This is the slide presentation form NowStreet's 3/13/14 "Reviving Capital Formation with Reg A Crowdfunding" webinar. Speakers included key sponsor of the JOBS Act, Congressman Patrick McHenry as well as industry influencers: David N. Feldman and Samuel S. Guzik of Richardson Patel LLP. The webinar which can be found at https://www.brighttalk.com/webcast/9407/103933 focuses on: • Can Reg A Crowdfinanced Offerings replace the conventional small cap IPO? • Examining Tier 1 and Tier 2 Reg A offerings • Exempting Reg A from state blue sky laws • Reg A Crowdfinance versus Title III Crowdfinance • Is a JOBS Act 2.0 in our imminent future?

1. Although there hasn’t been as much attention drawn to Title IV of the JOBS Act, raising the Reg A threshold to $50M and exempting Reg A offerings from
state blue sky laws can potentially transform the small cap equity markets - particularly in conjunction with a viable venture exchange and crowd-
investing principles.
Join us for this timely and informative webinar as key sponsor of the JOBS Act, Congressman Patrick McHenry as well as industry influencers: David N.
Feldman and Samuel S. Guzik of Richardson Patel LLP illustrate how Reg A can play a critical role in facilitating capital formation.
Key discussion points will include:
 Can Reg A Crowdfinanced Offerings replace the conventional small cap IPO?
 Examining Tier 1 and Tier 2 Reg A offerings
 Exempting Reg A from state blue sky laws
 Reg A Crowdfinance versus Title III Crowdfinance
 Is a JOBS Act 2.0 in our imminent future?
Moderated by:
Dara Albright of NowStreet Wire
Samuel Guzik
Richardson Patel LLP
Rep Patrick McHenry
U.S. Congressman
Reviving Capital Formation with Reg A Crowdfunding
David Feldman
Richardson Patel LLP

2. Regulation A+ Proposal:
Making the Grade?
David N. Feldman, Esq., Partner
Richardson & Patel LLP
NowStreet Wire Webinar
March 13, 2014
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3. Topics
• Existing Regulation A
• JOBS Act Changes – Regulation A+
• New Proposed SEC Rules
• Possible Comments and Changes
• Summary of Benefits vs. S-1
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4. Existing Regulation A
• Simplified public offering, general solicitation
permitted
• $5 million limit per year
• Full state “blue sky” merit review
• No audit required
• Can “test the waters” prior to offering
• No regular SEC reporting after offering
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5. Existing Regulation A (continued)
• Up to $1.5 million in resale to be offered
• Paper filings
• Only US and Canadian companies
• Reduced disclosure in offering statement –
Q&A or narrative format
• Virtually no issuers utilized
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6. JOBS Act Changes
• Jumpstart Our Business Startups (JOBS) Act
directed SEC to effect changes to Regulation A
to enhance attractiveness and protection
• Maximum offering to be increased to $50
million
• State blue sky review preempted if sold to
“qualified purchasers”
• SEC can require audit, some reporting
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7. New Proposed SEC Rules
• Two tiers: Tier I up to $5 million and Tier II
anything up to $50 million in 12 months
• Test the waters expanded to pre- and post-
filing of offering statement
• Filings can be confidential until 21 days before
SEC approval
• Tier II Offerings blue sky exempt for all
investors
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8. New Proposed SEC Rules (cont’d 1)
• Audited financials required in Tier II, but
Canadian can use IFRS
• Post-offering reporting after Tier II: six month
and annual reports plus current reports, no
insider, proxy or tender offer filings
• Up to $15 million in resale securities in Tier II
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9. New Proposed SEC Rules (cont’d 2)
• No more than 10% of income or net worth can
be invested
• Only narrative disclosure format or S-1
• Shelf offering possible for up to two years
• Still otherwise non-reporting, US/Canada
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10. Possible Comments and Changes
• Simple method to become reporting (8-A)
• No investment limit for accrediteds, or no
limits at all
• Allow shell companies and SPACs
• Allow foreign companies and IFRS
• Reconsider $50MM limit
• No blue sky for public resale
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11. Summary of Benefits vs. S-1
• Test waters with any investor
• Blue sky exempt
• Reduced offering disclosure
• Less post-offering reporting than ‘34 Act – no
insider or proxy filings
• Confidential filing during road shows
• Trade on OTCQX if qualified
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12. Questions?
David N. Feldman, Esq.
Richardson & Patel LLP
The Chrysler Building
405 Lexington Ave., 49th Floor
New York, NY 10174
dfeldman@richardsonpatel.com
www.richardsonpatel.com
www.DavidFeldmanBlog.com
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13. Congressman Patrick McHenry
10th District of North Carolina
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http://mchenry.house.gov/

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32. Take Action!
Contact your local congressman:
http://www.house.gov/representatives/find/
To contact the SEC go to www.sec.gov or send letters to:
The Honorable Mary Jo White
U.S. Securities & Exchange Commission
100 F. Street, NE
Washington, D.C. 20549
RE: Rulemaking Under Title IV of the JOBS Act (Regulation A+)
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33. The Webinar Sequel - May 20, 2014 at 1pm EST
“Creating Liquid Secondary Markets for
Crowdfinance and Newly Public Small Caps”
https://www.brighttalk.com/webcast/9407/105697
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David Feldman
Richardson Patel LLP
Sam Guzik
Richardson Patel LLP
David Weild
Chairman of IssuWorks
Former Vice Chairman of NASDAQ