Mergers & Acquisitions / Joint Ventures
Venture Capital & Private Equity
Securities
Life Science
Venture Lending, Banking & Project Finance & Structured Finance
Intellectual Property and Licensing
Fund Formation
Restructuring & Bankruptcy
Real Estate
Defense Contracting

Litigation

Mergers & Acquisitions / Joint Ventures

Represented the founders of Media Storm, LLC, an entertainment industry advertising and marketing agency, in connection with a recapitalization effected through the sale of membership interests by Shamrock Capital Growth Fund II, L.P., a private equity fund focusing on media, entertainment and communications businesses, to TZP Group LLC, a New York firm focused on control investments in business and consumer services companies.

Represented Global Bay Mobile Technologies Inc., a provider of next-generation mobile retail solutions, in connection with its acquisition by merger by VeriFone Systems, Inc. (NYSE: PAY), a leader in secure electronic payment solutions.

Represented Paladyne Systems, Inc., provider of a fully integrated hosted solution for the global investment management industry, in connection with its acquisition by merger with Broadridge Securities Processing Solutions, Inc., a subsidiary of Broadridge Financial Solutions, Inc. (NYSE:BR).

Represented ClickEquations, Inc., which provides a search platform for large advertisers and ad agencies, in connection with the sale of its assets to Channel Intelligence, Inc., an industry leading technology and marketing services company.

Represented LifeStreet Corporation, operator of a leading online ad network and other online businesses, in the sale of its LocalTwist division to Buy With Me, Inc., operator of a nationwide online group discount buying and deal of the day business.

Represented The Info Project, Inc., a New York-based advisory and research firm, in connection with the sale of its assets to The 451 Group, a leading technology-industry analyst company.

Represented LexisNexis, a division of Reed Elsevier Inc., in connection with the sale of all of the assets of Advertising Red Books, an agency-to-advertiser relationship portal and competitive intelligence provider, to Red Books LLC, an acquisition vehicle formed by PKS Capital International, a private equity fund.

Represented Verge Solutions, LLC, a provider of software and software solutions for healthcare organizations, in connection with the acquisition, by way of merger, of Peminic Inc.

Represented the management of Franklin Electronic Publishers, Incorporated, a publicly traded developer and distributor of electronic information on hand held devices, in connection with their acquisition of the company in a going private transaction.

Represented Majestic Research Corp., an independent provider of data-driven equity research for the institutional investment community, in connection with its acquisition by Investment Technology Group, Inc. (NYSE: ITG), a leading agency broker and financial technology firm.

Represented Connectiva Systems Inc., a leading provider of revenue management solutions, in connection with the acquisition of Olista Ltd., a company which develops, markets, and sells software solutions for cellular telephone operators.

Represented Vortex Control Technology, a company specializing in the creation of products that reduce drag on aircrafts and improves control and stability on other vehicles, in an exclusive technical licensing transaction with Consulting Aviation Services Inc. for the commercialization of advanced flight efficiency technologies developed by CAS. The transaction was lead by our client, Propeller Investments, a private equity firm focused upon the aviation industry.

Represented MediaMath, Inc., a cross-exchange advertising management services and technology company, in connection with the acquisition of the assets of Adroit Interactive LLC, developer of a platform to modify, deploy, test, and optimize online advertising in real time.

Represented Tripology, Inc., a travel industry lead generation company, a shareholder of which included Ascend Ventures, in connection with the sale of its assets to Rand McNally, a portfolio company of Patriarch Partners LLC.

Represented WebAMG Holdings Limited, a global product development and online advertising company based in California, in connection with its acquisition of the online ad network business of SocialCash, Inc., a social media ad network owner.

Represented Giant Realm, Inc., a gaming community ad network, the shareholders of which included Edison Venture Fund, Comcast Interactive Capital, Softbank Capital, in connection with the sale of its assets to Burst Media Corporation (London Stock Exchange: BRST).

Represented Majestic Research Corp., an independent provider of data-driven equity research for the institutional investment community, in connection with its purchase of the assets of Rood Research, Inc., a provider of market research on the pharmaceutical and biotechnology industries.

Represented Capsoft UK Limited, a leading international provider of document automation software and services, in its purchase of the HotDocs® software business from LexisNexis, a division of Reed Elsevier.

Represented UBS Financial Services Inc. (NYSE: UBS) in connection with sale of 56 branches of its Wealth Management Americas Group to Stifel, Nicolaus & Company, Incorporated (NYSE:SF).

Represented BlinkTwice, Inc., a leading firm in the development, manufacturing and marketing of alternative and augmentative communications products, in the acquisition of its business by DynaVox Systems LLC, a developer and provider of such products.

Represented the shareholders of Media Storm, LLC, an entertainment industry advertising and marketing agency, in connection with a recapitalization effected through the sale of membership interests to Shamrock Capital Growth Fund II, L.P., a private equity fund focusing on media, entertainment and communications businesses, with financing provided by NewStar Financial, Inc., a Boston-based commercial finance company, and City National Bank.

Represented Primary Group Inc., a company that acquires and manages US-based insurance services businesses, in connection with the acquisition of Underwriters & Brokers, Inc., a Michigan based provider of insurance services.

Represented John Shawn Productions, Inc., a company engaged in operating souvenir photography services at tourist and retail destinations, in connection with the sale of certain of its photography operations to Freeze Frame, LLC.

Represented Primary Group Inc., a company that acquires and manages US-based insurance services businesses, in connection with the sale of its membership interest in Site Inspection, LLC, a provider of loss control inspection services, to York Insurance Services Group, Inc., a national provider of insurance services.

Represented the members of Kinesis, LLC, a provider of consulting services with respect to online and offline marketing strategies, in connection with the sale of the outstanding membership interests of Kinesis, LLC to FTI Consulting, Inc.

Represented FMS Investment Corp. and FMS Services, LLC, a Chicago-based Private Collection Agency contractor to the US Department of Education Federal Student Aid, in their acquisition of Platinum Recovery Services LLC, a California-based debt collection service provider.

Represented Prime Visibility, LLC, a leading search engine marketing firm, in its acquisition by Prime Visibility Media Group, which is headed by Steve Rosenberg, former president of Universal Domestic Television.

Represented the members of SECCAS LLC, a provider of network based managed compliance services for electronic messaging, in connection with an acquisition of the SECCAS business by Perimeter Internetworking Corp., a network security solutions provider backed by Goldman Sachs and Bessemer Venture Partners.

Represented Reval.com, Inc., a global leader in financial risk management solutions and services, in connection with a $28 million acquisition and expansion financing transaction led by affiliates of Commonwealth Capital Ventures and North Bridge Venture Partners.

Represented Kenneth Cole Productions, Inc., an international fashion brand, in connection with its acquisition of the Le Tigre sportswear brand and related intellectual property and inventory.

Represented New Heights Capital LLC, a private equity firm focused on investing in small businesses, in connection with its leveraged acquisition through New Heights Capital Partners I LLC, a newly formed investment partnership, of a controlling interest in the "Fitness Edge" chain of 6 fitness clubs located in Southern Connecticut.

Represented Viridis Energy Capital Pty. Limited, an Australia-based private equity fund that acquires and operates clean energy assets worldwide, in connection with its acquisition from U.S. Renewables Group and other equity holders of two landfill gas electric generation facilities located in California.

Represented Scientific Industries, Inc. in its acquisition of a privately held company engaged in the production and sale of catalyst research instruments for cash and stock consideration.

Represented Kenneth Cole Productions, Inc., an international fashion brand, in connection with its acquisition of certain intellectual property and other assets of a New York-based shoe designer and manufacturer.

Represented Kali Laboratories, a developer and manufacturer of generic drugs, in its acquisition by Par Pharmaceuticals (NYSE:PRX) for $140 million in cash.

Represented the stockholders of North American Airlines, a passenger charter airline, in a sale to World Air Holdings, Inc., a passenger and cargo airline.

Represented Wexford Capital LLC, a private equity fund, in its joint venture with Franco Compania Naviera, S.A., a Greek shipping company, formed for the purpose of venture investment in and management of shipping vessels.

Represented International Wood LLC in its acquisition of the wood product manufacturing business of Weslaco Holding Company, which acquired the operating assets of Caldwell/VSR, Inc. during Caldwell's Chapter 11 reorganization proceeding. Upon completion of this acquisition, International Wood became a significant provider of wood blind components sold to the leading manufacturers of window treatment products, including Hunter Douglas and Blinds-To-Go.

Represented Power Play Energy in the sale of water desalinization technology and assets to Oases Desalination International, Ltd., an international provider of water desalinization systems.

Represented Scrittura, Inc., a provider of document automation technology and straight-through-processing for the non-exchange based trading operations of financial services institutions, in connection with its acquisition by merger with a subsidiary of Interwoven, Inc. (Nasdaq: IWOV), provider of Enterprise Content Management (ECM) solutions, for consideration consisting of approximately $16.3 million in cash at closing and up to $2.0 million in subsequent performance-based cash payments.

Represented certain shareholders of Nycomed, a European pharmaceuticals company with a value of €1,800,000,000 and offices in 18 European markets, in connection with the acquisition by Nordic Capital of a controlling interest in Nycomed from a group of investors led by DLJ Merchant Banking and The Blackstone Group.

Represented Fountainhead Development, LLC in the sale and restructuring of Chateau Elan Winery & Resort, located outside Atlanta, Georgia, and the St. Andrews Bay Golf Resort & Spa, located in St. Andrews Bay, Scotland, and the related hotels and inns, four golf courses, a winery, a spa, an equestrian center, thousands of acres of both developed and undeveloped commercial and real property, and all the related hospitality businesses.

Represented B&P International Insurance Brokerage LLC, an international marine insurance brokerage firm, in the sale of substantially all its assets to Arthur J. Gallagher & Co. (NYSE:AJG) an international insurance brokerage and risk management services firm.

Represented the shareholders of Symphony Data Corporation, a business process outsourcing company, in the sale of the company and its Indian sister company, to STI Knowledge.

Represented a producer and international distributor of candies in its purchase of a producer and international distributor of a complimentary candy line and the related financing of this acquisition consideration through the sale to institutional investors of the acquirors Series B Convertible Preferred Stock.

Represented Virtual Sciences LLC, in its acquisition of substantially all the assets of Mirage Graphic Studio, LLC. Virtual Sciences specializes in 3-D architectural visualization.

Represented Richardson Foods, Inc. in its acquisition by merger of two companies engaged in the production and international sale of candies, including "Beechies."

Represented the sponsor in a $17.5 million leveraged buy-out of a national provider of automotive repair services with $70 million in revenues, including the negotiation of debt and equity financing and the related acquisition.

Represented the stockholders of iSpace Software Technologies in the sale of US, Indian and Mauritius companies providing information technology and claims processing services to Amisys Synertech, Inc., a provider of information technology and claims processing services to the healthcare industry.

Represented a UBS (NYSE: UBS) in the sale of its shares in Transcentive, Inc., a leading provider of solutions for equity plan administration and financial reporting, to Computershare Limited, a leading financial services and technology provider for the global securities industry.

Represented the seller in the sale of an internet marketing company for approximately $24 million payable in cash and stock.

Represented the principal stockholders of TM Media, Inc. an information technology events and conferences company in connection with the sale of their stock in such company to, and executive employment agreements with Ziff-Davis Media, Inc.

Represented Wexford Capital LLC, a private equity fund, in its sale of certain tanker vessels to General Maritime Corporation, a publicly-traded shipping company.

Represented Tarpan Therapeutics, Inc., an early stage drug development company, in its merger with Manhattan Pharmaceuticals, Inc. (MHTT.OB).

Represented Energy Developments Limited, a publicly-owned Australian energy and resources company, in its joint venture with bio-mass gasification systems manufacturer BrightStar SynFuels.

Represented VNU Marketing Information, Inc., the world’s largest marketing services organization, in a joint venture between VNU and a subsidiary of Valassis Communications, Inc., resulting in the formation of a direct to consumer marketing services joint venture.

Represented Elan Corporation, plc, a worldwide pharmaceutical and biotechnology company, in the structuring and formation of joint ventures with U.S. biotechnology companies to develop and license new drug products and technologies.

Represented Claimsnet.com, a leading healthcare transaction processor, in the acquisition of certain assets of VHx Company, an Internet-technology company focused upon healthcare information services.

Represented Prime Charter Ltd., a NYSE broker-dealer, in its acquisition by Fahnestock & Co., Inc., a national brokerage firm and wholly-owned subsidiary of Fahnestock Viner Holdings Inc., a NYSE-listed company.

Represented Square Industries, a major publicly-owned parking operator, in connection with its acquisition by the NYSE-listed Central Parking System, Inc.

Venture Capital & Private Equity

Represented Health Guru Media, Inc., which operates www.healthguru.com, the web’s leading destination for health information among 18 to 40 year-olds, in connection with a follow-on sale of its Series A-1 Preferred Stock. Investors in the round included Dace Ventures and Castile Ventures.

Represented Eco-mail Development, LLC, a provider of paperless mail distribution solutions, in connection with the sale of convertible promissory notes.

Represented Food Allergy Initiative, Inc., the largest private source of funding for food allergy research in the United States, in connection with a seed equity financing of Allergen Research Corporation, a California-based company focused on the clinical development of allergens for immunotherapy of patients with food allergies.

Represented FMS Services Inc., a Chicago-based debt collection and financial services company, in connection with its corporate reorganization and sale of Series B Preferred Stock to Inter-Atlantic Group, a New York-based private equity firm.

Represented ServiceChannel.com in connection with a follow-on sale of its Series B Preferred Stock to SJF Ventures II, L.P. ServiceChannel has created an online platform that enables facility managers and service contractors to communicate, collaborate and control costs.

Represented Greycroft Partners, LLC, a venture capital partnership focusing on investments in digital media companies, in connection with a Series A investment in Elevation, Inc., a Chicago-based interactive marketing and technology firm.

Represented Cinchcast, Inc., a provider of internet broadcasting technology and services, in connection with its Series B Preferred Stock financing, led by an affiliate of Guggenheim Partners.

Represented Spanfeller Media Group, Inc., publisher of The Daily Meal website and developer of other content-rich websites, in connection with its Series B Preferred Stock financing, led by VantagePoint Capital, with participation by Softbank Capital, Greenhill SAVP and RRE Ventures.

Represented ARC Angel Fund, a New York-based angel round capital fund, in connection with its purchase of convertible promissory notes of Medivo, Inc., a company focused on bringing personalized medicine into practice in the areas of preventive and therapeutic care.

Represented SJF Ventures II, L.P., a North Carolina-based venture capital fund, as the lead investor in connection with the convertible promissory note financing of FieldView Solutions, Inc., an industry-leading provider of data center operations, management and efficiency software solutions. Osage Partners II, LP and Milestone Venture Partners III, LP were co-investors in the financing.

Represented ARC Angel Fund, a New York-based angel round capital fund, in connection with its purchase of the Series AA Preferred Stock of MyNines, Inc., an online aggregator of sample sale sites.

Represented ARC Angel Fund, a New York-based angel round capital fund, in connection with its investment in the Series A-1 Preferred Stock of Altruik, Inc. Altruik develops an automated platform that streamlines the SEO process, and simplifies the implementation SEO transformations for ecommerce and online businesses.

Represented Health Guru Media, Inc., which operates www.HealthGuru.com, the web's leading destination site for health information among 18 to 40 year olds, in connection with its recapitalization and sale of a newly created series of preferred stock. Investors in the round included Castile Ventures, Village Ventures and Granite Point Capital.

Represented Ciao Bella Gelato Co., Inc., in connection with a follow on sale of its Series A Preferred Stock to its current investors, Shrebrooke Capital and Encore Consumer Capital. Ciao Bella is a producer of ultra-premium ice cream and sorbets sold in stand alone company stores and supermarkets throughout the country.

Represented FSAStore.com, Inc., in connection with its sale of Series A Preferred Stock to Point Judith Capital. FSAStore, Inc. operates www.fsastore.com, an online one-stop-shop stocked exclusively with Flexible Spending Account-eligible products and services.

Represented Zelkova Ventures, an early-stage venture investor in technology enabled services and consumer product companies, in connection with its investment in the Series A Preferred Stock of Jibe, Inc., an online social recruiting platform that links recruiters with job seekers through common social connections. Other investors in the round included Polaris Venture Partners and LererMedia Ventures.

Represented Osage Venture Partners and Milestone Ventures Partners in connection with a $3 million Series B Preferred Stock investment in Collections Marketing Center, Inc. a collections industry services company which offers SaaS-based products to help creditors improve collector productivity and reduce financial losses.

Represented Assura Group of NY, Ltd., an underwriter of lost wage insurance, in connection with a $1,500,000 Series B Convertible Preferred Stock financing by an insurance company partner.

Represented OfferMobi, operator of a performance marketing network for mobile advertising campaigns, in connection with its bridge debt financing led by ARC Angel Fund, a New York-based angel round capital fund.

Represented Coalfire Systems, Inc., a leading provider of IT audit and compliance management services, in connection with a $5,000,000 Series A Preferred Stock financing by Baird Venture Partners.

Represented Pontiflex, Inc., which operates a signup ads platform for advertisers that want to connect with people on mobile apps and websites, in connection with sale of its Series C Convertible Preferred Stock. Investors in the round included Greenhill SAVP, New Atlantic Ventures and RRE.

Represented MediaMath, Inc., a cross-exchange advertising management services and technology company, in connection with its Series B-1 Convertible Preferred Stock financing by Safeguard Delaware, Inc., a subsidiary of Safeguard Scientifics, Inc. (NYSE: SFE) and Catalyst Investors II, L.P.

Represented SJF Ventures II, L.P., a North Carolina-based venture capital fund, as the lead investor in connection with the Series A-1 Preferred Stock financing of FieldView Solutions, Inc., an industry-leading provider of data center operations, management and efficiency software solutions. Osage Partners II, LP and Milestone Venture Partners III, LP were co-investors in the financing.

Represented Outpoint-FooMojo LLC in connection with its participation as lead investor in the Series B Preferred Stock financing of Rivet Games, Inc., a developer of a virtual pet application.

Represented Greenhill SAVP, an early-stage venture investor in technology enabled services and business information services companies, in connection with its participation in a Series A-1 Preferred Stock financing by Ignighter, Inc., an online group dating site.

Represented Ajaline, Inc., which operates www.ajaline.com, an exclusive online fine jewelry boutique, in connection with its Series A Preferred Stock financing.

Represented Yieldbot, Inc., a developer of real-time analytic technology solutions aimed at increasing revenue generation for publishers and advertisers, in its Series Seed Preferred Stock financing by RRE Ventures IV, LP and Betaworks Studio, LLC.

Represented Goldman Sachs and Spark Capital, a Boston-based venture capital & private equity fund focused on early stage equity investments in the media and technology sectors, in connection with their investments in the secured convertible debt financing of Next New Networks, a developer of Internet programming.

Represented Edison Venture Fund, a Mid-Atlantic private equity fund specializing in venture capital, management buyout, corporate spinout and recapitalization financings, in connection with its investment in the Series B Preferred Stock of NetProspex, Inc., developer of a sales and marketing database and metrics tools helping B-to-B decision makers find, reach, and connect with sales prospects and measure results.

Represented Cantara Financial Services, a company that invests in business process outsourcing companies, in connection with its acquisition of a membership interest in NOI Strategies LLC, a real estate consulting and outsourcing company.

Represented S R Labs, LLC, a leading provider of low latency market data and high speed exchange connectivity solutions for hedge funds and investment banks, in connection with the sale of preferred membership interests in the Company to a hedge fund based in Chicago, Illinois.

Represented Milestone Venture Partners and Osage Venture Partners in connection with their investments in a $6 million Series A Preferred Stock financing of BA-Insight, Inc., a leading enterprise information access company.

Represented Kilimanjaro Energy, Inc. (f/k/a Global Research Technologies, Inc.), a company developer of technology for the capture of carbon dioxide from the air and other sources, in connection with the sale shares of Series A Preferred Stock, convertible promissory notes and warrants to ARCH Venture Partners VII, L.P. and Comer Science & Education Foundation.

Represented Edison Venture Fund, a Mid-Atlantic private equity fund specializing in venture capital, management buyout, corporate spinout and recapitalization financings, and The Info Project, Inc., Inc., a New York-based supplier of market intelligence for the IT industry, in connection with Edison Venture Fund’s purchase of the Series B Preferred Stock of The Info Project, Inc.

Represented AdelaVoice Corporation, developer of voice enabled applications for the Internet and Social Networks, in its Series A Preferred Stock financing by Stage I Ventures, an early stage venture capital firm that focuses on companies with market enabling IP.

Represented Perella Weinberg Partners LP, a leading financial services firm, in connection with its Preferred Share investment in White Pine Trading LLC, a New York City-based international trading company.

Represented SJF Ventures II, L.P., a North Carolina-cased venture capital fund, as the lead investor in the Series A Preferred Stock financing of FieldView Solutions, Inc., an industry-leading provider of data center operations, management and efficiency software solutions. Osage Partners II, LP and Milestone Venture Partners III, LP were co-investors in the financing.

Represented Global Research Technologies, LLC, a company engaged in the research and development of technology for the capture of carbon dioxide directly from the air and other dilute sources, in its recapitalization, including conversion of existing debt to equity, admission of Columbia University as an equity holder and redomestication of the company from the State of Arizona to the State of Delaware.

Represented Power Play Energy, LLC in connection with its investment in Series 2 Preferred Stock of Infinia Corporation, a leading developer of solar power technologies, and the related recapitalization of Infinia Corporation. Co-investors in the round included GLG Partners and Vulcan Capital.

Represented Zelkova Ventures, an early-stage venture investor in technology enabled services and consumer product companies, in connection with its investment in Series A Preferred Stock of Klout, Inc., a California-based entity that tracks and measures influence on topics across the social web.

Represented Zelkova Ventures, an early-stage venture investor in technology enabled services and consumer product companies, in connection with its investment in Series A Preferred Stock of Encoding.com, Inc., a global provider of studio-class video encoding services.

Represented Power Play Energy, LLC in connection with its investment in senior debt securities of Infinia Corporation, a leading developer of solar power technologies, and the related recapitalization of Infinia Corporation. Co-investors in the round included GLG Partners.

Represented Zelkova Ventures, an early-stage venture investor in technology enabled services and consumer product companies, in connection with its investment in Series A-1 Preferred Stock of ChroniQL, Inc. (d/b/a rmbrME), a New York City-based provider of integrated business card exchange technology.

Represented MediaMath, Inc., a cross-exchange advertising management services and technology company, in connection with the sale of its Series B Preferred Stock and Common Stock to SJF Ventures II, L.P., a North Carolina-based venture capital fund, and QED Fund I, L.P., a Virginia-based venture capital fund.

Represented Pico Quantitative Trading Holdings LLC, which provides services to clients engaged in cross-asset electronic trading of securities, in connection with the sale of its Series A Preferred Stock. Goldman, Sachs & Co. and Knight Capital Group, Inc. participated as lead investors in the round.

Represented Health Guru Media, Inc., which operates www.HealthGuru.com, the web's leading destination site for health information among 18 to 40 year olds, in connection with the sale of its Series C Preferred Stock. Castile Ventures, an early stage venture capital firm based in Waltham, Massachusetts, participated as lead investor in the round. Co-investors in the round included current investors in the Company, Village Ventures, Long River Ventures and The Worcester Venture Fund.

Represented UBS (NYSE: UBS) in connection with a venture preferred investment in Kingland Systems Corporation.

Represented UBS (NYSE: UBS) in connection with a venture preferred investment in Space.com

Represented UBS (NYSE: UBS) in connection with a venture preferred investment in Juno Online Services, Inc.

Represented Locus Energy, LLC, a provider of technology services for the distributed energy market, in connection with the sale of Class A Preferred Membership Interests. Zelkova Ventures, LLC, an early-stage venture investor in technology enabled services and consumer product companies, participated as lead investor in the Class A Preferred Membership Interest financing.

Represented MediaMath, Inc. (f/k/a MediaMath LLC), a cross-exchange advertising management services and technology company, in connection with its Series B Preferred Stock financing by Safeguard Delaware, Inc., a subsidiary of Safeguard Scientifics, Inc. (NYSE: SFE).

Represented Ciao Bella Gelato Co., Inc., in connection with the sale of Series A Preferred Stock. Ciao Bella is a producer of ultra-premium ice cream and sorbets sold in stand alone company stores and supermarkets throughout the country.

Represented SJF Ventures, a North Carolina based venture capital fund, in a second venture preferred venture investment in Truist, Inc., a technology company providing corporations with workplace giving, philanthropy, and volunteerism solutions.

Represented Zelkova Ventures, LLC, an early-stage venture investor in technology enabled services and consumer products companies, in connection with its investment in the Series A Preferred Stock of Nutshell Mail, Inc, a developer of technology for email and social networking accounts.

Represented Chart Venture Partners, LP, a $100M early stage venture capital fund investing in security related technologies with government and commercial applications and Acadia Woods Partners, LLC, a New York based investment partnership that focuses primarily on early stage technology companies in connection with a Series C Preferred Stock investment in WiSpry, Inc., a leader in programmable radio frequency (RF) semiconductor products for the wireless industry, based in Irvine, CA.

Represented TimeData Corporation, a New York based early stage provider of operations, reporting and management software for small local telephone carriers, in connection with its Series A Preferred Stock financing and recapitalization led by First Round Capital, a Philadelphia based early stage venture capital firm.

Represented Milestone Venture Partners III, L.P. in connection with its participation as lead investor in a Series B Preferred Stock financing of Collections Marketing Center, Inc., a fully integrated, multi-channel, adaptive collections service based in Newark, Delaware.

Represented Milestone Venture Partners and Edison Venture Fund in connection with their joint investment in the Series E Preferred Stock of Smart Analyst Inc., a provider of outsourced custom research and analytics to corporate clients in the life sciences, consumer goods and services, and financial services industries.

Represented Tripology, Inc. (formerly 1Trip3, Inc.), a travel industry lead generation company, in a private offering of its Series B Preferred Stock funded by Ascend Ventures.

Represented Osage Venture, a Pennsylvania-based venture capital fund, in connection with its investment in Series A-1 Preferred Stock of SevOne Inc., a Delaware-based provider of application and network performance management software delivered as an integrated appliance.

Represented Greenhill SAVP, an early-stage venture investor in technology enabled services and business information services companies, and New Atlantic Ventures, an early-stage venture investor in information technology businesses, in connection with their participation in a $6.25 million Series B Preferred Stock financing by Pontiflex, Inc., which operates a signup ads platform for advertisers that want to connect with people on mobile apps and websites.

Represented SilverCarrot, Inc., a leading online marketing and lead generation company, in connection with its Series C-1b Preferred financing by Dolphin Equity Partners, Wall Street Technology Partners and Newlight Associates.

Represented ServiceChannel.com, Inc., a provider of Internet-based transaction processing, work order management and supply chain finance services for facility managers and their vendors, in connection with a preferred stock financing by SJF Ventures II, LP, a North Carolina based venture capital fund.

Represented Edison Venture Fund, a Mid-Atlantic private equity fund specializing in venture capital, management buyout, corporate spinout and recapitalization financings, in its investment in the Series A1 Preferred Stock of The Info Project, Inc., Inc., a New York-based supplier of market intelligence for the IT industry.

Represented Greenhill SAVP, an early-stage venture investor in technology enabled services and business information services companies, in connection with its investment in the Series A Preferred stock of Mobile Commons, Inc., a developer of technology for mass communication and response using mobile phones.

Represented Osage Ventures, a Pennsylvania-based venture capital fund, in its investment in the Common Stock of InstaMed Holdings, Inc., parent company of InstaMed Communications, LLC, a Pennsylvania-based provider of healthcare payment processing services.

Represented LexisNexis, a division of Reed Elsevier, in its investment in the Series B Preferred Stock of, and co-branding and marketing relationship with, Rocket Lawyer Incorporated, an internet-based legal services company offering an online directory of legal forms and self-help software to customers through its website, RocketLawyer.com.

Represented BFS Companies, Inc., a provider of working capital advances to small businesses, in connection with a $7,500,000 senior credit facility with Square 1 Bank and the related issuance of a $5,000,000 subordinated
note and $5,000,000 of preferred stock to the master pension fund of a Fortune 50 company.

Represented GlobalServe, Inc., a leader in international IT life cycle management for multinational corporations, in connection with a convertible debt financing by existing and outside investors, including Hudson Partners and an affiliate of Crossbridge, and a related restructuring of GlobalServe's outstanding indebtedness to MMV Financial, a Toronto-based specialty finance company whose partners include Wells Fargo & Company and HSBC Bank Canada.

Represented Innovation Ventures, L.P., an SBIC fund focused on investment opportunities in emerging technology businesses, in connection with the purchase of shares of Series A Preferred Stock of Magnify Networks, Inc., a custom video aggregator that is in the content delivery network space.

Represented MediaMath LLC, a cross-exchange advertising management services and technology company, in connection with its equity financing by U.S.-based and international fund investors.

Represented Howtoeverything, Inc., which operates the "how to" instructional website, www.howdini.com, in connection with its private offering of equity interests.

Represented SJF Ventures, a North Carolina based venture capital fund, in its investment in the Series A Preferred Stock of CleanScapes, Inc., a recycling, organics, and waste collection company with operations in the Pacific Northwest.

Represented Connectiva Systems Inc., a leading provider of revenue and risk management solutions for the telecommunications industry, in connection with its Series D Preferred Stock financing. Investors in the round included: NEA - IndoUS Ventures; IFC, a member of the World Bank Group; SAP Ventures, a division of SAP AG; and Ovation Capital.

Represented Giant Realm, Inc. (f/k/a Games Media Properties, Inc.), a rapidly growing online media company, in connection with a $5.5 million venture capital financing. Investors in the financing included Comcast Interactive Capital, LP, Edison Venture Fund V, LP, and SoftBank Capital Technology funds.

Represented SJF Ventures, a North Carolina based venture capital fund, in a preferred venture investment in Truist, Inc., a technology company providing corporations with workplace giving, philanthropy, and volunteerism solutions.

Represented BlogTalkRadio, Inc., an online social radio network providing a platform for businesses and individuals to create their own live call-in talk shows, in connection with its Series A Preferred financing, led by The Kraft Group.

Represented Viatel Holding (Bermuda) Limited, a pan-European business communications provider of infrastructure, bandwidth, IP voice and data solutions operating across 6 European markets, in connection with $9.1 million private placement of senior secured increasing rate notes.

Represented Hopstop.com, Inc., a leading online transit guide for several major American cities, in a private offering of its Series A-2 Preferred Stock.

Represented Greenhill SAVP, an early-stage venture investor in technology enabled services and business information services companies, in connection with a $2.5 million Series A Preferred financing of Pontiflex, Inc., which operates a signup ads platform for advertisers that want to connect with people on mobile apps and websites.

Represented BFS Companies, Inc., a provider of working capital advances to small businesses, in connection with its $9 million Series A Preferred Stock financing and recapitalization by Edison Venture Fund VI, a mid-Atlantic private equity fund specializing in venture capital, management buyout, corporate spinout and recapitalization financings.

Represented GCommerce, Inc., a developer and provider of EDI replacement supply chain management solutions, in connection with a convertible debt financing led by Acuity Ventures and in connection with an angel note offering.

Represented Power Play Energy, LLC in connection with its follow-on investment in the $55 million Series B Preferred Stock financing of Infinia Corporation, a leading developer of solar power technologies. Co-investors in the round included GLG Partners, Wexford Capital LLC, Khosla Ventures, Vulcan Capital, EQUUS, and Idealab.

Represented eFashion Solutions LLC, a provider of technology, call center and fulfillment services to leading fashion brands in a $17+ million venture capital financing round led by ABS Capital Partners, in which the investors purchased preferred limited liability company membership units.

Represented Elite Pharmaceuticals, Inc. (AMEX:ELI), a pharmaceutical company principally engaged in the development of oral, controlled release products, in a private placement of $20 million of Series C Preferred Stock to institutional investors.

Represented SJF Ventures, Calvert Social Funds, and Allco Financial Group, in connection with their investment in the Series B financing of groSolar, a national solar energy firm headquartered in Vermont. The financing was led by NGP Energy Technology Partners, L.P. (www.sjfund.com/grosolar)

Represented Osage Ventures, a fund that focuses on early stage technology and life science companies, in connection with its Series A Preferred financing of Carnegie Speech Company, a developer and provider of software for assessing and teaching spoken language skills.

Represented eFashion Solutions LLC, a provider of technology, call center and fulfillment services to leading fashion brands in a mezzanine financing by Seacoast Capital Partners.

Represented GlobalServe, Inc., a leader in international IT life cycle management for multinational corporations, in its preferred stock financing by venture capital investors, including Fremont Ventures, Hudson Partners, Walden Capital Partners and an affiliate of Crossbridge, and in its simultaneous mezzanine financing by MMV Financial, a Toronto-based specialty finance company whose partners include Wells Fargo & Company and HSBC Bank Canada.

Represented Paladyne Systems, Inc., a provider of technology solutions for the hedge fund industry, in connection with its issuance of $11 million of Series A Preferred Stock to a group of investors led by Credit Suisse NEXT II Investors, L.P.

Represented Osage Venture Partners II, LP in connection with its investment in Series A Preferred Stock of SevOne Inc., a Delaware-based provider of application and network performance management software delivered as an integrated appliance.

Represented NANIRX Therapeutics, Inc., an early stage drug development company, in connection with its issuance of $8 million in series A preferred stock to finance the research, development, and licensing of new drug products and technologies.

Represented Power Play Energy, LLC in connection with its follow-on investment in Infinia Corporation (formerly Stirling Technology Company), a leading developer of Stirling engine based products and technologies. Co-investors in the round included Khosla Ventures of Menlo Park, CA, Vulcan Capital of Seattle, WA, EQUUS Total Return, Inc. of Houston, TX, and Idealab of Pasadena, CA

Represented GCommerce, Inc., a developer and provider of EDI replacement supply chain management solutions, in connection with its recapitalization of its outstanding debt structure, led by Acuity Ventures.

Represented GCommerce, Inc., a developer and provider of EDI replacement supply chain management solutions, in connection with its angel debt and equity financing.

Represented Motion Golf, LLC (www.motiongolf.com) a provider of cutting edge golf swing analysis technology and instruction studios, in a private placement financing.

Represented 1Trip3, Inc., a lead generator of travel package & related services for the travel industry, in a private offering of its Series A Preferred Stock funded by Ascend Ventures.

Represented Milestone Venture Partners II LP, an early stage venture investment fund, in connection with its acquisition of a preferred stock position in Oddcast, Inc., a New York based media technology company that develops conversational character products.

Represented Spark Capital, a Boston-based venture capital & private equity fund focused on early stage equity investments in the media, entertainment and technology sectors, with its investment in the $8 million Series A Preferred Stock financing of Next New Networks, a developer of specialized video programming for narrowly targeted Internet audiences and offers ad-supported programs on video-sharing websites.

Represented Edison Venture Fund, a Mid-Atlantic private equity fund specializing in venture capital, management buyout, corporate spinout and recapitalization financings in their purchase of a controlling equity position of Games Media Properties, Inc., a company that organizes, manages and stages national and international video game events, tournaments and festivals.

Represented Milestone Venture Partners and Edison Venture Fund, early stage venture investment funds focused on technology-enhanced service businesses in the New York metropolitan area, in connection with their joint investment in the Series A Preferred Stock of SmartAnalyst, Inc., a provider of outsourced custom research and analytics to corporate clients in the life sciences, consumer goods and services, and financial services industries.

Represented SJF Ventures, a North Carolina based venture capital fund, as the lead investor in the Series A Preferred financing of groSolar, a provider of clean, efficient solutions for homes and businesses, including solar electricity, solar hot water, and solar air heating. Three funds that specialize in the cleantech and renewable energy sectors, SJF Ventures, Calvert Social Investment Fund, and Allco Financial Group, participated in the financing.

Represented Silicon Alley Seed Investors, L.P. a New York City-based early stage technology investment fund, in its investment in the Series C Preferred Stock of of PermissionTV, Inc., a developer of an internet video publishing platform used to build profitable on-demand broadband TV audiences.

Represented Acorn Factor, Inc. in its investment in Paketeria GmbH, a provider of eBay drop shop, post and parcels, office supplies, photo processing, photocopy and printer cartridge refilling services in Germany.

Represented Cammeby’s Capital Group, a New York -based venture capital fund, in its purchase of the Series A-1 Preferred Stock of Broadband Energy Networks, Inc., a developer of information-based solutions to improve the efficiency, comfort and safety of businesses, buildings and homes.

Represented Silicon Alley Seed Investors, L.P. a New York City-based early stage technology investment fund, in it’s investment in Series A Preferred Stock of Motionbox, Inc., a developer of software to enhance computer video, pictures and graphics.

Represented Cammeby’s Capital Group, a New York -based venture capital fund, in its purchase of the Series A Preferred Stock of Melior Discovery, Inc., a developer of technology that uncovers new therapeutic indications for development stage pharmaceuticals.

Represented Silicon Alley Seed Investors, L.P. in its investment in the Series A Preferred Stock of Lightspeed Audio Labs, Inc., a provider of services relating to the delivery and management of content and data for online musical collaboration.

Represented Cammeby’s Capital Group, a New York -based venture capital fund, in its purchase of the Series A Preferred Stock of Blink Twice, Inc., leading firm in the development, manufacturing and marketing of alternative and augmentative communications products.

Represented Silicon Alley Seed Investors, L.P. in its investment in the Series A Preferred Stock of Backfence, Inc., a web-based provider of community-oriented news information and advertising.

Represented a private equity investor in the purchase of Class A Common Stock of AGI Genetics Incorporated Dermatics, a New York based company specializing in biomolecular research in dermatology and skin care products.

Represented a private equity investor in the purchase of Series B Preferred Stock of Harrow Sports, Inc., a leading manufacturer of squash, lacrosse and hockey equipment.

Represented FMS Investment Corp., a Chicago-based Private Collection Agency contractor to the US Department of Education Federal Student Aid, in raising $4.5 million in a private offering of Series A Preferred stock led by Venturion Capital.

Represented Wexford Capital LLC, in a Series A Convertible Preferred Stock investment in Dianet Communications, Inc., a neutral host provider of distributed antenna systems that expands wireless telephone coverage and capacity in areas with non-existent or problematic wireless coverage.

Represented NJTC Venture Fund SBIC L.P., Silicon Alley Seed Investors, L.P. and Big Bend XXI Investments, L.P. in a $4.5 million Series B Preferred financing of Cebatech Inc.

Represented Edison Ventures and Ovation Capital Parters in a $6 million venture preferred investment in Pinnacle Tax, a tax preparation firm.

Represented Majestic Research Corp., an independent provider of data-driven equity research for the institutional investment community, in a $6.5 million venture preferred investment led by BV Cornerstone.

Represented Hudson Venture Partners II, LP, a venture capital fund, in connection with their purchase of Series A Convertible Preferred Stock of Peminic Inc., a software development company.

Represented Silicon Alley Seed Investors, L.P. in its Series A Preferred financing of Cebatech Inc.

Represented Hudson Ventures Partners II, L.P. in a venture preferred investment in Scanbuy, Inc., a New York-based developer of proprietary software turning optical devices into secure, wireless barcode scanners.

Represented Milestone Venture Partners, an early stage venture investment fund, in the purchase of debt and equity securities of Ecosystems Design, Inc., a New York based software company that specializes in tailored products that allow end users to interact seamlessly with disparate data sources and incompatible applications.

Represented Rho Ventures and Silicon Alley Seed Investors, L.P. in the restructuring and recapitalization of Multispectral Imaging, Inc. and the subsequent purchase of its Series B Preferred Stock.

Represented EdgeTrade.com, Inc., a New York provider of direct market access and algorithmic securities technologies to hedgefunds, institutions and individuals, in its Series A Preferred Stock financing by Edison Venture Fund.

Represented Ovation Capital Partners in a venture preferred investment in Federation, Inc.

Represented Power Play Energy in a $3.5 million venture investment in Stirling Technology, a company that develops and exploits Stirling engine technology.

Represented Trafin Corporation, a receivables financing and securitization company, in the issuance of more than $4,000,000 of serial convertible preferred stock to strategic and venture investors, including affiliates of J.M. Huber Corporation and Marubeni Corporation.

Represented GlobalServe, Inc., in its preferred stock financing by venture capital investors, including Fremont Ventures, Hudson Partners, Walden Capital Partners and an affiliate of Crossbridge.

Represented RealRead, Inc., which develops and licenses print media online previewing software, in the sale of common stock to two international venture capital funds.

Represented UBS (NYSE: UBS) in its investment in the Series C Convertible Preferred Stock and warrants of NetSuite, Inc. (formerly known as NetLedger, Inc.), a developer of Internet-based business solutions.

Represented UBS (NYSE: UBS) in its investment in the Series D Convertible Preferred Stock of Exact Laboratories, Inc., a developer of genomics-based technologies designed to eradicate certain cancers.

Represented UBS (NYSE: UBS) in its investment in the Series A Convertible Preferred Stock of ReCare, Inc., a developer of wireless, clipboard-based applications assisting physicians in point of care diagnosis and patient record maintenance.

Represented UBS (NYSE: UBS) in its investment in the Series D Convertible Preferred Stock of Wrenchead.com, Inc., a provider of technology solutions designed to facilitate automotive parts order processing & collaboration over the Internet.

Represented UBS (NYSE: UBS) in its purchase of a convertible promissory note and warrants of FundsXpress Financial Network, Inc., a provider of Internet-based financial services for retail and commercial financial institutions.

Represented UBS (NYSE: UBS) in its founding investment in BondDesk.com, which operates the leading online retail fixed income securities trading platform.

Represented Friskit, Inc., an online entertainment media search company, in its second round of venture capital financing and the conversion of outstanding debt.

Represented Hudson Venture Partners II, LP, a venture capital fund, in connection with their purchase of Series A Convertible Preferred Stock of iHello.com, Inc., a California software development company.

Advised Russia Partners Management, LLC, a Moscow and New York-based private equity manager investing in the Russian Federation and other states of the former Soviet Union and an affiliate of Siguler Guff, in connection with an investment by a multilateral agency in Russia MTV.

Represented venture capital funds (Hudson Venture Partners II, LP, Liberty View Equity Partners SBIC, LP, Marketing 1 to 1 Venture LP) in connection with their purchase of senior secured convertible promissory notes from Intellibridge Corporation, a Delaware corporation which offers knowledge management and intelligence services for global corporations and organizations.

Represented Scrittura, Inc. (formerly known as Intuitive Products International Corp), a provider of management consulting services and leading software products to the derivatives industry, in connection with the sale of secured debt instruments to Penny Lane Partners, Hudson Venture Partners, LibertyView Equity Partners, SBIC, LP, Walden Capital Partners, Marco Polo Capital and Middlebury Venture Partners.

Represented Systeam Holdings LLC in connection with the restructuring and financing of Systeam SpA, an Italian software company.

Represented Silicon Alley Seed Investors, a New York City based early stage technology investment fund, in its investment in the $6 million Series A referred financing of Lemur Networks, Inc., creator of an interface to allow data to be better managed, distributed, and synchronized across disparate systems. The principal venture capital investors in the Series A round were Rho Ventures and Sevin Rosen Funds.

Counsel to Hudson Venture Partners, LibertyView Equity Partners and Walden Capital Partners in connection with the purchase of convertible bridge notes of Centor Software Corporation, a leading developer of XML applications for relational or non-relational information analysis.

Represented Stockback Holdings, Inc. in its issuance of $25 million of Series A Convertible Preferred Stock to T.H. Lee Putnam Internet Partners, RRE Ventures II L.P. and Neocarta Ventures L.P.

Represented BioMed Venture AG, a Hamburg, Germany based life science investment fund, in its investment in Intelligent Ion, Inc., a designer and manufacturer of miniaturized mass spectrometers.

Represented Silicon Alley Seed Investors, a New York City based early stage technology investment fund, in its investment in Kirusa Inc., creator of infrastructure to allow for multimodality of mobile data applications across a wide variety of wireless handhelds, including cellphones and PDA's.

Represented Poindexter Systems, Inc., a provider of online advertising optimization technology, in its issuance of Series B 8% Convertible Preferred Stock and related warrants to a group of investors lead by Hudson Venture Partners II, L.P. and Echelon Ventures, L.P., and the conversion of outstanding convertible debt.

Represented Elite Pharmaceuticals, Inc. (AMEX:ELI), a pharmaceutical company principally engaged in the development of oral, controlled release products, in a private placement of $10 million of Series B Preferred Stock and warrants.

Securities

Represented the venture capital funds, Milestone Venture Partners, Silicon Alley Venture Partners and GlobalNet Partners LP, as selling stockholders in connection with the $88,000,000 initial public offering by Medidata Solutions, Inc. (Nasdaq:MDSO), a leading global provider of hosted clinical development solutions.

Represented Advaxis, Inc. (ADXS.OB), a biotechnology company focusing on the development of vaccines for the treatment of cancers, in connection with its private placement of $9.4 million in common stock and warrants.

Represented Churchill Ventures Ltd., a company focusing on the acquisition of businesses in the communications, media, and technology industries, in its initial public offering of 12.5 million units for aggregate gross proceeds of $100 million. The offering was underwritten by Bank of America Securities LLC.

Represented SheerVision, Inc. (SHVN.OB), in its private placement of $3,500,000 in convertible debt, common stock and warrants through Northeast Securities Inc.

Represented Advaxis, Inc. (ADXS.OB), a biotechnology company focusing on the development of vaccines for the treatment of cancers, in an offering of secured convertible debentures and warrants.

Represented Advaxis, Inc. (ADXS.OB), a biotechnology company focusing on the development of vaccines for the treatment of cancers, in a share exchange and reorganization with Great Expectations and Associates, Inc. and represented the combined company in a private placement and bridge note conversion.

Represented Wexford Capital LLC, as lead investor, in connection with a $10 million private placement of units comprised of preferred stock and warrants by Gulfport Energy Corporation, a publicly-traded energy exploration company.

Represented a national beverage producer and distributor in the offer and sale of $23 million of convertible preferred stock in private placement transaction.

Represented Claimsnet.com, a leading healthcare transaction processor, in its initial public offering underwritten by a group of underwriters led by Roth Capital Partners, LLC.

Represented Box Hill Systems Inc., a leading provider of storage networking solutions including hardware, software and services, in a initial public offering underwritten by a group of underwriters lead by Salomon Brothers Inc.

Represented Square Industries, a major publicly-owned parking operator, in connection with general securities matters and SEC compliance.

Represented a publicly-held manufacturer of laboratory equipment in its successful defense of a proxy battle and successful opposition to a shareholder proposal with respect to the company's stock option plan.

Advised D. H. Brown Associates Inc., a financial analytics company, in the structuring and negotiation of the repurchase of its shares from the St. Paul Companies, Inc.

Life Science

Represented Elite Pharmaceuticals, Inc. (AMEX:ELI), a pharmaceutical company principally engaged in the development of oral, controlled release products, in a generic drug development arrangement with Pliva, Inc.

Represented Elan Corporation, plc, a worldwide pharmaceutical company, in the structuring and formation of joint ventures with U.S. pharmaceutical and biotechnology companies to develop and license new drug products and technologies.

Represented Zephyr Sciences, Inc. in negotiation of an exclusive worldwide licensing agreement with Xoma Ltd. (Nasdaq: XOMA) for the research, development and commercialization of products related to Xoma's bactericidal/permeability-increasing protein (BPI), including its NEUPREX^® product.

Represented Kali Laboratories, a developer and manufacturer of generic drugs, in the acquisition of Kali by Par Pharmaceuticals (NYSE:PRX) for $140,000,000 in cash.

Represented Tarpan Therapeutics, Inc., an early stage drug development company, in its merger with Manhattan Pharmaceuticals, Inc. (MHTT.OB) for stock of Manhattan.

Venture Lending, Banking & Project Finance

Represented BlogTalkRadio, Inc., a provider of internet broadcasting technology and services, in connection with its offering of secured bridge notes and warrants.

Represented Kenneth Cole Productions, Inc., an international fashion brand, in connection with a $50,000,000 secured asset-based revolving credit agreement with a syndicate of banks led by Wells Fargo Bank, National Association.

Represented Safeguard of Delaware, Inc., a subsidiary of Safeguard Scientifics, Inc. (NYSE: SFE), a publicly traded venture capital firm, in connection with a subordinated loan to Portico Systems of Delaware, Inc., a provider of network management solutions for health plans.

Represented The Info Project, Inc., a New York-based supplier of market intelligence for the IT industry, in connection with a revolving credit facility from Square 1 Bank.

Represented MediaMath, Inc., a cross-exchange advertising management services and technology company, in connection with a $5,000,000 Loan and Security Agreement with Gold Hill Capital 2008, L.P.

Represented Connectiva Systems, Inc., a leading provider of revenue management solutions to communications service providers, in connection with a revolving credit facility from Silicon Valley Bank.

Represented Pontiflex, Inc., which operates a signup ads platform for advertisers that want to connect with people on mobile apps and websites, in connection with a Loan and Security Agreement with Square 1 Bank.

Represented Maxim Advisory LLC, as collateral manager in a $1.983 billion collaterized debt obligation note and preferred stock issuance in a 144A placement.

Represented Maxim Advisory LLC as collateral manager in $989 million collateralized debt obligation note and preferred stock issuance in a 144A placement in which Merrill Lynch was the initial purchaser.

Represented FMS Services LLC and FMS Investment Corp., a Chicago-based Private Collection Agency contractor to the US Department of Education Federal Student Aid, in connection with their negotiation of a secured line of credit.

Represented Kenneth Cole Productions, Inc., an international fashion brand, in connection with a $60,000,000 secured asset-based revolving credit agreement with a syndicate of banks led by JP Morgan Chase Bank, N.A.

Represented TimeData Corporation, a New York based early stage provider of operations, reporting and management software for small local telephone carriers, in connection with its venture debt facility with Venture Lending and Leasing, Inc., and the related sale of shares of its Series A Preferred Stock.

Represented MediaMath LLC, a cross-exchange advertising management services and technology company, in connection with a revolving credit facility from Silicon Valley Bank.

Represented Giant Realm, Inc. (f/k/a Games Media Properties, Inc.), a rapidly-growing online media company, in connection with a term loan and a line of credit facility from Silicon Valley Bank.

Represented BFS Companies, Inc., a provider of working capital advances to small businesses, in connection with a $7,500,000 senior credit facility with Square 1 Bank and the related issuance of a $5,000,000 subordinated note and $5,000,000 of preferred stock to the master pension fund of a Fortune 50 company.

Represented SJF Ventures II, L.P. in connection with a $3,000,000 Loan and Security Agreement with Square 1 Bank and a related Collateral Assignment of Capital Call Rights.

Represented GCommerce, Inc., a developer and provider of EDI replacement supply chain management solutions, in connection with a debt financing by Agility Capital.

Represented Blink Twice, Inc., leading firm in the development, manufacturing and marketing of alternative and augmentative communications products, in connection with a growth capital debt financing by Vencore Solutions LLC.

Represented eFashion Solutions LLC, a provider of technology, call center and fulfillment services to leading fashion brands, in an $8 million term loan and revolving debt financing from ORIX Venture Finance LLC, which provides enterprise financing to mid- and late-stage venture capital-backed companies via working capital term loans and credit lines.

Represented Majestic Research Corp., an independent provider of data-driven equity research for the institutional investment community, in connection with its negotiation of a growth capital loan facility with Gold Hill Venture Lending 03, L.P. and Silicon Valley Bank as Agent.

Represented UBS (NYSE: UBS) in connection with its provision of a revolving credit facility to HPC Ventures, LLC, a retail brokerage and investment management services company.

Represented Kenneth Cole Productions, Inc., an international fashion brand, in connection with its $100 million project finance credit facility from a syndicate of lenders led by JPMorgan Chase Bank, National Association.

Represented Andrew Davidson & Co., Inc., a New York-based provider of risk analytics tools for mortgage and asset-backed securities, in connection with a mezzanine financing by MMV Financial, a Toronto-based specialty finance company whose partners include Wells Fargo & Company and HSBC Bank Canada.

Represented Synovics Pharmaceuticals, Inc. (SYVC.OB), in connection with its senior debt financing by the Bank of India.

Represented Sachs Investing Company, a national property developer and manager, in connection with a securitized financing provided by Barclays Capital Real Estate Inc.

Represented Kenneth Cole Productions, Inc. an international fashion brand, in connection with a secured debt facility from Bank of America, N.A.

Represented Maxim Advisory LLC as collateral manager in a $750 million collateralized debt obligation note and preferred stock issuance in a 144A placement in which Merrill Lynch was the initial purchaser.

Represented Stockback Holdings, Inc. in connection with a secured term loan and revolving credit facility from Imperial Bank (now Comerica)

Represented Poindexter Systems, Inc., a provider of online advertising optimization technology, in connection with a term loan and line of credit facility with Silicon Valley Bank.

Represented GCommerce, Inc., a developer of software solutions for supply chain operations of manufacturers, distributors, buying groups and retailers of hard goods, in connection with its procurement of debt financing from a variety of Iowa-based state and local governmental and quasi-governmental development agencies, including the Iowa Department of Economic Development and the City of Des Moines.

Represented JP Morgan Chase Bank, as lead lender and administrative agent, in the senior secured term and revolving debt financing of Jacques Moret, Inc., one of the largest manufacturers of activewear, bodywear and intimates apparel in the United States.

Represented Energy Developments Ltd., a publicly-owned Australian energy and resources company, in connection with a $30 million project finance credit facility from the United States branch of ANZ Banking Group secured by green energy development assets throughout the United States.

Represented Emerging Markets Securities-DE, LLC, the sponsor and collateral manager for $90 million principal amount of 7.65% Collateralized Senior Notes due 2003 issued by Sovereign Trade Credit Corporation and offered through ING (US) Capital LLC and Credit Suisse First Boston Corporation in Regulation S and Rule 144A transactions.

Represented an affiliate of Elan Corporation plc (NYSE:ELN) in connection with the securitization of certain investments in securities of its U.S joint venture partners.

Represented UBS (NYSE: UBS) in connection with its provision of a revolving credit facility to vFinance, Inc., a financial services company engaged in retail brokerage, investment banking, and investment management services.

Represented The Bank of New York in the amendment of an outstanding trust indenture for bonds issued by U.S. Home Corporation to comply with the Trust Indenture Act of 1939.

Intellectual Property and Licensing

Represented Accountable Document Solutions, LLC, developer of a SaaS certified mail solution approved by the United States Postal Service, in connection with a license and reseller agreement with an international provider of technology and services related to postage and shipping.

Represented CyberSynchs, LLC, a provider of web-based, data synchronization and migration software, in connection with licensing its software to international mobile phone carriers.

Represented SR Labs, LLC, a provider of electronic trading solutions software, in connection with licensing its software to international brokerage firms.

Represented RIMES Technologies Corporation, a provider of proprietary market and exchange data, in connection with its distribution and licensing agreements with market exchange and financial institutions.

Represented Peminic, Inc., a software development company, in negotiating software license agreements with multiple hospital groups for Peminic’s data collection and analysis patient safety software.

Represented Global Research Technologies, LLC, a company engaged in the research and development of technology for the capture of carbon dioxide directly from the air and other dilute sources, in the negotiation of a worldwide collaboration and licensing relationship with Columbia University.

Represented Kenneth Cole Productions, Inc., an international fashion brand, in connection with its acquisition of the Le Tigre sportswear brand and related intellectual property and inventory.

Represented RAI Radiotelevisione Italiana S.p.A. , in obtaining a settlement from the Academy of Motion Pictures Arts and Sciences in a trademark infringement lawsuit brought in the United States District Court for the Central District of California.

Fund Formation

Represented SJF Ventures II, L.P. in connection with a $3,000,000 Loan and Security Agreement with Square 1 Bank and a related Collateral Assignment of Capital Call Rights.

Represented fund principals in formation and funding of Glenavy Arbitration Investment Fund LP, a private investment fund focused on financing the cost of international arbitrations in exchange for participation in any recovery.

Represented fund principals in formation and funding of Milestone Venture Partners III L.P., a venture capital fund focused on technology-enhanced service businesses in the New York metropolitan area.

Represented the fund principals in the formation of several Mauritius-based investment funds, collectively known as the Avatar India Funds, formed primarily to invest in companies located in India and related securities. The funds include a hedge fund, a venture capital fund and a mutual fund.

Represented Pi Capital Inc., an investment manager, in connection with the formation of Pi Cap U.S. Equity Long/Short Growth Fund, Ltd., an exempted company incorporated in the Cayman Islands, investing primarily in the United States of America in a diversified portfolio of equity securities of well-established, medium to large companies, as well as in equity securities of relatively small new companies believed to have above-average market appreciation potential.

Represented New York Life Insurance Company in a $60 million investment in Golden Gate Capital Investment Fund II, L.P.

Represented Commerce Health Ventures, L.P., a $75 million bio-health venture fund in its fund formation. Its primary limited partners are Barr Laboratories and Commerce Bank.

Represented New York Life Capital in a $40 million investment in Odyssey Investment Partners Fund III, LP.

Represented New York Life Capital in a $15 million investment in LLR Equity Partners, II, a $300 million buy out fund.

Represented Silicon Alley Seed Investors, L..P., a $30 million venture fund, focusing on seed investments in hard technology companies located in the northeastern corridor. The limited partners of SAS are Rho, Seven Rosen and Canaan.

Represented Silicon Alley Seed Investors, L.P. in an additional $10 million investment by two of its limited partners, Rho and Seven Rosen.

Restructuring & Bankruptcy

Represented New York Timber, LLC, a large supplier of lumber, as the successful sponsor of Plan of Reorganization in Chapter 11 proceedings of M. Fine Lumber Co., a vintage lumber business operating in New York City for over 70 years.

Represented Asia Netcom Corporation Limited, a telecommunications network infrastructure operator, in the Chapter 11 reorganization proceedings of Pacific Crossing, Ltd. and its affiliates.

Represented GlobalServe, Inc., a leader in international IT life cycle management for multinational corporations, in a restructuring of its outstanding indebtedness to MMV Financial, a Toronto-based specialty finance company whose partners include Wells Fargo & Company and HSBC Bank Canada, and a related investment in subordinated convertible debt securities of GlobalServe, Inc. by existing and outside investors.

Represented senior executives in connection with the assertion and enforcement of such senior executives' claims against, and the protection of such senior executives' right in Chapter 11 reorganization of Asia Global Crossing Ltd.

Represented numerous creditors in the enforcement of claims and counterparties in the assignment of contracts in the Lehman Brothers Holdings Chapter 11 proceedings in the United States Bankruptcy Court for the Southern District of New York.

Represented M. Fine Lumber Company, a vintage & specialty lumber company operating in New York City for over 70 years, in the negotiation of Chapter 11 exit financing from Greystone Capital.

Represented senior executives in the assertion of claims in the Chapter 11 reorganization proceedings of Worldcom, Inc.

Real Estate

Represented Sachs Investing Company, a national property developer and manager, in connection with its acquisition of property located in St. Augustine, Florida and leased by Gander Mountain Company and its related securitized financing provided by Merrill Lynch Mortgage Lending, Inc.

Represented Sachs Investing Company, a national property developer and manager, in connection with its acquisition of property located in Rogers, Arkansas and leased by Stribling Packaging, Inc. and its related secured debt financing by Barclays Capital Real Estate Inc.

Represented Sachs Investing Company, a national property developer and manager, in connection with its refinancing of property located in Staten Island, New York, and comprised of two apartment buildings containing 222 apartments and 147 parking spaces, and its related financing by Federal Home Loan Mortgage Corporation.

Represented Sachs Investing Company, a national property developer and manager, in connection with its acquisition of property located in Duluth, Georgia and leased by Dave & Busters, Inc. and Golf & Tennis Pro Shop, Inc., and its related secured debt financing by Merrill Lynch Mortgage Lending, Inc.

Represented Sachs Investing Company, a national property developer and manager, in connection with its refinancing of property located in Lafayette, Louisiana and comprised of 400 residential units and 740 parking spaces on 18.57 acres of land, and its related financing by Fannie Mae.

Represented Sachs Investing Company, a national property developer and manager, in connection with its sale of property located in Green Bay, Wisconsin and leased by the retailer, Gander Mountain, and in conjunction with the assignment and assumption of its securitized financing serviced by Wachovia Bank, National Association.

Represented Sachs Investing Company, a national property developer and manager, in connection with its $40 million acquisition of four properties (located in Illinois, Wisconsin, Minnesota and Texas) leased by the retailer, Gander Mountain, and its related securitized financing provided by Barclays Capital Real Estate Inc.

Acted as real estate counsel to a major Canadian pension fund in its investment (as both equity investor and mezzanine lender) in three large midtown Manhattan office buildings.

Represented an international construction manager/real estate services company in negotiations relating to the development of a telecom facility in lower Manhattan.

Counsel to purchasers of pools of real estate assets (both REO and mortgage pools) for both long-term investment and securitization purposes.

Represented a New York-based real estate investment firm in the acquisition and subsequent sale of fee and leasehold interests in several commercial properties across the United States.

Defense Contracting

Represented Lockheed Martin Corporation in a transaction whereby two SLICE Crew Transport Vessels were built for PEMEX, Mexico ’s national oil company. The vessels will transport workers and cargo to the Gulf of Mexico ’s Campeche Basin Oil Field.

Represented a large defense contractor in connection with the negotiation of the first “commercial” contract with a branch of the armed services that did not incorporate the boilerplate provisions of the Federal Acquisition Regulations.

Represented a large defense contractor in connection with a ship building agreement with several major American shipyards.

Litigation

Successfully represented Lockheed Martin Corporation (NYSE: LMT), a large multinational naval and aerospace manufacturer and advanced technology company, in a five week jury trial in which the jury returned a verdict of $4.2 million, plus interest, in favor of Lockheed Martin. The dispute was with Lockheed Martin’s insurance carrier over whether, and to what extent, the insurance company would cover the costs of repairs to a vessel owned by Lockheed Martin. The verdict included both the full repair costs and legal fees and expenses.

Represented Tesoro Corporation, a major independent refiner and marketer of petroleum products, in the successful defense of claims, and the successful prosecution of a counterclaim (including the award of attorneys fees), in an arbitrated action. The three arbitrators unanimously decided in favor of Tesoro Corporation.

Successfully obtained a judgment of $6.6 million, plus interest, for our client in a contested income tax refund suit against the U.S. government in Federal court.

Represented a New York based computer services company in its successful lawsuit against a former employee who started a competing business using our client’s proprietary information. The court awarded our client damages and a permanent injunction, holding the former employee liable for unfair competition, breach of the duty of loyalty and tortious interference. We obtained a preliminary injunction against the employee at the commencement of the case.

Represented NIC Holding Corp. (Northville), a New York based petroleum supply, distribution and trading company, and a major market maker in the gasoline and heating oil markets in the Northeast and Gulf Coast, in connection with its claim for lost profits and hedging losses incurred due to a late delivery of a gasoline cargo to the Gulf Coast in October 2005. After the trial commenced, the case was settled with NIC Holding receiving a multimillion dollar payment.

Represented the assignor of a lease agreement in successfully obtaining a summary judgment dismissal of all claims by the landlord after the assignee of the lease defaulted. The result was remarkable because of the great weight the court placed on the firm's novel argument in dismissing the opposing party's claims.

Successfully obtained a dismissal for our client, a New York Health Club, of an alleged false certification claim before the Environmental Control Board of New York City.

Represented Lockheed Martin (NYSE: LMT) , a large multinational aerospace manufacturer and advanced technology company, in a multi-million dollar, multi-year case involving the ownership of and payment for two cutting-edge sea vessels built by Lockheed Martin. Lockheed Martin was very pleased by the outcome.

Successfully obtained a dismissal for our client, a Connecticut small business employer, of all claims brought by a former employee for pregnancy and gender discrimination, retaliatory firing, sexual harassment and violations of the Family and Medical Leave Act.

Successfully obtained a dismissal of all claims against a New York Hotel for claims of wrongful termination and disability discrimination before the New York State Commission on Human Rights.

Successfully obtained a dismissal of all claims against a New York City Hotel for claims of wrongful termination and pregnancy discrimination before the New York City Commission on Human Rights.

Successfully obtained a dismissal of all claims against a New York City Hotel for claims of wrongful termination and racial and religious discrimination before the New York State Commission on Human Rights.

Represented Cunningham, Escott, Slevin & Doherty, a modeling agency, in successfully dismissing claims of breach of contract, fraud, breach of fiduciary duty and unjust enrichment brought against it by four male models relating to a public service ad campaign that the models had appeared in. We obtained a summary judgment in favor of our client dismissing all of the Plaintiffs’ causes of action and awarding our client judgment on its counterclaim.

Represented Sunrise Coffee Company in successfully dismissing a breach of contract claim brought by a former employee of the company. We obtained a judgment in favor of our client dismissing all of Plaintiff's causes of action.

Represented Goldstar Maritime a maritime affiliate of Tesoro Corporation; before a panel of arbitrators in a dispute with a contract cargo shipping concern with Seabulk Tankers, Inc. over liability for contamination of cargo. The arbitrators unanimously found for our client in assigning liability to Seabulk Tankers, Inc.

Represented The Plaza Hotel in achieving the dismissal of claim that the hotel inflicted emotional distress, humiliation and other damages when it cancelled an event due to the renovation of the hotel.

Represented Lockheed Martin Corporation in successfully dismissing National Casualty Company’s claim that Lockheed Martin was barred from pursuing its insurable loss based upon a one year statute of limitation.

Represented Vitol S.A., Inc., an oil-trading company, in obtaining a $1.7 million judgment against Koch Oil on a summary judgment motion, representing 100% of the compensatory relief requested in the action.

Represented RAI Radiotelevione Italiana SpA in the dismissal of a fraud and defamation action in federal court in Pennsylvania brought against RAI's television and radio divisions.

Represented Lockheed Martin Corporation in the resolution of a $20 million dispute with a shipyard concerning the construction of a research vessel for the United States Navy Sea Systems Command which donated the vessel to the University of Hawaii for oceanographic research missions.

Represented The Mouawad Group in the Southern District of New York defending Mouawad’s late filed claims to share in the settlement of the Christie’s and Sotheby’s Auction Houses Antitrust Litigation.

Represented Metiom, as debtor in possession in bankruptcy in a number of actions against parties that had license disputes with Metiom including VirtualFund, Manugistics, EDS, Lexis Nexis, Common fund, RealPulse.com, CPAtoBIZ, Inc., Motorola, Core-Teck and CBE Services.

Represented a major New York City real estate management firm in vacating a $12.6 million dollar judgment against it.

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