Accelerating Results for Entrepreneurs TM

www.BEVILACQUAPLLC.com 2 BEVILACQUA PLLC – BOUTIQUE CORPORATE AND SECURITIES TRANSACTIONAL LAW

YOUR GOALS ARE OUR FOCUS

BEVILACQUA PLLC is a boutique corporate and securities transactional that understands entrepreneurs and provides goal-oriented legal services that facilitate agreement and closure. We’ve been handling complex domestic and international transactional matters for over two decades and have the business experience to give context to the legal services that we provide.

We understand entrepreneurs and seek to provide goal oriented legal services that facilitate agreement and closure. Instead of being an impediment to progress, we’ll proactively find solutions that enable you to achieve your goals.

20 YEARS OF EXPERIENCE BEVILACQUAPLLC.COM 3

ABOVE AND BEYOND THE ORDINARY We add value in many ways beyond our excellent legal services. We help you identify strategic partners. We advise on business planning, strategy, and investor relations. We eliminate hourly billing in favor of flat or project based billing. We accept equity securities as partial payment for our fees. We require very little or no retainer up front. We agree to be paid at closing, when you get paid.

WE ARE NOT ONLY YOUR TRUSTED BUSINESS AND LEGAL ADVISOR, BUT ALSO A TRUE PARTNER

REFRESHINGLY UNCONVENTIONAL Our value-added business development process helps our clients identify and nurture new business opportunities at no additional charge. 4 BEVILACQUA PLLC – BOUTIQUE CORPORATE AND SECURITIES TRANSACTIONAL LAW

SERVICES & SOLUTIONS

BEVILACQUA PLLC offers a comprehensive range of services at flat fees or at low hourly rates.

FORMATION FINANCINGS CROWDFUNDING & THE JOBS ACT Determination of Choice of Entity Private placements, or PIPEs (Private Investment in Public Equity) Advice Regarding Donation-Based Incorporation, Formation, and Organization and Equity Crowdfunding Non-Disclosure and Development Agreements Private Placement Memoranda and Subscription Documents Advice Regarding Regulation A Assignment Agreements and Regulation A+ Initial Public Offerings Stock or Unit Ledger and Stock or Unit Certificates Private Placements under Rule 506(c) – Follow-On Underwritten Offerings General Solicitation and General Advertising Founder Subscription Agreements Self-Underwritten or Direct Public Offerings General Compliance Advice Indemnity Agreements Registered Direct Offerings to Crowdfunding Portals Advisor Agreements Credit Facilities and Loan Transactions At the Market (ATM) Offerings BEVILACQUAPLLC.COM 5

MERGERS & ACQUISITIONS EXCHANGE ACT COMPLIANCE GOING PUBLIC

Acquisition and Roll Up Transactions SEC Maintenance Reverse Merger Transactions and APOs - Annual report on Form 10-K (Alternative Public Offerings) Exits Through Sales of All or a Portion - Quarterly report on Form 10-Q Initial Public Offerings of Your Company - Current reports on Form 8-K Mergers, Share Exchanges and - Press release preparation and review S-1 Resale Registration Statements Other Business Combinations - Forms 3, 4, and 5 and S-1 Registration Satements - Schedule 13D and 13G for Self-Underwritten offerings Business Combinations with SPACS - Rule 144 legal opinions (Special Purpose Acquisition Companies) 20-F Registration Statements for Canadian - Response to SEC comments on and Other Foreign Listed Companies Permanent Capital Acquisition Partnerships Exchange Act Reports (PCAPS) - Prospectus supplements to incorporate Form 10 Registration Statements Recapitalization Transactions Exchange Act reports OTCQX Listing and Compliance Advice and Counseling Regarding Transition Sarbanes-Oxley Compliance NYSE and NASDAQ Listing and Compliance Sale Preparation and Counseling Investor Compliance Registered Direct Offerings Credit Facilities and Loan Transactions At the Market (ATM) Offerings

GENERAL COUNSEL SERVICES We often act as general counsel on a virtual basis. Our general counsel package is a low cost, flat fee package designed to handle your routine legal needs.

EQUITY COMPENSATION VENTURE CAPITAL & PRIVATE EQUITY Equity incentive (stock option) plan Friends and Family Round Restricted stock grants Bridge Financing Documents Option grants Series Seed Financings Stock appreciation rights Keep It Simple Securities Offerings (KISS) Executive employment agreements Venture Preferred Stock Financings Consulting Agreements Venture Debt Bonus plans S-8 Registration Statements Rule 701 advice and compliance 6 BEVILACQUA PLLC – BOUTIQUE CORPORATE AND SECURITIES TRANSACTIONAL LAW

CHINA PRACTICE

BEVILACQUA PLLC’s China Practice provides a wide We regularly advise clients in the following areas: range of integrated services to Chinese clients in the • IPOs and Reverse Mergers; Follow-on Public Offerings, U.S., focusing on general corporate and ongoing public Registered Direct Offerings, and PIPEs company representation, cross-border transactions, • National Exchanges (NYSE, NYSE Amex, NASDAQ) and and corporate finance. We also represent U.S. OTC Markets Listings and Compliances individuals and companies investing in and doing • Exchange Act Compliance business in China. Thanks to a deep understanding • Cross-border Mergers and Acquisitions Involving Public and knowledge of the business and legal aspects of and Private Companies, Joint Ventures, and Strategic U.S.-China transactions in various businesses, our Alliances professionals provide cost-effective and high-quality • Going Private Transactions services to our clients. We have developed close • Due Diligence and Investigative Services connections with leading Chinese law firms, auditors • Business Immigration (e.g., EB-5) and other service providers, allowing us to better serve • Chinese Inbound and Outbound Investment, including our Chinese clients access U.S. markets and our U.S. Market Entry Strategies, Investment Structuring, clients pursue business opportunities in China. Operational Matters, and Exit Transactions BEVILACQUAPLLC.COM 7

PUBLIC COMPANY CLIENTS

ICTV ICTV Brands OTC QX

HOLI HollySys Automation CNIT China Information NASDAQ GLOBAL SELECT MARKET NASDAQ CAPITAL MARKET

AKOM AERKOMM CBAK CBAK Energy OTC QB NASDAQ GLOBAL MARKET

AEEX Asia Equity Exchange LTBR Lightbridge OTC QB NASDAQ CAPITAL MARKET

UNLV UNI LINE KBSF KBS Fashion OTC QB NASDAQ CAPITAL MARKET

CGYG China Longyi Group VYEY Victory Energy Corp. OTC PINK OTC QB

EFSH 1847 Holdings LLC PHMD PhotoMedex OTC PINK NASDAQ CAPITAL MARKET

CNWHF China Networks NUIN Nutrastar International OTC PINK OTC PINK 8 BEVILACQUA PLLC – BOUTIQUE CORPORATE AND SECURITIES TRANSACTIONAL LAW

OUR TEAM

LOU BEVILACQUA is the founding member of Bevilacqua PLLC. He is also a co-founder, President and General Counsel of Digital Offering. Previously, Mr. Bevilacqua was a partner in the Corporate and Securities Group at Pillsbury Winthrop Shaw Pittman LLP and held that position since October 2008. Prior to joining Pillsbury, Mr. Bevilacqua was a partner in the Business and Finance group of Thelen LLP and had been at that firm since January 2003. Before joining Thelen, Mr. Bevilacqua practiced at other international and regional law firms as a corporate and securities transactional . Mr. Bevilacqua counseled companies of every size ranging from entrepreneurs with just an idea to established companies whose securities trade on the LOU A. BEVILACQUA NYSE or NASDAQ. He has broad experience representing issuers in MANAGING MEMBER public offerings and private placements of securities, Exchange Act compliance, angel and venture capital financings, and other areas of equity and debt financing. Mr. Bevilacqua also advised his clients on mergers, acquisitions and other business combinations, including [email protected] EMAIL “roll up” transactions. Mr. Bevilacqua has several years of experience working with microcap public companies whose securities are quoted (202) 869-0888 EXTENSION 100 DIRECT on the Over-the-Counter Bulletin Board, and he understands the (202) 203-8665 special needs of these companies. He also represented companies with MOBILE international operations, including companies based in the People’s LOU.BEV Republic of China and Taiwan, Republic of China, Latin America, Europe SKYPE and Australia. Mr. Bevilacqua graduated Cum Laude from Fordham University and obtained a Juris Doctor from Fordham University School of Law where 1629 K STREET, NW, SUITE 300 was a member of the Order of Coif. Mr. Bevilacqua is Chambers ranked WASHINGTON, DC 20006 in Capital Markets (International Firms) (Experts Based Abroad) and USA Capital Markets: Debt & Equity (Foreign Experts). BEVILACQUAPLLC.COM 9

PUBLICATIONS

CHAPTER: YOU SAY PRIVATE AND I SAY PUBLIC: CROWDFUNDING AND OTHER RECENT LEGISLATIVE INIT- WAYS TO CAPITALIZE ON GOING PRIVATE TRENDS IN CHINA IATIVES FOCUSED ON CAPITAL RAISING AND JOB CREATION AND ALTERNATIVE PUBLIC EXITS IN LATIN AMERICA PILLSBURY WINTHROP SHAW PITTMAN LLP | 2012 ASPATORE BOOKS, A THOMSON REUTERS BUSINESS | 2012 ANATOMY OF A CHINESE APO: SPEED, CERTAINTY, AND FLEXIBILITY IN AN EVER-CHANGING ENVIRONMENT FINRA ANNOUNCES EFFECTIVE DATE FOR NEW RULE 5123 – REQUIRED FILINGS OF PRIVATE PLACEMENTS OF SECURITIES BLOOMBERG | 2009

PILLSBURY WINTHROP SHAW PITTMAN LLP | 2012 LISTING MADE SIMPLE: USING RULE 12G3-2(B) TO LIST INTERNATIONAL COMPANIES ON OTCQX SEC PROPOSES RULES ELIMINATING PROHIBITION AGAINST PILLSBURY WHITE PAPER | 2009 GENERAL SOLICITATION AND GENERAL ADVERTISING IN CERTAIN PRIVATE PLACEMENTS PIPE PRIMER FOR VENTURE INVESTORS PILLSBURY WINTHROP SHAW PITTMAN LLP | 2012 VENTURE CAPITAL JOURNAL | 2009

JOBS ACT TARGETS SMALLER BUSINESS CAPITAL RAISING FAQ: DUAL-LISTING IN HONG KONG PILLSBURY WINTHROP SHAW PITTMAN LLP | 2012 PILLSBURY WINTHROP SHAW PITTMAN LLP | 2009

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RECENT SPEAKING ENGAGEMENTS

GROWTH CAPITAL EXPO | APRIL 2015 ROTH CAPITAL | MARCH 2012 SPEAKER: THE Bs AND Cs OF ONLINE EQUITY PRIVATE PRESENTATION REGARDING EQUITY CROWDFUNDING (TITLE PLACEMENTS VIA RULE 506: EXECUTING SOLICITED AND III OF THE JOBS ACT). SPEAKER, RECENT LEGISLATIVE AND UNSOLICITED PRIVATE PLACEMENTS VIA ONLINE PLATFORMS REGULATORY INITIATIVES FOCUSED ON CAPITAL RAISING AND JOB CREATION, 24TH ANNUAL ROTH CONFERENCE EURO PACIFIC CONFERENCE SEPTEMBER 2013 PANELIST – JOBS ACT PANEL ROTH CAPITAL PARTNERS AND PILLSBURY WINTHROP SHAW PITTMAN | JANUARY 2012 EURO PACIFIC CONFERENCE SEPTEMBER 2014 PRESENTATION REGARDING PROPOSED LEGISLATIVE PANELIST – JOBS ACT PANEL CHANGES RESULTING FROM THE JOBS ACT. SPEAKER, 2012 FINANCING OUTLOOK FOR EMERGING GROWTH COMPANIES 5TH ANNUAL PERU INVESTMENT FORUM 2012 CITIBANK | SEPTEMBER 2011 SPEAKER, ACCESSING CAPITAL FOR MINING PROJECTS DISCUSSION OF RECENT PROPOSED LEGISLATIVE CHANGES DEALFLOW MEDIA WEBINAR | MARCH 2012 THAT ARE INTENDED TO RESULT IN EASIER CAPITAL FORMATION AND JOB CREATION. SPEAKER, GATEWAY TO PRESENTATION ON ALTERNATIVE FINANCING TECHNIQUES GLOBAL TRADE OPPORTUNITIES FOR SOUTH AMERICAN MINING COMPANIES TO RAISE CAPITAL IN THE U.S. CAPITAL MARKETS. SPEAKER, CROWDFUNDING WHERE SOCIAL NETWORKING MEETS THE CAPITAL MARKETS 10 BEVILACQUA PLLC – BOUTIQUE CORPORATE AND SECURITIES TRANSACTIONAL LAW

OUR TEAM

KEVIN (QIXIANG) SUN 孙启翔 is Bevilacqua PLLC’s Senior Counsel. Prior to joining Bevilacqua PLLC, Mr. Sun was an attorney in the Corporate & Securities practice of Pillsbury Winthrop Shaw Pittman LLP and an associate of Thelen LLP.

Mr. Sun has more than 10 years’ experience representing clients in a va- riety of aspects of corporate and securities law, with a particular focus on public and private equity finance, securities compliance and mergers and acquisitions. Mr. Sun’s experience includes representation of issuers of securities as well as investors, underwriters and placement agents in KEVIN (QIXIANG) SUN 孙启翔 connection with both public and private offerings of equity and debt se- SENIOR COUNSEL curities. In particular, as a native mandarin speaker, Mr. Sun has advised more than 20 China-based companies in connection with their under- written offerings, private placements and reverse merger transactions. R [email protected] EMAIL He also counsels public companies with respect to periodic reporting obligations, corporate governance issues and going private transac- (202) 869-0888 EXTENSION 101 OFFICE tions. In addition, Mr. Sun has extensive experience in assisting multiple (202) 618-1519 Over-The-Counter companies in connection with their NASDAQ/NYSE DIRECT listing applications and their continued listing compliance.

Mr. Sun graduated Cum Laude with a Juris Doctor degree from Univer- 1629 K STREET, NW, SUITE 300 WASHINGTON, DC 20006 sity of Illinois College of Law where he was an editor of The University of Illinois Journal of Law, Technology & Policy. Mr. Sun obtained an LLM and an LLB from Nanjing University Law School and an MA from Uni- versity of Denver. BEVILACQUAPLLC.COM 11

PUBLICATIONS

VARIABLE INTEREST ENTITY (VIE) STRUCTURES FACE LEGAL ISSUES IN COPYRIGHT TRANSFER ADDITIONAL SCRUTINY FOR HONG KONG LISTING JOURNAL OF NANJING UNIVERSITY | 1999 PILLSBURY WINTHROP SHAW PITTMAN LLP | 2012 WTO DISPUTE RESOLUTION MECHANISM THE DMCA ANTI-CIRCUMVENTION PROVISIONS AND THE INTERNATIONAL BUSINESS | 1999 REGION CODING SYSTEM: ARE MULTI-ZONE DVD PLAYERS ILLEGAL AFTER CHAMBERLAIN AND LEXMARK? INFRINGEMENT OF PATENT IN PARALLEL IMPORT AND THE THE UNIVERSITY OF ILLINOIS JOURNAL OF LAW, LEGAL REMEDIES TECHNOLOGY & POLICY | 2005 INTERTRADE | 1995 OUTWARD LOOKING POLICIES AND ECONOMIC DEVELOPMENT: A CASE OF TAIWAN SINCE 1952 GLOBAL BUSINESS REVIEW | 2004

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REPRESENTATIVE MATTERS

China-based NASDAQ listed Internet service company in a $14 million A China-based dairy products manufacturing company in an $8.2 million registered direct offering. 9% convertible promissory note transaction. The special committee of a China-based NASDAQ listed real estate devel- The placement agent in a $15.3 million private placement transaction of a opment company in a going private transaction. China-based organic food producing company. A China-based garment company in its merger with a NASDAQ listed A China-based dairy products manufacturing company in a $15 million special purpose acquisition vehicle (“SPAC”). private placement transaction of its convertible preferred stock. A China-based NASDAQ listed multi-platform entertainment company in a A China-based health supplements manufacturing company in a $5.6 $19 million private placement transaction of its convertible preferred stock. million private placement transaction of its convertible preferred stock. A China-based NASDAQ listed transportation information service compa- A China-based NASDAQ listed company in a $10 million registered direct ny in a going private transaction. offering. The placement agent in a private placement transaction of a NASDAQ A China-based beverage company in its $625 million acquisition by listed telecommunication company. Heckmann Corp. The underwriters in an initial public offering on NASDAQ of a China-based A China-based NASDAQ listed company in a $15 million private placement poultry products manufacturing company. transaction. A China-based oilfield equipment company in an initial public offering on A China-based acid battery manufacturing company in a reverse merger NASDAQ. transaction and a concurrent $12.25 million private placement transaction. A China-based precision steel manufacturing company in a $24 million A China-based steel manufacturing company in a reverse merger transac- follow-on underwritten offering on NASDAQ. tion and a concurrent $12 million private placement transaction. A China-based real estate development company in a follow-on A China-based transportation information service company in a reverse underwritten offering on NASDAQ. merger transaction and a $15 million private placement transaction. 12 BEVILACQUA PLLC – BOUTIQUE CORPORATE AND SECURITIES TRANSACTIONAL LAW

OUR TEAM

PAUL LEVITES has practiced corporate and securities law at large international and small boutique law firms as well as in-house for more than 20 years. Mr. Levites has broad experience representing public and private companies in various aspects of US securities law includ- ing alternative public offerings, reverse mergers, follow-on acquisitions, public company reporting and ’34 Act compliance, registered offerings and private placements, corporate governance, broker-dealer and in- vestment adviser regulation and “blue sky.”

Mr. Levites graduated Cum Laude with a Juris Doctor degree from New York Law School and received a master’s degree in business administration from PAUL LEVITES COUNSEL the Hebrew University in Jerusalem, Israel. Mr. Levites is the founder/owner of the LinkedIn group titled “US Securities Laws for Israeli Companies +”.

[email protected] EMAIL

(202) 869-0888 EXTENSION 103 OFFICE (201) 233-8974 PUBLICATIONS MOBILE

REGULATION OF CROWDFUNDING IN THE UK, US, AND ISRAEL: A COMPARATIVE REVIEW 1629 K STREET, NW, SUITE 300 CO-AUTHOR, JOURNAL OF INTERNATIONAL BANKING WASHINGTON, DC 20006 AND FINANCIAL LAW | 2016 BEVILACQUAPLLC.COM 13

PUBLICATIONS MARY SHERIDAN is a corporate and securities attorney with more than 10 years of experience in the areas of securities law, corporate compliance and ethics, and general corporate law. In addition to her boutique law firm experience, Ms. Sheridan was a senior associate in the Corporate Finance group at Skadden, Arps, Slate, Meagher & Flom, LLP, where her practice focused on capital markets and other corporate transactions. Ms. Sheridan represents issuers and investment banks in public offerings and private placements of equity and debt securities, exchange offers and consent solicitations. She counsels clients with the MARY SHERIDAN COUNSEL preparation of SEC filings, corporate governance matters and interac- tions with security holders, stock exchanges and other regulatory bod- ies. Ms. Sheridan also advises clients in the review, design and imple- [email protected] mentation of ethics and compliance programs, including development EMAIL

(202) 869-0888 EXTENSION 104 of codes of conduct, whistleblower procedures, insider trading policies, OFFICE confidentiality policies, document retention programs and other inter- (917) 748-9199 MOBILE nal corporate policies. Ms. Sheridan graduated Cum Laude with a Juris Doctor degree from St. John’s University School of Law where she was an editor of the St. John’s Law Review. 1629 K STREET, NW, SUITE 300 WASHINGTON, DC 20006 14 BEVILACQUA PLLC – BOUTIQUE CORPORATE AND SECURITIES TRANSACTIONAL LAW

OUR TEAM

JOSEPH J. KAUFMAN has over ten years experience working with smaller public companies and brokers in public and private offerings, ongoing SEC compliance, and corporate best practices. Formerly a se- nior associate in the law firm of Pillsbury Winthrop Shaw Pittman LLP, Mr. Kaufman also wrote legal advisories, white papers, and a chapter in the treatise Venture Capital and Public Offering Negotiation.

JOSEPH J. KAUFMANN COUNSEL

[email protected] EMAIL (914) 236-0770 OFFICE (240) 527-0167 MOBILE

1629 K STREET, NW, SUITE 300 WASHINGTON, DC 20006 BEVILACQUAPLLC.COM 15

PUBLICATIONS ANDREA L. SCHROEPFER has over 13 years of experience at ma- jor international law firms and a Fortune 500 company. Ms. Schroep- fer’s experience includes Pepco Holdings, Inc., two years at Proskauer Rose LLP, five years in the Corporate and Securities Group at Pillsbury Winthrop Shaw Pittman LLP as a paralegal and six years Corporate Specialist and Case Assistant at Thelen LLP.

ANDREA L. SCHROEPFER SENIOR PARALEGAL

[email protected] EMAIL

(202) 869-0888 EXTENSION 102 OFFICE

1629 K STREET, NW, SUITE 300 WASHINGTON, DC 20006 BEVILACQUA PLLC 1629 K STREET, NW, SUITE 300, WASHINGTON, DC 20006 (202) 869-0888 | [email protected] WWW.BEVILACQUAPLLC.COM

ATTORNEY ADVERTISING RESULTS DEPEND ON A NUMBER OF FACTORS UNIQUE TO EACH MATTER. PRIOR RESULTS DO NOT GUARANTEE A SIMILAR OUTCOME.

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