The documents summarize representative private investment in public equity (PIPE) transactions and registered direct offerings conducted by Ellenoff Grossman & Schole LLP in 2008-2010. The firm acted as counsel for companies conducting equity offerings, investors participating in the offerings, and placement agents involved. The transactions ranged from $300,000 to $120,000,000 and involved companies across various industries and stock exchanges.

1. Ellenoff Grossman & Schole LLP
2008 Representative PIPE Transactions
Areas of Practice Include:
Hudson Holding Corp. Elephant Talk Velocity Asset Management
CORPORATE AND
SECURITIES
(OTCBB:HDHL) Communications, Inc. (AMEX:JVI)
(OTCBB:ETAK)
$4,000,000 $3,307,000 $855,000
Private investment in public equity (PIPE) consisting Private investment in public equity (PIPE) consisting Acting through
PUBLIC OFFERING of Common Stock & Warrants of Common Stock and Warrants
Anderson & Strudwick
Private investment in public equity (PIPE) consisting
of Common Stock and Warrants
P R I VA T E E Q U I T Y /
June 20, 2008 June 6, 2008 May 2008
VENTURE CAPITAL
EG&S acted as counsel to Hudson Holding Corp. EG&S acted as counsel to Elephant Talk EG&S acted as counsel to Velocity Asset Management
MERGERS AND
ACQUISITIONS
P R I VA T E
Counter Point Group, Inc. Hybrid Dynamics Corp.
(OTCBB:HBDY)
Enhance Skin Products, Inc.
( OTCBB:EHSK )
INVESTMENT FUNDS
$561,000 $300,000 Amount Undisclosed
REAL ESTATE
Acting through Acting through
DEVELOPMENT &
FINANCE
Joseph Stevens & Company Joseph Stevens & Company Private investment in public equity (PIPE) consisting
of Common Stock & Warrants
Private investment in public equity (PIPE) consisting Private investment in public equity (PIPE) consisting of
of Convertible Preferred Stock & Warrants Convertible Preferred Stock, Warrants & Common Stock
COMMERCIAL LEASING
March 18, 2008 January 31, 2008 August 14, 2008
EG&S acted as counsel to Joseph Stevens EG&S acted as counsel to Joseph Stevens EG&S acted as counsel to Enhance Skin Products
BROKER-DEALER
REGULATION
INTERNATIONAL AND 150 East 42nd Street New York, NY 10017-5612
DOMESTIC TAX
phone (212) 370-1300 fax (212) 370-7889
www.egsllp.com

2. Ellenoff Grossman & Schole LLP
2009 Representative PIPE Transactions
Areas of Practice Include:
Elephant Talk Octavian Global Vringo, Inc.
CORPORATE AND
SECURITIES
Communications, Inc. Technologies, Inc.
(OTCBB:ETAK) (OTCBB:OCTV)
$5,111,000 $4,000,000 $3,000,000
PUBLIC OFFERING
Private investment in public equity (PIPE) Private investment in public equity (PIPE) Private investment in public equity (PIPE)
consisting of Preferred Stock and Common Stock consisting of Common Stock and Warrants consisting of Common Stock and Warrants
P R I VA T E E Q U I T Y /
July 31, 2009 May 20, 2009 December 31, 2009
VENTURE CAPITAL
EG&S acted as counsel to Elephant Talk EG&S acted as counsel to the lead investor EG&S acted as counsel to Vringo
MERGERS AND
ACQUISITIONS
P R I VA T E CNS Response, Inc. Power Efficiency Corp.
INVESTMENT FUNDS (OTCBB:CNSO) (OTCBB:PEFF)
$2,043,000 $835,000
REAL ESTATE Acting through
DEVELOPMENT & Maxim Group LLC Private investment in public equity (PIPE)
FINANCE consisting of Series C Preferred Shares and Warrants
Private investment in public equity (PIPE) consisting
of Common Stock and Warrants
COMMERCIAL LEASING
August 27, 2009 August 12, 2009
EG&S acted as counsel to Maxim Group LLC EG&S acted as counsel to Power Efficiency
BROKER-DEALER
REGULATION
INTERNATIONAL AND 150 East 42nd Street New York, NY 10017-5612
DOMESTIC TAX
phone (212) 370-1300 fax (212) 370-7889
www.egsllp.com

3. Ellenoff Grossman & Schole LLP
2009 Representative PIPE Transactions
Areas of Practice Include:
Merit Times Design Within Reach, Inc.
ORPORATE E NDD
CORPORAT A AN International Ltd. (NASDAQ:DWRI)
SECURITIES
$17,000,000 $15,000,000
Acting through
PUBLIC OFFERING Private investment in public equity (PIPE) consisting
Grandview Capital, Inc and of Common Stock and Convertible Preferred Stock
Rodman & Renshaw, LLC
Private investment in public equity (PIPE)
consisting of Ordinary Shares and Warrants
P R I VA T E E Q U I T Y /
November 16, 2009 August 3, 2009
VENTURE CAPITAL
EG&S acted as counsel to placement agents EG&S acted as counsel to Glenhill Capital
MERGERS AND
A CQ U I S I T I O N S
P R I VA T E
A.C. Moore Arts & Zoom Technologies, Inc.
INVESTMENT FUNDS Crafts, Inc. (NASDAQ:ZOOM)
(NASDAQ:ACMR)
REAL ESTATE
DEVELOPMENT &
$10,000,000 $10,000,000
FINANCE Private investment in public equity (PIPE) Private investment in public equity (PIPE)
consisting of Common Stock and Warrants consisting of Common Stock and Warrants
COMMERCIAL LEASING
May 28, 2009 October 20, 2009
EG&S acted as counsel to Glenhill Capital EG&S acted as counsel to Zoom Technologies
BROKER-DEALER
REGULATION
INTERNATIONAL AND
DOMESTIC TAX 150 East 42nd Street New York, NY 10017-5612
phone (212) 370-1300 fax (212) 370-7889
www.egsllp.com

4. Ellenoff Grossman & Schole LLP
2010 Representative PIPE Transactions
Areas of Practice Include:
Compass Acquisition Corp. Zoom Technologies, Inc.
ORPORATE E NDD
CORPORAT A AN
(NASDAQ:ZOOM)
SECURITIES
$9,600,000 $7,926,240
PUBLIC OFFERING Private investment in public equity (PIPE) Private investment in public equity (PIPE)
consisting of Common Stock and Warrants consisting of Common Stock and Warrants
P R I VA T E E Q U I T Y /
October 6, 2010 November 16, 2010
VENTURE CAPITAL
EG&S acted as counsel to Compass Acquisition EG&S acted as counsel to Zoom
MERGERS AND
A CQ U I S I T I O N S
P R I VA T E
NMT Medical, Inc. Elephant Talk
(NASDAQ:NMTI) (OTCBB:ETAK)
INVESTMENT FUNDS
$5,800,000 $2,885,000
REAL ESTATE Acting through
Private investment in public equity (PIPE)
DEVELOPMENT &
FINANCE
consisting of Common Stock and Warrants Sandgrain Securities and
with Institutional Investors QMG (Europe)
Private investment in public equity (PIPE) consisting
of Common Stock and Warrants
COMMERCIAL LEASING
February 17, 2010 May 2010
EG&S acted as counsel to the Investors EG&S acted as counsel to Elephant Talk
BROKER-DEALER
REGULATION
INTERNATIONAL AND
DOMESTIC TAX 150 East 42nd Street New York, NY 10017-5612
phone (212) 370-1300 fax (212) 370-7889
www.egsllp.com

5. Ellenoff Grossman & Schole LLP
2010 Representative PIPE and Registered Direct Transactions
Areas of Practice Include:
SKIL Ports & Elephant Talk
ORPORATE E NDD
CORPORAT A AN Logistics Limited
(AIM:SKPL.L)
Communications, Inc.
(OTCBB:ETAK)
SECURITIES
$120,000,000 $14,000,000
Acting through Acting through
PUBLIC OFFERING
Cenkos Securities PLC and Dawson James Securities, Inc.
Dahlman Rose & Company, LLC
Concurrent offering and listing on Private investment in public equity (PIPE)
AIM market of London Stock Exchange consisting of Common Stock and Warrants
P R I VA T E E Q U I T Y /
October 7, 2010 October 8, 2010
VENTURE CAPITAL
EG&S acted as counsel to Dahlman Rose EG&S acted as counsel to Elephant Talk
MERGERS AND
A CQ U I S I T I O N S
SOKO Fitness & Spa BioDelivery Sciences
P R I VA T E
INVESTMENT FUNDS Group, Inc.(OTCBB:SOKF)
International, Inc.
(NASDAQ:BDSI)
REAL ESTATE $10,000,000 $10,000,000
DEVELOPMENT &
FINANCE
Private investment in public equity (PIPE) Registered Direct offering of
consisting of Common Stock Common Stock and Warrants
COMMERCIAL LEASING
April 29, 2010 April 23, 2010
EG&S acted as counsel to Soko EG&S acted as counsel to BioDelivery Sciences
BROKER-DEALER
REGULATION
INTERNATIONAL AND
DOMESTIC TAX 150 East 42nd Street New York, NY 10017-5612
phone (212) 370-1300 fax (212) 370-7889
www.egsllp.com

6. Ellenoff Grossman & Schole LLP
2010 Representative Registerd Direct Transactions*
Areas of Practice Include:
CORPORATE AND
AutoChina International Ltd. Advanced Battery Technologies, Inc. CAMAC Energy, Inc.
(NASDAQ:AUTC) (NASDAQ:ABAT) (AMEX:CAK)
SECURITIES
$70,000,000 $30,000,000 $20,502,024
acting through acting through acting through
PUBLIC OFFERING Rodman & Renshaw LLC and Rodman & Renshaw LLC Rodman & Renshaw LLC
Chardan Capital Markets, LLC
Registered Direct financing Registered Direct financing Registered Direct financing
transaction for Common Stock transaction for Common Stock transaction for Common Stock
P R I VA T E E Q U I T Y /
VENTURE CAPITAL June 3, 2010 December 3, 2010 December 21, 2010
EG&S acted as counsel to the placement agents EG&S acted as counsel to the placement agent EG&S acted as counsel to the placement agent
MERGERS AND
ACQUISITIONS
China XD Plastics Company Ltd. BioSante Pharmaceuticals, Inc. Pacific Asia Petroleum Inc.
P R I VA T E (NASDAQ:CXDC) (NASDAQ:BPAX) (NYSE:PAP)
INVESTMENT FUNDS
$20,000,000 $18,000,003 $17,500,011
REAL ESTATE acting through acting through acting through
DEVELOPMENT &
FINANCE Rodman & Renshaw LLC Rodman & Renshaw LLC Rodman & Renshaw LLC
Registered Direct financing Registered Direct financing Registered Direct financing
transaction for Common Stock transaction for Common Stock transaction for Common Stock
COMMERCIAL LEASING
October 8, 2010 March 9, 2010 March 8, 2010
EG&S acted as counsel to the placement agent EG&S acted as counsel to the placement agent EG&S acted as counsel to the placement agent
BROKER-DEALER
REGULATION
150 East 42nd Street New York, NY 10017-5612
INTERNATIONAL AND phone (212) 370-1300 fax (212) 370-7889
DOMESTIC TAX
www.egsllp.com
*While members of the Firm were with Weinstein Smith