Ellenoff Grossman & Schole

Ellenoff Grossman & Schole LLP Representative SPAC Initial Public Offering Transactions

Areas of Practice Include:

Far Point Acquisition Corp. Trinity Merger Corp. Fintech Acquisition Corp. III CORPORATE AND (NYSE:FPAC) (NASDAQ:TMCXU) (NASDAQ:FTAC) SECURITIES $632,500,000 $345,00,000 $345,000,000

PUBLIC OFFERING Credit Suisse and BofA Merrill Lynch B.Riley, FBR, Inc. Cantor Fitzgerald acted as joint book-running managers acted as the sole book-running manager acted as joint book-running managers in an initial public offering in an initial public offering in an initial public offering

PRIVATE EQUITY/ VENTURE CAPITAL June 14, 2018 May 15, 2018 January 16, 2018

EG&S acted as counsel to Far Point EG&S acted as counsel to the underwriter EG&S acted as counsel to Fintech

MERGERS AND ACQUISITIONS

PRIVATE INVESTMENT FUNDS Nebula Acquisition Corp. CF Finance Acquisition Corp. Thunder Bridge Acquisition Ltd. (NASDAQ:NEBU.U) (NASDAQ:CFFAU) (NASDAQ:TBRGU)

REAL ESTATE $275,000,000 $ $225,000,000 DEVELOPMENT & 258,000,00000 FINANCE Deutsche Bank Securities and Cantor Fitzgerald & Co. Cantor Fitzgerald & Co. Goldman Sachs & Co. LLC acted as the sole book-running manager acted as joint book-running managers acted as the sole book-running manager in an initial public offering COMMERCIAL LEASING in an initial public offering in an initial public offering

January 16, 2018 December 12, 2018 June 21, 2018

BROKER-DEALER EG&S acted as counsel to Nebula EG&S acted as counsel to CF Financey EG&S acted as counsel to Thunder Bridge REGULATION

INTERNATIONAL AND DOMESTIC TAX 1345 Avenue of the Americas New York, NY 10105-0302 phone (212) 370-1300 fax (212) 370-7889 www.egsllp.com Ellenoff Grossman & Schole LLP Representative SPAC Initial Public Offering Transactions

Areas of Practice Include:

. ChaSerg Technology Acquisition Corp TKK Symphony Acquisition Corp AMCI Acquisition Corp. (NASDAQ:CTACU) CORPORATE AND (NASDAQ:TKKSU) (NASDAQ:AMCI) SECURITIES $220,000,000 $200,000,000 $200,000,000

PUBLIC OFFERING EarlyBirdCapital, Inc. Jefferies LLC Cantor Fitzgerald & Co. acted as the sole book-running manager acted as the sole book-running manager acted as the sole book-running manager in an initial public offering in an initial public offering in an initial public offering PRIVATE EQUITY/ VENTURE CAPITAL August 20, 2018 November 15, 2018 October 4, 2018

EG&S acted as counsel to TKK Symphony EG&S acted as counsel to AMCI EG&S acted as counsel to ChaSerg

MERGERS AND ACQUISITIONS

PRIVATE INVESTMENT FUNDS Mudrick Capital Acquisition Corp. Forum Merger II Corp. Twelve Seas Investment Co. (NASDAQ:MUDS.U) (NASDAQ:FMCIUI) (NASDAQ:TWLVU)

REAL ESTATE $ DEVELOPMENT & $200,000,000 200,000,0000 $180,000,000 FINANCE Cantor Fitzgerald & Co. Jefferies LLC EarlyBirdCapital, Inc. acted as the sole book-running manager acted as the sole book-running manager acted as the sole book-running manager in an initial public offering in an initial public offering in an initial public offering COMMERCIAL LEASING

February 12, 2018 August 2, 2018 June 22, 2018

EG&S acted as counsel to BROKER-DEALER EG&S acted as counsel to Mudrick Forum EG&S acted as counsel to Twelve Seas REGULATION

Areas of Practice Include:

LF Capital Acquisition Corp. Megalith Financial Acquisition Corp. Tiberius Acquisition Corp. CORPORATE AND (NASDAQ:LFACU) (NSYE:MAFC.U) (NASDAQ:TIBRU) SECURITIES $155,250,000 $150,00,000 $150,000,000

PUBLIC OFFERING B.Riley FBR, Inc. and Raymond Chardan Capital Markets Cantor Fitzgerald & Co. and James & Associates, Inc. Dowling & Partners Securities LLC acted as underwriters acted as the sole book-running manager acted as joint book-running managers in an initial public offering in an initial public offering in an initial public offering PRIVATE EQUITY/ VENTURE CAPITAL June 25, 2018 August 28, 2018 March 20, 2018

EG&S acted as counsel to the underwriters EG&S acted as counsel to Megalith EG&S acted as counsel to Tiberius MERGERS AND ACQUISITIONS

PRIVATE INVESTMENT FUNDS Gordon Pointe Acquisition Corp. Allegro Merger Corp. ( : ) MTech Acquisition Corp. (NASDAQ:ALGRU) NASDAQ GPAQU (NASDAQ:MTECU)

REAL ESTATE $ DEVELOPMENT & $149,500,000 125,000,00000 $50,000,000 FINANCE Cantor Fitzgerald & Co. B. Riley FBR, Inc. EarlyBirdCapital, Inc.

acted as the sole book-running manager acted as the sole book-running manager acted as the sole book-running manager COMMERCIAL LEASING in an initial public offering in an initial public offering in an initial public offering

July 9, 2018 January 30, 2018 February 1, 2018

BROKER-DEALER EG&S acted as counsel to the underwriters EG&S acted as counsel to the underwritery EG&S acted as counsel to MTech REGULATION

Areas of Practice Include:

Tenzing Acquisition Corp. HL Acquisitions Corp. CORPORATE AND (NASDAQ:TZACU) (NASDAQ:HCCHU) SECURITIES $55,000,000 $55,000,000 Maxim Group LLC EarlyBirdCapital, Inc. PUBLIC OFFERING acted as the sole book-running manager acted as the sole book-running manager in an initial public offering in an initial public offering

PRIVATE EQUITY/ August 23, 2018 J 2 , 201 VENTURE CAPITAL une 8 8

EG&S acted as counsel to Tenzing EG&S acted as counsel to the underwriters

MERGERS AND A CQUISITIONS

PRIVATE Greenland Acquisition Corp. Longevity Acquisition Corp. INVESTMENT FUND (NASDAQ:GLACU) (NASDAQ:LOACU) $44,000,000 $40,000,000 REAL ESTATE DEVELOPMENT & Chardan Capital Markets Cantor Fitzgerald & Co. FINANCE acted as the sole book-running manager acted as the sole book-running manager in an initial public offering in an initial public offering

COMMERCIAL LEASING July 27, 2018 August 31, 2018

EG&S acted as counsel to Greenland EG&S acted as counsel to Longevity

BROKER-DEALER REGULATION

Areas of Practice Include:

CORPORATE AND SECURITIES

Legacy Acquisition Haymaker Acquisition Corp. PUBLIC OFFERING (NYSE:LGC.U) (NASDAQ:HAYU)

$300,000,000 $300,000,000

PRIVATE EQUITY/ VENTURE CAPITAL Cantor Fitzgerald and Stifel Cantor Fitzgerald

acted as lead managers acted as lead manager in an initial public offering in an initial public offering

MERGERS AND ACQUISITIONS November 16, 2017 October 24, 2017

EG&S acted as counsel to Legacy EG&S acted as counsel to Haymaker

PRIVATE INVESTMENT FUNDS

REAL ESTATE DEVELOPMENT & FINANCE

COMMERCIAL LEASING

BROKER-DEALER REGULATION

INTERNATIONAL AND 1345 Avenue of the Americas New York, NY 10105-0302 DOMESTIC TAX phone (212) 370-1300 fax (212) 370-7889 www.egsllp.com Ellenoff Grossman & Schole LLP Representative SPAC Initial Public Offering Transactions

Areas of Practice Include:

Kayne Anderson Acquisition Corp. Matlin & Partners Acquisition Corp. Industrea Acquisition Corp. CORPORATE AND (NASDAQ:KAACU) (NASDAQ:MPACU) (NASDAQ:INDUU) SECURITIES $350,000,000 $325,000,000 $230,000,000

PUBLIC OFFERING Citigroup, Deutsche Bank Securities Inc. Cantor Fitzgerald & Co. FBR Capital Markets and and Credit Suisse Securities (USA) LLC B.Riley & Co., LLC acted as joint book-running managers acted as the sole book-running manager acted as joint book-running managers in an initial public offering in an initial public offering PRIVATE EQUITY/ in an initial public offering VENTURE CAPITAL March 30, 2017 March 15, 2017 August 1, 2017

EG&S acted as counsel to Kayne Anderson EG&S acted as counsel to Matlin & Partners EG&S acted as counsel to the Underwriters

MERGERS AND ACQUISITIONS

PRIVATE INVESTMENT FUNDS Hennessy Capital Acquisition Corp. III National Energy Services (N : ) Fintech Acquisition Corp. II YSEMKT HCAC.U Reunited Corp. (NASDAQ:FNTEU) (NASDAQ:NESRU) REAL ESTATE $225,000,000 $153,000,000 DEVELOPMENT & $ , ,0 FINANCE Credit Suisse Securities (USA) LLC 210 000 00 Cantor Fitzgerald & Co. and Stifel, Nicolaus & Co., Inc. Maxim Group LLC and National Bank of Canada Financial acted as the sole book-running manager acted as joint book-running managers in an initial public offering in an initial public offering acted as the sole book runner COMMERCIAL LEASING in an initial public offering

, 201 June 28, 2017 May 17, 2017 January 25 7 BROKER-DEALER EG&S acted as counsel to Hennessy Capital EG&S acted as counsel to National Energy EG&S acted as counsel to the Cantor Fitzgerald REGULATION

INTERNATIONAL AND DOMESTIC T 1345 Avenue of the Americas New York, NY 10105-0302 AX phone (212) 370-1300 fax (212) 370-7889 www.egsllp.com Ellenoff Grossman & Schole LLP Representative SPAC Initial Public Offering Transactions

Areas of Practice Include:

Forum Merger Corporation Constellation Alpha Capital Corp. KBL Merger Corp. IV CORPORATE AND (NASDAQ:CNACU) (NASDAQ:KBLM) (NASDAQ:FMCIU) SECURITIES $150,000,000 $143,750,000 $100,000,000

PUBLIC OFFERING EarlyBirdCapital, Inc. Cowen Inc. Ladenburg Thalmann & Co. Inc, acted as the sole book-running manager B.Riley & Co. and FBR acted as the sole book-running manager n an initial public offering in an initial public offering i acted as joint book-running managers PRIVATE EQUITY/ in an initial public offering VENTURE CAPITAL April 12, 2017 , 201 June 23 7 June 7, 2017 EG&S acted as counsel to EG&S acted as counsel to Forum Merger Constellation EG&S acted as counsel to KBL MERGERS AND ACQUISITIONS

PRIVATE INVESTMENT FUNDS I-AM Capital Acquisition Corp. Draper Oakwood Technology ImmunoCellular Therapeutics (NASDAQ:IAMXU) Acquisition, Inc. (NYSE:IMUC) (NASDAQ:DOTAU) REAL ESTATE $50,000,000 $5,000,000 DEVELOPMENT & FINANCE Maxim Group, LLC $50,000,000 Maxim Group, LLC EarlyBirdCapital, Inc. acted as the sole book-running manager acted as the sole book-running manager in an initial public offering acted as the sole book-running manager in an initial public offering COMMERCIAL LEASING in an initial public offering

August 18, 2017 September 20, 2017 July 24, 2017

BROKER-DEALER EG&S acted as counsel to I-Am EG&S acted as counsel to Draper Oakwood EG&S acted as counsel to Maxim Group REGULATION

Areas of PracticeInclude: Conyers Park Acquisition Corp. M III Acquisition Corp. KLR Energy AcquisitionCorp . (NASDAQ:CPAUU) (NASDAQ:MIIIU) (NASDAQ:KLREU)

C O R P O R A T E A N D S E C U R I T I E S $402,500,000 $150,000,000 $80,000,000

Deutsche Bank Securities and Cantor Fitzgerald & Co. EarlyBird Capital Goldman, Sachs & Co. P U B L I C O F F E R I N G acted as the sole book-running manager actedas joint book-runners acted as the sole book-running manager in an initial public offering in an initial public offering in an initial public offering

July 20, 2016 July 12, 2016 March 16, 2016 P R I V A T E E Q U I T Y / VENTUR E C A P I T A L EG&S actedas counselto Conyers Park EG&S acted as counsel to M III EG&S acted as counsel to KLR

ME R G E R S A N D A C Q U I S I T I O N S Kew Media Group Inc. Stellar Acquisition III Hennessy Capital Acquisition Corp. (TSX:KEW.UN) (NASDAQ:STLRU) (NASDAQ:HCAC) P R I V A T E I N V E S T M E N T F U N D S $70,000,000 $65,000,000 has completed a merger with TD Securities, Inc., Cantor Fitzgerald Maxim Group United Subcontractors, Inc. with an & CO. and National Bank Financial Inc. aggregate value of $348,500,000 REA L E S T A T E D E V E L O P M E N T & acted as the underwriters acted as the solebook-runner F I N A N C E in an initial public offering in an initial publicoffering April 4, 2016 June 14, 2016 October 20, 2015

C O M M E R C I A L L E A S I N G E G & S a c t e d a s U . S . c o u n s e l t o Ke w Me d ia E G & S a c t e d a s c o u n s e l t o Stellar E G & S a c t e d a s U.S. c o u n s e l to Hennesy

B R O K E R - D E A L E R REGU L A T I O N 1345 Avenue of the Americas New York, NY 10105-0302 phone (212) 370-1300 fax (212) 370-7889

I N T E R N A T I O N A L A N D ww.egsllp.com D O M E S T I C T A X Ellenoff Grossman & Schole LLP Representative SPAC Initial Public Offering Transactions

Areas of Practice Include:

DT Asia Investments Limited Terrapin 3 Acquisition Corp. (NASDAQ:CADT) CORPORATE AND (NASDAQ:HCACU) SECURITIES

has completed a business combination with Adrie has completed a business combination with Yatra Global Holdings Limited valued at $204,000,000, Online valued at $93,000,000, pursuant to which Terrapin PUBLIC OFFERING pursuant to which Adrie became a wholly-owned has become a partially owned subsidiary of Yatra subsidiary of DT Asia

, 201 July 6, 2016 December 19 6 PRIVATE EQUITY/ VENTURE CAPITAL EG&S acted as counsel to DT Asia EG&S acted as counsel to Terrapin

MERGERS AND ACQUISITIONS ACQUISITIONS

PRIVATE Origo Acquisition Corp. Pacific Special Acquisiton Corp. INVESTMENT FUND (NASDAQ:OACQ) (NASDAQ:PAACU)

has completed a business combination with Borqs International Holding Corp., a leading global REAL ESTATE has completed a business combination with Aina Le'a, provider of smart connected devices and cloud DEVELOPMENT & Inc. a residential and commercial real estate developer of service solutions for the Internet of Things industry. FINANCE Upon closing, under the merger agreement, Borqs distinctive masterplanned communities in Hawaii will become the operating entity in the combined company.

COMMERCIAL LEASING October 29, 2016 December 27, 2016

EG&S acted as counsel to Hydra Industries EG&S acted as counsel to Pacific BROKER-DEALER REGULATION

Areas of Practice Include: Terrapin 3 Hennessy Capital CORPORATE AND Acquisition Corp. Acquisition Corp. SECURITIES (NASDAQ:TRTLU) (NASDAQ:HCACU) $212,750,000 $115,000,000 PUBLIC OFFERING Deutsche Bank Securities Inc. Deutsche Bank Securities Inc.

acted as the sole book-running manager in acted as the sole book-running manager in an underwritten initial public offering an underwritten initial public offering PRIVATE EQUITY/ VENTURE CAPIT July 22, 2014 January 22, 2014 AL

EG&S acted as counsel to Terrapin EG&S acted as counsel to Hennessy

MERGERS AND ACQUISITIONS

PRIVATE Hydra Industries DT Asia INVESTMENT FUND Acquisition Corp. Investments Limited (NASDAQ:HDRAU) (NASDAQ:CADTU)

REAL ESTATE $80,000,000 $60,000,000 DEVELOPMENT & FINANCE UBS Investment Bank EarlyBird Capital, Inc.

acted as the lead manager in acted as sole book-running manager in an underwritten initial public offering an underwritten initial public offering COMMERCIAL LEASING October 29, 2014 October 6, 2014

EG&S acted as counsel to Hydra Industries EG&S acted as counsel to DT Asia BROKER-DEALER REGULATION

Areas of Practice Include:

Allignvest Acquisition Corporation Electrum Special Acquisition Corp. (TSX:AQX.A) CORPORATE AND (NASDAQ:ELECU) SECURITIES CDN $258,750,000 $200,000,000

PUBLIC OFFERING TD Securities and Cantor Fitzgerald & Co. Cantor Fitzgerald & Co. Inc. acted as the underwriters in acted as the lead underwriter in an initial public offering PRIVATE EQUITY/ an initial public offering VENTURE CAPITAL June 2015 June 16, 2015

EG&S acted as special U.S. counsel to the underwriters EG&S acted as counsel to Cantor Fitzgerald MERGERS AND ACQUISITIONS

PRIVATE INVESTMENT FUND Hennessy Capital Acquisition Corp. II Global Partner Acquisition Corp. (NASDAQ:HCACU) (NASDAQ:GPAC) $199,599,080 REAL ESTATE $155,250,000 DEVELOPMENT & UBS Investment Bank; Cantor Fitzgerald Deutsche Bank Securities Inc. FINANCE & Co.; BMO Capital Markets acted as joint book-runners in an acted as the sole book-running manager initial public offering in an initial public offering COMMERCIAL LEASING

July 22, 2015 July 29, 2015

BROKER-DEALER EG&S acted as counsel to Hennessy EG&S acted as counsel to Global Partner REGULATION

Areas of Practice Include:

CORPORATE AND Dundee Acquisition Ltd. Boulder Specialty Brands, Inc. SECURITIES Harmony Merger Corp. (AMEX:HDP-U) (OTCBB:BDSBU) (NASDAQ:HRMNU) $150,000,000 $102,086,720 PUBLIC OFFERING $115,000,000 Morgan Joseph & Co., Inc. Citigroup, as sole bookrunner and nc. acted as the representative of the underwriters in a public Roth Capital Partners Cantor Fitzgerald & Co. I underwritten offering consisting of 18,750,000 units acted as the lead underwriter in acted as the managing underwriters in a public an initial public offering underwritten offering consisting of 12,760,840 units June 1, 2006 P R I V A T E E Q U I T Y / March 27, 2015 December 21, 2005 V E N T U R E C A P I T A L EG&S acted as counsel to the issuer EG&S acted as counsel to Cantor Fitzgerald EG&S acted as counsel to the underwriters

MERGERS AND

ACQUISITIONS

P R I VAT E Dekania Corporation Healthcare Acquisition Corp. Alpha Security Group Corp. I N V E S T M E N T F U N D S (AMEX:DEK) (AMEX:HAQ) (AMEX:HDS) $97,000,000 $75,200,000 $60,000,000 REAL ESTATE DEVELOPMENT & Merrill Lynch & Co., and Maxim Group LLC Maxim Group LLC FINANCE Maxim Group LLC acted as the representatives of the underwriters acted as the managing underwriter in a public acted as the representative of the underwriters in an underwritten initial public offering underwritten offering consisting of 9,400,000 in an underwritten initial public offering consisting of 9,700,000 units consisting of 6,000,000 units COMMERCIAL LEASING February 7, 2007 July 28, 2005 March 28, 2007

EG&S acted as counsel to the Underwriters EG&S acted as counsel to the issuer EG&S acted as counsel to the Underwriters BROKER-DEALER REGULATION

Areas of Practice Include: Chart Acquisition Corp. BGS Acquisition Corp. CORPORATE AND (Nasdaq:CACGU) (Nasdaq:BGSCU) SECURITIES $75,000,000 $40,000,000 Deutsche Bank Securities Inc. The PrinceRidge Group LLC PUBLIC OFFERING and Cowen and Company, LLC

acted as the lead managers of acted as sole book-running manager and the initial public offering representative of the underwriters of the initial public ffering PRIVATE EQUITY/ VENTURE CAPITAL December 21, 2012 March 26, 2012

EG&S acted as counsel to Chart Acquisition EG&S acted as counsel to BGS Acquisition

MERGERS AND A CQUISITIONS

PRIVATE Infinity Cross Border Collabrium Japan INVESTMENT FUND Acquisition Corp. Acquisition Corp. (Nasdaq:INXBU) (Nasdaq:JACQU)

REAL ESTATE $46,000,000 $40,000,000 DEVELOPMENT & EarlyBird Capital, Inc. The PrinceRidge Group LLC FINANCE

acted as the representative of the acted as the sole underwriter of underwriters of the initial public offering the initial public offering

COMMERCIAL LEASING July 26, 2012 October 24, 2012

EG&S acted as counsel to Infinity EG&S acted as counsel to The PrinceRidge Group BROKER-DEALER REGULATION

Areas of Practice Include:

Azteca Acquisition Corp. SCG Financial Acq. Corp. Trio Merger Corp. CORPORATE AND (OTCBB:AZTAU) (OTCBB:SCGQU) (OTCBB:TMRGU) SECURITIES

$100,000,000 $80,000,000 $60,000,000

PUBLIC OFFERING Deutsche Bank Securities Inc. Lazard Capital Markets LLC EarlyBird Capital, Inc.

acted as sole book-running manager in acted as sole book-running manager in acted as the underwriter in an underwritten initial public offering an underwritten initial public offering an underwritten initial public offering PRIVATE EQUITY/ VENTURE CAPITAL July 6, 2011 April 18, 2011 June 27, 2011

EG&S acted as counsel to Azteca EG&S acted as counsel to SCG Financial EG&S acted as counsel to the Underwriter

MER GERS AND ACQUISITIONS

PRIVATE Empeiria Acquisition Corp. Committed Capital INVESTMENT FUNDS (OTCBB:EPAQU) (OTCBB:CMTPU)

$60,000,000 $28,750,000 REAL ESTATE DEVELOPMENT & Cohen & Company Capital Markets, LLC Broadband Capital Management LLC FINANCE acted as sole book-running manager in acted as the underwriter in an underwritten initial public offering an underwritten initial public offering

COMMERCIAL LEASING June 21, 2011 October 28, 2011

EG&S acted as counsel to Empeiria EG&S acted as counsel to Broadband Capital BROKER-DEALER REGULATION

Areas of Practice Include:

Australia Acquisition Corp. 57th Street General Acq. Corp. (NASDAQ:AAC) (OTCBB:SQTCU) CORPORATE AND SECURITIES $64,000,000 $54,000,000 Cohen & Company Capital Markets LLC Morgan Joseph & Company, Inc. PUBLIC OFFERING and Ladenburg Thalmann

acted as the lead underwriter acted as the underwriters in an underwritten initial public offering in the underwritten initial public offering

PRIVATE EQUITY/ VENTURE CAPITAL November 23, 2010 May 20, 2010

EG&S acted as counsel to the Underwriter EG&S acted as counsel to 57th Street

MER GERS AND ACQUISITIONS

PRIVATE FlatWorld Acquisition Corp. GSME Acquisition Partners I INVESTMENT FUND (OTCBB:FTWAU) (OTCBB:GSMEF)

$22,000,000 $36,000,000 REAL ESTATE DEVELOPMENT & Rodman & Renshaw LLC Cohen & Company Securities LLC FINANCE acted as the lead underwriter acted as the lead underwriter in an underwritten initial public offering in an initial public offering

COMMERCIAL LEASING December 15, 2010 November 25, 2009

EG&S acted as counsel to FlatWorld EG&S acted as counsel to the Underwriter BROKER-DEALER REGULATION

Areas of Practice Include:

CORPORATE AND SECURITIES

PUBLIC OFFERING Chardan 2008 China Hambrecht Asia Acquisition Corporation Acquisition Corporation (NASDAQ:CACAU) (OTCBB:HMAQF) PRIVATE EQUITY/ VENTURE CAPITAL $55,000,000 $32,000,000 Brean Murray, Carret & Co Broadband Capital Management LLC MERGERS AND and Chardan Capital Markets, LLC ACQUISITIONS acted as the representative of the underwriters in an acted as the representative of the underwriters underwritten initial public offering consisting of in an underwritten initial public offering 6,875,000 units. Chardan is the first consisting of 4,000,000 units NASDAQ listed SPAC. August 15, 2008 March 12, 2008 PRIVATE INVESTMENT FUND EG&S acted as counsel to the Underwriters EG&S acted as counsel to the Underwriters

REAL ESTATE DEVELOPMENT & FINANCE

COMMERCIAL LEASING

BROKER-DEALER REGULATION

INTERNA TIONAL AND DOMESTIC TAX 1345 Avenue of the Americas New York, NY 10105-0302 phone (212) 370-1300 fax (212) 370-7889 www.egsllp.com Ellenoff Grossman & Schole LLP Representative SPAC Initial Public Offering Transactions

Areas of Practice Include:

CORPORATE AND Vantage Energy Services, Inc. HD Partners Boulder Specialty Brands, Inc. (AMEX:VTG) (OTCBB:BDSBU) SECURITIES Acquisition Corporation (AMEX:HDP-U) $240,000,000 $150,000,000 $102,086,720 PRIVATE EQUITY/ Deutsche Bank Securities Inc. Morgan Joseph & Co., Inc. Citigroup, as sole bookrunner and VENTURE CAPITAL Roth Capital Partners acted as the representative of the underwriters acted as the representative of the underwriters in a public acted as the managing underwriters in a public in an initial public underwritten offering underwritten offering consisting of 18,750,000 units underwritten offering consisting of 12,760,840 units consisting of 30,000,000 units MERGERS AND ACQUISITIONS May 30, 2007 June 1, 2006 December 21, 2005

EG&S acted as counsel to the SPAC Issuer EG&S acted as counsel to the issuer EG&S acted as counsel to the underwriters

PRIVATE INVESTMENT FUNDS

REAL ESTATE Dekania Corporation Healthcare Acquisition Corp. Alpha Security Group Corp. DEVELOPMENT & (AMEX:DEK) (AMEX:HAQ) (AMEX:HDS) FINANCE $97,000,000 $75,200,000 $60,000,000

COMMERCIAL LEASING Merrill Lynch & Co., and Maxim Group LLC Maxim Group LLC Maxim Group LLC acted as the representatives of the underwriters acted as the managing underwriter in a public acted as the representative of the underwriters in an underwritten initial public offering underwritten offering consisting of 9,400,000 in an underwritten initial public offering BROKER-DEALER consisting of 9,700,000 units consisting of 6,000,000 units REGULATION February 7, 2007 July 28, 2005 March 28, 2007

EG&S acted as counsel to the Underwriters EG&S acted as counsel to the issuer EG&S acted as counsel to the Underwriters

LITIGATION IN STATE & FEDERAL COURTS

Areas of Practice Include: Echo Healthcare Key Hospitality CORPORATE AND Acquisition Corp. Acquisition Corporation ( OTCBB:EHHAU) (OTCBB:KHPAU) SECURITIES $50,000,000 $48,000,000 Morgan Joseph & Co., Inc. and Maxim Group LLC and PUBLIC OFFERING Roth Capital Partners Wedbush Morgan Securities acted as the representative of the underwriters in acted as the managing underwriters in a public a public underwritten offering underwritten offering consisting of 6,250,000 units consisting of 6,000,000 units PRIVATE EQUITY/ VENTURE CAPITAL March 17, 2006 October 28, 2005

EG&S acted as counsel to the underwriters EG&S acted as counsel to the underwriters

MERGERS AND ACQUISITIONS

PRIVATE TransTech ChinaGrowth North INVESTMENT FUND Services Partners Inc. Acquisition Corp. (OTCBB:TTSP) (OTCBB:CGNYF) $36,000,000 $36,000,000 REAL ESTATE DEVELOPMENT & Cowen & Company, LLC and Morgan Joseph & Co., Inc. FINANCE Maxim Group LLC acted as the representatives of the underwriters acted as the representative of the underwriters in an underwritten initial public offering in an underwritten initial public offering consisting of 4,500,000 units consisting of 4,500,000 units

COMMERCIAL LEASING May 30, 2007 January 29, 2007

EG&S acted as counsel to the Underwriters EG&S acted as counsel to the Underwriters

BROKER-DEALER REGULATION

INTERNA TIONAL AND DOMESTIC TAX 1345 Avenue of the Americas New York, NY 10105-0302 phone (212) 370-1300 fax (212) 370-7889 www.egsllp.com Ellenoff Grossman & Schole LLP Representative SPAC Initial Public Offering Transactions

Areas of Practice Include: ChinaGrowth South PinPoint CORPORATE AND Acquisition Corp. Advance Corp. SECURITIES (OTCBB:CGSXF) (OTCBB:PPAC) $36,000,000 $25,000,000

PUBLIC OFFERING Morgan Joseph & Co., Inc. Maxim Group LLC

acted as the representative of the underwriters acted as the representative of the underwriters in an underwritten initial public offering in an underwritten initial public offering consisting of 4,500,000 units consisting of 2,500,000 units PRIVATE EQUITY/ January 29, 2007 April 25, 2007 VENTURE CAPITAL

EG&S acted as counsel to the Underwriters EG&S acted as counsel to the SPAC Issuer

MERGERS AND ACQUISITIONS

PRIVATE Affinity Media INVESTMENT FUNDS International Corp. (OTCBB:AFMIU) $16,500,000 REAL ESTATE DEVELOPMENT & Maxim Group LLC, as sole bookrunner and FINANCE Legend Merchant Group, Inc. acted as the managing underwriters in a public underwritten offering consisting of 2,750,000 units COMMERCIAL LEASING June 5, 2006

EG&S acted as counsel to the issuer

BROKER-DEALER REGULATION

INTERNATIONAL AND DOMESTIC TAX 1345 Avenue of the Americas New York, NY 10105-0302 phone (212) 370-1300 fax (212) 370-7889 www.egsllp.com