Private Placement Financing

PlacementTracker’s Monthly PIPE and Private Placement Commentary December 12th, 2016

Month of November PIPE Market Breakdown from ~$3.5 billion. On the opposite side of the spectrum, the Healthcare sector nearly doubled from ~$270 million to ~$500 During the month of November, nearly $3 billion (excluding ATM million on 32 and 31 deals respectively. commitments) was raised in the PIPE market through 100 PIPEs. The usual suspect – Healthcare –accounted for 31% in While there are several other sectors of note with significant terms of transaction count yet finished third in terms of dollars differences from 2015 to 2016, including Technology and Con- raised, trailing the Industrial and Energy sectors. The Industrial sumer – cyclical falling over 90%, the year-over-year compari- sector had a big month coming in with 18 transaction raising son is startlingly extreme. Almost exactly the same amount of over $1.1 billion, yet 2 deals – AMETEK (AME) and Eastman transactions occurred, yet the dollars raised came out to less Kodak (KODK) - accounted for $1.025 billion. than 50% when comparing the month of November in 2015 and 2016. Favorites for security types included common stock and ATM

financings and accounted for nearly half of all deal flow. These 2016 Deal Structure Overview numbers are in line with November 2015 and reveal the preferred financing methods for the PIPE market. One standout when comparing 2015 to 2016 is the prevalence of CMPOs, the month of November 2015 had only 3 CMPO transactions while the month of November 2016 had 12.

Deal count in November for 2015 and 2016 is nearly identical. But when analyzing dollar volume, the two years tell different stories. In part due to large one-off transactions and in part due to depressed/inflated sectors, the amount of money raised paints a different picture.

Total money raised fell over 50% from ~$6.2 billion to ~$3 billion due mostly to a large drop in money raised in the Financial sector. At about 10% of the 2015 totals, the Financial sector ac- counts for the largest drop-off by far, falling to ~$350 million

Market Commentary [Broad Market Commentary] [US INTEREST RATE OUTLOOK]

Risk sentiment is being supported by an ultra dovish ECB Nov Dec Jan Feb Draghi, who insisted the Bank had not tapered, just more like Fed Funds 0.41% 0.50% 0.57% 0.58% tampered with QE after the Bank decided to extended its QE Rate program to at least end Dec 2017 or a further 9-mths from the Most Likely Up current expiry date of Mar 2017 but will reduce its purchases Fed Move FOMC Jan 31/ from Eur 80bn to Eur 60bn beginning in Apr. 1-2 13-14 Dates Feb1

European and in turn US stocks rallied on strongly lead by Euro- MARKET OUTLOOK The complex faces a monster week of pean financials after ECB also said it would now buy assets front loaded supply, week long top tier data, the FOMC state- below the deposit rate, decreasing the lower maturity bound to ment etc and probable rate hike. Anticipate elevated volatility, one year and that cash can now be used as collateral for its large price swings and suspect liquidity in what may well be the PSPP lending facilities, thereby alleviating the collateral short- last full participant trading week of the year. The technical pic- age in the Euro system - basically aiding the front end and finan- ture deteriorated significantly in the latter part of last week. Neg- cials. ative trends were re-affirmed with heavy oversold conditions in affect. Yields rose sharply with some sectors at or above 2016 However unlike like the prior days, we warn that this not a fortui- highs. This could be one for the record books! tous rally where government bonds and EM assets/currencies have gained in tandem, with the USD renewing its king pin sta- ECONOMICS & POLICY The coming week is loaded with top tus and UST yields also being pressured higher again, lead by tier data and the FOMC meeting. Highlighted data includes im- the long end. port/export prices, PPI, retail sales, IP/CapU, business invento- ries, CPI, claims, Philly Fed, Empire-mfg and housing starts/ Amidst all the Draghi smokescreen, a "weaker QE" and knock permits. Then there's the FOMC statement, new forecasts and on thoughts that major central banks have reached the end of Yellen presser with a 25bp rate hike unanimously expected. We their easing cycles/ammunition, risks to be revived and brings believe they will go, for better or worse, but if they choke and up the bigger theme that this year's bond bubble prick has much pass they will lose any credibility they have left. more steam to it as we head into 2017. SUPPLY The US Treasury will auction its 3,10&30yr supply In particular watch peripheral European debt, where yields have package, the usual bills and announce details of a 5yr TIPS soared much more than Bunds in the long end, with Italy's 10-yr issue. In Europe, only the UK is coming to market. Japan will BTP yields leaping 11 bps vs a 3.6bp gain in Bunds, widening auction 5&20yr JGBs. out spreads. Combined with the Trump stimulus trade still play- ing out and higher oil prices post OPEC, curve steepeners have TECHNICALS Eurodollar futures have traded in a tight range been and remain THE TRADE. near the two-week 94.940 low (28 November) as the 20 DMA (98.970), which has held prices in check since 11 November, Markets, especially regional assets which have a solid run up in continues to cap. The lack of any meaningful bounce above the the past few days, risk to encounter a bout profit taking heading recent 25 November 98.930 6-month low, as evidenced by the into the weekend and next weeks "you never know:" FOMC failure to subsequently close above the 23.6% retracement of meeting, even though a Dec rate hike is baked into the cake. the 99.135/98.930 fall at 98.980, underscores the broad bearish undercurrents. Therefore, an extension below 98.940/30 is now It is also noticeable that an article also stated to circulate, stating favored for the 31 May 98.920 low, possibly the key 16 March that China is set to attack the Macau gaming industry by reduc- 98.870 reaction low. Bulls would need a sustained push above ing the amount of cash people can take out. The further bid to the 3 November 99.070 high to curb capital outflows, resulted in heavy selling in gaming names regain their footing. in Wall Street. Provided

Selected Deals Breakout

Kratos Defense & Security Solutions Completes CMPO, certainty however, the demand for services provided by defense Secures $80.5 Million contractors appears positioned to increase from this point for- On November 17, 2016, Kratos Defense & Security Solutions, ward. The current economic climate be an optimal time for Kra- Inc. (NASDAQ:KTOS) announced a Confidentially Market tos to capitalize in the current economic climate. Public Offering with Canaccord Genuity, B. Riley & Co., and Noble Financial Markets acting as Underwriters to sell approximately 13 million of the Company’s Common Stock at $6.00 per share, a 12% discount to the market price of $6.85. Additional- ly, the Company granted the Underwriters an over-allotment option to purchase 1,750,500. The deal closed on November 23rd, with a portion of the over-allotment exercised, for gross proceeds of $80.5 million.

Kratos is a defense contractor that specializes in security solutions ranging from cyber security, to drones, to missile defense. The Company provides services for both the U.S. government as well as private companies.

Neovasc (NVCN) Expands Partnership with Boston Scien- tific via PIPE

On December 2nd, 2016 Neovasc agreed to sell its tissue processing technology and facility for approximately $67,909,800 to Boston Scientific Corporation (BSX). Simultaneously, Boston Scientific committed to invest $7,090,200 in Neovasc for a 15% equity interest in the Company. This concurrent sale and capital raise has sent shares of Neovasc on a rocket ship ride, with share price up over 600% at the peak.

"Boston Scientific has been a long-term customer of Neovasc, having historically represented a sizeable percentage of our When Kratos announced the initial parameters of their financing tissue processing revenues," commented Neovasc CEO, Alexei on November 17th and 18th, its share price was beginning a Marko. "As one of the world's premier device companies, with a decline from a recent spike. By the time of deal close on No- global cardio-vascular franchise, this investment in Neovasc vember 23rd however, the share price had completely recov- enables continued development of our lead products, Reducer ered, closing at $7.00 that day. Since deal execution, Kratos’ and Tiara, and strengthens our resolve to revolutionize how Common Stock has seen minimal fluctuation. structural heart disease is treated."

Looking at Kratos from a year to date standpoint, despite a few While the shares were purchased at a nearly 18% premium to gradual dips, the Company’s share price has consistently market share, the market response has been incredible for climbed in an upward trajectory. An explanation regarding the shareholders of the company. Announced prior to the beginning few share price declines throughout the year: the Company nd of trading on December 2 , shares of Neovasc had already posted three consecutive quarters of losses, an aspect that can risen 80% before the trading bell rang. The stock price re- be attributed to the trough in May through August, as well as the mained constant on the 2nd but on the 3rd shares rose another quick dip in November. With the global market riddled with un- 50%.

Selected Deals Breakout

While this was already a nice rally for the company, December On November 17, 2016, DryShips, Inc. (NASDAQ CM: 6th brought the biggest price swings since the PIPE. Intraday DRYS) entered into a deal with Kalani Investments, for the sale trading brought the share price up another 100%, equating to a of $20,000,000 of Convertible Preferred Stock. DryShips is a 635% gain in share price since prior to the announcement of the shipping company incorporated in the Marshall Islands that expanding partnership and concurrent financing. The share specializes in the transportation of dry bulk cargo. The Compa- price has since leveled out by the end of the trading day 12/6, ny currently owns a fleet of 13 dry bulk carriers. up a mere 470% overall. DryShips reportedly executed the private placement to pay down its debt, and issued the Convertible Preferred at a 60% NVCN — 11/30/2016 to 12/06/2016 discount to market price ($73.00). The Series E-1 Preferred Stock is convertible at $30.00 per share, unless the VWAP of the Company’s Common Shares is below such price, at which point the holder may convert at an alternate price equal to the greater of i) 77.5% of the lowest daily volume weighted average price on any trading day during the 14-consecutive trading day period and i) $1.50. The Convertible Preferred accrues divi-

The reasoning for this enormous stock price gain can be estab- lished by looking back at the year the company has had. Down over 50% for the year (after the rally) shares of Neovasc have been hit hard due to a class action lawsuit filed by CardiAQ Valce Technologies, Inc. for breaches of contract and duty of honesty in contractual performance and over trade secrets. A jury awarded $70 million to CardiAQ, as well as $21 million in enhanced damages in May. - Source

dends at 7% per annum and matures on November 21, 2017.

The deal was announced at a unique time when the stock was dramatically rebounding from a 1,331% increase over the span of 5 trading days, as evident in the chart above. On November 9th, the stock closed at $5.10, by November 15th however, it closed at $73.00 per share. What’s more is that the price began to soar following the Company’s announcement of a $5.2 million Third Quarter loss. Reports claim that the price surge could have been a result of a Donald Trump presidency, due to the implicit expectations in increased inflation as well as the projec- With the lawsuit in the rear view mirror, Neovasc is able to look tion of increased manufacturing under the president-elect’s to the future once again. Boston Scientific renewed confidence term. in the company with one fell swoop in the form of an asset purchase and concurrent PIPE. Whether it was Boston Scientific Trading of the Company’s Common Stock was halted on No- th that was able to steal shares at a deep discount or Neovasc that vember 16 and resumed the following day, after the Compa- was able to secure the lifeline it needed so badly, any optimism ny’s deal announcement. That day, when DryShips announced for both being true helped get this deal done. its Convertible Preferred financing, the stock inexplicably plummeted from its high of $73.00 to $11.00 (an 85% decrease). It’s DryShips Raises $20 Million, Share Price Plummets clear that the Company’s Common Stock was trading at an 4

Selected Deals Breakout unsustainable price, as DryShips not only reported Q2 and Q3 the Company’s Common stock began trading at $4.77 and losses but also enacted a reverse stock split in November (in quickly climbed to $30.00 over the course of three trading days. which 15 shares of the Company’s Common Stock was com- The success was short lived however, by the fourth day the bined into one share). Yet, why did the stock crash when the shares lost half their value and plummeted to $15.00 per share. Company simultaneously announced it would pay down its This volatility was most likely a result of profit-taking, as evident debt? After scrutinizing the deal, it becomes evident the pur- in the matched volume spike seen in the graph below. Since chase agreement entails that the investor has the potential to then, the share price has slowly tapered off and the Company’s significantly dilute the Company’s common stock upon conver- Common Stock continues to trade around the $5.00 price point. sion to a crippling degree. Regardless of speculation, the true answer as to what warranted DryShip’s recent share price volatility appears to ultimately evade investors.

PixarBio Begins Trading on the OTC, Closes Private Place- ment

On November 7, 2016, PixarBio Corporation (OTC:PXRB) announced that it had executed a Private Placement consisting of the sale of $7 million worth of the Company’s Common Stock and Warrants to purchase Common Stock. The Warrants included in the placement are exercisable at $4.50 for 7 years. The deal was announced amid the share price’s downward Newbridge Securities and View Trade Securities facilitated the spiral, 5 trading days post-closing. transaction as co-agents. The Company’s shares traded at According to CNA Finance, PixarBio is at the forefront of a mar- $4.77 when the deal closed, yet the Common Stock involved in ket shift within the pharmaceutical industry and is likely to get a the financing, was sold at $2.00, a 58% discount to market product to market far before its competitors, holding promise for price. investors with long positions. With PixarBio’s shares trading in the single digits once again, this appears to be the prime time to buy, before the Company’s Common Stock sky-rockets upon FDA approval.

Fate Therapeutics (FATE) Raises $57M in PIPE Market

Fate Therapeutics, a biopharmaceutical company dedicated to the development of programmed cellular immunotherapies for cancer and immune disorders, tapped the PIPE market for fund- ing on November 22nd and successfully raised $57 million on rd PixarBio is a biotechnology Company that develops non-opiate November 23 . The financing was accomplished by selling and non-addictive pain treatments. The Company’s flagship $37.5 million worth of the company’s series A convertible pre- product, NeuroRelease, is expected to receive FDA approval in ferred stock and $19 million worth of the company’s common 2018. NeuroRelease is a non-addictive neurological drug de- stock. signed to treat post-operative pain. Investors in the PIPE transaction included entities affiliated with A lot occurred for PixarBio over a short period. On October 31, each of Redmile Group, LLC, BVF Partners L.P., EcoR1 Capi- 2016, the Company graduated from the pink sheets, began tal, LLC and Franklin Advisers, Inc., and other accredited inves- trading on the OTC Market and concurrently closed a Private tors, certain of whom are affiliated with the directors and officers Placement financing. Upon its inauguration on the public stage, of the Company, along with members of the company’s board of

Selected Deals Breakout directors themselves. The money raised in the PIPE is expected While the purchase price and conversion price were set at 9.5% to be used primarily to advance the company’s pipeline of pro- discounts to the market at announcement, the company’s stock grammed cellular immunotherapies and for general corporate price has continued to rise. Even more impressive than a rising purposes. stock price following a discounted capital raise is a rising stock price with heavy dilution from the capital raise. Combining the In order to see the bigger picture at play it is necessary to look common stock sold and the shares issuable upon conversion of back to the beginning of November when the Company reported the preferred stock, dilution from the 2 PIPEs exceeds 60%. Yet its third quarter financial results on November 7th. At this point, throughout it all the stock price climb has continued. as expressed in the chart, the rally of the company’s stock price began and the upward trend has continued through the financings.

“During the quarter, we made substantial progress and intensi- fied our commitment towards accelerating the clinical development of ProTmune and bringing innovative natural killer- and T- cell cancer immunotherapies into the clinic,” said Scott Wol- chko, President and Chief Executive Officer of Fate Therapeu- tics.

With cash, cash equivalents and short-term investments as of September 30, 2016 equal to $46.6 million a capital raise was not entirely necessary for the company. Due to the recent up- swing in the stock market for shares of the company, an oppor- tunity presented itself that the they could not turn down. With inflated prices and a handful of eager investors, the company took advantage of the occasion by raising $57 million at slight discounts to the market price.

Special Analysis—Sector Fund Flows

Investors stuck to their post-election guns when it came to sectors in early December, steering more money into the EPFR Global- tracked Sector Funds they believe will benefit from the reflationary policies promised by US President-elect Donald Trump and pull- ing money out of those they expect will suffer. Both Industrial and Financial Sector Funds absorbed over $1 billion during the week and Infrastructure Sector Funds extended their current inflow streak while Real Estate Sector Funds saw money flow out for the eighth time in the past 10 weeks.

The bulk of the recent flows into Industrial Sector Funds have gone to those with US mandates. although manufacturing indexes for other major markets have been generally positive with the latest Eurozone purchasing manager index (PMI) coming in at a 34 month high.

Redemptions from Gold Funds accelerated ahead of the Fed's last policy meeting of the year, extending their longest outflow streak since the run-up to last year's rate hike in late 4Q15. But Financial Sector Funds took in over $1 billion for the second time since Trump's election as investors priced in a higher return on their loan books.

One of the anticipated winners from Trump's victory, Healthcare/Biotechnology Sector Funds, posted outflows for the second straight week. Hillary Clinton, the defeated Democratic contender and front-runner for much of the campaign, was expected to try and aggressively restrain pharmaceutical prices. But, after a post-election rebound in flows, investor attention has shifted to the uncertainty any effort to roll back reforms to the US healthcare system may trigger.

Deal Summaries 11/14/2016 to 11/30/2016

Basic Materials Sullivan & Worcester LLP and investor counsel was David Gonzalez, Esq. The agreement was reached on November Aqua Metals 21, 2016.

On November 15, 2016, Aqua Metals (NASDAQ CM:AQMS) Consumer - Cyclical announced that it has raised $20,000,000 in a CMPO/Overnight transaction. The common stock was sold at $10.00 per share, Cherokee Inc. an approximate 12% discount to the market price ($11.37) of AQMS at deal announcement. National Securities Corporation On November 28, 2016, Cherokee Inc. (NASDAQ GS:CHKE) acted as Sole Book-Runner on the transaction. Underwriter announced that it has raised $35,007,500 in a CMPO/Overnight counsel was Golenbock Eiseman Assor Bell & Peskoe and issu- transaction. The common stock was sold at $9.50 per share, an er counsel was Greenberg Traurig, LLP.The transaction is ex- approximate 5% discount to the market price ($10.00) of CHKE pected to close on November 21, 2016. at deal announcement. Roth Capital Partners, LLC acted as Sole Manager on the transaction. Underwriter counsel was Low- Bemax, Inc. enstein Sandler LLP and issuer counsel was Morrison & Foerster, LLP. The transaction is expected to close on De- On November 17, 2016, Bemax, Inc. (OTC:BMXC) announced cember 2, 2016. that it has secured up to $2,500,000 in a Structured Equity Line transaction. The purchase price of the stock to be sold in this Consumer - Non-Cyclical (Healthcare) transaction is 80% of the lowest daily volume weighted average price, (a 20% effective discount). Warrants were not disclosed. Q BioMed Inc. The investor was Kodiak Capital Group, LLC. The agreement was reached on November 14, 2016. On November 30, 2016, Q BioMed Inc. (OTC:QBIO) announced that it has raised $1,500,000 in a Convertible Debentures trans- Communications action. The conversion price the lesser of $4.00 or a 7% discount to the market. of the Convertible Debentures is per share, Cogint, Inc an approximate to the market price ($3.48) of QBIO at deal announcement. The Investor was Yorkville Advisors Global. On November 23, 2016, Cogint, Inc (NASDAQ GM:COGT) announced that it has raised $6,000,000 in a Registered Direct transaction. The common stock was sold at $3.00 per share, an Ocular Therapeutix, Inc. approximate 12% discount to the market price ($3.40) of COGT at deal announcement. A series of 1,000,000 60-Month War- On November 30, 2016, Ocular Therapeutix, Inc. (NASDAQ rants (50% Coverage) with an exercise price of $3.75 per share GM:OCUL) announced that it has secured up to $40,000,000 (10.3% premium) was issued to the investors in this transaction. in an ATM (At the Market) transaction. The purchase price is the Chardan Capital Markets acted as the exclusive agent on prevailing market price at the time of the Draw Down Notice. the transaction. The investors were Empery Asset Management Cantor Fitzgerald & Company acted as the exclusive agent and IntraCoastal Capital. Issuer counsel was Akerman LLP. on the transaction. Placement Agent counsel was Ropes & The offering is expected to close on or before November 29, Gray issuer counsel was Wilmer Cutler Pickering Hale & 2016, subject to customary closing conditions. Dorr. The agreement was reached on November 29, 2016.

Airborne Wireless Network NewLink Genetics Corporation

On November 22, 2016, Airborne Wireless Network On November 29, 2016, NewLink Genetics Corporation (OTC:ABWN) announced that it has raised $1,200,000 in a (NASDAQ GM:NLNK) announced that it has secured up to Common Stock transaction. The common stock was sold at $40,000,000 in an ATM (At the Market) transaction. The pur- $0.80 per share, an approximate 10% premium to the market chase price is the prevailing market price at the time of the price ($0.73) of ABWN at deal announcement. A series of Draw Down Notice. Cantor Fitzgerald & Company acted as the 1,500,000 12-Month Warrants (100% Coverage) with an exer- exclusive agent on the transaction. Placement Agent counsel cise price of $1.25 per share (71% premium) was issued to the was Latham & Watkins, LLP and issuer counsel was Cooley investors in this transaction. The transaction closed on Novem- LLP. ber 22, 2016.

Skyline Medical Inc. EZTD, Inc.

On November 29, 2016, Skyline Medical Inc. (NASDAQ On November 28, 2016, EZTD, Inc. (OTC:EZTD) announced CM:SKLN) announced that it has raised $1,983,337 in a that it has secured up to $10,000,000 in an ATM (At the Market) Registered Direct transaction. The common stock was sold at transaction. The purchase price is the prevailing market price at $2.62 per share, an approximate 3% discount to the market the time of the Draw Down Notice. The investor was YAII PN, price ($2.69) of SKLN at deal announcement. A series of Limited. Issuer counsel was Zysman Aharoni Gayer and 756,999 60-Month Warrants (100% Coverage) with an exercise

Deal Summaries 11/14/2016 to 11/30/2016 price of $4.46 per share (65.80% premium) was issued to the price of the Convertible Preferred Stock is $2.66 per share, an investors in this transaction. Dawson James Securities acted as approximate 3.62% discount to the market price ($2.76) of the exclusive agent on the transaction. Placement Agent coun- FATE at deal announcement. Warrants were not disclosed. sel was Schiff Hardin & Waite and issuer counsel was Malson Leerink Swann, LLC acted as the exclusive agent on the LLP. The transaction closed on 11/29/2016. transaction. The investor was Redmile Capital Offshore Fund II, Limited. Issuer counsel was Goodwin Procter, LLP, and investor counsel was Seward & Kissel LLP. The transaction is Jaguar Animal Health, Inc. expected to close on November 23, 2016.

On November 23, 2016, Jaguar Animal Health, Inc. (NASDAQ CM:JAGX) announced that it has raised $1,000,000 in a TRACON Pharmaceuticals Common Stock transaction. The common stock was sold at $0.60 per share, an approximate 20% discount to the market On November 22, 2016, TRACON Pharmaceuticals (NASDAQ price ($0.75) of JAGX at deal announcement. A series of GM:TCON) announced that it has raised $15,093,750 in a 1,666,668 60-Month Warrants with an exercise price of $0.75 CMPO/Overnight transaction. The common stock was sold at per share (0% premium) were issued to the investors in this $5.75 per share, an approximate 17% discount to the market transaction. An additional series of 1,666,668 6-Month Warrants price ($6.90) of TCON at deal announcement.Jefferies & Com- with an exercise price of $0.90 per share (20% premium) were pany and Stifel Nicolaus Weisel acted as Joint Book- issued to the investors in this transaction. An additional series of Runners and BTIG, LLC acted as Co-Manager on the transac- 1,666,668 12-Month Warrants with and exercise price of $1.00 tion. Underwriter counsel was Covington & Burling and issuer per share (33.3% premium) were issued to the investors in this counsel was Cooley LLP. The transaction is expected to close transaction. Total Warrant Coverage is 300%. H.C. Wainwright on November 29, 2016. & Co., LLC acted as the exclusive agent on the transaction. Issuer counsel was Reed Smith, LLP. The closing is expected Corbus Pharmaceuticals Holdings, Inc. to occur on or about November 29, 2016 and is subject to satisfaction of customary closing conditions. On November 23, 2016, Corbus Pharmaceuticals Holdings, Inc. (NASDAQ CM:CRBP) announced that it has secured up to Rosetta Genomics Limited $35,000,000 in an ATM (At the Market) transaction. The purchase price is the prevailing market price at the time of the On November 23, 2016, Rosetta Genomics Limited (NASDAQ Draw Down Notice. Cantor Fitzgerald & Company acted as the CM:ROSG) announced that it has raised $1,292,500 in a exclusive agent on the transaction. Placement Agent counsel Convertible Unsecured Debentures transaction. The fixed con- was Covington & Burling and issuer counsel was Lowenstein version price of the Convertible Unsecured Debentures is $0.50 Sandler LLP. per share, an approximate 20.63% discount to the market price ($0.63) of ROSG at deal announcement. Aegis Capital Corpora- Sorrento Therapeutics, Inc. tion acted as Lead Agent and Maxim Group LLC acted as Co-Agent on the transaction. Placement Agent counsel was Zysman Aharoni Gayer and Sullivan & Worcester LLP and On November 28, 2016, Sorrento Therapeutics, Inc. (NASDAQ issuer counsel was Mintz, Levin, Cohn, Ferris, Glovsky & CM:SRNE) announced that it has raised $75,000,000 in a Popeo, PC. Non-Convertible Secured Notes transaction. The securities accrue interest at a rate of 9%. The investor was Hercules Capi- tal. The transaction closed on November 23, 2016. Rosetta Genomics Limited This Placement funds in three tranches. The first tranche of On November 23, 2016, Rosetta Genomics Limited (NASDAQ $50,000,000 funded on 11/23/2016, the second tranche of CM:ROSG) announced that it has raised $3,160,000 in a $10,000,000 may fund up until 09/30/2017, and the third Convertible Unsecured Debentures transaction. The fixed con- tranche of $15,000,000 may fund up until 06/30/2018. version price of the Convertible Unsecured Debentures is $0.50 per share, an approximate 20.63% discount to the market price Fate Therapeutics, Inc. ($0.63) of ROSG at deal announcement. A series of 10,000,000 60-Month Warrants (158% Coverage) with an exercise price of $0.85 per share (34.92%premium) was issued to the investors On November 22, 2016, Fate Therapeutics, Inc. (NASDAQ in this transaction. Aegis Capital Corporation acted as Lead GM:FATE) announced that it has raised $19,249,986 in a Agent and Maxim Group LLC acted as Co-Agent on the trans- Common Stock transaction. The common stock was sold at action. Placement Agent counsel was Zysman Aharoni Gayer $2.66 per share, an approximate 4% discount to the market and Sullivan & Worcester LLP and issuer counsel was price ($2.76) of FATE at deal announcement. Leerink Swann, Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, PC. The trans- LLC acted as the exclusive agent on the transaction. The action is expected to close on November 29, 2016. investors were BVF Partners, EcoR1 Capital, and Franklin Advisers. Issuer counsel was Goodwin Procter, LLP, and investor counsel was Seward & Kissel LLP. The transaction is Fate Therapeutics, Inc. expected to close on November 23, 2016.

On November 22, 2016, Fate Therapeutics, Inc. (NASDAQ Aimmune Therapeutics, Inc. GM:FATE) announced that it has raised $37,500,002 in a Convertible Preferred Stock transaction. The fixed conversion 9

Deal Summaries 11/14/2016 to 11/30/2016

On November 04, 2016, Aimmune Therapeutics, Inc. (NASDAQ per share (0.70% premium) were issued to the investors in this GS:AIMT) announced that it has raised $145,000,013 in a transaction. An additional series of 25,000,000 12-Month War- Common Stock transaction. The common stock was sold at rants with an exercise price of $1.72 per share (21.13% premi- $19.20 per share, an approximate 17% premium to the market um) were issued to the investors in this transaction. Total War- price ($16.47) of AIMT at deal announcement. The investor was rant Coverage is 200%. Cantor Fitzgerald & Company acted Nestlé Health Science. The companies expect to close the as the Sole Book-Runner on the transaction. Underwriter coun- equity investment by the end of 2016, subject to the expiration sel was Latham & Watkins, LLP and issuer counsels were Gra- or termination of applicable waiting periods under all applicable cin & Marlow LLP and Parsons Behle & Latimer. The trans- antitrust laws and satisfaction of other usual and customary action is expected to close on November 18, 2016. closing conditions. Pressure BioSciences, Inc. Immune Pharmaceuticals Inc. On November 14, 2016, Pressure BioSciences, Inc. On November 17, 2016, Immune Pharmaceuticals Inc. (OTC:PBIO) announced that it intends to raise up (NASDAQ CM:IMNP) announced that it has raised $2,500,000 in a Common Stock transaction. The common stock $1,050,000 in a Convertible Notes transaction. The fixed con- will be sold at $0.40 per share, an approximate 29% premium to version price of the Convertible Notes is the sum of the portion the market price ($0.31) of PBIO at deal announcement. A se- of the Principal to be converted and accrued and unpaid Interest ries of up to 6,250,000 Warrants (100% Coverage) with an exer- with respect to such Principal divided by 80% of the lowest in- cise price of $0.50 per share (61.29% premium) will be issued traday bid price on the date of conversion. The investor was to the investors in this transaction. Placement agent was Gar- HLHW IV, LLC. Issuer counsel was Sheppard, Mullin, Rich- den State Securities. ter & Hampton, LLP. Note that $610,000 was received in escrow between August Spring Bank Pharmaceuticals, Inc. 29th and November 10th, 2016. Further tranches are expected to close in the future. On November 18, 2016, Spring Bank Pharmaceuticals, Inc. (NASDAQ CM:SBPH) announced that it has raised Consumer - Non-Cyclical (Non-Healthcare) $15,000,001 in a Common Stock transaction. The common stock was sold at $9.12 per share, an approximate 1% premium Team, Inc. to the market price ($8.99) of SBPH at deal announcement. A series of 1,644,737 60-Month Warrants (100% Coverage) with an exercise price of $10.79 per share (20% premium) was is- On November 28, 2016, Team, Inc. (NYSE:TISI) announced sued to the investors in this transaction. William Blair & Compa- that it has secured up to $150,000,000 in an ATM (At the Mar- ny, LLC acted as the exclusive agent on the transaction. ket) transaction. The purchase price is the prevailing market The investors include UBS Oncology Impact Fund. Issuer coun- price at the time of the Draw Down Notice. Bank of America sel was Wilmer Cutler Pickering Hale & Dorr. The financing is Merrill Lynch, Raymond James & Associates, and SunTrust expected to close on or about November 23, 2016, subject to Robinson Humphrey acted as agents on the transaction. the satisfaction of certain customary closing conditions. Placement Agent counsel was Greenberg Traurig, LLP and issuer counsel was Locke Lord LLP. Neurotrope, Inc. Eastside Distilling, Inc. On November 18, 2016, Neurotrope, Inc. (OTC:NTRP) announced that it has raised $20,183,500 in a Common Stock On November 21, 2016, Eastside Distilling, Inc. (OTC:ESDI) transaction. The common stock was sold at $0.20 per share, an announced that it has raised $1,040,000 in a Units (Common approximate 38% discount to the market price ($0.32) of NTRP Stock + Warrants) transaction. The common stock was sold at at deal announcement. A series of 122,517,500 60-Month War- $1.30 per share, an approximate 33% discount to the market rants (100% Coverage) with an exercise price of $0.40 per price ($1.95) of ESDI at deal announcement. A series of share (25% premium) was issued to the investors in this trans- 800,000 36-Month Warrants (100% Coverage) with an exercise action. Katalyst Securities LLC and GP Nurmenkari acted as price of $2.50 per share (28.2% premium) was issued to the agents on the transaction. Note that this Placement funded in investors in this transaction. tranches. The first tranche of $20,183,500 funded on 11/17/2016 and the second tranche of $4.3 million funded on Navios Maritime Partners LP 11/22/2016. On November 18, 2016, Navios Maritime Partners LP Synthetic Biologics, Inc. (NYSE:NMM) announced that it has secured up to $25,000,000 in an ATM (At the Market) transaction. The pur- On November 14, 2016, Synthetic Biologics, Inc. (NYSE MKT chase price is the prevailing market price at the time of the (AMEX):SYN) announced that it has raised $25,000,000 in a Draw Down Notice. S. Goldman Capital acted as the exclusive CMPO/Overnight transaction. The common stock was sold at agent on the transaction. Placement Agent counsel was Fried, $1.00 per share, an approximate 30% discount to the market Frank, Harris, Shriver & Jacobson and issuer counsels price ($1.42) of SYN at deal announcement. A series of were Reeder & Simpson and Thompson & Hine. 25,000,000 48-Month Warrants with an exercise price of $1.43 10

Deal Summaries 11/14/2016 to 11/30/2016

Energy Financial

Plains All American Pipeline, L.P. Farmland Partners Inc.

On December 01, 2016, Plains All American Pipeline, L.P. On November 29, 2016, Farmland Partners Inc. (NYSE:FPI) (NYSE:PAA) announced that it has secured up to announced that it has raised $34,875,000 in a CMPO/ $750,000,000 in an ATM (At the Market) transaction. The pur- Overnight transaction. The common stock was sold at $11.25 chase price is the prevailing market price at the time of the per share, an approximate 5% discount to the market price Draw Down Notice. Barclays Capital, BB&T Capital Markets, ($11.84) of FPI at deal announcement. Robert W. Baird & Co. BNP Paribas Securities Corporation, Citigroup Global Mar- and Stifel Nicolaus Weisel acted as active Book-Running Man- kets, Deutsche Bank Securities, Fifth Third Bank, J.P. Mor- agers, Janney Montgomery Scott and Wunderlich Securities gan Chase, Jefferies & Company, Mitsubishi UFJ Securi- acted as passive Book-Running Managers, FBR Capital Mar- ties, Mizuho Securities, Morgan Stanley, Scotia Howard kets acted as Co-Manager on the transaction. Placement Weil, SMBC Nikko Securities America, SunTrust Robinson Agent counsel was Hunton & Williams, LLP and issuer counsel Humphrey, and Wells Fargo Securities acted as agents on was Morrison & Foerster, LLP. The transaction is expected to the transaction. Placement Agent counsel was Baker Botts and close on December 5, 2016. issuer counsel was Vinson & Elkins. The agreement was reached on November 30, 2016. Fidus Investment Corporation

GulfMark Offshore, Inc. On November 28, 2016, Fidus Investment Corporation (NASDAQ GS:FDUS) announced that it has raised On November 23, 2016, GulfMark Offshore, Inc. (NYSE:GLF) $46,620,000 in a CMPO/Overnight transaction. The common announced that it has raised $50,000,000 in a Convertible Pre- stock was sold at $16.65 per share, an approximate 2% dis- ferred Stock transaction. The fixed conversion price of the Con- count to the market price ($17.07) of FDUS at deal announce- vertible Preferred Stock is $1.31 per share, an approximate ment. Raymond James & Associates, Robert W. Baird & Co., 10% discount to the market price ($1.45) of GLF at deal an- and Keefe, Bruyette & Woods acted as joint Book-Runners, nouncement. Warrants were not disclosed. The investor was D.A. Davidson & Co., Janney Montgomery Scott, and Op- MFP Partners L.P. and Franklin Mutual Advisers. Issuer penheimer & Co. Inc. acted as Co-Lead Mangers on the counsel was Vinson & Elkins, LLP, and investor counsel was transaction. Placement Agent counsel was Morrison & Foer- Paul, Weiss, Rifkind, Wharton & Garrison. The transaction ster, LLP and issuer counsel was Sutherland Asbill & is expected to close in December 2016. Brennan, LLP. The transaction is expected to close on December 2, 2016. Ener-Core, Inc. Bridge Bancorp, Inc. On November 25, 2016, Ener-Core, Inc. (OTC:ENCR) announced that it has raised $3,600,000 in a Convertible Senior On November 21, 2016, Bridge Bancorp, Inc. (NASDAQ Secured Promissory Notes transaction. The fixed conversion GS:BDGE) announced that it has raised $50,003,000 in a price of the Convertible Senior Secured Promissory Notes is CMPO/Overnight transaction. The common stock was sold at $2.50 per share, an approximate 9.09% discount to the market $31.00 per share, an approximate 3% discount to the market price ($2.75) of ENCR at deal announcement. A series of price ($31.85) of BDGE at deal announcement. Sandler O'Neill 1,423,200 60-Month Warrants (99% Coverage) with an exer- & Partners, L.P. and Keefe, Bruyette & Woods, Inc. acted cise price of $3.00 per share (9% premium) was issued to the as Joint Book-Runners on the transaction. Placement Agent investors in this transaction. Oppenheimer & Co. acted as the counsel was Kilpatrick Townsend & Stockton LLP and issuer exclusive agent on the transaction. Placement Agent counsel counsel was Luse Gorman. The transaction closed on Novem- was Sichenzia Ross Friedman Ference, issuer counsel was ber 28, 2016. K&L Gates, and investor counsel was Schulte Roth & Zabel. The Company expects that the initial closing will Independent Bank Group, Inc. occur on November 29, 2016.

On November 22, 2016, Independent Bank Group, Inc. Weatherford International plc (NASDAQ GS:IBTX) announced that it has raised $21,000,000 in a Common Stock transaction. The common On November 16, 2016, Weatherford International plc stock was sold at $52.50 per share, an approximate 4% dis- (NYSE:WFT) announced that it has raised $456,300,000 in count to the market price ($54.55) of IBTX at deal announce- a Registered Direct transaction. The common stock was sold at ment. Stephens Inc. acted as the exclusive agent on the trans- $5.40 per share, an approximate 5% premium to the market action. The transaction is expected to close on November 29, price ($5.14) of WFT at deal announcement. A series of 2016. 84,500,000 30-Month Warrants (100% Coverage) with an exercise price of $6.43 per share (25.1% premium) was issued to Franklin Financial Network, Inc. the investors in this transaction. J.P. Morgan Chase & Co. acted as the exclusive agent on the transaction. Placement Agent counsel was Morrison & Foerster and issuer counsel was Lat- On November 15, 2016, Franklin Financial Network, Inc. ham & Watkins. (NYSE:FSB) announced that it has raised $71,760,000 in a

Deal Summaries 11/14/2016 to 11/30/2016

CMPO/Overnight transaction. The common stock was sold at On November 25, 2016, Akoustis Technologies, Inc. $32.00 per share, an approximate 11% discount to the market (OTC:AKTS) announced that it has raised $1,610,000 in a price ($35.95) of FSB at deal announcement. Raymond James Common Stock transaction. The common stock was sold at & Associates Inc. acted as active Book-Running Manager, $5.00 per share, an approximate 9% discount to the market Stephens Inc. acted as passive Book-Running Manager, Pip- price ($5.50) of AKTS at deal announcement. The Investors er Jaffray & Co. acted as Lead Manager, and Compass include officers of the Company and members of the board of Point and FIG Partners acted as Co-Managers on the transac- directors. tion. Underwriter counsel was Alston & Bird, LLP and issuer counsel was Baker, Donelson, Bearman, Caldwell & Berkowitz, Air Industries Group Inc. PC. The transaction closed on November 21, 2016.

On November 30, 2016, Air Industries Group Inc. (NYSE MKT Dynex Capital, Inc. (AMEX):AIRI) announced that it has raised $1,400,000 in a Convertible Subordinated Notes transaction. The fixed conver- On November 21, 2016, Dynex Capital, Inc. (NYSE:DX) an- sion price of the Convertible Subordinated Notes is $2.25 per nounced that it has secured up to $50,000,000 in an ATM (At share, an approximate 34.78% discount to the market price the Market) transaction. The purchase price is the prevailing ($3.45) of AIRI at deal announcement. A series of 124,444 60- market price at the time of the Draw Down Notice. JonesTrading Month Warrants (20% Coverage) with an exercise price of $3.00 Institutional Services and Ladenburg Thalmann & Co. acted per share (13.04% discount) was issued to the investors in this as agents on the transaction. Issuer counsel was Troutman transaction. Taglich Brothers, Inc. acted as the exclusive agent Sanders, LLP. on the transaction. The investors include Shadow Capital LLC. The transaction closed on 11/23/2016. Main Street Capital Corporation Kratos Defense & Security Solutions, Inc. On November 18, 2016, Main Street Capital Corporation (NYSE:MAIN) announced that it has secured up to On November 17, 2016, Kratos Defense & Security Solutions, $1,500,000,000 in an ATM (At the Market) transaction. The Inc. (NASDAQ GS:KTOS) announced that it has raised purchase price is the prevailing market price at the time of the $70,020,000 in a CMPO/Overnight transaction. The common Draw Down Notice. Goldman, Sachs & Co., Raymond James & stock was sold at $6.00 per share, an approximate 12% dis- Associates, RBC Capital Markets, and Robert W. Baird & count to the market price ($6.85) of KTOS at deal announce- Co. acted as agents on the transaction. Placement Agent ment. Canaccord Genuity and B. Riley & Co. acted as joint Book counsel was Fried, Frank, Harris, Shriver & Jacobson and issuer -Running Managers and Noble Financial Capital Markets acted counsel was Sutherland Asbill & Brennan, LLP. as Co-Manager on the transaction. Underwriter counsel was Sullivan & Cromwell and issuer counsel was DLA Piper and Paul Hastings LLP . The transaction is expected to close on Kingsway Financial Services Inc. November 23, 2016.

On November 16, 2016, Kingsway Financial Services Inc. (NYSE:KFS) announced that it has raised $10,499,996 in a Seanergy Maritime Holdings Corporation Common Stock transaction. The common stock was sold at $6.50 per share, an approximate 11% premium to the market On November 18, 2016, Seanergy Maritime Holdings Corpora- price ($5.83) of KFS at deal announcement. Warrants were not tion (NASDAQ CM:SHIP) announced that it has raised disclosed. The investors were Yorkmont Capital Partners, LP $3,588,750 in a Registered Direct transaction. The common and GrizzlyRock Capital. Issuer counsel was McDermott, Will & stock was sold at $2.75 per share, an approximate 30% dis- Emery, and investor counsel was Thompson Coburn, LLP. count to the market price ($3.91) of SHIP at deal announce- The transaction closed on November 16, 2016. ment. Maxim Group LLC acted as the exclusive agent on the transaction. Issuer counsel was Seward & Kissel. The transaction is expected to close on November 23, 2016. Industrial

Terra Tech Corporation Cherubim Interests, Inc.

On November 22, 2016, Cherubim Interests, Inc. (OTC:CHIT) On November 28, 2016, Terra Tech Corporation (OTC:TRTC) announced that it has secured up to $20,000,000 in a Struc- announced that it has secured up to $5,000,000 in a Structured tured Equity Line transaction. The purchase price of the stock to Equity Line transaction. The purchase price of the stock to be be sold in this transaction is 95% of the average of the 3 lowest sold in this transaction is 85% of the 5 consecutive Trading daily volume weighted average prices of the Common Stock in Days immediately following the receipt of a Put Notice. The the 5 trading days prior to the delivery of a Draw Down Notice, investor was Tangiers Capital. (a 55% effective discount). The investor was Dominion Capital LLC. Issuer counsel was Baker & Hostetler. DryShips, Inc.

Akoustis Technologies, Inc. On November 17, 2016, DryShips, Inc. (NASDAQ CM:DRYS) announced that it has raised $20,000,000 in a Registered Direct Convertible Preferred Stock transaction. The fixed conversion

Deal Summaries 11/14/2016 to 11/30/2016 price of the Convertible Preferred Stock is $30.00 per share, an price ($0.78) of RMGN at deal announcement. The Rights Rec- approximate 58.9% discount to the market price ($73.00) of ord Date is 11/29/2016. The Rights Ex-Date is 12/22/2016. The DRYS at deal announcement. The investor was Kalani Invest- Rights Offering Ratio is 0.2099. Monarch Capital Group, LLC ments Limited. Issuer counsel was Seward & Kissel LLP. acted as Manager on the transaction. Issuer counsel was The transaction is expected to close on November 21, 2016. Greenberg Traurig, LLP.

BioHiTech Global, Inc. Smart Server, Inc.

On November 22, 2016, BioHiTech Global, Inc. (OTC:BHTG) On December 02, 2016, Smart Server, Inc. (OTC:SUYT) an- announced that it has raised $1,250,000 in a Convertible Prom- nounced that it has raised $1,350,000 in a Common Stock issory Notes transaction. A series of 1,250 60-Month Warrants transaction. The common stock was sold at $1.50 per share. with an exercise price of $3.30 per share (7.84%premium) was The transaction closed on November 28, 2016. issued to the investors in this transaction. The transaction closed on November 18, 2016. In connection with the Private Placement, the Company also entered into loan agreements with the Purchasers, pursuant to BIO-key International, Inc. which the Purchasers will loan to the Company their pro rata share of up to $1,350,000 in the aggregate upon the request of On November 21, 2016, BIO-key International, Inc. (OTC:BKYI) the Company at any time on or after January 31, 2017 and be- announced that it has raised $1,860,000 in a Common Stock fore November 1, 2020, pursuant to the terms of the convertible transaction. The common stock was sold at $0.30 per share, an promissory note attached to each of the Loan Agreements. approximate 20% premium to the market price ($0.25) of BKYI at deal announcement. The Investor was a member of the Com- Ehave, Inc. pany’s board of directors. The transaction closed on November 18, 2016. On November 22, 2016, Ehave, Inc. (OTC:EHVVF) announced that it has raised $1,500,026 in a Convertible Promissory Notes Eastman Kodak Company transaction. Upon the closing of a Qualified Offering, all of the principal and accrued and unpaid interest then outstanding un- On November 07, 2016, Eastman Kodak Company der the Notes shall, at the lender's discretion, become due and (NYSE:KODK) announced that it has raised $200,000,000 in payable in cash or convert into the number of securities sold in a Convertible Preferred Stock transaction. The fixed conversion the Qualified Offering at a conversion price equal to the lesser of price of the Convertible Preferred Stock is $17.40 per share, an (i) a price per share assuming a $5,500,000 pre-Qualified Offer- approximate 17.57% premium to the market price ($14.80) of ing valuation of Ehave or (ii) a 20% discount to the price that KODK at deal announcement. Foros acted as the Financial shares are sold in the Qualified Offering. Note that this Place- ment will fund in tranches. Each closing of Notes and Warrants Advisor on the transaction. The investor was Southeastern As- set Management. Investor counsels were Lowenstein is subject to various closing conditions, including, in certain in- Sandler LLP and Shearman & Sterling, LLP and issuer stances, the consent of the lenders. counsel was Day Pitney LLP and Sullivan & Cromwell. The transaction is expected to close in November 2016. Monster Digital, Inc.

Midwest Energy Emissions Corporation On November 28, 2016, Monster Digital, Inc. (NASDAQ CM:MSDI) announced that it has raised $2,500,000 in a Common Stock transaction. The common stock was sold at On November 15, 2016, Midwest Energy Emissions Corporation (OTC:MEEC) announced that it has raised $13,457,962 in a $1.50 per share, an approximate 3% premium to the market Common Stock transaction. The common stock was sold at price ($1.45) of MSDI at deal announcement. $1.20 per share, an approximate 25% discount to the market price ($1.60) of MEEC at deal announcement. Oppenheimer & Note that $500,000 of this Placement funded on November 21, Co. acted as Lead Agent and Feltl and Company acted as 2016 with tranches totaling up to $2,000,000 expected to be Co-Agent on the transaction. Issuer counsel was Kaye Cooper funded in the future. Fiore Kay & Rosenberg, LLP and investor counsel was Sichenzia Ross Friedman Ference, LLP. The transaction is Utilities expected to close on November 18, 2016.

Ormat Technologies, Inc. Technology

On November 30, 2016, Ormat Technologies, Inc. (NYSE:ORA) RMG Networks Holding Corporation announced that it has raised $92,500,000 in a Non-Convertible Senior Secured Notes transaction. The securities accrue inter- On November 30, 2016, RMG Networks Holding Corporation est at a rate of 4.03%.CIBC World Markets acted as the exclu- (NASDAQ CM:RMGN) announced a Rights Offering transac- sive agent on the transaction. Issuer counsel was Chadbourne tion of up to $4,799,984. The Total Rights Offered is 7,741,909 & Parke, LLP. The transaction closed on November 30, at $0.62 per share, an approximate 21% discount to the market 2016.

Year-to-Date Private Placements - All Deals excluding ATMs, SELs, and Rights Offerings

Most Active Sector by Number of Dollars Most Active Sector by Deals Financial $11,476,247,243 Consumer- Non-Cyclical (Healthcare) 305

Energy $8,599,864,845 Financial 102

Consumer- Non-Cyclical (Healthcare) $6,117,280,464 Industrial 76

Utilities $3,863,456,630 Energy 70

Communications $3,133,853,439 Technology 59

Industrial $3,071,534,943 Consumer- Non-Cyclical (Non-Healthcare) 51

Consumer- Cyclical $1,373,758,944 Communications 50

Technology $1,312,908,511 Basic Materials 46

Consumer- Non-Cyclical (Non-Healthcare) $1,116,204,676 Consumer- Cyclical 21

Basic Materials $544,993,888 Utilities 20

Diversified $53,725,000 Diversified 4

Grand Total $40,663,828,583 Grand Total 804

Most Active Sector by % of Dollars Most Active Sector by % of Deals

Financial 28.22% Consumer- Non-Cyclical (Healthcare) 37.94%

Energy 21.15% Financial 12.69%

Consumer- Non-Cyclical (Healthcare) 15.04% Industrial 9.45%

Utilities 9.50% Energy 8.71%

Communications 7.71% Technology 7.34%

Industrial 7.55% Consumer- Non-Cyclical (Non-Healthcare) 6.34%

Consumer- Cyclical 3.38% Communications 6.22%

Technology 3.23% Basic Materials 5.72%

Consumer- Non-Cyclical (Non-Healthcare) 2.74% Consumer- Cyclical 2.61%

Basic Materials 1.34% Utilities 2.49%

Diversified 0.13% Diversified 0.50%

Grand Total 100.00% Grand Total 100.00%

Year-to-Date Private Placements - Reg D and Reg S Year-to-Date - RDs, CMPOs, ATMs, SELs

Structure Deals $ Proceeds Structure Deals $ Proceeds

Common Stock 278 $14,311,345,606 ATM (At the Market) Offering* 217 $37,310,787,541

Convertible - Company Installment Common Stock - CMPO/Overnight 11 $157,055,000 121 $3,705,517,417 (Self-Amortizing) Offering Common Stock - Shelf Sale Convertible - Fixed 138 $11,916,022,134 87 $1,360,741,982 (Registered Direct) Convertible - Floating 27 $930,573,853 Structured Equity Line* 52 $558,578,000 Convertible - Reset 14 $928,277,500 Total 477 $42,935,624,940 Non-Convertible Debt/Preferred 122 $7,204,045,091 * Commitment Amount Stock

Unknown Structure 6 $150,250,000

Grand Total 596 $35,597,569,184

Excludes all 144-A Offerings,, Rights Offerings, Bought Deals, and all PIPE transactions conducted by foreign issuers that trade in the U.S. on the OTC. On transactions where an investment banking firm has acted solely as Financial Advisor, that transaction has been excluded from that firm’s ranking. Co-agented transactions award full transaction credit to all agents participating (regardless of status of lead agent or co-agent.

Top 25 Agents - Total Deals Placed Top 25 Agents - Total Amount Invested

Ranking Agent Name Deals Amount Raised Ranking Placement Agent Name Deal USD Amount

1 H.C. Wainwright & Co., LLC 58 $779,130,816 1 J.P. Morgan Chase & Co. 7 $2,574,586,109

2 Roth Capital Partners, LLC 46 $914,178,676 2 Barclays Capital, Inc. 5 $1,599,353,490

3 Maxim Group LLC 32 $242,134,386 3 Goldman, Sachs & Co. 4 $1,456,827,934

4 Chardan Capital Markets 24 $179,426,921 4 Citigroup Global Markets, Inc. 3 $1,110,000,005

5 Cowen and Company, LLC 20 $575,673,947 5 Roth Capital Partners, LLC 46 $914,178,676

6 Jefferies & Company, Inc. 17 $868,009,989 6 Jefferies & Company, Inc. 17 $868,009,989

7 Oppenheimer & Co. Inc. 17 $310,914,282 7 Wells Fargo Securities, LLC 7 $801,100,235

8 Piper Jaffray & Co. 16 $663,817,996 8 RBC Capital Markets, Inc. 6 $796,954,126

9 Aegis Capital Corporation 16 $78,670,608 9 H.C. Wainwright & Co., LLC 58 $779,130,816

10 Canaccord Genuity Inc. (US) 14 $688,920,792 10 Canaccord Genuity Inc. (US) 14 $688,920,792

11 Raymond James & Associates Inc. 14 $441,611,017 11 Piper Jaffray & Co. 16 $663,817,996

12 Craig-Hallum Capital Group LLC 13 $288,015,976 12 Morgan Stanley 5 $660,720,000

13 Leerink Swann, LLC 12 $579,521,621 13 Eastdil Secured 1 $621,827,934

14 Ladenburg Thalmann & Co., Inc. 12 $326,247,072 14 Leerink Swann, LLC 12 $579,521,621

15 Cantor Fitzgerald & Company 10 $424,938,204 15 Cowen and Company, LLC 20 $575,673,947

16 Stifel Nicolaus Weisel 10 $353,623,750 16 Raymond James & Associates Inc. 14 $441,611,017

17 Sandler O'Neill & Partners, L.P. 10 $341,255,499 17 Centerview Partners 1 $435,000,000

18 National Securities Corporation 10 $140,759,535 18 Needham & Company, LLC 8 $430,059,276

19 Northland Securities, Inc. 9 $173,176,996 19 DnB NOR Markets 4 $425,000,002

20 Needham & Company, LLC 8 $430,059,276 20 Cantor Fitzgerald & Company 10 $424,938,204

21 FBR Capital Markets 8 $281,399,234 21 Janney Montgomery Scott, Inc. 7 $378,944,997

22 B. Riley & Co. 8 $193,034,390 22 Keefe, Bruyette & Woods, Inc. 7 $370,024,256

23 Laidlaw & Company (UK) Ltd. 8 $81,055,434 23 J. Wood Capital Advisors LLC 3 $365,000,000

24 Katalyst Securities LLC 8 $75,541,662 24 Stifel Nicolaus Weisel 10 $353,623,750

25 Dawson James Securities, Inc. 8 $27,447,338 25 Sandler O'Neill & Partners, L.P. 10 $341,255,499

Top 25 Agents - RDs and CMPOs by Deals Top 25 Agents - RDs and CMPOs by Dollars

Rank Agent Name Deals Amount Raised Rank Agent Name Deals Amount Raised

1 H.C. Wainwright & Co., LLC 48 $684,294,625 1 Roth Capital Partners, LLC 35 $714,574,816

2 Roth Capital Partners, LLC 35 $714,574,816 2 H.C. Wainwright & Co., LLC 48 $684,294,625

3 Maxim Group LLC 16 $176,157,077 3 Canaccord Genuity Inc. (US) 12 $666,840,800

4 Jefferies & Company, Inc. 13 $528,009,982 4 Jefferies & Company, Inc. 13 $528,009,982

5 Raymond James & Associates Inc. 13 $389,611,017 5 RBC Capital Markets, Inc. 4 $523,448,722

6 Chardan Capital Markets 13 $104,535,590 6 Leerink Swann, LLC 8 $498,247,500

7 Canaccord Genuity Inc. (US) 12 $666,840,800 7 J.P. Morgan Chase & Co. 2 $493,612,000

8 Cowen and Company, LLC 12 $443,470,208 8 Cowen and Company, LLC 12 $443,470,208

9 Oppenheimer & Co. Inc. 12 $267,105,000 9 Piper Jaffray & Co. 11 $430,660,493

10 Piper Jaffray & Co. 11 $430,660,493 10 Needham & Company, LLC 8 $430,059,276

11 Stifel Nicolaus Weisel 10 $353,623,750 11 Raymond James & Associates Inc. 13 $389,611,017

12 Ladenburg Thalmann & Co., Inc. 9 $278,913,750 12 Stifel Nicolaus Weisel 10 $353,623,750

13 Leerink Swann, LLC 8 $498,247,500 13 Keefe, Bruyette & Woods, Inc. 6 $348,024,250

14 Needham & Company, LLC 8 $430,059,276 14 Cantor Fitzgerald & Company 8 $279,938,202

15 Cantor Fitzgerald & Company 8 $279,938,202 15 Ladenburg Thalmann & Co., Inc. 9 $278,913,750

16 National Securities Corporation 8 $129,677,197 16 Robert W. Baird & Co. 4 $276,908,750

17 FBR Capital Markets 7 $261,399,234 17 Seaport Global Securities LLC 5 $271,106,250

18 BTIG, LLC 7 $260,449,032 18 SunTrust Robinson Humphrey, Inc. 6 $267,418,000

19 Keefe, Bruyette & Woods, Inc. 6 $348,024,250 19 Oppenheimer & Co. Inc. 12 $267,105,000

20 SunTrust Robinson Humphrey, Inc. 6 $267,418,000 20 Wunderlich Securities, Inc. 6 $265,522,500

21 Wunderlich Securities, Inc. 6 $265,522,500 21 Janney Montgomery Scott, Inc. 6 $263,944,997

22 Janney Montgomery Scott, Inc. 6 $263,944,997 22 Pareto Securities 3 $263,148,720

23 Northland Securities, Inc. 6 $163,632,500 23 FBR Capital Markets 7 $261,399,234

24 Dawson James Securities, Inc. 6 $22,929,338 24 BTIG, LLC 7 $260,449,032

25 Seaport Global Securities LLC 5 $271,106,250 25 Guggenheim Securities, LLC 4 $223,574,981

Top 25 ATM Agent - Deals Placed Top 25 ATM Agent - Commitment Amount

Ranking Agent Name Deals Commitment Amount Ranking Placement Agent Name Deal USD Amount

1 Bank of America Merrill Lynch 43 $16,954,469,788 1 Wells Fargo Securities, LLC 40 $17,639,887,565

2 Wells Fargo Securities, LLC 40 $17,639,887,565 2 Bank of America Merrill Lynch 43 $16,954,469,788

3 Cantor Fitzgerald & Company 37 $3,429,518,448 3 RBC Capital Markets, Inc. 31 $15,817,422,565

4 RBC Capital Markets, Inc. 31 $15,817,422,565 4 J.P. Morgan Chase & Co. 31 $15,789,927,072

5 J.P. Morgan Chase & Co. 31 $15,789,927,072 5 Barclays Capital, Inc. 29 $14,433,182,942

6 Citigroup Global Markets, Inc. 31 $13,927,035,658 6 Citigroup Global Markets, Inc. 31 $13,927,035,658

7 Barclays Capital, Inc. 29 $14,433,182,942 7 Morgan Stanley 28 $13,841,190,658

8 Morgan Stanley 28 $13,841,190,658 8 Mitsubishi UFJ Securities (USA), Inc. 17 $12,154,684,849

9 Cowen and Company, LLC 28 $1,651,500,000 9 Jefferies & Company, Inc. 26 $11,207,850,658

10 FBR Capital Markets 27 $1,648,964,592 10 Deutsche Bank Securities, Inc. 17 $9,929,982,942

11 Jefferies & Company, Inc. 26 $11,207,850,658 11 SunTrust Robinson Humphrey, Inc. 20 $9,925,727,942

12 SunTrust Robinson Humphrey, Inc. 20 $9,925,727,942 12 Mizuho Securities Co., Limited 13 $9,281,262,942

13 Raymond James & Associates Inc. 20 $7,427,900,658 13 Goldman, Sachs & Co. 18 $9,149,260,000

14 Goldman, Sachs & Co. 18 $9,149,260,000 14 Raymond James & Associates Inc. 20 $7,427,900,658

15 Mitsubishi UFJ Securities (USA), Inc. 17 $12,154,684,849 15 BNP Paribas Securities Corporation 9 $7,167,151,907

16 Deutsche Bank Securities, Inc. 17 $9,929,982,942 16 Credit Suisse Securities (USA) LLC 12 $6,634,559,130

17 Robert W. Baird & Co. 14 $5,069,180,658 17 SMBC Nikko Securities America, Inc. 7 $5,940,000,000

18 Mizuho Securities Co., Limited 13 $9,281,262,942 18 TD Securities (USA) Inc. 5 $5,890,000,000

19 Credit Suisse Securities (USA) LLC 12 $6,634,559,130 19 Robert W. Baird & Co. 14 $5,069,180,658

20 Capital One Securities 12 $5,036,587,716 20 Capital One Securities 12 $5,036,587,716

21 MLV & Co. LLC 12 $638,625,000 21 BMO Capital Markets Corp. 11 $4,886,377,942

22 BMO Capital Markets Corp. 11 $4,886,377,942 22 UBS Securities LLC 7 $4,510,912,942

23 KeyBanc Capital Markets 11 $2,593,720,000 23 Scotia Capital (USA) Inc. 7 $4,163,236,907

24 BB&T Capital Markets 10 $3,700,447,942 24 USCA Securities LLC 4 $4,031,262,942

25 BNP Paribas Securities Corporation 9 $7,167,151,907 25 BB&T Capital Markets 10 $3,700,447,942

Top 25 Investors - Total Deals Top 25 Investors - Total Amount Invested

Rank Agent Name Deals Amount Raised Rank Agent Name Deals Amount Raised

1 Sabby Management, LLC 46 $85,476,415 1 Liberty Interactive Corporation 1 $2,500,000,000

2 Bank of New York 20 $0 2 Stonepeak Infrastructure Partners 5 $1,571,532,303

3 Perceptive Advisors, LLC 18 $38,440,713 3 Riverstone Holdings, LLC 2 $1,240,050,000

4 Millennium Management, LLC 18 $0 4 Silver Lake 2 $1,000,000,000

5 Teachers Insurance and Annuity 16 $50,000,000 5 Bain Capital, Inc. 1 $750,000,000

6 Citadel Advisors, LLC 13 $0 6 Enfield Holdings, L.P. 1 $750,000,000

7 Heights Capital Management, Inc. 12 $17,132,939 7 Ontario Municipal Employees Retire- 1 $750,000,000

8 DAFNA Capital Management, LLC 12 $11,950,010 8 Leonard Green & Partners, L.P. 1 $625,000,000

9 IntraCoastal Capital, LLC 12 $7,043,462 9 Qatar Investment Authority 1 $621,827,934

10 Hudson Bay Capital Management L.P. 11 $121,911,188 10 Cerberus Capital Management, L.P. 2 $505,000,000

11 Franklin Templeton Group 11 $32,521,872 11 Soros Fund Management LLC 3 $500,723,680

12 Empery Asset Management LP 11 $18,639,281 12 GSR GO Scale Capital Advisors 1 $500,000,000

13 AWM Investment Management (MGP 11 $3,257,504 13 JANA Partners LLC 1 $500,000,000

14 OrbiMed Advisors, LLC 10 $26,030,548 14 Soroban Capital Partners LLC 1 $500,000,000

15 Deerfield Management 9 $112,302,311 15 Coatue Management LLC 1 $499,999,999

16 Anson Capital, LP 9 $13,611,525 16 Tus-Holdings Co., Limited 1 $388,000,000

17 BVF, Inc. 8 $78,800,443 17 MTP Energy Management LLC 7 $377,673,068

18 Cormorant Asset Management, LLC 8 $9,625,002 18 CenterPoint Energy, Inc. (NYSE: 1 $363,000,000

19 Baker Brothers Advisors, LLC 8 $1,999,998 19 Brookfield Asset Management 1 $322,155,025

20 Alyeska Investment Group, L.P. 8 $1,057,920 20 First Reserve Corporation 2 $285,714,272

21 Fidelity Management & Research 8 $0 21 Kayne Anderson Capital Advisors, 6 $258,759,170

22 MTP Energy Management LLC 7 $377,673,068 22 Volkswagen 1 $255,974,109

23 New Enterprise Associates 7 $101,092,824 23 Atairos Management, L.P. 1 $250,000,000

24 UBS O'Connor LLC 7 $23,625,000 24 Williams Companies, Inc. (The) 1 $249,984,000

25 Kayne Anderson Capital Advisors, 6 $258,759,170 25 Oaktree Capital Management, L.P. 2 $243,911,490

Top 25 Issuer Counsel - Total Deals Top 25 Agent Counsel - Total Deals

Rank Agent Name Deals Amount Raised Rank Agent Name Deals Amount Raised

1 Cooley LLP 24 $719,102,609 1 Ellenoff Grossman & Schole LLP 53 $443,878,678

2 Sichenzia Ross Friedman Ference, 21 $168,105,771 2 Goodwin Procter, LLP 24 $593,197,231

3 Latham & Watkins, LLP 15 $1,498,677,732 3 Latham & Watkins, LLP 14 $592,558,225

4 Vinson & Elkins, LLP 11 $3,479,208,043 4 Mintz, Levin, Cohn, Ferris, Glovsky & 10 $151,564,230

5 Goodwin Procter, LLP 10 $876,642,923 5 Lowenstein Sandler LLP 10 $91,048,534

6 Paul Hastings LLP 10 $281,072,521 6 Covington & Burling 9 $491,705,001

7 DLA Piper 10 $279,383,002 7 Cooley LLP 7 $278,049,974

8 K&L Gates LLP 10 $227,937,501 8 Proskauer Rose, LLP 6 $85,825,534

9 Mintz, Levin, Cohn, Ferris, Glovsky & 10 $131,402,944 9 Sichenzia Ross Friedman Ference, 6 $18,043,751

10 Hogan Lovells 10 $106,947,747 10 Pryor Cashman 5 $15,842,840

11 Fenwick & West, LLP 9 $1,990,175,221 11 Morrison & Foerster, LLP 4 $584,133,250

12 Wilson Sonsini Goodrich & Rosati 9 $139,822,739 12 Schiff Hardin, LLP 4 $14,946,001

13 Lowenstein Sandler LLP 9 $85,331,164 13 Skadden, Arps, Slate, Meagher & 3 $257,186,220

14 Foley & Lardner 8 $170,311,250 14 Davis Polk & Wardwell LLP 3 $233,290,500

15 Ellenoff Grossman & Schole LLP 8 $43,837,240 15 Greenberg Traurig, LLP 3 $27,039,699

16 Seward & Kissel LLP 7 $172,898,490 16 Stikeman Elliott LLP 2 $142,073,720

17 Morrison & Foerster, LLP 7 $106,934,548 17 Fried, Frank, Harris, Shriver & Jacob- 2 $133,150,000

18 Skadden, Arps, Slate, Meagher & 6 $482,458,570 18 Duane Morris, LLP 2 $63,750,000

19 Simpson Thacher Bartlett, LLP 6 $456,500,000 19 Loeb & Loeb, LLP 2 $53,068,750

20 Dorsey & Whitney, LLP 6 $177,535,000 20 DLA Piper 2 $51,778,740

21 Squire Patton Boggs (US) LLP 6 $130,621,811 21 Dechert, LLP 2 $43,024,995

22 Greenberg Traurig, LLP 6 $84,137,601 22 Pillsbury, Winthrop, Shaw & Pittman, 2 $21,677,444

23 Lucosky Brookman LLP 6 $13,615,000 23 Dentons Canada LLP 2 $19,877,096

24 Perkins Coie, LLP 5 $358,224,992 24 Meitar Liquornik Geva Leshem Tal, 2 $15,362,500

25 Morgan, Lewis & Bockius, LLP 5 $141,120,002 25 Faegre Baker Daniels LLP 2 $11,900,003 Top 25 Investor Counsel - Total Deals

Rank Agent Name Deals Amount Raised

1 Schulte Roth & Zabel, LLP 20 $4,900,710,812

2 Kelley Drye & Warren LLP 9 $111,823,650

3 Latham & Watkins, LLP 7 $2,856,479,557

4 Morgan, Lewis & Bockius, LLP 7 $340,999,000

5 Greenberg Traurig, LLP 6 $718,723,037

6 Kirkland & Ellis 5 $2,582,053,000

7 Ropes & Gray 5 $1,446,949,997

8 Ellenoff Grossman & Schole LLP 5 $40,168,750

9 Sichenzia Ross Friedman Ference, 5 $24,110,830

10 Sidley Austin LLP 3 $2,040,053,000

11 Skadden, Arps, Slate, Meagher & 3 $937,750,000

12 Schiff Hardin, LLP 3 $230,000,000

13 Chapman & Cutler, LLP 3 $145,000,000

14 Fleming PLLC 3 $63,400,000

15 Morrison & Foerster, LLP 3 $6,247,752

16 Simpson Thacher Bartlett, LLP 2 $1,750,000,000

17 White & Case, LLP 2 $638,891,137

18 Akin, Gump, Strauss, Hauer & Feld, 2 $515,700,000

19 Vinson & Elkins, LLP 2 $390,017,670

20 Lowenstein Sandler LLP 2 $208,200,000

21 Watson, Farley & Williams LLP 2 $200,000,000

22 Sullivan & Cromwell 2 $65,000,000

23 Seward & Kissel LLP 2 $56,749,988

24 Paul, Weiss, Rifkind, Wharton & 2 $56,262,740

25 Locke Lord LLP 2 $51,380,000

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