Private Placement Offerings that allow business owners to raise start-up or growth capital.

• Rule 506(b) and Rule 506(c) offerings

• Real estate syndications

Mergers and Acquisitions:

• Representing sellers of businesses in both asset and stock sales, allowing them to realize life changing wealth events.

• Representing institutional and strategic acquirers in both purchases and mergers that allow them to grow their businesses or investment holdings.

Venture Capital Financing Transactions:

• Represent venture capital funds in documenting investment transactions in portfolio companies.

• Represent companies in negotiating investment transactions with venture capital funds.

• Negotiate and document venture debt transactions.

Corporate Governance Issues for both private and public companies.

Public company securities compliance issues:

• All aspects of the Securities Exchange Act of 1934, as amended.

• All aspects of the Securities Act of 1933, as amended.

• Proxy Rules.

• National Securities Exchange Rules including the New York Stock Exchange and NASDAQ Stock Market.

General corporate counsel services for both private and public companies:

• General contract review and negotiation.

• Drafting and negotiation of employment agreements with executive officers.

• Implementation of stock option plans and grants of equity compensation awards.

While these cross a wide variety of industries, Mr. Zappetti has developed a specialization in the following industries:

• Private Real estate investment funds;

• Title insurance companies;

• Microbreweries; and

• Pharmaceutical drug development and medical device companies.