1 $6,000,000 $6,000,000 Totals 801 $33,850,883,232 $43,678,559 Total Placements (Issuer Market Capitalization & Security Type) Less $50 m - $100 m - $250 m - $500 m - $1 b - Greater Security Type $50 m $99 m $249 m $499 m $999 m $4.9 b $5 b Common Stock 162 95 66 41 15 21 5 Pref: Conv 43 12 6 5 1 4 - Pref: non-Conv 3 - 3 - - - - Debt: Conv 65 9 16 10 - 1 - Debt: non-Conv 14 13 2 - - 1 - Other: Conv - - - - - 2 - Prepaid Warrant 6 2 - - - 1 - Equity Line 59 4 5 1 - - - At-the-Market Offering 5 10 12 16 12 34 12 Unknown 1 ------

Total Dollars Raised/Secured (Issuer Market Capitalization & Security Type) Less $50 m - $100 m - $250 m - $500 m - $1 b - Greater Security Type $50 m $99 m $249 m $499 m $999 m $4.9 b $5 b Common Stock $876 $790 $2,035 $1,705 $1,096 $2,918 $5,420 Pref: Conv $346 $200 $231 $551 $140 $1,217 - Pref: non-Conv $9 - $53 - - - - Debt: Conv $177 $294 $462 $740 - $45 - Debt: non-Conv $52 $249 $101 - - $175 - Other: Conv - - - - - $1,400 - Prepaid Warrant $50 $5 - - - $972 - Equity Line $561 $56 $180 $100 - - - At-the-Market Offering $90 $173 $395 $614 $855 $3,250 $5,250 Unknown $6 ------PIPE Activity - by Price Type Fixed-Price Reset-Price Variable-Price Security Type # Total $m Avg. $m # Total $m Avg. $m # Total $m Avg. $m Common Stock 403 $14,742.65 $36.67 7 $108.40 $15.49 - - - Preferred Stock: Convertible 63 $2,624.68 $41.66 5 $51.90 $10.38 3 $7.62 $2.54 Debt: Convertible 88 $1,393.01 $15.83 7 $315.17 $45.02 6 $9.13 $1.52 Other: Convertible 2 $1,400.00 $700.00 ------Prepaid Warrant 9 $1,027.21 $114.13 ------Equity Line 1 $5.00 $5.00 - - - 66 $785.17 $11.90 At-the-Market Offering ------101 $10,626.58 $138.01 Totals 566 $21,192.56 $37.51 19 $475.47 $25.02 176 $11,428.49 $75.19

All data is based on proprietary information from PrivateRaise, a service of DealFlow Media. Data includes PIPEs that are at least US$1.0 million and have been executed by public corporations domiciled in the U.S. or by public, foreign companies that have a primary listing or a significant or consistent trading presence on a U.S. stock exchange or market. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) and has been obtained from sources deemed reliable, including certain third party sources. However, DealFlow Media cannot guarantee the accuracy and completeness of this information. League tables exclude equity lines, at-the-market offerings, corporate investors, and PIPEs executed by foreign-based issuers that trade on the Over-The-Counter market (Pink Sheets). The DealFlow Report © 2012 DealFlow Media 19 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

SMALL CAP EQUITY FINANCE ACTIVITY

PIPE LEAGUE TABLES FOR 2012 YEAR TO DATE Investment Managers RANKED BY TOTAL DOLLARS INVESTED RANKED BY # OF INVESTMENTS Rank Investment Manager Total $m Avg. $m # Rank Investment Manager Total $m Avg. $m # 1 Caisse de depot et placement du Quebec $972.29 $972.29 1 1 Heights Capital Management, Inc. $134.85 * $6.74 * 21 2 BDT Capital Partners, LLC $680.00 $340.00 2 1 Iroquois Capital L.P. $12.35 $0.59 21 3 Blackstone Group L.P. $602.50 $120.50 5 3 Downsview Capital, Inc. $9.32 $0.47 20 4 Riverstone Holdings LLC $400.00 $400.00 1 4 Hudson Bay Capital Management LP $115.67 * $6.43 * 19 5 Carlyle Group $374.17 $187.08 2 4 Kingsbrook Partners LP $13.86 $0.73 19 6 Temasek Holdings Ltd. $249.05 $124.52 2 6 Frost Group, LLC $17.83 $1.49 12 7 Oaktree Capital Management, LLC $248.25 $124.12 2 7 Fidelity Management & Research Co. $173.68 $15.79 11 8 RRJ Capital $234.05 $234.05 1 7 Empery Asset Management, LP $29.27 * $2.93 * 11 9 TPG Capital $200.00 $100.00 2 9 LH Financial Services Corp. $7.59 * $0.84 * 10 10 Fidelity Management & Research Co. $173.68 $15.79 11 10 Sabby Management LLC $15.05 $1.67 9 11 Kayne Anderson Rudnick Investment Mgt $173.00 $43.25 4 10 Gemini Strategies, LLC $2.30 * $0.33 * 9 12 Heights Capital Management, Inc. $134.85 * $6.74 * 21 12 Tisch Financial Management $121.47 $15.18 8 13 Jefferies Group, Inc. $125.00 $62.50 2 12 Deerfield Management Company, L.P. $40.10 * $5.73 * 8 14 Tisch Financial Management $121.47 $15.18 8 14 Brio Capital, LP $1.45 $0.21 7 15 NGP Energy Capital Management $120.00 $120.00 1 15 Tenor Capital Management & Company $27.25 $4.54 6 16 Hudson Bay Capital Management LP $115.67 * $6.43 * 19 16 Blackstone Group L.P. $602.50 $120.50 5 17 Baron Capital Group, Inc. $110.08 * $36.69 * 4 16 QVT Financial $79.14 $15.83 5 18 Legg Mason, Inc. $110.00 $36.67 3 16 Tang Capital Management, LLC $47.80 * $11.95 * 5 19 GETCO LLC $87.50 $43.75 2 16 Sentient Group $22.73 $4.55 5 20 Capital Research and Management Co. $81.00 $81.00 1 16 Ayer Capital Management, LP $12.80 * $3.20 * 5 21 T. Rowe Price Group, Inc. $80.61 $40.30 2 16 Litmus Capital Management LLC $6.77 * $1.69 * 5 22 QVT Financial $79.14 $15.83 5 16 Whalehaven Fund Ltd. $1.59 $0.32 5 23 Soros Fund Management LLC $75.00 $75.00 1 16 Midsummer Capital, LLC $1.35 $0.27 5 24 Magnetar Capital LLC $72.35 $24.12 3 16 Mickelson Investment Management, LLC $0.58 $0.12 5 25 Senator Investment Group LP $68.00 * $34.00 * 3 25 Kayne Anderson Rudnick Investment Mgt $173.00 $43.25 4 * EXCLUDES transactions where Investment Amount has not yet been disclosed * EXCLUDES transactions where Investment Amount has not yet been disclosed Placement Agents RANKED BY TOTAL DOLLARS RAISED RANKED BY # OF PLACEMENTS Rank Placement Agent Total $m Avg. $m # Rank Placement Agent Total $m Avg. $m # 1 Jefferies & Company Inc. $1,305.29 $62.16 21 1 Roth Capital Partners, LLC $683.43 $22.05 31 2 Cowen and Company, LLC $1,300.46 $54.19 24 2 Rodman & Renshaw, LLC $413.26 $14.76 28 3 Leerink Swann LLC $1,046.91 $61.58 17 3 Cowen and Company, LLC $1,300.46 $54.19 24 4 Barclays Capital Inc. $987.28 $197.46 5 4 Jefferies & Company Inc. $1,305.29 $62.16 21 5 Lazard $861.56 $50.68 17 4 JMP Group, Inc. $842.87 $40.14 21 6 Wells Fargo Securities, LLC $854.91 $122.13 7 6 Canaccord Financial Inc. $617.08 $30.85 20 7 JMP Group, Inc. $842.87 $40.14 21 7 Leerink Swann LLC $1,046.91 $61.58 17 8 Piper Jaffray & Co. $762.61 $54.47 14 7 Lazard $861.56 $50.68 17 9 Oppenheimer & Co. Inc. $696.12 $49.72 14 9 Piper Jaffray & Co. $762.61 $54.47 14 10 Roth Capital Partners, LLC $683.43 $22.05 31 9 Oppenheimer & Co. Inc. $696.12 $49.72 14 11 Canaccord Financial Inc. $617.08 $30.85 20 11 Aegis Capital Corp. $129.56 $9.97 13 12 Stifel Nicolaus Weisel $588.46 $49.04 12 12 Stifel Nicolaus Weisel $588.46 $49.04 12 13 J.P. Morgan Chase & Co. $562.96 $80.42 7 13 Ladenburg Thalmann & Co., Inc. $200.22 $20.02 10 14 RBC Capital Markets $551.58 $78.80 7 13 Maxim Group, LLC $167.39 $16.74 10 15 Citigroup Global Markets Inc. $532.04 $106.41 5 15 Sandler O’Neill & Partners, L. P. $379.03 $42.11 9 16 Goldman, Sachs & Co. $469.58 $234.79 2 15 Craig-Hallum Capital Group, LLC $148.97 $16.55 9 17 Wedbush Morgan Securities, Inc. $451.10 $56.39 8 15 Chardan Capital Markets, LLC $28.67 $3.19 9 18 BMO Financial Group $433.97 $86.79 5 18 Wedbush Morgan Securities, Inc. $451.10 $56.39 8 19 Rodman & Renshaw, LLC $413.26 $14.76 28 18 William Blair & Company $378.80 $47.35 8 20 Sandler O’Neill & Partners, L. P. $379.03 $42.11 9 20 Wells Fargo Securities, LLC $854.91 $122.13 7 21 William Blair & Company $378.80 $47.35 8 20 J.P. Morgan Chase & Co. $562.96 $80.42 7 22 RS Platou Markets AS $327.00 $163.50 2 20 RBC Capital Markets $551.58 $78.80 7 23 Pareto Group $313.14 $156.57 2 23 Summer Street Research Partners $222.50 $37.08 6 24 Morgan Stanley & Co., Incorporated $305.04 $101.68 3 23 Needham & Company, Inc. $183.73 $30.62 6 25 Arctic Securities ASA $300.00 $300.00 1 23 Dawson James Securities $28.22 $4.70 6

All data is based on proprietary information from PrivateRaise, a service of DealFlow Media. Data includes PIPEs that are at least US$1.0 million and have been executed by public corporations domiciled in the U.S. or by public, foreign companies that have a primary listing or a significant or consistent trading presence on a U.S. stock exchange or market. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) and has been obtained from sources deemed reliable, including certain third party sources. However, DealFlow Media cannot guarantee the accuracy and completeness of this information. League tables exclude equity lines, at-the-market offerings, corporate investors, and PIPEs executed by foreign-based issuers that trade on the Over-The-Counter market (Pink Sheets). The DealFlow Report © 2012 DealFlow Media 20 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

SMALL CAP EQUITY FINANCE ACTIVITY

PIPE LEAGUE TABLES FOR 2012 YEAR TO DATE Investor Legal Counsel RANKED BY TOTAL DOLLARS ADVISED RANKED BY # OF PLACEMENTS ADVISED Rank Investor Legal Counsel Total $m Avg. $m # Rank Investor Legal Counsel Total $m Avg. $m # 1 Latham & Watkins LLP $2,057.31 $293.90 7 1 Schulte Roth & Zabel LLP $2,031.90 $33.87 60 2 Schulte Roth & Zabel LLP $2,031.90 $33.87 60 2 Greenberg Traurig, LLP $859.70 $28.66 30 3 Andrews Kurth LLP $1,000.00 $1,000.00 1 3 Ellenoff Grossman and Schole LLP $36.76 $4.08 9 4 Stikeman Elliott LLP $972.29 $972.29 1 4 Latham & Watkins LLP $2,057.31 $293.90 7 5 Greenberg Traurig, LLP $859.70 $28.66 30 4 Vinson & Elkins L.L.P. $264.50 $37.79 7 6 Munger, Tolles & Olson LLP $680.00 $340.00 2 6 Ropes & Gray LLP $336.25 $56.04 6 7 Jones Day $565.40 $113.08 5 7 Jones Day $565.40 $113.08 5 8 Thompson & Knight L.L.P. $555.00 $185.00 3 7 Simpson, Thacher & Bartlett LLP $551.01 $110.20 5 9 Simpson, Thacher & Bartlett LLP $551.01 $110.20 5 7 Grushko & Mittman, P.C. $8.12 $1.62 5 10 Baker Botts, L.L.P. $497.39 $165.80 3 10 DLA Piper $168.00 $42.00 4 11 Foley & Lardner LLP $408.00 $136.00 3 10 Katten Muchin Rosenman LLP $58.00 $14.50 4 12 White & Case LLP $400.00 $200.00 2 12 Thompson & Knight L.L.P. $555.00 $185.00 3 13 Morrison & Foerster LLP $398.23 $199.11 2 12 Baker Botts, L.L.P. $497.39 $165.80 3 14 Ropes & Gray LLP $336.25 $56.04 6 12 Foley & Lardner LLP $408.00 $136.00 3 15 Vinson & Elkins L.L.P. $264.50 $37.79 7 12 Sidley Austin LLP $217.21 $72.40 3 16 Sidley Austin LLP $217.21 $72.40 3 12 Bingham McCutchen LLP $117.25 $39.08 3 17 Wilson Sonsini Goodrich & Rosati, PC $203.46 $101.73 2 12 Sullivan & Cromwell LLP $97.30 $32.43 3 18 DLA Piper $168.00 $42.00 4 12 Jeffer, Mangels, Butler & Marmaro, LLP $61.23 $20.41 3 19 Bingham McCutchen LLP $117.25 $39.08 3 12 SNR Denton US LLP $36.60 $12.20 3 20 Lakatos, Köves and Partners $100.00 $100.00 1 12 Pryor Cashman LLP $12.01 $4.00 3 21 Sullivan & Cromwell LLP $97.30 $32.43 3 21 Munger, Tolles & Olson LLP $680.00 $340.00 2 22 Willkie Farr & Gallagher LLP $85.36 $42.68 2 21 White & Case LLP $400.00 $200.00 2 23 Milbank, Tweed, Hadley & McCloy LLP $80.30 $80.30 1 21 Morrison & Foerster LLP $398.23 $199.11 2 24 Davies Ward Phillips & Vineberg LLP $72.12 $72.12 1 21 Wilson Sonsini Goodrich & Rosati, PC $203.46 $101.73 2 25 Kirkland & Ellis LLP $70.00 $35.00 2 21 Willkie Farr & Gallagher LLP $85.36 $42.68 2

Issuer Legal Counsel RANKED BY TOTAL DOLLARS ADVISED RANKED BY # OF PLACEMENTS ADVISED Rank Issuer Legal Counsel Total $m Avg. $m # Rank Issuer Legal Counsel Total $m Avg. $m # 1 Andrews Kurth LLP $2,027.94 $506.99 4 1 Cooley LLP $1,278.92 $53.29 24 2 Cooley LLP $1,278.92 $53.29 24 2 Sichenzia Ross Friedman Ference LLP $103.57 $5.18 20 3 Skadden, Arps, Slate, Meagher & Flom $1,152.64 $115.26 10 3 Mintz, Levin, Cohn, Ferris, et. al., P.C $325.07 $21.67 15 4 Fasken Martineau DuMoulin LLP $1,043.69 $260.92 4 4 Latham & Watkins LLP $463.72 $38.64 12 5 Gibson, Dunn & Crutcher LLP $1,007.93 $503.97 2 5 Skadden, Arps, Slate, Meagher & Flom $1,152.64 $115.26 10 6 Vinson & Elkins L.L.P. $974.69 $162.45 6 6 Wilson Sonsini Goodrich & Rosati $215.00 $23.89 9 7 Jones Day $622.48 $88.93 7 7 Dorsey & Whitney LLP $328.99 $41.12 8 8 McAfee & Taft A Professional Corp. $550.00 $275.00 2 7 Ropes & Gray LLP $312.89 $39.11 8 9 Wachtell, Lipton, Rosen & Katz $469.07 $117.27 4 7 Ellenoff Grossman and Schole LLP $31.10 $3.89 8 10 Latham & Watkins LLP $463.72 $38.64 12 10 Jones Day $622.48 $88.93 7 11 Fried, Frank, Harris, Shriver & Jacobson $463.09 $154.36 3 10 Hogan Lovells $395.30 $56.47 7 12 Gable & Gotwals, A Professional Corp. $459.84 $459.84 1 10 Goodwin Procter LLP $186.30 $26.61 7 13 Thompson & Knight L.L.P. $400.00 $400.00 1 10 Morgan, Lewis & Bockius LLP $111.34 $15.91 7 14 Hogan Lovells $395.30 $56.47 7 10 K&L Gates LLP $100.60 $14.37 7 15 Fenwick & West LLP $376.82 $75.36 5 10 Morrison & Foerster LLP $84.52 $12.07 7 16 Simpson, Thacher & Bartlett LLP $350.00 $350.00 1 10 Greenberg Traurig, LLP $83.24 $11.89 7 16 Steptoe & Johnson LLP $350.00 $350.00 1 10 Graubard Miller $49.31 $7.04 7 16 Thorp Reed & Armstrong, LLP $350.00 $350.00 1 10 Anslow & Jaclin, LLP $14.20 $2.03 7 19 Dorsey & Whitney LLP $328.99 $41.12 8 19 Vinson & Elkins L.L.P. $974.69 $162.45 6 20 Mintz, Levin, Cohn, Ferris, et. al., P.C $325.07 $21.67 15 19 WilmerHale $180.54 $30.09 6 21 Ropes & Gray LLP $312.89 $39.11 8 19 O’Melveny & Myers LLP $130.01 $21.67 6 22 Stradling Yocca Carlson & Rauth $261.31 $87.10 3 22 Fenwick & West LLP $376.82 $75.36 5 23 Wilson Sonsini Goodrich & Rosati, PC $215.00 $23.89 9 22 Woodburn and Wedge $111.91 $22.38 5 24 Norton Rose OR LLP $202.43 $67.48 3 22 Haynes and Boone, LLP $103.62 $20.72 5 25 Forman Perry Watkins Krutz & Tardy $200.00 $100.00 2 22 Pillsbury Winthrop Shaw Pittman LLP $73.87 $14.77 5

All data is based on proprietary information from PrivateRaise, a service of DealFlow Media. Data includes PIPEs that are at least US$1.0 million and have been executed by public corporations domiciled in the U.S. or by public, foreign companies that have a primary listing or a significant or consistent trading presence on a U.S. stock exchange or market. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) and has been obtained from sources deemed reliable, including certain third party sources. However, DealFlow Media cannot guarantee the accuracy and completeness of this information. League tables exclude equity lines, at-the-market offerings, corporate investors, and PIPEs executed by foreign-based issuers that trade on the Over-The-Counter market (Pink Sheets). The DealFlow Report © 2012 DealFlow Media 21 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

SMALL CAP EQUITY FINANCE ACTIVITY

PIPE LEAGUE TABLES FOR 2012 YEAR TO DATE Placement Agent Legal Counsel RANKED BY TOTAL DOLLARS ADVISED RANKED BY # OF PLACEMENTS ADVISED Rank Placement Agent Legal Counsel Total $m Avg. $m # Rank Placement Agent Legal Counsel Total $m Avg. $m # 1 Latham & Watkins LLP $1,036.89 $69.13 15 1 Goodwin Procter LLP $928.50 $30.95 30 2 Goodwin Procter LLP $928.50 $30.95 30 2 Ellenoff Grossman and Schole LLP $139.96 $4.83 29 3 Vinson & Elkins L.L.P. $450.00 $225.00 2 3 Latham & Watkins LLP $1,036.89 $69.13 15 4 Proskauer Rose LLP $306.68 $27.88 11 4 Proskauer Rose LLP $306.68 $27.88 11 5 Andrews Kurth LLP $250.00 $250.00 1 5 Lowenstein Sandler PC $71.84 $7.18 10 6 Willkie Farr & Gallagher LLP $205.04 $102.52 2 6 Sichenzia Ross Friedman Ference LLP $35.12 $5.85 6 7 Fasken Martineau DuMoulin LLP $175.00 $175.00 1 7 Mintz, Levin, Cohn, Ferris, et. al., P.C $117.45 $23.49 5 7 Paul, Weiss, Rifkind, Wharton & Garrison $175.00 $175.00 1 7 ZAG/S&W LLP $21.33 $4.27 5 9 Covington & Burling LLP $167.62 $55.87 3 9 Davis Polk & Wardwell $163.40 $40.85 4 10 Davis Polk & Wardwell $163.40 $40.85 4 9 Sullivan & Cromwell LLP $157.42 $39.36 4 11 Sullivan & Cromwell LLP $157.42 $39.36 4 11 Covington & Burling LLP $167.62 $55.87 3 12 Ellenoff Grossman and Schole LLP $139.96 $4.83 29 11 Ropes & Gray LLP $68.68 $22.89 3 13 Wilson Sonsini Goodrich & Rosati, PC $130.01 $130.01 1 11 Faegre Baker Daniels LLP $22.09 $7.36 3 14 Fried, Frank, Harris, Shriver & Jacobson $126.50 $126.50 1 14 Vinson & Elkins L.L.P. $450.00 $225.00 2 15 Mintz, Levin, Cohn, Ferris, et. al., P.C $117.45 $23.49 5 14 Willkie Farr & Gallagher LLP $205.04 $102.52 2 16 Dewey & LeBoeuf LLP $81.91 $40.95 2 14 Dewey & LeBoeuf LLP $81.91 $40.95 2 17 Cooley LLP $75.33 $37.66 2 14 Cooley LLP $75.33 $37.66 2 18 Lowenstein Sandler PC $71.84 $7.18 10 14 Reed Smith LLP $62.75 $31.38 2 19 Ropes & Gray LLP $68.68 $22.89 3 14 Jones Day $34.62 $17.31 2 20 Dechert LLP $65.55 $65.55 1 14 LeClairRyan, P.C. $34.50 $17.25 2 21 Reed Smith LLP $62.75 $31.38 2 14 Loeb & Loeb LLP $20.60 $10.30 2 22 Clifford Chance US LLP $44.64 $44.64 1 14 K&L Gates LLP $15.88 $7.94 2 23 Osler, Hoskin & Harcourt LLP $40.34 $40.34 1 14 Duane Morris LLP $11.30 $5.65 2 24 Sichenzia Ross Friedman Ference LLP $35.12 $5.85 6 14 Jones, Walker, Waechter, et. al. LLP $5.07 $2.53 2 25 Jones Day $34.62 $17.31 2 25 Andrews Kurth LLP $250.00 $250.00 1

All data is based on proprietary information from PrivateRaise, a service of DealFlow Media. Data includes PIPEs that are at least US$1.0 million and have been executed by public corporations domiciled in the U.S. or by public, foreign companies that have a primary listing or a significant or consistent trading presence on a U.S. stock exchange or market. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) and has been obtained from sources deemed reliable, including certain third party sources. However, DealFlow Media cannot guarantee the accuracy and completeness of this information. League tables exclude equity lines, at-the-market offerings, corporate investors, and PIPEs executed by foreign-based issuers that trade on the Over-The-Counter market (Pink Sheets). The DealFlow Report © 2012 DealFlow Media 22 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

SMALL CAP EQUITY FINANCE ACTIVITY

Registered Offerings Expected Next 2 Weeks Issuer Exp. Date Ticker Exp. Value ($m) Deal Type Range ($) Market Value (m) Bookrunner Ambarella Inc 10/9/12 AMBA $60.00 IPO 9.00 - 11.00 $259.09 MS; DB Amira Nature Foods Ltd 10/9/12 ANFI $126.00 IPO 13.00 - 15.00 $470.11 UBS; DB Garrison Capital Inc 10/10/12 GARS $80.00 IPO 15.00 - 17.00 $254.50 JPM; WLF; DB Intercept Pharmaceuticals Inc 10/10/12 ICPT $60.20 IPO 13.00 - 15.00 $210.47 BOAML Kythera Biopharmaceuticals Inc 10/10/12 KYTH $60.00 IPO 14.00 - 16.00 $254.48 JPM; GS Realogy Holding Corp 10/10/12 RLGY $1,000.00 IPO 23.00 - 27.00 $3,253.83 GS; JPM; BAR; CS ShutterStock Images LLC 10/10/12 SSTK $63.00 IPO 13.00 - 15.00 $459.74 MS; DB; JEFF Diamondback Energy Inc 10/11/12 FANG $225.00 IPO 17.00 - 19.00 $632.01 CS LinnCo LLC 10/11/12 LNCO $1,247.51 IPO 41.24 - 41.24 $1,247.51 BAR; CITI; RBC; WLF; BOAML; CS; RJA; UBS Workday Inc 10/11/12 WDAY $511.88 IPO 21.00 - 24.00 $3,606.53 MS; GS; ALLENL; JPM Totals: 10 Deals $3,433.59

SEC Registered IPOs Filed Since September 24, 2012 Exp. Shares Market Issuer Nation Industry Ticker Value ($m) Range ($) (m) Value (m) Bookrunner Lead/Co-Managers AutoGenomics Inc USA Healthcare AGMX $65.00 LEER STEP; MIZ; CANFITZ CVR Reﬁ ning LP USA Oil & Gas CVRR $300.00 CS; CITI BAR; UBS; JEFF Fairway Group Holdings USA Retail FWM $150.00 CS; BOAML; JEFF; WBLR KaloBios Pharmaceuticals USA Healthcare KBIO $60.00 LEER WBLR; NEEDHM Paratek Pharmaceuticals Inc USA Healthcare PRTK $92.00 UBS; LEER Singulex Inc USA Healthcare SGLX $86.25 UBS; PJ WBLR; LEER Totals: 6 Deals $753.25

SEC Registered IPOs Priced Since September 24, 2012 Offer Filing Relative Offer/ Offer/ Issuer Nation Industry Date Ticker Value ($m) Price Range ($) Range 1 Day Current Bookrunner Lead/Co-Managers Grupo Financiero MEX Finance 9/25/12 SAN- $4,111.00 $31.25 29.00 - 33.50 In Range 6.91 12.61 SANT; CITI; BBVA; ACTVER; CS; GGBM; Santander Mexico MEX HSBC; UBS; DB; UBS; EP; DB; BOAML; SAB de CV BOAML; BAR; CS; INSP; BNESPS; BNYM; GS; JPM; RBC; CMZ; CACIB; MIZ; UNCR; ITBBA WLF Qualys Inc USA Computers 9/27/12 QLYS $104.54 $12.00 11.00 - 13.00 In Range 18 13.33 JPM; CS RBC; PCS; BAIRD; JMP- SEC; LAZC; FAVC Summit Midstream USA Utility & 9/27/12 SMLP $287.50 $20.00 19.00 - 21.00 In Range 5.55 4.45 BAR; BOAML; BMOCM; DB; RBC; Partners LP Energy GS; MS BAIRD; JMS Javelin Mortgage USA Real Estate/ 10/2/12 JMI $145.00 $20.00 20.00 - 20.00 In Range -2 -1.25 DB; CITI; BAR; JMPSEC; LTC; OPCO; Investment Corp Property CS MUFG; AEGC; MAXM; NS Lifelock Inc USA Computers 10/2/12 LOCK $141.30 $9.00 9.50 - 11.50 Below -7.11 -9 GS; BOAML; DB RBC; CG; NEEDHM Luxfer Holdings GBR Metal & Steel 10/2/12 LXFR $80.00 $10.00 12.00 - 14.00 Below 10 12.8 CS; JEFF KCM; OPCO plc Berry Plastics USA Chemicals 10/3/12 BERY $470.59 $16.00 16.00 - 18.00 In Range -5 -5 BOAML; CITI; LAZC; WLF; STRH; Group Inc BAR; DB; CS; LCLLC; APGLM GS; BAIRD Fleetmatics Group USA Computers 10/4/12 FLTX $132.81 $17.00 15.00 - 17.00 In Range 0 0 BAR; BOAML RBC; SNW; WBLR Regulus USA Healthcare 10/4/12 RGLS $45.00 $4.00 10.00 - 12.00 Below 5 5 LAZC; COWEN; NEEDHM; WMS Therapeutics BMOCM Totals: 9 Deals $5,517.74 All data is based on proprietary information from Dealogic. Data is updated based on availability of public disclosures (e.g. press releases and SEC ﬁ lings) or has been obtained from sources deemed reliable, including certain third party sources. However, DealFlow Media cannot guarantee the accuracy and completeness of this information. The DealFlow Report © 2012 DealFlow Media 23 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

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SEC Registered IPOs with Lock-up Expirations Within Next 2 Weeks Pricing Deal Lock-up Lock-up Issuer Nation Industry Date Ticker Value ($m) Prov. Exp. Date Bookrunner(s) Lead/Co-Manager(s)

Erickson Air-Crane Inc USA Aerospace 4/11/12 EAC $38.40 180 10/8/12 SNW; OPCO; LAZC DD; WMS

Forum Energy Technolo- USA Oil & Gas 4/11/12 FET $435.79 180 10/8/12 JPM; BOAML; CS; SCI; TP; CAPONE; DRCL; FBR; gies Inc CITI; DB SBGBM; RICE

MRC Global Inc USA Metal & Steel 4/11/12 MRC $477.27 180 10/8/12 GS; BAR BOAML; BAIRD; WLF; RJA; WBLR; STEP

Oaktree Capital Group LLC USA Finance 4/11/12 OAK $380.25 180 10/9/12 GS; MS; BOAML; CS; BNYM; KBW; SANDO; STRH; WLF; DB; JPM SANBE

SandRidge Mississippian USA Oil & Gas 4/17/12 SDR $627.90 180 10/14/12 MS; RJA; BOAML; UBS; OPCO; WU; MWCLLC; RICE Trust II CITI; RBC

Tumi Holdings Inc USA Retail 4/18/12 TUMI $388.74 180 10/15/12 GS; CS; JPM WBLR; JEFF

Digital Cinema Destinations USA Leisure & 4/17/12 DCIN $15.40 180 10/15/12 MAXM; DM Corp Recreation

Midstates Petroleum Com- USA Oil & Gas 4/19/12 MPO $358.80 180 10/16/12 GS; MS; WLF STRH; CITI; TP; BAR; UBS; RBC; pany Inc NATX; RBS; SGCIB; SBGBM; RICE; SCI

Infoblox Inc USA Computers & 4/19/12 BLOX $138.00 180 10/16/12 MS; GS; UBS PCS; JMPSEC; STEP Electronics

Splunk Inc USA Computers & 4/18/12 SPLK $263.93 180 10/16/12 MS; CS; JPM; BOAML UBS; PCS; COWEN Electronics

Proofpoint Inc USA Computers & 4/19/12 PFPT $93.98 180 10/17/12 CS; DB RBC; PCS; FAS Electronics

Envivio Inc USA Telecommuni- 4/24/12 ENVI $69.80 180 10/21/12 GS; DB; SNW WBLR cations

ClearSign Combustion Corp USA Computers & 4/24/12 CLIR $13.80 180 10/21/12 MCU Electronics

Totals: 13 Deals $3,302.06

SEC Registered IPOs Withdrawn/Postponed Since September 24, 2012 Exp Withdrawn/ Issuer Nation Industry Date Ticker Value ($m) Postponed Reason Bookrunner(s) Lead/Co-Manager(s)

ViSalus Inc USA Retail 9/26/12 VI $175.00 Withdrawn Due to market conditions. JEFF

Schottenstein Realty USA Real Estate/ 9/28/12 SCRT $400.00 Withdrawn Due to market conditions. RJA; BOAML; WLF KCM; CS; PB Trust Inc Property

Dave & Buster's USA Dining & 10/4/12 PLAY $100.00 Withdrawn Due to market conditions. GS; JEFF; PJ RJA; RBC Entertainment Inc Lodging

Totals: 3 Deals $675.00

All data is based on proprietary information from Dealogic. Data is updated based on availability of public disclosures (e.g. press releases and SEC ﬁ lings) or has been obtained from sources deemed reliable, including certain third party sources. However, DealFlow Media cannot guarantee the accuracy and completeness of this information. The DealFlow Report © 2012 DealFlow Media 24 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

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SEC Registered Follow-Ons Filed Since September 24, 2012 Pricing Deal Last Trade Shares Market Issuer Nation Industry Date Ticker Value ($m) b/f Filing (m) Value (m) Bookrunner(s) Lead/Co-Manager(s) Casella Waste Systems Inc USA Utility & Energy 9/27/12 CWST $52.90 $5.29 11.50 $157.47 BOAML; JPM KCM; RJA; WU PennantPark Investment USA Finance 9/25/12 PNNT $99.90 $11.10 10.35 $727.21 MS; GS; JPM; STRH CS; RBC; SNW; EP; FBR; JMS; Corp LTC; ING New Mountain Finance Corp USA Finance 9/24/12 NMFC $62.00 $15.50 4.60 $257.68 GS; WLF; MS Healthcare Realty Trust Inc USA Real Estate/ 9/25/12 HR $190.96 $23.87 9.20 $2,052.98 BAR; JPM; WLF BOAML; BMOCM; CACIB; RBC; Property BCM; SBGBM; STRH Enterprise Products USA Utility & Energy 9/25/12 EPD $436.56 $54.57 9.20 $48,810.81 WLF; BAR; BOAML; CS; DB; RBC; RJA; JMS; Partners LP CITI; JPM; MS; UBS GLBGS; OPCO Neptune Technologies & CAN Healthcare 9/25/12 NEPT $0.00 $4.47 0.00 $255.99 RBC; JMPSEC BYRONCAP Bioressources Inc InspireMD Ltd ISR Healthcare NSPR $40.00 $2.05 0.00 $140.45 COWEN JMPSEC Tesla Motors Inc USA Auto/Truck 9/27/12 TSLA $134.24 $30.66 5.42 $3,209.53 GS Summit Hotel Properties Inc USA Real Estate 9/27/12 INN $85.80 $8.58 11.80 $358.44 DB; CITI; BAIRD; KCM; MLV RBC Eagle Materials Inc USA Construction/ 9/27/12 EXP $129.90 $43.30 3.45 $2,296.36 BOAML; GS Building Mid-Con Energy Partners LP USA Oil & Gas MCEP $90.52 $22.63 4.60 $428.60 RBC; RJA; UBS; BAIRD; OPCO; STEP WLF Dollar General Corp USA Retail 9/27/12 DG $1,585.80 $52.86 35.40 $17,352.40 CITI; GS; KKRCLP Clearwire Corp USA Telecom. 9/28/12 CLWR $68.68 $1.48 46.40 $809.69 CS EMCORE Corp USA Computers & 9/28/12 EMKR $0.00 $5.87 0.00 $150.59 BRO Electronics Western Asset Mortgage USA Real Estate 9/28/12 WMC $276.00 $23.00 13.80 $513.82 DB; CITI; JPM; Capital Corp JEFF Wesco Aircraft Holdings Inc USA Aerospace 9/28/12 WAIR $25.52 $14.18 1.80 $1,235.08 BAR Hercules Technology Growth USA Finance 9/28/12 HTGC $35.40 $11.42 3.10 $603.55 CS Capital Inc Augme Technologies Inc USA Telecom. 9/28/12 AUGT $0.00 $1.01 0.00 $107.30 NLND Puma Biotechnology Inc USA Healthcare PBYI $0.00 $15.00 0.00 $300.60 BOAML; LEER B&G Foods Inc USA Food & Beverage 10/2/12 BGS $110.00 $30.31 4.17 $1,630.71 CS; BAR; RBC BOAML; DB Gladstone Investment Corp USA Finance 10/2/12 GAIN $31.20 $7.80 4.60 $203.42 JEFF JMS; JHWL; LTC; WU Tesoro Logistics LP USA Oil & Gas 10/2/12 TLLP $160.73 $43.44 4.26 $852.75 CITI; WLF; BAR; DB; RJA; RBC; UBS BOAML Genesis Energy LP USA Oil & Gas 10/2/12 GEL $207.36 $34.56 6.00 $2,744.76 BAR Urstadt Biddle Properties Inc USA Real Estate 10/2/12 UBA $50.95 $20.38 2.88 $478.11 DB SBA Communications Corp USA Telecom. 10/2/12 SBAC $289.88 $63.17 4.59 $7,682.10 MS Ship Finance International BMU Transportation 10/2/12 SFL $96.00 $16.00 6.90 $1,362.08 MS Laredo Petroleum Holdings USA Oil & Gas LPI $277.75 $22.22 14.38 $2,849.28 JPM; GS; BOAML; BMOCM; CAPONE; SBGBM; WLF SGCIB; MUFG; BOSC; BBT; CB Apollo Commercial Real USA Real Estate 10/3/12 ARI $122.57 $17.51 8.05 $482.76 JPM; BOAML; Estate Finance Inc CITI Antares Pharma Inc USA Healthcare 10/3/12 ATRS $0.00 $4.40 0.00 $537.83 JEFF; OPCO COWEN; LTC Rigel Pharmaceuticals Inc USA Healthcare 10/3/12 RIGL $0.00 $10.35 0.00 $882.97 JEFF; JPM CITI; BMOCM; PJ; WLF New York Mortgage Trust USA Real Estate 10/3/12 NYMT $95.85 $7.10 15.53 $255.92 DB LTC; MAXM Starwood Property Trust Inc USA Real Estate 10/3/12 $342.64 $23.63 16.90 $3,134.76 BOAML; CITI Boardwalk Pipeline Partners USA Utility & Energy 10/4/12 $280.40 $28.04 11.50 $5,465.56 BAR; CITI; DB; GS; BCM; GLBGS; JMS; OPCO LP JPM; MS; RBC; UBS; WLF Arbor Realty Trust Inc USA Real Estate 10/5/12 $21.18 $6.05 4.03 $189.06 DB JMPSEC; Totals: 34 Deals $5,400.69

All data is based on proprietary information from Dealogic. Data is updated based on availability of public disclosures (e.g. press releases and SEC ﬁ lings) or has been obtained from sources deemed reliable, including certain third party sources. However, DealFlow Media cannot guarantee the accuracy and completeness of this information. The DealFlow Report © 2012 DealFlow Media 25 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

SMALL CAP EQUITY FINANCE ACTIVITY

SEC Registered Follow-Ons Priced Since September 24, 2012 % Change Pricing Deal Value Last Trade Prem./ Price Offer/ Issuer Nation Industry Date Ticker ($m) Offer Price b/f Offer Disc.% Current Bookrunner(s) Lead/Co-Manager(s) Emerald Oil Inc USA Oil & Gas 9/24/12 EOX $75.00 $0.80 $0.89 -10.11 3.33 RICE; CG; MGL GLBGS; KLRGRP

KEYW Holding Corp USA Computers 9/24/12 KEYW $99.99 $11.75 $12.30 -4.47 8.26 RBC DM; FBR; NBLFIN

Michael Kors Holdings USA Retail 9/24/12 KORS $1,219.00 $53.00 $54.50 -2.75 0.81 MS; JPM; GS BAIRD; JEFF; NOM; PJ

New Mountain USA Finance 9/24/12 NMFC $60.00 $15.00 $15.50 -3.23 -1.27 GS; WLF; MS Finance Corp

Enterprise Products USA Utility & Energy 9/25/12 EPD $488.24 $53.07 $54.57 -2.75 3.03 WLF; BAR; CS; DB; RBC; RJA; Partners LP BOAML; CITI; JMS; GLBGS; OPCO JPM; MS; UBS

Healthcare Realty USA Real Estate/ 9/25/12 HR $210.22 $22.85 $23.87 -4.27 2.67 BAR; JPM; WLF BOAML; BMOCM; Trust Inc Property CACIB; RBC; BCM; SBGBM; STRH

Neptune Technologies CAN Healthcare 9/25/12 NEPT $34.06 $4.10 $4.47 -8.28 1.22 RBC; JMPSEC BYRONCAP & Bioressources Inc

PennantPark USA Finance 9/25/12 PNNT $97.38 $10.82 $11.10 -2.52 -1.20 MS; GS; JPM; CS; RBC; SNW; EP; Investment Corp STRH FBR; JMS; LTC; ING

Casella Waste USA Utility & Energy 9/27/12 CWST $46.00 $4.00 $4.33 -7.62 8.75 BOAML; JPM KCM; RJA; WU Systems Inc

Dollar General Corp USA Retail 9/27/12 DG $2,142.45 $51.75 $52.00 -0.48 0.62 CITI; GS; KKRCLP

Eagle Materials Inc USA Construction/ 9/27/12 EXP $160.43 $46.50 $47.41 -1.92 6.54 BOAML; GS Building

Summit Hotel USA Real Estate/ 9/27/12 INN $112.47 $8.15 $8.24 -1.09 0.37 DB; CITI; KCM; MLV Properties Inc Property BAIRD; RBC

Tesla Motors Inc USA Auto/Truck 9/27/12 TSLA $225.00 $28.25 $28.49 -0.84 4.07 GS

Augme Technologies USA Telecom. 9/28/12 AUGT $6.80 $0.80 $1.01 -20.79 -5.00 NLND

Clearwire Corp USA Telecom. 9/28/12 CLWR $64.97 $1.40 $1.48 -5.41 -5.00 CS

EMCORE Corp USA Computers 9/28/12 EMKR $8.70 $5.46 $5.87 -6.98 0.55 BRO

Hercules Technology USA Finance 9/28/12 HTGC $34.35 $11.08 $11.42 -2.98 0.09 CS Growth Capital Inc

Wesco Aircraft USA Aerospace 9/28/12 WAIR $24.57 $13.65 $14.18 -3.74 -0.37 BAR Holdings Inc

Western Asset USA Real Estate/ 9/28/12 WMC $306.36 $22.20 $23.00 -3.48 1.80 DB; CITI; JPM; Mortgage Capital Corp Property JEFF

B&G Foods Inc USA Food & Beverage 10/2/12 BGS $109.78 $30.25 $31.35 -3.51 0.96 CS; BAR; RBC BOAML; DB

Genesis Energy LP USA Oil & Gas 10/2/12 GEL $192.90 $32.15 $34.56 -6.97 5.60 BAR

Gladstone Investment USA Finance 10/2/12 GAIN $30.00 $7.50 $7.80 -3.85 -0.67 JEFF JMS; JHWL; LTC; WU Corp

SBA Communications USA Telecom. 10/2/12 SBAC $285.43 $62.20 $63.17 -1.54 2.77 MS

All data is based on proprietary information from Dealogic. Data is updated based on availability of public disclosures (e.g. press releases and SEC ﬁ lings) or has been obtained from sources deemed reliable, including certain third party sources. However, DealFlow Media cannot guarantee the accuracy and completeness of this information. The DealFlow Report © 2012 DealFlow Media 26 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

SMALL CAP EQUITY FINANCE ACTIVITY

SEC Registered Follow-Ons Priced Since September 24, 2012 % Change Pricing Deal Value Last Trade Prem./ Price Offer/ Issuer Nation Industry Date Ticker ($m) Offer Price b/f Offer Disc.% Current Bookrunner(s) Lead/Co-Manager(s) Ship Finance BMU Transportation 10/2/12 SFL $91.50 $15.25 $16.00 -4.69 0.46 MS International Ltd

Tesoro Logistics LP USA Oil & Gas 10/2/12 TLLP $177.86 $41.80 $43.44 -3.78 5.77 CITI; WLF; DB; RJA; RBC; UBS BAR; BOAML

Urstadt Biddle USA Real Estate/ 10/2/12 UBA $49.00 $19.60 $20.38 -3.83 -0.56 DB Properties Inc Property

Antares Pharma Inc USA Healthcare 10/3/12 ATRS $50.00 $4.00 $4.40 -9.09 0.50 JEFF; OPCO COWEN; LTC

Apollo Commercial USA Real Estate/ 10/3/12 ARI $118.86 $16.98 $17.51 -3.03 -1.35 JPM; BOAML; Real Estate Finance Property CITI

Mattress Firm Holding USA Retail 10/3/12 MFRM $162.26 $29.85 $30.16 -1.03 9.76 BAR; UBS; CITI WBLR; KCM; STRH

New York Mortgage USA Real Estate/ 10/3/12 NYMT $106.97 $6.89 $7.10 -2.96 0.73 DB LTC; MAXM Trust Inc Property

Rigel Pharmaceuticals USA Healthcare 10/3/12 RIGL $130.01 $9.50 $10.35 -8.21 -0.53 JEFF; JPM CITI; BMOCM; PJ; WLF

Starwood Property USA Real Estate/ 10/3/12 STWD $423.20 $23.00 $23.63 -2.67 1.00 BOAML; CITI Trust Inc Property

WageWorks Inc USA Professional 10/3/12 WAGE $105.00 $17.50 $18.24 -4.06 3.03 WBLR; SNW JMPSEC; NEEDHM Services

Boardwalk Pipeline USA Utility & Energy 10/4/12 BWP $269.90 $26.99 $28.04 -3.74 -0.89 BAR; CITI; DB; GS; BCM; GLBGS; Partners LP JPM; MS; RBC; JMS; OPCO UBS; WLF

Infoblox Inc USA Computers 10/4/12 BLOX $100.00 $20.00 $20.68 -3.29 0.00 MS; GS; UBS PCS; JMPSEC; STEP

Arbor Realty Trust Inc USA Real Estate/ 10/5/12 ABR $20.30 $5.80 $6.05 -4.13 0.00 DB JMPSEC; Property

Totals: 36 Deals $7,838.96

SEC Registered Follow-Ons with Lock-up Expirations Within Next 2 Weeks Pricing Deal Value Lock-up Lock-up Issuer Nation Industry Date Ticker ($m) Prov. Exp. Date Bookrunner(s) Lead/Co-Manager(s) Beazer Homes USA Inc USA Construction/ 7/10/12 BZH $63.80 90 10/8/12 CS; GS; DB; UBS KKRCLP; MOELISCO Building

Synageva BioPharma USA Healthcare 7/10/12 GEVA $115.04 90 10/8/12 MS; JPM COWEN; LEER; CG; WMS

Dunkin' Brands Group Inc USA Dining & Lodging 8/9/12 DNKN $661.34 60 10/8/12 CITI

GNC Holdings Inc USA Retail 8/9/12 GNC $387.50 60 10/8/12 GS

OraSure Technologies Inc USA Healthcare 7/10/12 OSUR $75.03 90 10/9/12 CITI; JEFF CG; STEP; JMPSEC

Golar LNG Partners LP BMU Transportation 7/10/12 GMLP $195.76 90 10/9/12 CITI; BOAML; MS; WLF; GS UBS; RBC; BNP; DNBBAN

ImmunoGen Inc USA Healthcare 7/12/12 IMGN $100.00 90 10/10/12 MS; JEFF OPCO; RBC; WBLR; COWEN; SSRPNT

New Mountain Finance USA Finance 7/12/12 NMFC $85.05 90 10/10/12 GS; WLF; MS SNW; RBC; BAIRD; BCM; JMS

Box Ships Inc GRC Transportation 7/13/12 TEU $30.00 90 10/11/12 BAR; CS; DB DRCL

All data is based on proprietary information from Dealogic. Data is updated based on availability of public disclosures (e.g. press releases and SEC ﬁ lings) or has been obtained from sources deemed reliable, including certain third party sources. However, DealFlow Media cannot guarantee the accuracy and completeness of this information. The DealFlow Report © 2012 DealFlow Media 27 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

SMALL CAP EQUITY FINANCE ACTIVITY

SEC Registered Follow-Ons with Lock-up Expirations Within Next 2 Weeks Pricing Deal Value Lock-up Lock-up Issuer Nation Industry Date Ticker ($m) Prov. Exp. Date Bookrunner(s) Lead/Co-Manager(s) Ampio Pharmaceuticals USA Healthcare 7/12/12 AMPE $17.25 90 10/11/12 AEGC; FFM

Fifth Street Finance Corp USA Finance 9/11/12 FSC $91.19 30 10/11/12 UBS; GS; JPM; WLF; DB; RJA; MAXM; SMFG RBC; SNW

Gaylord Entertainment Co USA Dining & 8/13/12 GET $225.73 60 10/12/12 DB Lodging

Eagle Rock Energy USA Oil & Gas 8/13/12 EROC $88.25 60 10/12/12 UBS; BOAML; CITI; RBC; Partners LP WLF

MarkWest Energy USA Utility & Energy 8/14/12 MWE $349.97 60 10/13/12 BAR; BOAML; CITI; GS; Partners LP UBS; JPM; RBC

Sterling Financial Corp USA Finance 8/14/12 STSA $114.77 60 10/13/12 FBR; SANDO (WA)

TICC Capital Corp USA Finance 8/15/12 TICC $33.29 60 10/14/12 BAR LTC

RealPage Inc USA Computers 9/14/12 RP $99.40 30 10/14/12 CS

Susser Holdings Corp USA Retail 7/17/12 SUSS $207.00 90 10/15/12 BOAML; JEFF; BMOCM RBC; WLF; STEP; RJA; IMP; SIDO; PLNR

Firsthand Technology USA Finance 4/19/12 SVVC $136.62 180 10/16/12 LTC; NS MAXM; MUFG; AEGC Value Fund Inc

Bazaarvoice Inc USA Computers & 7/17/12 BV $150.54 90 10/16/12 MS; DB; CS BMOCM; PCS; PJ Electronics

Horizon Technology USA Finance 7/18/12 HRZN $30.93 90 10/16/12 WLF; SNW BBT; SAL; JMPSEC; GILS Finance Corp

Molycorp Inc USA Mining 8/17/12 MCP $120.00 60 10/16/12 MS

Nanosphere Inc USA Healthcare 7/19/12 NSPH $28.98 90 10/17/12 PJ RCP

Anthera Pharmaceuticals USA Healthcare 7/19/12 ANTH $37.95 90 10/17/12 PJ; LEER SSRPNT; CG

Diana Containerships Inc GRC Transportation 7/19/12 DCIX $56.97 90 10/17/12 WLF; BOAML; UBS BAR; RBC

Health Care REIT Inc USA Real Estate/ 9/18/12 HCN $1,674.40 30 10/18/12 BOAML; JPM; MS; DB; CITI; UBS; RBC; SNW; CACIB; Property WLF; KCM RJA; BAR; PB; RBS; BCM; CB; HNTIV; BNYM

NuStar Energy LP USA Oil & Gas 9/5/12 NS $348.94 45 10/20/12 UBS; BAR; CS; DB; JPM; GS; RJA; BCM; MUFG MS; RBC; WLF

PhotoMedex Inc USA Healthcare 4/24/12 PHMD $27.55 180 10/21/12 CG MAXM

BreitBurn Energy Partners USA Oil & Gas 9/6/12 BBEP $212.87 45 10/21/12 WLF; BOAML; BAR; CITI; CS; JPM; BAIRD; OPCO; GLBGS; LP RBC; UBS JMS; MLV

Enbridge Energy Partners USA Oil & Gas 9/6/12 EEP $461.10 45 10/21/12 MS; BOAML; BAR; JPM; RBC; CS; OPCO; LTC LP UBS; DB

Zillow Inc USA Pro. Services 9/6/12 Z $190.05 45 10/21/12 CITI; GS ALLENL; PCS; CG

Arlington Asset Investment USA Finance 9/21/12 AI $74.40 30 10/21/12 BAR LTC; Corp

Totals: 32 Deals $6,491.67

All data is based on proprietary information from Dealogic. Data is updated based on availability of public disclosures (e.g. press releases and SEC ﬁ lings) or has been obtained from sources deemed reliable, including certain third party sources. However, DealFlow Media cannot guarantee the accuracy and completeness of this information. The DealFlow Report © 2012 DealFlow Media 28 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

SMALL CAP EQUITY FINANCE ACTIVITY

SEC Registered Follow-Ons Withdrawn/Postponed Since September 24, 2012 Exp Withdrawn/ Issuer Nation Industry Date Ticker Value (m) Postponed Reason Bookrunner(s) Lead/Co-Manager(s) Vertex Energy Inc USA Utility & Energy 9/24/12 VTNR $5.20 Withdrawn Due to market conditions. CHG

NewLead Holdings GRC Transportation 10/3/12 NEWL $115.00 Withdrawn Due to market conditions. FBR; SGC Ltd

Totals: 2 Deal $120.20

Registered Direct Offerings and CMPOs Priced/Closed Since September 24, 2012 Deal Sec. Mkt. Stock Prem/Disc Placement Agents/ Issuer Nation Industry Status Date Type Amt ($m) Type Ticker Cap ($m) Price %WCUnderwriters Vringo, Inc. USA Telecom. Priced 10/5/12 RD $45.00 CS VRNG $305.79 $5.25 -17.10% N/A No Placement Agent

EnteroMedics Inc. USA Healthcare Closed 10/4/12 RD $45.00 EL ETRM $156.62 $3.81 -6.80% N/A FWIG

Houston American USA Energy Closed 10/4/12 RD $10.00 CS HUSA $22.42 $0.60 -25.00% 100.00% CKCO Energy Corp.

Antares Pharma, Inc. USA Healthcare Priced 10/3/12 CMPO $50.00 CS ATRS $481.03 $4.40 -9.10% N/A JEFF; OPCO; COWEN; LTC

Augme Technologies USA Technology Closed 10/3/12 CMPO $6.80 CS AUGT $74.77 $0.77 -20.80% 25.00% NLND; BREANM, LLC; DJS

EMCORE Corp. USA Technology Closed 10/3/12 CMPO $10.00 CS EMKR $132.82 $5.52 -7.00% N/A BRO

Rigel Pharma., Inc. USA Healthcare Priced 10/3/12 CMPO $130.01 CS RIGL $741.34 $10.35 -8.20% N/A JEFF; JPM; CITI; BMO; PJ; WLF

Unilife Corporation USA Healthcare Closed 10/3/12 RD $45.00 ATM UNIS $258.66 $3.16 0.00% N/A CANFITZ

DDR Corp. USA Real Estate Closed 10/2/12 RD $200.00 ATM DDR $4,631.96 $15.23 0.00% N/A BNYM; KCM

Neptune Tech. & CAN Healthcare Closed 10/2/12 CMPO $34.06 CS NEPT $230.23 $4.02 -8.30% N/A RBC; JMPSEC; Bioressources Inc. BYRONCAP; JOHNTFI

Novavax, Inc. USA Healthcare Closed 10/1/12 RD $50.00 ATM NVAX $288.74 $2.16 0.00% N/A MCNIC

Applied Minerals, Inc. USA Basic Closed 9/30/12 RD $1.63 CS AMNL $116.07 $1.30 0.00% N/A No Placement Agent Materials

Insmed Incorporated USA Healthcare Priced 9/28/12 RD $25.70 CS INSM $101.24 $4.07 0.00% N/A

Pebblebrook Hotel USA Real Estate Closed 9/28/12 RD $170.00 ATM PEB $1,396.53 $23.69 0.00% N/A WLF; BOAML; RJA Trust

Pacific Ethanol, Inc. USA Energy Closed 9/26/12 CMPO $11.00 CS PEIX $58.57 $0.40 -25.90% 100.00% LAZC

Ascent Solar USA Energy Closed 9/25/12 CMPO $11.00 CS ASTI $60.54 $1.19 -28.60% N/A AEGC Technologies, Inc.

Horizon Pharma, Inc. USA Healthcare Closed 9/25/12 CMPO $86.24 CS HZNP $117.58 $3.48 -23.60% 50.00% COWEN; JMPSEC; SNW

Totals: 17 Deals $931.44

All data is based on proprietary information from PrivateRaise, a service of DealFlow Media. Data includes all public equity and equity-linked offerings, including registered direct offerings and Confi dentially-Marketed Public Oferings (CMPOs), that are at least US$1,0 million and have been executed by public corporations that have a primary listing or a signifi cant or consistent trading presence on a U.S. or Canadian stock exchange or market. Data is updated based on availability of public disclosures (e.g. press releases and SEC fi lings) and has been obtained from sources deemed reliable, including certain thrid party sources. However, DealFlow Media cannot guarantee the accuracy and completeness of this information. The DealFlow Report © 2012 DealFlow Media 29 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

SMALL CAP EQUITY FINANCE ACTIVITY

Shelf Registration Statements Filed Since September 24, 2012

Issuer Ticker Type Filing Date Eff. Date Reg. Amt ($m) Securities Enbridge Energy Management, L.L.C. EEQ S-3ASR 10/5/12 10/5/12 Unlimited Equity Lakeland Bancorp, Inc. LBAI S-3 10/5/12 $10.00 Equity/Debt Just Energy Group Inc. JE F-10 10/4/12 $1,000.00 Equity/Debt Murphy Oil Corporation MUR S-3ASR 10/4/12 10/4/12 Unlimited Equity/Debt Dime Community Bancshares Inc DCOM S-3 10/2/12 $150.00 Equity/Debt New York Mortgage Trust, Inc. NYMT S-3MEF 10/2/12 10/2/12 $18.10 Equity Patheon, Inc. PNHNF S-3 10/2/12 $100.00 Equity SCANA Corporation SCG S-3ASR 10/2/12 10/2/12 Unlimited Equity/Debt Arrow Electronics, Inc. ARW S-3ASR 10/1/12 10/1/12 Unlimited Equity/Debt Cynosure Inc. CYNO S-3 10/1/12 $100.00 Equity DDR Corp. DDR S-3ASR 10/1/12 10/1/12 Unlimited Equity/Debt Realty Income Corporation O S-3ASR 10/1/12 10/1/12 Unlimited Equity/Debt American Equity Investment Life Holding Company AEL S-3ASR 9/28/12 9/28/12 Unlimited Equity BSD Medical Corporation BSDM S-3 9/28/12 $50.00 Equity/Debt Deutsche Bank AG DB F-3ASR 9/28/12 9/28/12 Unlimited Equity/Debt McDonald's Corporation MCD S-3ASR 9/28/12 9/28/12 Unlimited Equity/Debt OraSure Technologies, Inc. OSUR S-3 9/28/12 $200.00 Equity/Debt Orrstown Financial Services, Inc. ORRF S-3 9/28/12 $80.00 Equity Royal Bank of Scotland Group plc RBS F-3ASR 9/28/12 9/28/12 Unlimited Equity/Debt Waste Management, Inc. WM S-3ASR 9/28/12 9/28/12 Unlimited Equity/Debt Attunity Ltd. ATTU F-3 9/27/12 $20.00 Equity Crosshair Energy Corporation CXZ F-3 9/27/12 $25.00 Equity EntreMed, Inc. ENMD S-3 9/27/12 $30.00 Equity Lender Processing Services, Inc. LPS S-3ASR 9/27/12 9/27/12 Unlimited Debt Plains All American Pipeline, L.P. PAA S-3 9/27/12 $2,000.00 Equity/Debt Plains All American Pipeline, L.P. PAA S-3ASR 9/27/12 9/27/12 Unlimited Equity/Debt Watson Pharmaceuticals, Inc. WPI S-3ASR 9/27/12 9/27/12 Unlimited Equity/Debt Fidelity Southern Corporation LION S-3 9/26/12 10/3/12 $70.00 Equity/Debt Agree Realty Corporation ADC S-3 9/25/12 $250.00 Equity CEL-SCI Corporation CVM S-3 9/25/12 $50.00 Equity/Debt Cumberland Pharmaceuticals Inc. CPIX S-3 9/25/12 $100.00 Equity/Debt Service Corporation International SCI S-3ASR 9/25/12 9/25/12 Unlimited Debt Tesla Motors, Inc. TSLA S-3ASR 9/25/12 9/25/12 $150.00 Equity D.R. Horton, Inc. DHI S-3ASR 9/24/12 9/24/12 Unlimited Debt GT Advanced Technologies Inc. GTAT S-3ASR 9/24/12 9/24/12 Unlimited Equity/Debt

All data is based on proprietary information from PrivateRaise, a service of DealFlow Media. Data includes all public equity and equity-linked offerings, including registered direct offerings and Confi dentially-Marketed Public Oferings (CMPOs), that are at least US$1,0 million and have been executed by public corporations that have a primary listing or a signifi cant or consistent trading presence on a U.S. or Canadian stock exchange or market. Data is updated based on availability of public disclosures (e.g. press releases and SEC fi lings) and has been obtained from sources deemed reliable, including certain thrid party sources. However, DealFlow Media cannot guarantee the accuracy and completeness of this information. The DealFlow Report © 2012 DealFlow Media 30 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

SMALL CAP EQUITY FINANCE ACTIVITY

Shell Merger Activity Since September 24, 2012 Recent Avg Vol 3 Market Shares Related PIPE Merger Date Surviving Company Ticker Shell Company Private Company Price Mo Cap ($m) Out (m) Financing(s) ($m) 9/30/12 KOKO, Ltd. KOKX KOKO, Ltd. Cardinal Energy $0.51 4,670 $4.40 8.63 Group, LLC 9/26/12 Green Innovations Ltd. WNCM Winecom, Inc. Green Hygienics, Inc. $0.05 0 $0.25 20.50

9/25/12 Computer Vision Systems CVSL Computer Vision Systems Happenings $0.09 12,280 $4.42 49.13 Laboratories Corp. Laboratories Corp. (f/k/a Communications Cardio Vascular Medical Group, Inc. Device Corp.)

Includes companies which have completed mergers of private operating businesses into public shell companies as defi ned by the Securities and Exchange Commission. The information is derived from public fi lings with the Securities and Exchange Commission, Nasdaq and company announcements, sources which DealFlow Media believes to be current and reliable. However, we cannot guarantee the accuracy and completeness of the information, which may be revised at any time. Total outstanding share amounts may refl ect either pre- or post-merger ownership. N/T = Not Trading.

Declared Shell Companies Since September 24, 2012 Initial State of Date of Shares Authorized Shares Number of Filing Date Company Ticker Incorporation Incorporation Outstanding (m) (m) Shareholders 10/1/12 Aim Exploration Inc. Nevada 2/18/10 50 250 35

9/25/12 Dardanos Acquisition Corp. Delaware 2/21/12 31.39 500 1

9/25/12 Melanthios Acquisition Corp. Delaware 2/21/12 31.39 500 1

9/25/12 Northam Acquisition Corp. Delaware 2/21/12 31.39 500 1

Includes SEC reporting companies which have declared their shell status and/or intent to merge with an operating company in a recent SEC fi ling; have non-fi nancial assets of less than $100,000; have annual operating revenues of less than $100,000; have not been declared a delinquent fi ler by the SEC or their primary listing market; and have not already announced a completed reverse merger. We cannot guarantee the accuracy or completeness of the information, which may be revised at any time. N/T = Not Trading.

ALTERNATIVE PUBLICISSUER OFFERINGS INDEX

ISSUER INDEX Accelerated Building Concepts Corp. (ABCC) ...... 11 CVR Refining LP ...... 23 International Energy ...... 10 Advanced Growing Systems ...... 10 Cynosure Inc...... 30 ISC8 Inc...... 18 AEI Transportation Holdings ...... 10 Dardanos Acquisition Corp...... 31 IsoftStone Holdings (ISS) ...... 10 Aerofoam Metals ...... 10 Dave & Buster's Entertainment Inc ...... 24 Jacksonville Bancorp, Inc...... 18 Agree Realty Corporation ...... 30 DDR Corp...... 18, 29, 30 Javelin Mortgage Investment Corp ...... 23 Aim Exploration Inc...... 31 Deutsche Bank AG ...... 30 Jiangbo Pharmaceuticals (JGBO) ...... 14 Alcar Chemical Group ...... 10 Diamondback Energy ...... 4, 23 Just Energy Group Inc...... 30 Alimera Sciences Inc...... 18 Diana Containerships Inc ...... 28 Kallo Inc...... 18 Alternative Construction Technologies (ACCY)...... 11 Digital Cinema Destinations Corp ...... 24 KaloBios Pharmaceuticals ...... 23 Ambarella ...... 4, 23 Dime Community Bancshares Inc ...... 30 KEYW Holding Corp ...... 26 American Equity Investment Life Holding Co...... 30 Document Security Systems, Inc...... 18 KSW Industries ...... 10 Amira Nature Foods Ltd ...... 4, 23 Dollar General Corp ...... 25, 26 KYTHERA Biopharma...... 5 Ampio Pharmaceuticals ...... 28 D.R. Horton, Inc...... 30 Kythera Biopharmaceuticals Inc ...... 23 Andros Island Development ...... 10 Dunkin' Brands Group Inc...... 28 Lakeland Bancorp, Inc...... 30 Antares Pharmaceuticals (ATRS) ...... 6, 18, 25, 27, 28, 29 Eagle Materials Inc ...... 25, 26 Laredo Petroleum Holdings ...... 25 Apollo Commercial Real Estate Finance Inc ...... 25, 27 Eagle Rock Energy Partners LP ...... 28 LeaseSmart ...... 10 Appleton Papers ...... 17 El Alacran Gold Mine Corp...... 10 Lender Processing Services, Inc...... 30 Applied Minerals, Inc...... 18, 29 eLayaway Inc. (ELAY) ...... 11 LeoNovus Inc...... 18 Arbor Realty Trust Inc ...... 25, 27 Eloqua Inc. (ELOQ) ...... 16 Level Vision Electronics ...... 10 Arlington Asset Investment ...... 28 EMCORE Corp. (EMKR) ...... 8, 18, 25, 26, 29 Life Exchange ...... 10 Arrow Electronics, Inc...... 30 Emerald Oil Inc ...... 26 Lifelock Inc ...... 23 Asante Networks ...... 10 Enbridge Energy Management, L.L.C...... 30 Lighting Science Group Corporation ...... 18 Ascent Solar Technologies, Inc...... 18, 29 Enbridge Energy Partners ...... 28 LinnCo LLC...... 23 Asia Telecom ...... 10 EnteroMedics Inc...... 18, 29 Longtop Financial Technologies (LFT) ...... 13 ASML Holding (ASML) ...... 15 Enterprise Products Partners LP ...... 25, 26 Lotta Energy Acquisition ...... 10 Aspen Group, Inc...... 18 EntreMed, Inc...... 30 Luxfer Holdings plc ...... 23 Attunity Ltd...... 30 Envivio Inc ...... 24 Magellan Energy ...... 10 Augme Technologies, Inc...... 18, 25, 26, 29 Erickson Air-Crane Inc...... 24 Marinas International ...... 10 Authentidate Holding Corp...... 18 Extreme Fitness ...... 10 MarkWest Energy Partners LP ...... 28 AutoGenomics Inc ...... 23 Fairway Group Holdings ...... 23 Mattress Firm Holding ...... 27 Avalonbay Communities (AVB) ...... 15 Fidelity Southern Corporation ...... 30 Mazor Robotics (MZRTF)...... 8 Axion International Holdings, Inc...... 18 Fifth Street Finance Corp ...... 28 McDonald's Corporation ...... 30 Bazaarvoice Inc ...... 27 Firsthand Technology Value Fund Inc ...... 27 Melanthios Acquisition Corp...... 31 Beazer Homes USA Inc ...... 27 Fleetmatics Group ...... 23 Mercator Minerals (MLKKF) ...... 7, 18 Berry Plastics Group Inc ...... 23 Forum Energy Technologies Inc ...... 24 Meta Financial Group, Inc...... 18 B&G Foods Inc ...... 25, 26 Gaming Transactions ...... 10 Michael Kors Holdings ...... 26 Bicoastal Communications ...... 10 Garrison Capital Inc...... 23 Microlink Solutions ...... 10 Boardwalk Pipeline Partners LP ...... 25, 27 Gaylord Entertainment Co ...... 28 Mid-Con Energy Partners LP ...... 25 Box Ships Inc...... 28 Genesee & Wyoming Inc...... 18 Midstates Petroleum Company Inc ...... 24 BreitBurn Energy Partners ...... 28 Genesis Energy LP ...... 25, 26 Miller Energy Resources, Inc...... 18 Brekkford International...... 10 Gladstone Investment Corp ...... 25, 26 Molycorp Inc ...... 28 BSD Medical Corporation ...... 30 Glencore International (GLEN) ...... 9 MRC Global Inc ...... 24 Canarc Resource Corp...... 18 GNC Holdings Inc ...... 28 Murphy Oil Corporation ...... 30 Capital Trust, Inc...... 18 Golar LNG Partners LP ...... 27 Nanosphere Inc ...... 28 Casella Waste Systems Inc ...... 25, 26 Good Times Restaurants Inc...... 18 Neptune Tech. & Bioressources Inc...... 29 Cavico Corp...... 10 Green Plains Renewable Energy (GPRE) ...... 6 Neptune Technologies & Bioressources Inc ...... 18, 25, 26 CEL-SCI Corporation ...... 30 Grupo Financiero Santander Mexico SAB de CV ...... 23 Net Element International (NETE) ...... 9 China Adnet Enterprises ...... 10 GT Advanced Technologies Inc...... 30 NeuLion Inc...... 18 China-Biotics Inc. (CHBT) ...... 14 Healthcare Realty Trust Inc ...... 25, 26 NewLead Holdings Ltd ...... 29 ChinaCast Education (CAST) ...... 10 Health Care REIT Inc ...... 28 New Mountain Finance Corp ...... 25, 26, 28 China Ceramics Co. (CCCL) ...... 10 Hercules Technology Growth Capital Inc ...... 25, 26 New York Mortgage Trust ...... 25, 27, 30 China Cord Blood Corporation ...... 18 HiSoft Technology International (HSFT) ...... 10 Nexxus Lighting, Inc...... 18 China Housing & Land Development (CHLN) ...... 10 Horizon Pharma, Inc...... 18, 29 Noah Education Holdings (NED) ...... 10 China Hydroelectric (CHC) ...... 10 Horizon Technology Finance Corp ...... 28 Northam Acquisition Corp...... 31 China Sky One Medical (CSKI)...... 14 Houston American Energy Corp...... 18, 29 Novavax, Inc...... 18, 29 ChinaSoft International, AsiaInfo-Linkage Inc. (ASIA) 10 ImmunoGen Inc ...... 27 NuPathe Inc...... 18 ClearSign Combustion Corp ...... 24 Infoblox Inc ...... 24, 27 NuStar Energy LP ...... 28 Clearwire Corp ...... 25, 26 Innolife Pharma ...... 10 Oaktree Capital Group LLC ...... 24 Collabrium Japan Acquisition Corp ...... 17 Insmed Inc. (INSM) ...... 7 Omni Ventures (OMVE) ...... 11 CombiMatrix Corporation ...... 18 Insmed Incorporated ...... 18, 29 OraSure Technologies Inc ...... 27, 30 Complete Care Medical ...... 10 InspireMD Ltd ...... 25 Orchid Island Capital ...... 17 Crosshair Energy Corporation ...... 30 Interage Ltd ...... 10 Organa Technologies Group (OGNT) ...... 11 Cumberland Pharmaceuticals Inc...... 30 Intercept Pharmaceuticals ...... 4, 23 Orrstown Financial Services, Inc...... 30 The DealFlow Report © 2012 DealFlow Media 32 October 8, 2012 For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

SMALL ICSSUERAP MARKETS INDEX

ISSUER INDEX continued from previous page Pacific Ethanol (PEIX) ...... 6, 18, 29 Royal Bank of Scotland Group plc ...... 30 The Motion Picture Group ...... 10 Palo Alto Networks (PANW) ...... 16 SandRidge Mississippian Trust II ...... 24 TherapeuticsMD, Inc...... 18 Paratek Pharmaceuticals Inc ...... 23 SBA Communications Corp ...... 25, 26 The Tile Shop (TTS) ...... 17 Patheon, Inc...... 30 SCANA Corporation ...... 30 TICC Capital Corp ...... 28 Pebblebrook Hotel Trust ...... 18, 29 Schottenstein Realty Trust Inc ...... 24 Tumi Holdings Inc ...... 24 PennantPark Investment Corp ...... 25, 26 Service Corporation International ...... 30 Unilife Corp. (UNIS) ...... 7 , 18, 29 PhotoMedex Inc ...... 27 Ship Finance International Ltd ...... 25, 27 Urstadt Biddle Properties Inc ...... 25, 27 Plains All American Pipeline LP (PAA) ...... 15, 30 ShutterStock Images LLC ...... 5, 23 VanceInfo Technologies (VIT) ...... 10 Prana Biotechnology Limited ...... 18 Single Touch Systems, Inc...... 18 Vertex Energy Inc ...... 29 Precision Optics Corporation ...... 18 Singulex Inc ...... 23 ViSalus Inc ...... 24 Prime Global Capital Group, Inc...... 18 Sinotech Energy (CTESY) ...... 13 Viterra Inc. (VT) ...... 9 Proofpoint Inc ...... 24 Sionix Corporation ...... 18 Vringo, Inc...... 18, 29 Puda Coal (PUDA) ...... 13 Spectrum Group International, Inc...... 18 WageWorks Inc ...... 27 Puma Biotechnology Inc ...... 25 Splunk Inc ...... 24 Waste Management, Inc...... 30 Qualys Inc. (QLYS) ...... 16, 23 Starwood Property Trust Inc ...... 25, 27 Watson Pharmaceuticals (WPI) ...... 7, 30 RAIT Financial Trust ...... 18 Sterling Financial Corp (WA) ...... 28 Wesco Aircraft Holdings Inc ...... 25, 26 Realogy Holding Corp ...... 23 Summit Hotel Properties Inc ...... 25, 26 Western Asset Mortgage Capital Corp ...... 25, 26 RealPage Inc ...... 28 Summit Midstream Partners (SMLP) ...... 16, 23 Winecom (WNCMD) ...... 11 Realty Capital (SRC) ...... 16 Susser Holdings Corp ...... 28 WinWheel Bullion ...... 11 Realty Income Corporation ...... 30 S&W Seed Company...... 18 Workday Inc ...... 5, 23 Regulus Therapeutics ...... 23 Synageva BioPharma ...... 27 World Hockey Association ...... 10 Research Frontiers Incorporated ...... 18 Tengion, Inc...... 18 Xinyuan Real Estate Co. (XIN) ...... 10 Rhamnolipid Inc ...... 11 Tesla Motors Inc ...... 25, 26, 30 Xueda Education Group (XUE) ...... 10 Richmont Mines, Inc...... 18 Tesoro Logistics LP ...... 25, 27 Yucheng Technologies (YTEC) ...... 10 Rigel Pharmaceuticals, Inc...... 18, 25, 27, 29 Teva Pharmaceuticals (TEVA) ...... 7 Zhongpin Inc. (HOGS) ...... 10 RLJ Acquisition Corp.’s (RLJA) ...... 17 The Macerich Co. (MAC)...... 15 Zillow Inc ...... 28

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