Vincent A. Vietti Partner

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Vincent A. Vietti Partner Princeton, NJ Tel: 609.896.4571 Fax: 609.896.1469 vvietti@foxrothschild.

1 Vincent A. Vietti Partner Princeton, NJ Tel: Fax: Vince is an experienced corporate lawyer and is the co-chair of the firm s Public Companies Practice. He has in-depth knowledge in the areas of: Federal and state securities law Mergers and acquisitions Venture capital and corporate finance Corporate governance Corporate control transactions General corporate and commercial matters Securities For more than 20 years, Vince has served as outside corporate counsel to a number of small and mid-sized public companies. He serves as the lead attorney in SEC counseling, compliance and reporting for many of the firm s publicly traded clients. In this capacity, he regularly advises executive officers and public company boards in connection with periodic reporting, compliance with applicable Nasdaq and Exchange rules, completing and structuring public and private capital raising transactions, corporate governance matters, the impact of the Dodd-Frank and Sarbanes-Oxley Acts, press releases, earnings calls and related publicity, managing shareholder issues, effecting share repurchase programs, 10b5-1 trading plans, and equity compensation matters. He routinely represents issuers in PIPE transactions, private placements, and accessing the capital markets through reverse acquisitions. Vince has particular experience in corporate control matters, having represented both management and outside shareholders in public and private proxy fights and issuers in shareholder buyout and capital restructurings. Mergers and Acquisitions In the area of mergers and acquisitions, Vince assists clients in executing acquisition and divestiture strategies. He has significant experience in advising clients on business combinations, asset sales, recapitalizations and related corporate transactions. Vince counsels public boards in fulfilling their fiduciary duties in connection with change in control transactions, conducting auctions and structuring, negotiating and completing public to public merger transactions. He represents public and private companies in effecting industry specific acquisition programs and management groups in buyout transactions.

2 Venture Capital and Corporate Finance From initial term sheet to exit, Vince represents early, mid stage and mature companies in raising outside money from professional investors. He understands the legal and business considerations required to effectively manage these relationships to achieve mutual business goals. More generally, Vince regularly assists clients in completing secured lending and alternative financing transactions to fund working capital needs, acquisitions, recapitalizations and real estate purchases. Before Fox Rothschild Prior to law school, Vince gained hands-on securities experience on Wall Street as a registered sales representative with an investment bank. Representative Matters Represented Fidelity National Financial Ventures (NYSE: FNFV) on the spinoff of its J. Alexander s Holdings, Inc. (NYSE: JAX) subsidiary and listing on The New York Stock Exchange. Represented national mortgage banking company licensed in 32 states and its stockholders in its acquisition by private equity buyer, including credit facility to fund growth during the regulatory approval period, postclosing employment agreements, and roll-over investment. Represented Met-Pro Corporation (NYSE: MPR) in the $210 million acquisition by CECO Environmental Corporation (NASDAQ: CECE) for cash and stock. Represented the management of Waypoint Holdings Ltd, a helicopter leasing company, in obtaining $375 million of equity growth capital from funds affiliated with MSD Capital LP, Soros Fund Management LLC, and Cartesian Capital Group. Represented a public company in a $25 million merger with a public acquirer. Represented selling shareholders in a $150 million IPO. Represent a national defense contractor in a $25 million secured financing, share repurchase and recapitalization. Represented a publicly traded ATM operator in a going private transaction pursuant to a $20 million cash merger with a public company. Represented a publicly traded health care company in a $250 million cash merger/tender offer by a public company. Represented public company in $20 million secured lending, subordinated convertible debt and recapitalization transaction. Represented a pharmaceutical manufacturer in a $75 million universal shelf registration statement. Represent management of a private technology security company in financing and completing a management buyout. Represented public company in $22 million secured convertible debt PIPE financing transaction. Represented a publicly held medical device company in a merger with a private company and registration statement on Form S-4. Defended a public construction company in a lengthy consent solicitation. Regularly assisting clients in private placements of debt and equity securities. Represented widely held private company in $17.5 million buyout of private equity investor financed by seller notes, secured revolving credit facility, and term loans.

3 Represented publicly traded biometric technology company in $19.5 million private placement transaction and strategic software license purchase agreement with a Hong Kong-based public company. Represented issuer in $60 million term loan and revolver to fund working capital and partial recapitalization. Counsel to issuer in three tranche $75 million private equity investment in an early stage frac sand mine operator. Practice Areas Corporate Public Companies Emerging Companies & Venture Capital Mergers & Acquisitions Securities Entity Formation Cannabis Law China Capital Markets Bar Admissions New Jersey Pennsylvania Education Temple University School of Law (J.D., 1992) Temple University (B.S., magna cum laude, 1986) Memberships New Jersey Bar Association Pennsylvania Bar Association Philadelphia Bar Association Publications March 3, 2014 SEC Proposes Regulation A+ To Assist Nonpublic Companies in Raising Capital November 2013 SEC Proposes Crowdfunding Rules Corporate Alert October 2013 SEC Proposes CEO Pay Ratio Disclosure

4 Public Companies Alert July 2013 SEC Adopts Rules Permitting General Solicitation and Advertising in Rule 506 Offerings and Disqualifying Certain Issuers From Engaging in Rule 506 Offerings Public Companies Alert September 2012 SEC Proposal Will Permit General Solicitation and General Advertising in Rule 506 Offerings July 2012 The JOBS Act...It's Not All About Crowdfunding January 2012 SEC Amends Accredited Investor Net Worth Standard To Conform To Dodd-Frank February 2011 SEC Proposes Revised Minimum Net Worth Standard for Accredited Investor Status February 2011 SEC Adopts Final Rules Governing Say-On-Pay, Say-On-Frequency, and Golden Parachute Compensation Advisory Votes December 2010 SEC Proposes Rules for Say-on-Pay, Say-on-Frequency, and Golden Parachute Compensation Advisory Votes August 2010 Dodd-Frank Permanently Exempts Smaller Reporting Companies From Sarbanes-Oxley Auditor Attestation Requirement August 2010 Dodd-Frank Increases Financial Threshold for Accredited Investor Status January 2010 SEC Adopts Enhanced Executive Compensation and Corporate Governance Disclosures August 2009 SEC Proposes Enhanced Compensation and Corporate Governance Disclosures August 2009

5 SEC Approves Amendments to NYSE Rule 452 Eliminating Discretionary Voting by Brokers in Uncontested Director Elections September 26, 2008 Auditor Attestation Report Required Under Section 404 of Sarbanes-Oxley Extended for an Additional Year September 2008 Electronic Filing of Form D Now Permitted September 2008 SEC's Recent Guidance on Use of Company Websites April 2008 SEC Adopts Amendments to Regulation D; Mandates Electronic Filing of Form D April 2008 Down But Not Out: The SEC Will Rise From The PIPE Ashes April 2008 SEC Amends Proxy Rules to Provide Safe Harbor for Electronic Shareholder Forums February 2008 SEC Formally Proposes One-Year Extension of Auditor Attestation Requirement Mandated by SOX Section 404 February 2008 SEC Adopts Amendments to Extend Scaled-Down Disclosure Requirements to Non Accelerated Filers January 2008 SEC Adopts Amendments to Rule 144 and Form S-3 October 2007 Recent SEC Proposals Would Greatly Benefit Smaller Public Companies Events How to Comply With and Implement Best Practices for Dodd-Frank and Pending 2010 SEC Rules

6 February 28, 2011 New York and Princeton Offices Hosted by: Fox Rothschild LLP Dodd-Frank Act and Executive Compensation: What is a Public Company and its Compensation Committee to Do? December 2, 2010 The Heldrich Hosted by: Fox Rothschild LLP and Withumsmith + Brown, PC News January 11, 2018 Fox Rothschild Represents Big Ass Solutions in $500M Acquisition September 26, 2016 Fox Rothschild Transactions Named Among Finalists for M&A Advisor Awards March 31, 2014 Fox Rothschild To Launch its New Fiscal Year With Practice and Office Leadership Transitions October 30, 2013 Fox Earns Americas M&A Atlas Award August 30, 2013 Fox Rothschild Represents Met-Pro Corporation in $210 Million Acquisition by CECO Environmental Corporation

WSGR ALERT PRESIDENT TO SIGN FINANCIAL OVERHAUL BILL. Corporate Governance and Executive Compensation Update. I. Corporate Governance

WSGR ALERT PRESIDENT TO SIGN FINANCIAL OVERHAUL BILL. Corporate Governance and Executive Compensation Update. I. Corporate Governance WSGR ALERT JULY 2010 PRESIDENT TO SIGN FINANCIAL OVERHAUL BILL Corporate Governance and Executive Compensation Update On July 15, 2010, after months of deliberation, Congress passed a comprehensive financial