Advancing Business. Growth. Securities and M&A Solutions. Securities. Securities Exchange Act requirements

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1 Growth Advancing Business Securities and M&A Solutions Securities Nixon Peabody s Securities practice has extensive experience assisting clients in diverse industries and markets, both U.S. and international, with all aspects of securities law and corporate finance. Whether a client is considering a public offering or private placement; an initial public offering; an equity, debt or convertible securities financing; a going private transaction; or requires advice with respect to corporate governance, securities compliance or disclosure matters, our attorneys can provide the knowledgeable and experienced representation needed. Nixon Peabody s leadership in providing proactive securities insights and counsel stems from our unique, team-oriented approach to serving client issuers, investors, underwriters and investment banks. That leadership position has meant that, in recent years, we have brought value to clients as lead counsel on more than 175 public offerings (including offerings under Rule 144A and Regulation S) and private placements that have raised billions of dollars. We are deeply committed to providing uncompromising client service by building longterm relationships with our clients based on our intimate understanding of their specific business objectives and opportunities. In addition to serving public and private companies in a wide array of industries including life sciences, manufacturing, telecommunications, media/communications, digital media, real estate (including REITs), financial services and other industries we also serve underwriters, banks and private equity and venture capital firms. Securities Exchange Act requirements We regularly assist publicly held companies with issues involving disclosure and periodic reporting requirements, corporate communications, stockholder meetings, proxy statements and proxy contests, Regulation FD legal requirements, securities trading by directors and officers, tender offers and tender offer responses, corporate governance and stock exchange requirements and merger and acquisition discussions.

2 Eagle Bancorp Montana, Inc. Underwritten public offering of 1,189,041 shares of common stock valued at $21,699, October 2017 to Eagle Bancorp Montana, Inc. Needham & Company, LLC Public offering of 6,555,000 shares of common stock (including exercise of 855,000 shares over-allotment option) Initial public offerings Since our team views the public offering as a process, rather than an event, we counsel our clients on the issues they need to address well in advance of the public offering to maximize the potential for success. We are experienced in initial and follow-on public offerings and have also represented issuers in a number of substantial public debt offerings. Corporate governance Nixon Peabody has broad experience in counseling corporate officers, directors, auditors, corporate governance committees, special committees and oversight committees on all aspects of corporate leadership, management, public reporting and litigation defense. We also help companies anticipate, detect, manage and whenever possible avoid problems, and our response to litigation or enforcement activity is swift and effective. March 2014 to Needham & Company, LLC eplus, inc. Public offering of 1,810,000 shares of common stock (including exercise of 236,087 shares over-allotment option) Approximately $50 share May 2014 to eplus, Inc.

3 Raptor Group Holdings $3.4 million PIPE investment in Reed s, Inc. April 2017 to Raptor/Harbor Reeds SPV LLC Radisys Corporation Public offering of common stock 5.7 million shares $3.40 per share March 2014 to Needham & Company, LLC Gannett Co., Inc. Rule 144A offering of $350,000, % senior notes due 2021 and $325,000, % senior notes due 2024 under Rules 144A and Regulation S September 2014 to Gannett Co., Inc. The Wet Seal, Inc. Private placement of $27 million of convertible notes and warrants March 2014 to Cowen and Company LLC Corning Incorporated Public offering of $250 million of 3.70% Notes due 2023 November 2013 to Corning Incorporated Spherix incorporated Registered direct offering of units to purchase one share of common stock and warrants to purchase 1.3 shares of common stock May 2015 to Spherix Incorporated Stonecastle Financial Corp. Initial public offering of common stock 4.4 million shares $25 per share November 2013 to Stonecastle Financial Corp. Gannett Co., Inc. Rule 144A offering of $650 million of 6.375% senior notes due 2023 and $600 million of 5.125% senior notes due 2019 October 2013 The undersigned served as counsel to Gannett Co., Inc. Omthera Pharmaceuticals, Inc. Initial public offering of common stock 8 million shares $8 per share April 2013 The undersigned served as counsel to selling shareholder Sofinnova Capital

4 Mergers & Acquisitions We are a leading adviser to a wide variety of institutional and entrepreneurial clients, including public and private corporations and investment groups, in strategic and financial acquisitions, divestitures and investments having values ranging from a few million dollars to billions of dollars. Our team takes an integrated, cross-disciplinary approach in addressing client needs, which spans practices from tax, securities, corporate governance, antitrust, labor, real estate, intellectual property, environmental, life sciences, health services, clean energy and other regulatory areas. For leveraged transactions or those involving refinancing of debt, our finance attorneys are able to provide experience with a wide range of vehicles, including unsecured and secured lending, senior and mezzanine lending, derivatives and securitizations. Nixon Peabody emphasizes practicality in structuring and closing transactions, by gaining a thorough understanding of our clients economic, structural and transactional objectives; helping to prioritize them; and identifying and providing advice for overcoming potential stumbling blocks. Our Strengths Our services are provided by experienced, top-quality practitioners. We are recognized thought leaders we serve on leading bar committees; we speak to the securities bar; we write treatises, articles and alerts. We also have a more-flexible and less-expensive cost structure than many other large law firms. Our dedicated team has extensive experience in representing clients in a broad range of corporate transactions, including: Initial public offerings Follow-on public offerings Alternative public offerings At-the-market offerings Shelf registrations Rule 144A and Regulation S offerings Section 4(2) institutional debt private placements Stock repurchase programs Public company mergers Stock and asset purchases Proxy and consent solicitations Tender and exchange offers Leveraged buyouts and private equity investments Joint ventures and strategic alliances Restructurings and acquisitions in bankruptcy proceedings and distressed situations Cross-border transactions Going private transactions Equity-based compensation programs

5 ThoughtWorks, Inc. has been acquired by Apax Partners October 2017 to ThoughtWorks, Inc. Merck KGaA has sold its Biosimilars business to Fresenius Kabi 656 million September 2017 to Merck KGaA on the United States aspects of the sale Laboratory Corporation of America Holdings has acquired UK-based Chiltern International Ltd. $1.2 billion September 2017 to Laboratory Corporation Coca-Cola Bottling Company of Northern New England has acquired several bottling and distribution facilities from Coca-Cola Refreshments, USA, Inc. $ million September 2017 to Coca-Cola Bottling Company of Northern New England Constellation Brands, Inc. has acquired Funky Buddha Brewery LLC August 2017 to Constellation Brands, Inc. Paychex, Inc. has acquired HR Outsourcing Holdings, Inc. and all of its operating subsidiaries August 2017 to Paychex, Inc. Constellation Brands, Inc. has acquired Schrader Cellars, LLC June 2017 to Constellation Brands, Inc. Toyota Industries Corporation has acquired all of the outstanding equity of Bastian Solutions, LLC from Halo, LLC $260 million April 2017 to Toyota Industries Corporation Bba aviation PLC has sold its global aviation support business, ASIG, to John Menzies $202 million January 2017 to BBA Aviation plc

6 EMD Millipore Corporation has acquired BioControl Systems, Inc. December 2016 to EMD Millipore Corporation Corning incorporated has acquired STRAN Technologies December 2016 to Corning Incorporated TDK Corporation has acquired Hutchinson Technology Incorporated October 2016 to TDK Corporation TEGNA INC. has acquired all of the issued and outstanding stock of Dealer Rater August 2016 to TEGNA Inc. Deutsche Börse AG has divested Market News International, Inc. to Hale Global May 2016 to Deutsche Börse AG Eastman Kodak company has sold Design2Launch Business to BLUE Software, LLC May 2016 to Eastman Kodak Company

7 Paychex, Inc. has acquired Advance Payroll Funding Ltd. December 2015 to Paychex, Inc. Constellation Brands, Inc. has acquired Home Brew Mart Inc. /d/b/a Ballast Point $1 billion December 2015 to Constellation Brands, Inc. Constellation Brands, Inc. has acquired the Meiomi wine brand August 2015 to Constellation Brands, Inc. Tegna Inc. has acquired Cars.com $1.8 billion October 2014 to TEGNA Inc. TEGNA Inc. has acquired six broadcast stations in Texas from London Broadcasting Company $215 million July 2014 to TEGNA Inc. Tegna Inc. has sold broadcast stations KTVK- TV, KASW-TV and KMOV-TV to Meredith Corporation $416 million June 2014 to TEGNA Inc. Pall Corporation has acquired all of the issued and outstanding shares of Class A Common Stock and Class B Common Stock of Filter Specialists, Incorporated May 2014 to Pall Corporation. Dynamics Research Corporation has been acquired by Engility Holdings, Inc. $208.6 million January 2014 to Dynamics Research Corporation Sensata Technologies, Inc. has acquired Wabash Worldwide Holding Corp. ( Wabash ) and its subsidiaries via a merger $60 million January 2014 to Sensata Technologies, Inc.

8 About Nixon Peabody LLP At Nixon Peabody, we see 21st century law as a tool to help shape our clients futures. We are constantly thinking about what is important to our clients now and next so we can foresee obstacles and opportunities in their space and smooth the way. We work together to handle complex challenges in litigation, real estate, corporate law, intellectual property and finance anywhere in the world. to subscribe to our mailings, please visit: nixonpeabody.com/alerts For more information, please CONTACT: Kelly Babson, partner kdbabson@nixonpeabody.com David Brown, partner drbrown@nixonpeabody.com Matthew Grazier, partner mgrazier@nixonpeabody.com Richard Langan, partner rlangan@nixonpeabody.com Deborah McLean, senior counsel dmclean@nixonpeabody.com Lloyd Spencer, partner lspencer@nixonpeabody.com John Partigan, partner Securities Practice Group Leader jpartigan@nixonpeabody.com This material may be considered advertising under certain rules of professional conduct. The content should not be construed as legal advice, and readers should not act upon information in this publication without professional counsel. Copyright All rights reserved.