The PIPEs Conference - 2013!

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Monday, November 4th! 7:45 - 8:45 AM Networking, Breakfast & Registration! 8:45 - 9:00 AM The State of the Market! The annual state of the market presentation includes statistics from The Deals PrivateRaise service and commentary on the latest developments in the industry. The presentation will include discussion about recent pricing and deal dynamics and a view of whats ahead in 2014.! Speaker:! ADAM STEINHAUER; Editor-in-Chief, The DealFlow Report! 9:00 - 9:50 AM The Recent Resurgence of PIPE Deals: Who's Transacting, Under What Terms, and a Discussion on Sustainability! Examining a new era of PIPE investing: Whos doing deals and what do current deal terms look like?! New compensation structures for fund managers! Using PIPEs as a form of permanent capital! What weve learned from the past and how the market can sustain itself in the future! Moderator:! ELE KLEIN, Schulte Roth & Zabel! Panelists:! JIM ALFARO, Maxim! MICHAEL FINKELSTEIN, Whalehaven Capital! RICHARD GORMLEY, Lazard! JOSHUA SILVERMAN, Iroquois Capital Management!

9:55 - 10:45 AM General Solicitation, Third Party Investor Verication and Advertising: The Latest in Online Deal Marketing, Fund Marketing, and Regulation D Requirements! Examining the rules regarding the ban on general solicitation and verication of accredited investor status! What is a funding portal and how to choose the one that meets your needs! Third party investor verication: A look at expected services in a post-JOBS Act world! Legally marketing and advertising deals under the new general solicitation rules! Moderator:! STEVEN DRESNER, Dealow.com! Panelists:! TODD FEINSTEIN, Island Stock Transfer! PETER LEHRMAN, Axial! DAVID PANKEY, McGuire Woods! BARRY SILBERT, SecondMarket!

10:50 - 11:40 AM Legal Updates: What you Need to Know as Recent Regulations Are Implemented! Recent legal developments in PIPEs, Registered Directs and CMPOs! Effects of recent SEC rules and rule proposals! Moderator:! STEVE SIESSER, Lowenstein Sandler!

Panelists:! JON CIVITARESE, Leerink Swan! WILLIAM HICKS, Mintz Levin! MARK WOOD, Katten Muchin!

11:45 - 12:05 PM The JOBS Act and Its Broader Effect on Capital Markets Activity! How The JOBS Act has spurred activity in various other areas of the capital markets! Why The JOBS Act is not just for companies that want to go public! JOBS Act 2.0: What companies, industry practitioners and regulators are discussing to make event more advancements! Speaker:! JOHN BORER, Benchmark Capital!

12:10 - 12:30 PM An Institutional Investors' View of the Small Cap Financing Market! What drives institutional investors activity?! Small cap stock performance and the effect on nancing activity! Examining recent deal ow activity and structures! What challenges will institutional investors face in 2014?! Exploring potential market opportunities! Speaker:! JUSTIN KEENER, JMJ Financial!

! 12:30 - 1:30 PM Networking Luncheon! !

1:30 - 2:30 PM Reverse Mergers & smaller IPOs: New Deal Structures to Avoid Shell Status, Examining the Recent Crop of Companies and whats made some of them Successful! General solicitation within the context of Rule 506 offerings! Using the "mini registration" Regulation A-type approach under Section 3(b)(2)! Alternative Methods and Structures for Bringing Companies Public: Direct public offerings, sponsored public offerings & Microcap IPOs! Seasoning requirements for Reverse Merger companies!

Moderator:! DAVID BUKZIN, Marcum! Panelists:! CROMWELL COULSON, OTC Markets! DAVID FELDMAN, Richardson Patel! NANETTE HEIDE, Duane Morris! NOEMI SCHMAYER, M. Firon & Co.!

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2:35 - 3:25 PM SPACs: The 2013/2014 Environment for Launching Special Purpose Acquisition Companies! Alternative SPAC Structures: Warrantless, No Vote/No Redemption & Super 8-K Structures! The JOBS Act and SPACs: The effects of emerging company rules and SEC disclosure requirements!

How Private Equity rms use SPACs in addition to their own funds to buy companies, and what will attract more PE funds to the market! Lessons from the past: Why some SPACs have succeeded and others have failed! Moderator:! JOEL RUBINSTEIN, McDermott Will & Emery! Panelists:! DAVID NUSSBAUM, EarlyBirdCapital! TINA PAPPAS, Morgan Joseph TriArtisan!

3:30 - 3:55 PM The World of DTC: Getting DTC Eligibility, What DTC Means for Public Companies & Clearing DTC Chills! What DTC eligibility is and how can you get it?! How DTC impacts the capital raising process! I have DTC, now what about DWAC and FAST?! Understanding why stock is chilled! How to clear a DTC chill! Very recent and timely DTC proposals to address lifting chills! Speaker:! SETH FARBMAN, Vstock Transfer!

4:00 - 4:50 PM Equity Crowdfunding: Progress on SEC Rulemaking, States Securities Boards and Discussions on Fraud and Other Concerns! A discussion of equity-based securities, debt instruments, prot and revenue sharing, donations and reward pledges! A detailed look at the current crowdfunding marketplace! Techniques to identify and mitigate fraud using data and analysis! The IP problem: Properly assessing Freedom To Operate and IP valuation during a small transaction! Concerns relating to unaccredited investors, crowdfunding deal structure, and complicated cap tables! What (should) make crowdfunding appealing to institutional investors?! What will the nal SEC rules look like?! Moderator:! SUNNY BARKATS, JS Barkats! Panelists:! THOMAS FOLEY, Venovate Holdings! LOREN HEGER, FNEX! SCOTT POPMA, Finnegan, Henderson, Farabow, Garrett & Dunner! TIM SULLIVAN, Microventure Marketplace!

! 5:00 PM Closing Remarks! !

5:15 - 6:45 PM The PIPEs Conference Cocktail Reception