L U C O S K Y B R O O K M A N

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2 0 1 8 Y E A R I N R E V I E WLUCOSK Y BROOKMAN

ATTORNEYS WHO ARE AS INTERESTED IN YOUR BUSINESS AS YOU ARE

LUCOSKY BROOKMAN is a corporate finance and securities law firm with offices in New York and New Jersey, representing both domestic and international clients in sophisticated corporate and securities transactions, mergers and acquisitions, secured and unsecured lending transactions, PIPEs and general corporate matters.

The Firm was established to serve select clientele in the emerging and middle markets. It is our mission to provide clients with exceptional legal representation by listening to our clients and anticipating their needs.

Each year, Lucosky Brookman publishes an annual progress report in order to examine current trends for emerging growth companies in the legal marketplace, as well as to highlight the accomplishments and milestones of the Firm in the prior year.

On behalf of the Firm, it is our pleasure to welcome you to our 2018 YEAR IN REVIEW.

Lucosky Brookman and its clients were very active in 2018. The Firm, through its diverse range of practice areas, continued to advance the economic interests of its clients by guiding them through a wide variety of corporate finance, lending and securities transactions while protecting their legal rights.

The Firm appreciated an overall increase in the size of its deal flow, as compared to 2017. This increase was attributed to the number of individual transactions as well as the value of each transaction.

The Firm realized an increase in the number of clients engaged in going-public transactions, merger and acquisition transactions, S-1 and F-1 Registration Statements for primary and secondary offerings, Form 10 Registration Statements, Senior Secured Credit Facilities and various other private equity, venture capital, corporate finance and PIPE transactions.

Throughout 2018, the Firm was successful in assisting its clients to advance their business interests in the areas of mergers, acquisitions, fundraising, banking, finance, litigation and arbitration, among others.

As clients continue to engage Lucosky Brookman, the Firm pledges to provide the same level of high quality legal service to its clients in 2019 and beyond.

A YEAR OF EXPANSION AND DIVERSITY FORTHE FIRM AND FOR ITS PRACTICE AREAS

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Lucosky Brookman represents over 75 public operating companies ranging from companies listed on the NYSE, the NASDAQ Capital Markets and the NYSE American, to companies quoted on the OTC Bulletin Board, OTCQX, OTCQB and OTC Pink Sheets. In addition, the Firm represents numerous private equity funds, investment banks and other financial institutions in connection with equity and debt financings.

We are continuing to enhance our capabilities and strengths in all of the Firm’s practice areas. To that end, in 2018 Lucosky

Brookman has added a commercial and securities litigation practice, an insurance coverage and defense practice, a real estate practice and an intellectual property practice to the firm’s practice areas. The talent that we have added to the Firm in 2018, allows the Firm to continue its growth pattern and permits the Firm to consistently exceed client expectations.

Lucosky Brookman takes pride in successfully representing its clients by providing insightful, cost-effective, practical, business-focused legal advice.

LUCOSKY BROOKMAN REPRESENTS OVER 75 PUBLIC COMPANIES

Throughout 2018, the Firm has expanded the number of experienced litigation attorneys. The Firm is committed to the representation of small and mid-sized companies, banks, private equity firms, venture funds, investment advisors, insurance companies and individuals.

The Firm litigates a wide variety of subject matters, including breach of contract, breach of purchase and sale agreements, breach of partnership agreements, shareholder disputes, disputes among members of limited liability companies, real estate contract and lease disputes, foreclosure disputes, breach of warranty actions, breach of promissory notes, breach of employment agreements, breach of non-compete agreements, and general commercial litigation.

Our attorneys are equipped with a deep understanding of complex financial products, credit agreements, and the capital markets. Utilizing this expertise, Lucosky Brookman represents companies, funds and individuals in litigation arising from activist investment strategies, distressed investment scenarios, including insolvency and restructuring, inadequate disclosures, alleged securities laws violations, market manipulation, and other complex financial disputes. The Firm has particular expertise in defending mid-sized and smaller companies against shareholder-initiated complaints in which investors request additional equity to compensate for capital losses experienced by the investor due to market downturn.

The Firm litigates Securities Act and Exchange Act claims, fraud and non-disclosure cases under federal and blue-sky laws, corporate governance litigation, and insider trading disputes. We represent companies, directors, officers, banks, accountants, institutional investors, financial advisors and broker-dealers in federal and state courts throughout the country. The Firm represents issuers and boards of directors, as well as individuals, in administrative enforcement hearings, trials and appeals. We are retained to represent individuals in enforcement actions in industries ranging from health care and entertainment to pharmaceuticals and technology.

THE FIRM ANNOUNCES THE EXPANSION OF ITS LITIGATION PRACTICE GROUP, FOCUSING ON COMPLEX BUSINESS, SECURITIES

AND COMMERCIAL DISPUTES

Lucosky Brookman is delighted to announce that it has added an established Insurance Coverage and Defense Practice Group. 30-year veteran attorney Norman Golub has joined the Firm as a Partner. The Firm’s insurance practice is focused on representing insurance companies and self-insured corporations on insurance matters in New York and New Jersey. The practice involves large scale, multi-party litigation, including toxic torts and asbestos matters.

For more than 30 years, insurance companies, both domestic and international, have called on Mr. Golub for his counsel and representation in coverage disputes. He has successful-ly resolved countless coverage matters, ranging from cover-age opinions aimed at avoiding litigation to high-profile lit-igation. He also has experience handling a wide variety of cases on behalf of insureds and self-insureds, including mass tort, product liability, asbestos litigation, personal injury and general casualty, construction, labor law and professional liability.

Mr. Golub has litigated extensively in State and Federal courts, on both the trial and appellate levels. He also has considerable experience in arbitration and mediation proceedings. Prior to joining Lucosky Brookman, Mr. Golub was a partner at an insurance defense and coverage firm for over 20 years where he practiced in both New York and New Jersey. He started his career at a New York based firm, and ultimately became a named partner at a large national insurance defense firm where his practice included environmental coverage litigation and counseling international reinsurers on environmental coverage matters.

LUCOSKY BROOKMAN ADDS INSURANCE COVERAGE AND DEFENSE PRACTICE GROUP;

30-YEAR VETERAN ATTORNEY NORMAN GOLUB JOINS

FIRM AS PARTNER

Lucosky Brookman is pleased to announce that it has added an established Real Estate Practice Group to its growing number of practice areas. Noted real estate attorney Jeffrey Goldstein has joined the Firm as Counsel. Mr. Goldstein represents investors, lenders, high net worth individuals, closely held corporations, publicly traded corporations, REITS, private equity funds, venture capital funds, hedge funds, title companies, mortgage processors, mortgage servicers, and established financial institutions in all aspects of real estate transactions.

Mr. Goldstein joins Lucosky Brookman after several years of private practice and following many years of practice at Schulte, Roth and Zabel LLP wherein he represented Fortune 500 companies in their real estate concerns.

Lucosky Brookman’s Real Estate Practice Group applies its expertise to the complete spectrum of real estate transactions, including residential and commercial financings, acquisitions, sales and exchanges, development, construction, joint ventures, loan syndications and participations, management, leasing and defaults. Working as a team with talented lawyers across a broad range of other disciplines, Lucosky Brookman’s real estate attorneys are uniquely qualified to assist clients in the structuring and execution of a wide variety of real estate transactions.

LUCOSKY BROOKMAN ANNOUNCES THE ADDITION OF AN ESTABLISHED REAL ESTATE PRACTICE GROUP; JEFFREY GOLDSTEIN JOINS FIRM AS COUNSEL

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In 2018, Lucosky Brookman’s newest partner, Lawrence Metelitsa, was selected as a New Jersey Law Journal “New Leader of the Bar” (formerly known as the “40 Under 40”). Mr. Metelitsa joins former award recipients, partners Joseph Lucosky and Seth Brookman, whom received the award in 2012 and 2016 respectively. Among other criteria, the “New Leaders of the Bar” award is an honor given by the New Jersey Law Journal recognizing the top attorneys under the age of 40 whom have achieved expertise in their respective practice areas, whom are leaders in their industries, and who’s command of the law has been acknowledged by their peers and clients as exceptional.

LAWRENCE METELITSA PROMOTED TO PARTNER; JOINS FELLOW PARTNERS IN RECEIVING

NEW JERSEY LAW JOURNAL “NEW LEADERS OF THE BAR” AWARD

The Firm was proud to join its long-time client, SilverSun Technologies, Inc. (NASDAQ: SSNT), a national provider of transformational business technology solutions and services, at the Company’s NASDAQ Capital Market bell ringing on August 15, 2018. The Firm has represented the company since the formation of the Firm in 2010. The Firm represented the company in connection with the company’s originally listing on the NASDAQ Capital Market on April 19, 2017.

LUCOSKY BROOKMAN PARTNERS ATTEND NASDAQ BELL RINGING OF LONG-TIME CLIENT, SILVERSUN TECHNOLOGIES, INC.

Lucosky Brookman successfully represented Akers Biosciences, Inc. (NASDAQ: AKER), a developer of rapid health information technologies, in connection with the company’s public offering of $6 million of shares of the company’s common stock and warrants. The funds raised were for working capital, product development, marketing activities, expanding internal sales organization and further developing sales channels and other capital expenditures.

LUCOSKY BROOKMAN REPRESENTS AKERS BIOSCIENCES, INC. (NASDAQ: AKER), IN $6 MILLION REGISTERED OFFERING

LUCOSKY BROOKMAN REPRESENTS BLINK CHARGING CO. (NASDAQ: BLNK) IN $18,500,250

CAPITAL RAISE AND NASDAQ LISTINGLucosky Brookman represented Blink Charging Co. (NASDAQ: BLNK) in connection with a successful uplist transaction, capital raise of $18,500,250 and listing on the NASDAQ Capital Market. Lucosky Brookman attorneys were delighted to join the company in the ringing of the NASDAQ Opening Bell on February 22, 2018.

Blink Charging Co. is a leading owner, operator, and provider of electric vehicle (EV) charging services. Lucosky Brookman served as legal counsel to the company in connection with its underwritten public offering of 4,353,000 units, with each unit consisting of one share of common stock and two warrants. The units were offered at a public offering price of $4.25. Gross proceeds raised by the company pursuant to the offering were $18,500,250.

Corporate, securities, mergers and acquisitions, equity investments and other strategic transactions continued to be a significant part of the Firm’s practice in 2018.

REPRESENTATIVE TRANSACTIONS INCLUDE

CORPORATE AND SECURITIES

Representation of a publicly-traded Florida based electric vehicle charging equipment company in connection with an underwritten offering and uplist to NASDAQ and the registration of $23,000,000 of the Company’s common stock and warrants on a Form S-1 Registration Statement.

Representation of a publicly-traded Massachusetts based company specializing in the life sciences industry in the conversion of debt to equity in a private placement offering in the approximate aggregate amount of $13,600,000 of units of the company’s securities consisting of convertible preferred stock and warrants to purchase shares of the company’s common stock.

Representation of a NASDAQ listed Georgia based healthcare and medical waste company in a private placement offering of senior secured convertible notes and warrants for the purchase of the company’s common stock. The private placement resulted in gross proceeds to the Company of $4,900,000.

Representation of a publicly-traded New Jersey based media company in a private placement offering in the aggregate amount of approximately $3,500,000 of units of the company’s securities consisting of shares of the company’s common stock and warrants to purchase shares of the company’s common stock and the registration of such securities on a Form S-1.

Representation of a publicly-traded Virginia based company specializing in quantum computing in an offering of convertible promissory notes in the aggregate amount of $3,245,000.

Representation of a Texas based a health and wellness company with a principal focus on reshaping the CBD-based products market, in the acquisition of the assets of a cannabis related company.

The Firm’s Banking and Finance practice group continued to expand its representation of both lenders and borrowers, including banks, private equity funds and public and private companies, in connection with secured and unsecured lending transactions.

REPRESENTATIVE TRANSACTIONS INCLUDE

BANKING AND FINANCE

Representation of a New York based private equity fund in connection with a $24,500,000 Senior Secured Loan advanced to an Ohio based company specializing in the production of paint and industrial additives, secured by a domestic and foreign intellectual property portfolio consisting of intellectual property assets in over ten countries and real property in Kentucky.

Representation of a New York based private equity fund in connection with a $13,500,000 Senior Secured Credit Facility to a California based medical care provider.

Representation of a Florida based private equity fund in connection with a $10,000,000 Senior Securities Purchase Facility and the issuance of Senior Secured Convertible Redeemable Debentures by a renewable energy technology company.

Representation of a Cayman Islands based private equity fund in connection with a $5,000,000 Senior Securities Purchase Facility and the issuance of Senior Secured Redeemable Debentures by a national fast food restaurant company.

Representation of a Florida based private equity fund in connection with a $4,600,000 Senior Securities Purchase Facility and the issuance of Senior Secured Redeemable Debentures by a West-Coast based palliative and hospice care provider.

Representation of a Florida based private equity fund in connection with a $3,000,000 Senior Securities Purchase Facility and the issuance of Senior Secured Redeemable Debentures by an invoice factoring company.

LITIGATION AND ARBITRATION

Throughout 2018, clients increasingly engaged the Firm to represent their interests in connection with commercial and securities litigation, arbitration and dispute resolution matters.

REPRESENTATIVE TRANSACTIONS INCLUDE

Represented a New York based industrial manufacturer in connection with several multi-million dollar products liability claims which resulted in very favorable settlements.

Represented a property and casualty insurer in a New Jersey federal court coverage litigation brought by an insurer which claimed payments were made as a result of a mistake of fact.

Represented a property and casualty insurer in coverage claims for multiple underlying wrongful death suits, involving omnibus insured and additional insured commercial policy provisions.

Represented a publicly-traded company and successfully moved by Order to Show Cause seeking an injunction on behalf of investment company in order to stop Respondents’ unlawful appropriation of millions of dollars worth of securities.

Represented a publicly-traded company in connection with an employment dispute resulting in a successful dismissal of the matter against the company. Claims against ex-employee are pending and are currently being arbitrated.

Represented a New Jersey based publicly-traded company and successfully defeated an investor’s request for a Temporary Restraining Order and an Injunction seeking conversion of freely tradeable securities, resulting in a negotiated cost-effective early settlement for the client.

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Since our inception, we have dedicated considerable time and resources to giving back to the community with a hands-on approach to char-itable activities. We established the Lucosky Brookman Foundation, a 501(c)(3) public charity, through which the Firm donates to qualified organizations on behalf of the Firm and through which we are able to receive donations from charitable friends, clients and colleagues. The Foundation was created to take over the management and coordination of the Firm’s ever-increasing charitable contributions and activities. The Lucosky Brookman Foundation’s primary goal is to use the power of philanthropy to impact the lives of those less fortunate, with a particular focus on children’s causes. The Foundation hopes to educate individuals and bring awareness to various sponsored initiatives that make a profound difference on other individuals’ lives, now and far into the future.

LUCOSKY BROOKMAN FOUNDATION

TO LEARN MORE ABOUT THE FOUNDATION’S CHARITABLE ENDEAVORS, OR TO MAKE A DONTATION, PLEASE VISIT WWW.THELBF.ORG.

Lucosky Brookman, together with its friends at Spartan Capital Securities LLC and TCA Capital, raised over $100,000 for The Save A Child’s Heart Foundation (“SACH”) during the Firm’s fifth annual charity event held on November 20, 2018 at The Beekman Hotel in New York City. Since 2014, with the help of its clients, friends and colleagues, Lucosky Brookman has raised over $775,000 for charity. The net proceeds of this year’s event will allow six children from developing countries to receive much-needed life-saving pediatric heart surgery and post-oper-ative care. SACH is an international humanitarian project whose mission is to improve the quality of pediatric cardiac care for children from developing countries whom suffer from congenital and rheumatic heart disease.

“On behalf of the entire SACH organization, I wish to extend my heartfelt appreciation to Lucosky Brookman, Spartan, TCA, and their clients, friends and colleagues for their extraordinary philanthro-py and commitment. Raising over $100,000 is an amazing accomplishment. Through your help this year, you will save six children’s lives – in addition to the countless lives you have saved over the past five years.”

DAVID LITWACK, Executive Director of Save A Child’s Heart, U.S.

OVER $100,000 RAISED AT THE FIFTH ANNUAL LUCOSKY BROOKMAN CHARITY OUTING, CO-CHAIRED BY SPARTAN CAPITAL SECURITIES AND

TCA CAPITAL, BENEFITING THE SAVE A CHILD’S HEART FOUNDATION

LUCOSKY BROOKMAN PARTNERS SUPPORT THE MAKE A WISH FOUNDATION FOR A FIFTH YEAR

As part of Lucosky Brookman’s continuing commitment to children’s charitable causes, over the past four years, Lucosky Brookman has do-nated almost $50,000 to the Make A Wish Foundation. Lucosky Brookman partners have joined friends, clients and colleagues each year at the Make A Wish Annual black tie charity fundraiser, held in Miami, Florida. The Make A Wish Foundation grants wishes to children with life-threatening medical conditions. According to the Make A Wish Foundation, the granting of wishes makes children feel stronger, more courageous, and more determined to overcome their illnesses. Many families and healthcare providers believe the wish experience is the turning point in a child’s battle against their illness. Lucosky Brookman is proud to be an ongoing sponsor of the Make A Wish Foundation.

"We are truly grateful for the overwhelming support of the Make A Wish Foundation by Lucosky Brookman each year. The Firm, through its charitable work, inspires a level of social and philanthropic responsibility that we should all strive to achieve. We look forward to working with Lucosky Brookman in 2019 and beyond as they continue to support children's causes and the Make A Wish Foundation."

ROBERT PRESSChairman of the BoardMake A Wish Foundation of Southern FloridaFounder and ChairmanTCA Capital

Lucosky Brookman continues its philanthropic efforts each year by sponsoring and attending the Far Hills Race Meeting, also known as “The Hunt”. The Hunt is a charity horse race which benefits the Robert Wood Johnson University Hospital, RWJ Barnabas Health, and the Cancer Support Community of Central New Jersey. The event, which draws more than 35,000 spectators each year, has raised more than $18,000,000 since 1950. 2018 marks the fourth annual sponsorship of The Hunt by Lucosky Brookman.

"Each year The Hunt provides the Firm's attorneys, clients, friends and colleagues an opportunity to build relationships in an informal and relaxing atmosphere while supporting a worthwhile charitable endeavor. We are looking forward to continuing to support the Far Hills Race Meeting in 2019.”

SETH BROOKMAN, Partner of Lucosky Brookman.

THE FIRM SPONSORS THE FAR HILLS RACE MEETING FOR THE FOURTH YEAR; PROCEEDS BENEFITTING ROBERT WOOD

JOHNSON UNIVERSITY HOSPITAL

PRACTICE AREASCORPORATE, SECURITIES, BANKING AND FINANCE

Public OfferingsPrivate Placements (PIPEs)Equity Lines of CreditRecapitalizations (Reverse and Forward Splits)Rule 144 MattersMergers and AcquisitionsAcquisition FinancingsJoint VenturesNYSE, NASDAQ and NYSE American Listing MattersExchange Act Reporting and SEC ComplianceCorporate and Commercial TransactionsGeneral Corporate MattersCorporate GovernanceTerm and Revolving Lending TransactionsAsset-based Lending TransactionsRevolving Lines of CreditLetter of Credit TransactionsBridge LoansWorkouts, Reorganizations and Loan SalesRegistration Statements (S-1, S-3, S-4, S-8, Form 10)DTC Deposit Chill Representation

LITIGATION AND ARBITRATION

Commercial and Business Litigation and ArbitrationSecurities Litigation and ArbitrationAdministrative Actions before Regulatory AgenciesRegulatory Investigations (SEC, FINRA, and PCAOB)Labor and Employment LitigationInvestor Litigation

INTELLECTUAL PROPERTY

Patent Prosecution and LitigationPatent Trademark and Copyright ApplicationsDue DiligenceLicensing and Royalty Agreements

INSURANCE COVERAGE AND DEFENSE

Mass Loss and Product LiabilityAsbestos LitigationInsurance Defense Litigation

REAL ESTATE

Residential and Commercial Purchases and SalesJoint Ventures Real Estate FinancingReal Estate LeasingWarehouse Restructures and Foreclosures

101 Wood Avenue South, 5th FloorWoodbridge, NJ 08830

Tel: (732) 395-4400 • Fax: (732) 395-4401

111 Broadway, Suite 807New York, NY 10006

Tel: (212) 332-8160 • Fax: (212) 332-8161

WWW.LUCBRO.COM

The information contained herein was prepared by Lucosky Brookman LLP and is for informational purposes only and is not intended and should not be considered to be legal advice on any subject matter. As such, recipients of this information should not act or refrain from acting on the basis of any content included herein without seeking appropriate legal or other professional advice. Lucosky Brookman LLP does not warrant that the information contained herein is accurate or complete, and hereby disclaims

any and all liability to any person for any loss or damage caused by any actions taken or not taken based on any or all of the contents herein.

This material may be considered to be advertising under the rules of some states. Prior results cannot and do not guarantee or predict a similar outcome with respect to any future matter.

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