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Crowdfunding and Raising Capital on the WebThe Impact of the JOBS (Jumpstart Our Businesses) Act

Thursday, June 14, 2012

Table of Contents

Tab

Program Agenda 1

PowerPoint Slides 2

Articles 3

Bios 4


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Crowdfunding and Raising Capital on the WebThe Impact of the JOBS (Jumpstart Our Businesses) Act

Thursday, June 14, 2012

Program Agenda

9:00 9:05 am Welcome/ITAC Overview9:05 9:15 am Program Overview/Brief Panelist Introductions9:15 9:25 am Allan Grauberd9:25 9:30 am Franklin Madison9:30 9:35 am David S. Rose9:35 9:40 am Larry Baker

9:40 10:15 am Panel Discussion

10:15 10:30 am Open Q&A

10:30 11:00 am Networking


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Crowdfunding and Raising

Capital on the Web

The Impact of the J OBS(J umpstart Our Businesses) Act

J une 14, 2012

Host:Ed RosenfeldGrowth Service

ITAC

Moderator:Howard R. HermPartner, CorporMoses & Singer

Panelists:Larry Baker

Co-Founder, B

Allan GrauberPartner, SecuMoses & Sing

Franklin MadiDirector, Tech

David S. RoseCEO, Gust


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Crowdfunding and Raising Capital on the Web: The Impact o f the JOBS (Jumpstart Our Busi

Crowdfunding: Who can Invest?

Investors with less than $100,000 of annual income or n

Greater of $2,000 or 5% of annual income or net worth

Investors with more than $100,000 of annual income or

Up to 10% of annual income or net worth, but not more tha

All crowdfunding offerings which the investor invested12 months count towards the limits

Effective Date

SEC must implement rules within 270 days of April 5, 2012


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Crowdfunding: Information Requirem

Offerings up to $100,000:

Most recent tax returns (if any) and financial statements cecompanys Chief Financial Officer

Offerings between $100,000 - $500,000:

Financial statements reviewed by an independent certified

Offerings above $500,000:

Financial statements audited by an independent certified p

For all Offerings: A variety of additional information must be furnished such

stockholders, valuation, use of proceeds, terms of securitierisk factors

Annual updating of financial disclosure is required


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Crowdfunding: Other Items

Securities may only be offered through SEC registered fun

Issuer cannot self advertise terms at offering just direct pofunding portal

Funding portal is responsible for determining investor qualifbackground of issuers and its directors/officers

State laws requiring registration of offerings is preempted

One year restrictions on transferability

Can only be used by non-public companies


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Rule 506 Offerings

Investments may only be offered to only to accredited inve

No ceiling on amount raised

No ceiling on number of investors,BUT

non-public companstockholders (or over 500 unaccredited stockholders) and oassets are subject to Exchange Acts public reporting requir

Offering may be done by general solicitation, including thrwebsite

Rule 506 offerings generally preempt states blue sky regi

SEC to adopt rules within 90 days of April 5, 2012


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Questions?

Contact:Howard R. [email protected]

Allan [email protected]

Disclaimer

Viewing this PowerPoint or contacting Moses & Singer LLP does not create an attorney-client relationship.his PowerPoint is intended as a general comment on certain recent developments in the law. It does not conta

pinion of Moses & Singer LLP or any member of the firm on the legal issues herein described. This PowerPoinventually be modified or rendered incorrect by future legislative or judicial developments. It is recommended thtructuring or analyzing individual transactions or matters but that professional advice be sought in connection w

Attorney Advertising

is possible that under the laws, rules or regulations of certain jurisdictions, this may be construed as an advertiopyright 2012 Moses & Singer LLP

All Rights Reserved
mailto:[email protected]:[email protected]:[email protected]:[email protected]


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7

June14,2012

ITAC

39BroadwaySuite1110

NewYork,NY10006

[email protected]

www.itac.org

EdRosenfeldGROWTHSERVICESPRACTICELEADE

[email protected]

FranklinMadison

DIRECTOR,TECHNOLOGYPROGRAM

[email protected]

Crowdfunding andRaising Capital onTheImpactofCrowdfunding
mailto:[email protected]:[email protected]


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8

ITACisanonprofitconsultingandtrainingfirm

Celebrating25yearsofservingNYCmanufacturersan

technologystart

ups

commercialize

their

products

ITAChelpscompaniesfindsolutionstochallentheirbusinessesthrough:

Strategicandbusinessplanning

Processimprovements

Leanmanufacturing

Newproductdevelopment

Costaccountingandpricing

Salesandmark

HumanResourc

Technologycom

Innovationtom

Sustainablepro


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9

ITACdeliversquantifiableresults:

$1.1billioninthelastfiveyearsAs

aresult

of

ITACs help,clientsreportedsignificantresults inthelasttwoyears(FY2010

2011):

$223millioninincreasedand

retainedsales

$46.5

million

in

reduced

costs$59.5millioninnewinvestment

ITACCLIE

StatenIsland/Oth

Bronx20%

Queens21%


13/52

10

ITACrecommendsafourpartfocusforcompantoaccelerategreatproductconceptsintocomm

MarketThe

ide

developfirstcuszPubliczPrivat

ManufacturingThecommercialized

technologycanbebrought toproductionthroughsupply chaindevelopmentand

processimplementationzOutsourcing

locally

zCapacityzSupplychain

MoneyCapitalcritical,todebtzPresezEarlyzDebt

Management

Effectivemanagement createslongterm companysustainabilityzStartupzBorrowedzRecruited

INVENTIONINVENTION


14/52

11

ITACisoneRegionalCenterwithinNISTs

MEP

(ManufacturingExtensionPartnership)network

AccessacrosstheMEPnetwork

Inall

50

states;

ten

NYS

centers

Interagencypartnerships

Proventoolsandcurriculumspecificallygearedtowardssmallfirms

Over1,400manufacturingand

technical

specialists

AccesswithinNewYorkState

Tencentersstatewide

LinkstoCentersofAdvancedTechnology(CATs)andotheruniversityresearchresources

Commercializationsupport


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12

ITACreceivesfundingonthreelevels...

Federalgovernment

U.S.DepartmentofCommercesNationalInstitut

Technology(NIST)ManufacturingExtensionPartner

NewYorkState

EmpireStateDevelopment

NewYorkStateFoundationforScience,Techn

Innovation(NYSTAR)

EnvironmentalInvestmentProgram

NewYorkStateEnergyResearchandDevelopmen

(NYSERDA)

...andalsogeneratesrevenuetosupportitsm


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13

AboutITACpresenters

EdRosenfeld

GrowthServicesPracticeLeaderEdjoinedITACinthesummerof2011inthepositionofGrowthServicesPracticeLeader.In

thispositionhehelpsimplementITAC's

businessgrowthservices,including the

InnovationEngineeringManagementSystem,

theFamilyBusinessAdvisorprogram,

ProfessionalBusinessAdvisor,organizational

development,green

and

other

marketing,

salesteamandplandevelopment,financial

controlsandreporting,andstrategicplanning.

PriortojoiningITAC,Edworkedasafamily

businessconsultant,assistingfamily

businesseswithstrategicandsuccession

planning,turnaroundstrategies,andconflict

intervention,amongotherservices.

Additionally,Ed

worked

as

afinancial

consultantintheareasoffinancialplanning

andwealthmanagement.

FranklinMadison

Director,TechnologyProAsDirectorofTechnologFranklinisresponsiblefo

developmentandimplem

initiativestogrowhight

NewYorkCity.Asanadv

techcompaniesinareas

cleantech,virtualization,

technologies,Franklin

pr

guidanceforbusinesspl

capitalformation,techn

commercializationoppo

partnerships.


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14

June14,2012

ITAC

39BroadwaySuite1110

NewYork,NY10006

[email protected]

www.itac.org

EdRosenfeldGROWTHSERVICESPRACTICELEADE

[email protected]

FranklinMadison

DIRECTOR,TECHNOLOGYPROGRAM

[email protected]

Crowdfunding andRaising Capital onTheImpactofCrowdfunding


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The global, online, infrastructure p

for the early-stage equity financing

David S. Rose Founder & C


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Gust Powers the Angel

600,000 new employer businesare formed annually

$40 billion invested annually

by angels and venture capitalis 3,000,000 Accredited Investors

have over $1 million in investab

and these numbers are US only. Gust serving entrepreneurs and investors in

Gust Powers the Angel M

600,000 new employer busineare formed annually

$40 billion invested annuallyby angels and venture capitali

3,000,000 Accredited Investorhave over $1 million in investa

and these numbers are US only. Gusserving entrepreneurs and investors


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but thats nothingcompared to whats com

It passed the House Financial Services Cto 1.


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A Seismic Shift in SEC Re

Allowing general solicitation for

Allowing non-accredited investo

Encouraging online transaction

Completely turning 80 yearrestrictions upside down.


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StrategicPartners

$100K

$1M

$10M

$100M

Idea Plan Prototype Beta

AngelInvestors

AngelGSBIR/STTRGrants

VentureCa

Friends,Family

&Fools AngelInvestors

AngelGSBIR/STTRGrants

VentureCa

Friends,Family

&Fools

Decrea

singReturn

DecreasingRiskurce: Tom Stephenson, Verge


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Gust Has Traction

180,000+startups 35,000+accredited angel investo

600+business angel groups and

150+venture capital funds 50+universities, incubators &acc

15+national federations

92+countries 7,000+new startup sites created


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158 West 29th Street Floor 11New York, NY 10001-5300

(212) 228-8770 v (212) 228-991gust.com [email protected]


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SmallBusinessFundingmade

Secure,andSocial

LarryBaker,CoFounder

[email protected]

@larryobaker

Bolstr.com


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SmallBusinessesareunabletoacce

Traditionalavenuesofcapitalareunavailablet

Businesses1.

OfSmallBusinessesaredenied64%

SmallBusinesses

can

no

longe

equitytosecurealoan1in

3

OfSmallBusinessesthatseek

receive

the

full

amount

they

n

16%1DefinedasSmallBusinesseswith


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TheJOBSActwillchangethis

IfAmericansshifted1%ofthe$30trilliontheyholdinlongterminvestmentstosma

tomorethan10timestheventurecapitalinvestedinallof2011

AmyCortese,Auth

918M

JOBs A

1Locavesting:TheRevolutioninLocalInvestingandHowtoProfit

FromIt,AmyCortese

CalculatedbymultiplyingtheamountoflongterminvestmentsheldbyAmericans,byonepercent


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Bolstr has cracked the code omakeCrowdfunding possibletodWe

are

the

only

Investme

Crowdfunding PlatformabletootheU.S.Before2013.


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Bolstr capitalizesonthedichotomybetwandfavorablesourcesofcapital

Despiteitsavailability,SmallBusinessesshyawayfromraisi

fromfriends&family

Bolstr

formalizesthisawkwardand

Note: DataforMainSt.SmallBusinessesdefinedasbusinesseswith


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ALocalapproach

80%ofthefunds(inacrowdfunding

campaign)comef

socialnetwork1

Bolstr

connectslocalcommunitiestoinvestina

MainSt.

Small

Businesses.

1AlonHillelTuch,CoFounderofRockethub.Equalsthepercentageoffundersthatcomefromyoursocial

networkinacrowdfunding campaignonKickstarter,Indiegogo,andRockethub.


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TheBolstr way

Stepbystep

guidanceto

createa

professional

pitch

Formalized

investment

process

Trustedthird

party

intermediary

PrivateOffering

Automated

regulatory

compliance

acrossmany

states

Standardized

documentation

Accredited&

Unaccredited

investors

Organized

communication

withlarge

groupsof

investors

Tracksdeal

progress Interactiveand

socially

engaging

Bolstr

hascreatedanendtoendfundraisingso

Businessesto

raise

capital

from

local

investors

intuitiveway.


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THE CHRYSLER BUILDING 405 LEXINGTON AVENUE NEW YORK, NY 10174-1299 212.554.7800 WWW.MOSESSINGER.COM

Client Alert April 2012

The JOBS Act: New Avenues for Raising Capital

Key Takeaways:

1. Crowdfunding will now be allowed under United States securities laws, allowing start-upsto raise up to $1 million per year using the internet and social media. Crowdfundingofferings must be made through a registered intermediary.

2. In certain offerings sold solely to accredited investors, general solicitations will bepermitted, including through the internet, with no dollar limit. These offerings will notrequire the use of intermediaries, so they may be made by a company on its ownwebsite.

President Obama is expected to sign, possibly as early as this week, the Jumpstart Our BusinessStartups Act (the "JOBS Act"). The legislation is intended to make it easier for companies to raisecapital in public and private transactions. The CROWDFUND Act, adopted as part of the JOBS Act,allows companies to solicit investors on the internet through third party "crowdfunding" platforms,providing start-up and other companies seeking capital with access to new potential sources offunding. Apart from the CROWDFUND Act, the JOBS Act, for the first time, permits offerings underRule 506 of Regulation D to be made through so-called "general solicitation" or advertising, includingadvertising on the issuer's own website, as long as the only purchasers in the offering are accreditedinvestors.

The CROWDFUND Act

Crowdfunding, also referred to as crowdsourcing, is the process of raising money by solicitingfunding from many people though the internet and social media. Crowdfunding websites havegained popularity in recent years, providing a platform for individuals to make small contributions tocompanies or artistic projects, typically as a pure contribution for no direct benefit other thanassisting a worthwhile project or as an advance purchase of a product that a new company isseeking to bring to market. Until now, however, companies' ability to access the substantial pool ofcapital available through crowdfunding has been limited because soliciting the purchase of companysecurities through the internet would constitute a "public offering" requiring registration undersecurities laws, a mammoth undertaking that is typically beyond the resources of a startup or early-stage company. The CROWDFUND Act creates a new exception to the registration requirementunder securities laws for securities offerings conducted through crowdfunding, subject to limitationson the total amount offered, how much a single investor may invest, and certain other restrictionsintended to protect investors.

In general, the CROWDFUND Act permits companies to raise up to $1,000,000 in any twelve monthperiod in securities offerings conducted through third-party "intermediary" crowdfunding platforms.There is no limit on the number of investors, but the amount each investor is permitted to invest inany one company is limited based on the investor's annual income and net worth. Investors withless than $100,000 of annual income or net worth may invest up to the greater $2,000 or 5% of theirannual income or net worth. Investors with more than $100,000 of annual income or net worth may
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2

Client Alert: The JOBS Act: New Avenues for Raising Capital/ April 2012

invest up to 10% of their annual income or net worth, subject to a maximum investment of $100,000.These dollar thresholds are subject to periodic adjustments based on the Consumer Price Index.Investors will be prohibited from selling any securities acquired in a crowdfunding offering for oneyear following acquisition, with exceptions for sales back to the company, certain estate planningtransfers and sales to "accredited investors", a defined class of investors under the Securities Actthat generally includes high-income or high net worth individuals, companies with more than $5million in assets and certain institutions.

While the new crowdfunding exemption represents a substantial revision of securities lawsgoverning capital raising, companies will still be required to comply with numerous investor-protection requirements. As noted above, crowdfunding offerings must be conducted through third-party intermediaries subject to regulation by the SEC, so companies will not be able to simply offertheir securities through their own websites. Both the company and the intermediary will beresponsible for ascertaining investors' eligibility to purchase securities in the offering, which isgenerally done by requiring the investor to answer specific questions and make certainrepresentations at the time of purchase. Importantly, the company will be prohibited from taking

possession the invested funds until the full amount of the offered securities are sold.

In connection with each offering of securities, the offering company will be required to providepotential investors with information regarding the company, its business plan, the valuation of thesecurities offered, the identity of its directors, executives and significant stockholders, as well asfinancial data. For offerings of $100,000 or less, the company must provide its most recent annualtax returns (if any) and financial statements certified by the company's principal executive officer.For offerings between $100,000 and $500,000, financial statements reviewed by an independentcertified public accountant must be provided, and for offerings in excess of $500,000 auditedfinancials must be provided. Companies that have conducted crowdfunding offerings will also berequired to deliver to investors and the SEC reports of the results of operations and financialstatements on an annual basis thereafter.

Securities offered under the crowdfunding exemption will be exempt from registration under eachstate's separate securities laws, which relieves the offering company from the onerous andexpensive process of registering its securities in each state in which offered (which given the onlinenature of crowdfunding would necessarily be nationwide.)

The crowdfunding exemption will not be available to a company if any of its "covered persons" generally speaking, its officers, directors, 10% or greater stockholders or any person that receives(or affiliated with a person or entity that receives) compensation for promoting investments in thecompany has been convicted of any crime relating to securities fraud or barred by any securities orfinancial regulator from activities in the securities or financial industry.

Prior to the CROWDFUND Act becoming effective, the SEC will need to adopt numerous rules toimplement its provisions. The SEC is required to adopt implementing rules within 270 days of thelegislations enactment.

The New General Solicitation Exemptions under Rule 506

In addition to the CROWDFUND Act, the JOBS Act includes a number of other provisions intendedto facilitate capital raising for smaller companies. One of these changes is to permit "generalsolicitations" (or in plain English, advertising) in offerings under SEC Rule 506 purchased solely byaccredited investors. The statute also specifies that a website that acts as a "platform" for these


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3


Rule 506 offerings and that meets certain requirements will not be required to register as a brokerdealer under applicable law, substantially easing the regulatory burden and opening the door to anexpansion of these platforms to locate funding sources. However, unlike the CROWDFUND Act,offerings made pursuant to Rule 506 are not required to be made through intermediary platforms(although they can be), and can instead be made by the company seeking funds directly, includingover its own website. In either case, however, only accredited investors may participate in offeringsconducted under Rule 506 through public advertising and the issuer will be required to takereasonable steps to verify the accredited status of investors. In addition, unlike offerings under theCROWDFUND Act, there are no mandatory information requirements in Rule 506 offerings madesolely to accredited investors, and no limit on the amount that may be raised or the number ofaccredited investors who may purchase securities offered in this manner. The SEC is required toadopt implementing rules for the Regulation D changes within 90 days of the enactment of the JOBS

Act.

The Jobs Act also increases from 500 to 2,000 the number of stockholders that a non-publiccompany with over $10 million in assets may have before it becomes required to file public reports

with the SEC (with the caveat that at least 1,500 of those 2,000 must be "accredited investors"; inother words, if a company has more than 500 non-accredited investors, it will still need to register.)Significantly, however, the legislation provides for the SEC to adopt regulations exempting fromthese limits stockholders acquiring shares through a crowdfunding offering validly conducted underthe CROWDFUND Act. Employees acquiring equity securities in exempt offerings are also excludedfrom counting against the numerical stockholder limits.

The direct access to new and expansive sources of capital that the JOBS Acts provides shouldprove very beneficial to smaller companies and entrepreneurs and founders seeking early-stagecapital. However, company managers and founders should not lose sight of the fundamentalsecurities laws that apply to all offerings of investments in securities, whether through crowdfunding,other private placements, IPOs, transactions between stockholders or otherwise. In particular,company managers must remain aware of the extensive anti-fraud provisions under Federal and

state securities laws, which, by their broad scope and applicability, prohibit materialmisrepresentations and omissions of material facts in connection with securities offerings.

If you have questions regarding this Alert, please contact the authors Howard R.Herman at 212.554.7847/[email protected], Allan Grauberd at 212.554.7883/[email protected] orAndrew Oliverat 212.554.7817/[email protected] .

Since 1919, Moses & Singer has provided legal services to diverse businesses and to prominentindividuals and their families. Among the firm's broad array of U.S. and international clients areleaders in banking and finance, entertainment, media, real estate, healthcare, advertising, and thehotel and hospitality industries. We provide cost-effective and result-focused legal services in thefollowing primary areas:

Accounting Law Practice Advertising Asset Protection

Labor, Employment & EmployeeBenefits

Legal Ethics & Law Firm Practice
http://www.mosessinger.com/personnel/hherman/http://www.mosessinger.com/personnel/hherman/http://www.mosessinger.com/personnel/hherman/http://www.mosessinger.com/personnel/hherman/http://www.mosessinger.com/personnel/hherman/http://www.mosessinger.com/personnel/hherman/http://www.mosessinger.com/personnel/agrauberd/http://www.mosessinger.com/personnel/hherman/http://www.mosessinger.com/personnel/aoliver/http://www.mosessinger.com/firm_profile/firm_description.phphttp://www.mosessinger.com/personnel/aoliver/http://www.mosessinger.com/personnel/agrauberd/http://www.mosessinger.com/personnel/hherman/http://www.mosessinger.com/firm_profile/firm_description.php


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4


Banking and Finance Business Reorganization, Bankruptcy and

Creditors Rights

Corporate/M&A Global Outsourcing and Procurement Healthcare Hotel and Hospitality Income Tax Intellectual Property International Trade Internet/Technology

Litigation Matrimonial and Family Law Privacy and Cybersecurity

Private Funds Promotions Real Estate Securities and Capital Markets Securities Litigation Sports & Entertainment Trusts and Estates White Collar Criminal Defense and

Government Investigations

The Chrysler Building405 Lexington Avenue

New York, NY 10174-1299Tel: 212.554.7800 Fax: 212.554.7700

2200 Fletcher AvenueFort Lee, NJ 07024

Tel: 201.363.1210 Fax: 201.363.9210Abraham Y. Skoff, Esq.

Managing Attorney for New Jersey

Moses & Singer LLP is the New York City law firm member of the MSI Global Alliance(MSI). MSI is one of the world's leading international alliances of independent legaland accounting firms, with over 250 member firms in 100 countries -www.msiglobal.org.

DisclaimerViewing this or contacting Moses & Singer LLP does not create an attorney-client relationship.

This is intended as a general comment on certain developments in the law. It does not contain a complete legal analysis orconstitute an opinion of Moses & Singer LLP or any member of the firm on the legal issues herein described. This containsinformation that may be modified or rendered incorrect by future legislative or judicial developments. It is recommended that readersnot rely on this general guide in structuring or analyzing individual transactions or matters but that professional advice be sought inconnection with any such transaction or matter.

Attorney AdvertisingIt is possible that under the laws, rules or regulations of certain jurisdictions, this may be construed as an advertisement orsolicitation.

Copyright 2012 Moses & Singer LLPAll Rights Reserved
http://www.msiglobal.org./http://www.msiglobal.org./


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Larry Baker, [email protected]@larryobakerBolstr.com

Prior to co-founding Bolstr, Larry was an Investment Banker at J.P. Morgan, where he focused onfinancial restructurings, mergers & acquisitions, and corporate financing transactions. He then

transitioned to the buy-side where he worked in the mergers & acquisitions group of a $4 billion PrivateEquity fund. Larry loves identifying inefficient processes and developing ways to improve them throughtechnology. This led him to co-found Bolstr in order to make the process of raising capital for smallbusinesses more efficient.


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THE CHRYSLER BUILDING 405 LEXINGTON AVENUE NEW YORK, NY 10174-1299 TEL: 212.554.7800 WWW.MOSESSINGER.COM

PRACTICE AREAS

Securities and CapitalMarkets

Corporate/M & A Private Funds

Accounting Law Practice

Allan GrauberdPartner

[email protected]: (212) 554-7883F: (917) 206-4381

Allan Grauberd is the chair of the firms Securities and Capital Markets group. He practicesprimarily in the corporate and securities areas including venture capital and private placementransactions, public offerings, general representation of public companies with respect toongoing securities and regulatory compliance, mergers and acquisitions and internationasecurities offerings. Allan provides general representation for a variety of companies in a broadspectrum of industries, in the areas of corporate finance, shareholder relations, employeematters and intellectual property licensing. He regularly represents venture capital funds withrespect to their portfolio investments. Allan has represented a variety of companies in

international distribution and licensing arrangements, as well as facilitating cross border equityand debt transactions. He is also licensed to practice law in the State of Israel, where he spenseveral years at a Tel Aviv law firm representing Israeli companies with respect to U.Ssecurities offerings, as well as representing U.S. investors with respect to their technologyinvestments in Israel.

EDUCATION

Fordham University School of Law, J.D.

California State University, Northridge, B.A.

ARTICLES

"The JOBS Act: New Avenues for Raising Capital," Moses & SingerClient Alert, April 2012.

"SECs Bad Actor Proposal Poses Challenges for Rule 506 Issuers," Moses & Singe

Client Alert, June 2011. "Proxy Access Rule: A Major Change in Governance is in Limbo," Moses & Singer Clien

Alert, November 2010.

"SEC Proposes New Rule For Family Offices Under Dodd-Frank Act," Moses & SingeClient Alert, October 2010.

"Dodd-Frank Act Permanently Exempts Non-Accelerated Filers From SOX Section 404(b)sAuditor Attestation Requirement," Moses & SingerClient Alert, August 2010.

"Dodd-Frank Act Changes Definition of Accredited Investor for Private Placements oSecurities," Moses & SingerClient Alert, July 2010.

"Madoff - Analysis of the Recent Decision Regarding the Scope of SIPA Protection," Mose& SingerBankruptcy Update, March 2010.

"Impact of SEC Rule Changes on Proxy Statement Disclosure," Moses & SingerClient AlertDecember 2009.

SEC Rules for Smaller Public Firms, Rule 144 Changes, written by Allan Grauberd withassistance from John J. Hart, New York Law Journal, April 2008.

"The SECs Securities Offering Reform and Small Public Companies," New York LawJournal, December 2005.

"Securities Watch," Moses & Singer, LLP Newsletter, September 2005.

"Principal Issues Involved in Negotiating Large System Software Licensing Deals," NewYork Law Journal, June 1999.

"Legal Concerns About International Distribution Contracts," Long Island Journal, April 1995
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PRESENTATIONS

"The Madoff Affair: What Happened, Dealing with the Consequences, and How to Avoid

Investment Fraud," Temple Israel Men's Group, May 2009. "The Sarbanes-Oxley Act of 2002: What New York Attorneys Need To Know," Nationa

Business Institute, Long Island. December 2003.

PROFESSIONAL AFFILIATIONS

Connecticut Venture Group

New York Venture Group

The New York Software Industry Association

BAR/COURT ADMISSIONS

Israel

New York


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THE CHRYSLER BUILDING 405 LEXINGTON AVENUE NEW YORK, NY 10174-1299 TEL: 212.554.7800 WWW.MOSESSINGER.COM

PRACTICE AREAS

Corporate/M&A Banking and Finance Private Funds International Trade Labor, Employment &

Employee Benefits Internet/Technology Intellectual Property Sports & Entertainment Promotions Law Privacy and Cybersecurity Securities and Capital

Markets

Howard R. HermanPartner

[email protected]: (212) 554-7847F: (917) 206-4347

Howard Herman has been practicing corporate, M&A and general commercial and transactionalaw for more than thirty years. He has been a partner with Moses & Singer since 1986, and is achair of the firms Corporate/M&A and International Trade practices. Howard was named a BTClient Service MVP, an elite group of 24 attorneys from 22 major firms nominated exclusively byclients for consistently delivering excellence in client service, year after year. He was alsonamed a BTI Client Service All-Starfor 2010 and 2011, a group of 318 attorneys from 201 majofirms who were identified in the past year as distinguished client service leaders. Howard is alsohonored with a listing in Law & Politics New York Super Lawyers and is rated AVPreeminent by Martindale-Hubbell.

Howards practice is broad-based, and includes both public and private companies andinstitutional and non-institutional clients in a broad range of industries. His practice includemergers and acquisitions; mezzanine, venture capital and senior debt financings; restructuringsand reorganizations (both in and out of bankruptcy); project finance and public and private deband equity offerings. He also represents funds sponsors and managers in connection withhedge funds, private equity funds and other private investment funds. He advises clients in astages of their life cycle, from formation, through growth and capital raising through exit andsuccession planning. Howard works with his clients both on large transactions (such asfinancings and acquisitions) but as well on employment and compensation arrangementsgovernance issues, strategic partnerships, joint ventures, trade matters and other commerciaissues.

Representative matters where Howard has played a leading role include the following:

Represent client in branded content media business in sale of controlling interest to USsubsidiary of Bertelsmann AG

Represent mezzanine fund in $22 Million investment in company engaged in the frozen foodindustry

Represent client in the paper industry in acquisitions of numerous paper merchants Represent a New York money center in a $3 Billion financing to publicly-traded REIT to fund

acquisition Represent large, publicly-held client in the publishing and information industry with variou

acquisitions Represent one of New Yorks largest commercial real estate brokers in sale of a controlling

interest to a Canadian public company

Represent an institutional fund sponsor in launching multiple hedge funds Represent a company in the metals business in negotiating standstill and forbearance

agreement with its senior secured lender and negotiating a credit facility with a new lender Represent issuer in $150 Million project financing secured by a portfolio of green powe

projects Represent one of the largest U.S. anime companies in $120 Million sale to publicly-traded

company Represent a specialty retailer in acquiring a competitor in a bankruptcy sale Represent company in sales agency agreement with Canadian pulp mill Represent private equity fund in creating and launching its fourth fund devoted to green

investments in developing economies
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Represent start-up company in the filmed entertainment industry in its initial organizationobtaining initial financing and establishing numerous joint ventures

Represent U.S. hedge fund in initial formation and launch

Represent a specialty advertising company in a sale to Alloy Inc. Represent numerous investors in Madoff in connection with claims Represent mezzanine fund in $12 Million investment in restaurant and retail supply business Represent lead investor in a chain of high-end gyms in providing multiple rounds o

additional financing

EDUCATION

Columbia University School of Law, J.D. State University of New York at Stony Brook, B.A.

LAW SCHOOL ACTIVITIES/HONORS

Member, Board of Editors, Columbia Law Review

Harlan Fiske Stone Scholar

ARTICLES

"The JOBS Act: New Avenues for Raising Capital," Moses & SingerClient Alert, April 2012. "New York Introduces Benefit Corporations," Moses & Singer Client Alert, and New York

Law Journal, February 2012.

"NYS Sales Tax: A Personal Liability Trap And A Limited Safe Harbor," Moses & SingeClient Alert, January 2012.

"Sellers and Manufacturers: Beware Anti-Slavery and Human Trafficking Law," Moses &SingerClient Alert, December 2010.

"Privacy: A Corporate Lawyer's Interdisciplinary Perspective," The Privacy AdvisorInternational Association of Privacy Professionals, July 2003.

"UPREIT Shares and Tacking under Rule 144," The New York Law Journal, CorporateUpdate Page, July 1998.

PRESENTATIONS

A Practical Guide to LLCs, New York City Bar CLE, December 2010 Drafting and Negotiating LLC Agreements, Moses & Singer CLE, March and April, 2009 Analysis of an M&A Transaction, Moses & Singer CLE, January and February 2009 Introduction to Corporate Law: The Basics, Moses & Singer CLE, November and Decembe

2008

PROFESSIONAL AFFILIATIONS

American Bar Association New York State Bar Association

BAR/COURT ADMISSIONS U.S. District Court, Southern and Eastern Districts of New York New York


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Franklin Madison

Director, Technology Programs

[email protected]

646.545.2224

As Director of Technology Programs at ITAC, Franklin

is responsible for the strategic development and

implementation of new initiatives to grow hightechnology firms in New York City. As an advisor to

CEOs of high-tech companies in areas as diverse as

cleantech, virtualization, and defense technologies, Franklin

provides strategic guidance for business plan development, capital formation,

technology transfer commercialization opportunities, and critical partnerships.

Ed Rosenfeld

Growth Services Practice Leader

[email protected]

646.545.2236

Ed joined ITAC in the summer of 2011 in the position

of Growth Services Practice Leader. In this position he

helps implement ITAC's business growth services,

including the Innovation Engineering Management

System, the Family Business Advisor program,

Professional Business Advisor, organizational development, green and other

marketing, sales team and plan development, financial controls and reporting,

and strategic planning. Prior to joining ITAC, Ed worked as a family business

consultant, assisting family businesses with strategic and succession planning,

turn-around strategies, and conflict intervention, among other services.

Additionally, Ed worked as a financial consultant in the areas of financial

planning and wealth management.

39 BroadwaySuite 1110

New York, NY 10006

212.809.3900

[email protected]

www.itac.org

Funded by

NYSTAREmpire State DevelopmentDivision of Science,Technology & Innovation

Meet the ITAC speakers


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David S. Rose davidsrose

Rose Tech Ventures .com / about.me

158 West 29th Street 11th Floor linkedIn / facebook

New York, NY 10001-5300 quora / foursquare

(212) 228-8770 voice gmail / twitter / tungle

(212) 228-9911 fax

[email protected]

David S. Rose is an Inc. 500 CEO, serial entrepreneur and early stage investor who

has founded or funded over 80 pioneering companies that are helping to define thefuture. He has been described by Forbes as New Yorks Archangel, by

BusinessWeekas a world conquering entrepreneur, by Crains New York Business asthe father of angel investing in New York, and by Red Herring magazine as

patriarch of Silicon Alley.

From his initial involvement with the first online communities in the 1970s, through

founding one of the first personal computer training companies in the 1980s, one of

the first wireless data information networks in the 1990s, and the first global angel

investing platform in the 2000s, David has been at the forefront of innovation in

business and technology.

Among the fields in which he has been actively involved as an executive, board

member or investor are: wireless communications, consumer electronics,

crowdsourcing, international finance, social networking, space tourism, user-

generated content, online video, mobile network security, biological testing,

electronic music, citizen journalism, out-of-home advertising, fiber-opticnetworking, concierge medicine, online marketing, interactive voice response, and

many others.

As an entrepreneurial executive himself, David is the founder and CEO of Gust,

which operates the international standard collaboration platform for startupfinancing, used by hundreds of thousands of entrepreneurs in 92 countries to

connect with over 40,000 accredited investors.

He is also Managing Director ofRose Tech Ventures; Founder and Chairman

Emeritus ofNew York Angels; and Founding Track Chair for Finance and

Entrepreneurship atSingularity University, the Google/NASA-sponsored post-

graduate program in exponential technologies.

He is a member of the boards of directors of Comixology; KoolSpan; Pond5; Social

Bomb; Por ti, Familia; Magnify Networks; TekServe and the NY Tech Meetup, and

serves as an active early stage investor in companies including BioScale, Mashery,

Space Adventures, SayMedia, LearnVest, and PublicStuff.

David is well known in the business startup community for discovering andmentoring high-potential entrepreneurs, and has been profiled by BusinessWeekas

The Pitch Coach for his ability to help CEOs perfect their fundraising skills. He is aregular speaker at business schools including Yale, Harvard, Columbia, Pace, Stevens


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David S. Rose Page Two

and Penn State, and was named 2009 Mentor of the Year by NYUs Stern School of

Business.

Prior to founding AirMedia Corporation in 1988, for which he served as CEO forover ten years, his career included over fifteen years in real estate development,

government, teaching and urban planning. David was co-founder and Chairman ofThe Computer Classroom and Vice President at Rose Associates, Inc. Earlier, he

served as Deputy Director of the New York office of US Senator Daniel Patrick

Moynihan.

A native New Yorker, David has a BA in Urban Affairs from Yale University, an MBA

in Finance from Columbia Business School and a D. Eng. (hc) from Stevens Institute

of Technology. He is a graduate of the New York City public school system and

Horace Mann High School. He is an Associate Fellow of Pierson College at Yale

University and a member of the Entrepreneurship Advisory Boards of Columbia

Business School and Yale University.

David can be followed online @davidsrose.

For additional background:

Website: www.rose.vc

Blog: www.rose.vc/angelnotes

Quora answers: http://www.quora.com/David-S-Rose/answers
http://www.rose.vc/http://www.rose.vc/angelnoteshttp://www.quora.com/David-S-Rose/answershttp://www.quora.com/David-S-Rose/answershttp://www.quora.com/David-S-Rose/answershttp://www.rose.vc/angelnoteshttp://www.rose.vc/

crowdfundingjobsact final 06-14-12

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