Eleazer Klein PIPEs Current Issues ― A Legal And Regulatory Overview

What Is A PIPE? “Private Investment in Public Equity” Marketplace Includes: –PIPE Structures –Registered Directs –Equity Lines –SPACs –High Yield Style Deals

PIPE Structures Common Stock Convertible Preferred Convertible Debt Warrants 144A

Typical Deal Timeline Contact Effectiveness of Registration Statement Term Sheet Signing Closing Negotiation Registration Filing of Registration Statement

Legal Hot Buttons Material Non-Public Information –Pre-Transaction –Post-Transaction Hedging Strategies –Pre-Closing –Pre-Borrow / “Icing” –Post-Closing Trading Limitations –Affiliates –Board Seats Section 13 –5% Reporting Threshold –Passive (13G) vs. Active (13D) Status Section 16 –10% Reporting Threshold

Regulatory Issues Stock Market Regulation –Discounted Issuance (20%) Rules Tax Considerations –FIRPTA –Real Estate Holding Company –Withholding / Tax Gross Up Hart-Scott-Rodino –$ 56.7 Million Threshold –Passive Investor Exemption for <10% Holder Security Interests