Medical Practice Transactions necessarily implicate Employment, Corporate and Regulatory issues for both the buyers and sellers. OlenderFeldman LLP regularly advises physicians as well as medical practices on navigating these issues. For more information on the range of considerations implicated by transactions in the medical field, follow this link:https://www.olenderfeldman.com/wp-content/uploads/2019/04/Client-Alert-Helping-Physicians.pdf For additional information, please contact: Craig D. Bronsnick, Esq., Corporate Law Department, at cbronsnick@olenderfeldman.com or 908-964-2482; or Lauren Paxton, Esq., Employment Law Department, at lpaxton@olenderfeldman.com or 908-964-2453.

Enforcement officials signal focus on pre-employment background check compliance; non-compliant job postings provide fertile ground for litigation. New York and New Jersey are among the more than 30 states across the nation that have adopted legislation precluding employers from querying job applicants’ criminal history -- so-called “Ban the Box” laws. Recent enforcement proceedings and guidance from the EEOC confirm that businesses must do more than just remove the criminal history questions from their job application forms. Employers must adopt policies to ensure that, once criminal history information is permissibly obtained during the post-offer phase of the hiring process, such information is considered consistently across the organization. An employee should not be disqualified for employment unless the criminal history information bears on the position at issue, and the disqualification must be consistent with a business necessity. All employees who are involved in interviewing and hiring job candidates must be trained on the permissible scope of questioning relative to criminal history information at each stage in the process. Employers are advised to evaluate information revealed in a background check on a case-by-case basis, with due consideration for the position at issue and the time that has passed since the occurrence of any subject conduct. Employers should avoid blanket disqualifications for certain categories of criminal history, such as disqualifying all candidates with a felony conviction. Employers in New York and New Jersey are well-advised to ensure that certain background check language is not included job postings, and that certain criminal history information is not elicited in job applications or any pre-offer employment inquiries. In addition, businesses in these jurisdictions must have established and implemented polices to ensure proper and consistent treatment of criminal history information through the hiring process. There are easy to implement, cost effective steps that business can take to avoid undesirable outcomes when regulators come knocking. Employers in New York City must be particularly attuned to the increasing government scrutiny. In the past year the NYC Commission on Human Rights announced charges involving background check compliance violations against local and national businesses involving more than 140,000 employees and job candidates. Recently settled cases in NYC have required employers to pay civil penalties and take costly remedial action involving training, policy changes, and affirmative notice obligations to employees. In addition, the law provides job applicants with the ability to claim emotional distress damages and sue employers in NYC who include certain background check language in their job postings. Relatedly, New York and New Jersey adopted Salary History Bans this month, which restrict employers from asking job candidates (and in New York, current employees), about their salary history prior to the conclusion of compensation negotiations. For a confidential consultation regarding background check compliance, contact Lauren Paxton, Esq. (lpaxton@olenderfeldman.com) at OlenderFeldman LLP. Lauren is well-versed in criminal history compliance and related issues at the intersection of Employment and Criminal law, having served as a Federal Prosecutor (AUSA) and employment lawyer for the U.S. Government prior to her current employment law practice. Lauren also has past regulatory experience as in-house enforcement counsel for the financial industry regulator FINRA. Lauren specializes in advising business owners and executives on legal issues in the workplace, applying her unique background in compliance and litigation, and guiding her clients through the modern and evolving legal landscape. Howard A. Matalon is the Partner of Employment Practices for OlenderFeldman LLP and a Professional in Human Resources with HRCI. Howard specializes in offering practical, cost effective solutions for business owners on workforce management issues, with over 25 years of experience handling employment and litigation matters for corporate clients ranging in size from startup enterprises to Fortune 500 companies. Howard can be reached at hmatalon@olenderfeldman.com.

Restricted Stock Units vs. Restricted Equity Grants These two vehicles for granting equity are often confused, and they have vastly different outcomes. RSU’s An RSU is a contractual right to receive stock at a future date based on vesting criteria, typically time based vesting but it can also be performance vesting. A recipient receives a grant agreement for RSU’s today, which provides that each year the recipient will receive X shares of stock, based on time vesting. The recipient does not pay for the stock and does not recognize income upon the execution of the RSU grant agreement. The upside of an RSU is that it is a full value grant (because there is no strike price). The downside is that upon receipt of the stock in the future, the recipient will recognize income equal to the fair market value of the stock. Thus, if a share of stock is worth $10, and the recipient received 5,000 shares, they will have $50k of income. Since the stock is illiquid, the recipient will go out of pocket for the taxes. Moreover, as time goes on, assuming the stock becomes more valuable, then each year that more RSU’s vest and the stock is issued, the recipient will have an increasingly large tax bill. The recipient cannot file a Section 83(b) upon receipt of the grant and, thus, there is no mechanism to mitigate the recognition of income as the stock is issued. Thus, for this reason, we typically only use RSU’s in public companies, because the executive is then able to sell off a portion of the stock to pay the taxes. He can’t do that with this stock. If the recipient is prepared to pay taxes on phantom income each year, then this works fine and the recipient receives a full value grant. An alternative that we typically use with non-public companies that “splits the difference” is a restricted stock grant. It works like this: A restricted stock grant is a grant of stock today, which is then subject to a “risk of forfeiture”, which means that if the recipient does not satisfy the “vesting” criteria, the shares which have not vested are forfeited. We require the recipient to file with the IRS a Section 83(b) election, which is an election by the taxpayer to include in current income property that is subject to a risk of forfeiture. Because it is subject to a risk of forfeiture, the stock is discounted, with the amount of the discount dependent on the severity of the restrictions. For instance, a one year vesting period would have very little discount, and a 10 year would have a significant discount, the difference being that the stock is much more likely to vest in one year, than it is in 10, because there are a variety of circumstances that could lead to termination of employment. For example, if today the recipient receives stock at $10/share, and is granted 5,000 shares, then the FMV is $50k, but if it is subject to 4 year vesting, it might be subject to 50-70% discount, in which case the recipient would file the 83(b) and report income at $15k-$25k and pay taxes on a much lower level of income. As the stock vests (the forfeiture restrictions lapse), there is no taxable event to the recipient. Finally, the other advantage over RSU’s is that the holding period for capital gains starts when the 83(b) election is filed, while the holding period for RSU’s begins when the stock is granted per the RSU grant agreement. The restricted grant will not avoid taxes upon grant, but it will result in much lower taxes being due, and save a tremendous amount of taxes going forward as the forfeiture restrictions lapse vs. RSU’s. For more information, please contact Kurt D. Olender at 908-964-2485 or kolender@olenderfeldman.com

The CCPA went into effect on January 1, 2020, with enforcement by the California Attorney General not commencing until July 1, 2020. As a general matter, the CCPA applies to any for-profit company conducting any business in California which collects consumers’ personal information (which would include cookies and the like) and determines alone or with others the purpose and means of processing (using) this information, and: (1) Has annual gross revenues in excess of $25 million (assume this applies to worldwide revenue); or (2) Buys or receives for commercial purposes, or sells, or shares for commercial purposes, the personal information of 50,000 or more consumers, households or devices; or (3) Derives 50% or more of its annual revenue from selling consumers’ personal information. To the extent the CCPA is applicable to your business, compliance requires implementing the following: Specific customer notices and disclosures. Implementation of processes to obtain and respond to consumer requests for certain information concerning the collection, handling, sale, deletion and disclosure of specific consumer personal information. Implementation of processes to allow the opt-out of (and for minors, to opt-in to) the sale of personal information. The development of any financial incentive programs for the acquisition, sale and deletion of personal information. Internal employee training. If you have any questions about the CCPA, its applicability to you or your business, or seek additional details concerning any data privacy and protection matters related to your business, please contact Michael J. Feldman, Esq. at mfeldman@olenderfeldman.com or 908-964-2486.

As we end the second month of what is proving to be a very busy 2020, we thought we would share some highlights of 2019 to illustrate the range of industries of our corporate clients. Mergers & Acquisitions Merger of network infrastructure hardware and software company with public acquirer for $155MM. Counsel for Seller. Sale of market research company in the pharmaceutical, pharmacy and benefits provider industries to private equity for $57.7MM. Counsel for Seller. Sale of telecommunications infrastructure company to private equity acquirer for $34MM. Counsel for Seller. Sale of a multi-specialty medical practice and management company for aggregate consideration of $11MM. Counsel for Sellers. Acquisition of technology services provider for $4 million by technology staffing and services provider. Counsel for Acquirer. Acquisition of a financial analytics services company for a minority equity stake in a full-service, middle-market financial management services provider. Counsel for Acquirer. Asset acquisition from recreational swimming equipment company for $1.2MM. Counsel for Acquirer. Sale of 49% equity in a medical building holding company in the amount of $675,000. Counsel for Seller. Venture Financings, Private Placements, & Joint Ventures $12MM Series A Preferred stock financing for “ready to eat” food company. Counsel for Issuer. $7.5MM Strategic partnership for partial redevelopment of Ft. Monmouth, NJ. Counsel for JV. $6.3MM capital raise for a joint venture mixed-use real estate development project. Counsel for Developer. $5MM Series A Preferred stock financing for SaaS software provider to reinsurance industry. Counsel for Issuer. $3.5MM private placement in real estate investment vehicle. Counsel for Issuer. $3.135MM Series Seed Preferred stock financing for artificial intelligence digital video and audio content search software company. Counsel for Issuer. $1.3MM private placement in a commercial real estate holding company. Counsel for Issuer. $1.MM Series Seed Preferred stock financing for homeopathic pain management product company. Counsel for Issuer. $950,000 Convertible Note Financing for adtech company. Counsel for Company. $900,000 private placement in a commercial real estate holding company. Counsel for Issuer. Private placement of convertible notes for virtual reality experience company. Counsel for Issuer. Common Stock Financing for computer aided design (CAD) software for the fashion industry. Counsel for Company.

In today’s complex and “flat-world” business environment, technology rules. However, along with technology comes countless industry-specific, international, national and state-based regulatory schemes which dictate how, when, why and where data can be processed. Of course, these regulatory and legal requirements are often in addition to your contractual and business obligations. Keeping track of everything can be complicated, and appropriate compliance is not always easy or straight-forward. In an effort to streamline the process, below is a useful checklist of items you should have in place or consider addressing to meet your various privacy and data security obligations. __1 Written Information Security Policy __a Staff/employees __b IT department if applicable __2 Annual (or more frequent and upon hiring) Information Security Training __3 Determination of applicable laws, rules and regulations (i.e., HIPAA, GDPR, CCPA, etc.) __4 Data mapping – determine what data you have, where you have it, why you have it, etc. __5 Data retention/destruction policy (sometimes part of Information Security Policy) __6 Data breach plan __7 Contract analysis to determine legal obligations imposed on business by third-parties __8 Vendor/provider analysis to determine legal compliance of vendors/third-party providers __9 Website privacy policy (and related terms and conditions of use) If you have any questions about any of the above, or seek additional information concerning compliance with any or all of the above items, please contact Michael J. Feldman, Esq. at mfeldman@olenderfeldman.com or 908-964-2486. Business, Corporate, Data Privacy & Information Security

Kurt D. Olender, Esq. – EO Mash up – AFS Fired Up Reaching New Levels of Presentation and Coaching on February 5, 2019 Michael J. Feldman, Esq. – RSMG Business Alliance – Fourth Annual Executive Business Forum “Cyber Security – Your Business and You” on April 23, 2019 Donna H. Hartman, Esq. – Alcohol Beverage Importers & Distributors Conference “Trademarks – Are Your Brands Protected?” on May 14, 2019 Kurt D. Olender, Esq. – SAP Panel – Insight 2020 Lightening Round Secrets from Top Experts on September 18, 2019 Michael J. Feldman, Esq. – Webinar with eHealthcare Solutions “Solutions for GDPR and CPRA” on September 18, 2019 Howard Matalon, Esq. – NJBiz “Workplace Discrimination” Panel Discussion on October 30, 2019 Michael J. Feldman, Esq. – WorldOx Webinar with Partners in Regulatory Compliance “Simple Cybersecurity & Regulatory Compliance Strategies to Keep Law Firms in the Black While Avoiding a Black” on November 14, 2019 Michael Zussman, Esq. & Jacob Shulman, Esq. – “Bitcoin, Cryptocurrency, Blockchain, Oh My! A Primer on Digital Assets” on December 12, 2019 Michael J. Feldman, Esq. – Webinar with Partners in Regulatory Compliance “Privacy by Design - Cybersecurity Policy and IT Policies for Small-to-Mid-sized Private Companies” 2019

Business as Usual. Remote or otherwise. We know our clients and the business community at large are now reaching the point of COVID-19 news fatigue. You are also being barraged daily with vendor messages about support and monitoring on developments on the coronavirus spread. But none of that has anything to do with what our clients are most concerned about: the specific impact on your business. At OlenderFeldman, we look at the matter of the coronavirus through that lens. To that end, we have prepared a memorandum in conjunction with our Human Resources partner RedClover to assist you in your planning and recovery of the business disruption created by COVID-19. To read, please click here: Business Disruption Planning - 2020 Whether you are just coming to grips with the workforce issues presented in this memo or are working through them, we are here to assist you every step of the way. Please contact our group leaders for direct and practical guidance in Corporate/M&A and Technology Services (Kurt Olender), Employment Practices and Employment Litigation (Howard Matalon) and Business Litigation (Christian Jensen and Rich Angowski).

Business as Usual. Remote or otherwise. For many businesses, moving to a remote workplace as an adaptation to the Coronavirus is an effective and efficient means of business continuity. However, the logic and rationale of doing so falls apart if the data privacy and security procedures and processes you have (or should have) in your office fall apart when people start working remotely from their homes. Of course, it does not need to be that way. Please consider the following broad data privacy and security checklist for your business, your employees and contractors to minimize the chance of further business disruption, damage or of a data breach: Beware of phishing or related scams that attempt to take advantage of employees’ desire to learn more about, or fear of, COVID-19. Both nation-state actors and scammers are looking to profit and disrupt by taking advantage of the current state of public uncertainty. Make sure all devices used for work, including home computers if they are used for remote work, have up-to-date firewalls and security software (i.e., anti-malware/spyware) installed. Do not download anything to the computer or other device (i.e., tablet, smart phone, etc.) used for work without proper security scanning and/or confirmation with your IT department or provider. This includes Apps on your phone or tablet as many include spyware or otherwise obtain access to your device, and your business information, in ways that could be very harmful. Do not save or share work product or information on any personal hard drive or cloud account. Use a VPN or other similar interface to access and use business data and information. Check your download file several times a day and do not inadvertently save sensitive information not meant to be saved. Implement two-factor authentication if not already in use, and if in use at the office, make sure it is also used for remote workers. Encrypt and protect any external devices containing work materials. Consider imposing limitations on where people can work so third-parties are unable to physically view work product or client information. While remote work may be confined to individual homes today, that possibility could change in the future. Do not ever use public WiFi for work. Be aware of and consider both employee privacy and applicable rules, regulations and laws (which typically take into account the public interest and health/safety of employees) in making decisions about who to inform and how to inform in the event any employee, contractor or vendor is or may be infected with COVID-19 as there are numerous considerations. For example, do you identify the individual to some or all co-workers, or just to management, or just to certain employees, or to nobody? What if the individual does not want anyone to know? Do you inform public health officials? Do you inform clients? Know what your rights are to obtain, inspect or download information from an employee’s computer or device used at home for work when that computer or device belongs to the employee. Make sure you check in on your employees to make sure they are following your data privacy and security guidelines and rules. In addition to the above, it is even more critical than ever that you develop and implement a business continuity plan and an Information Security Policy and that your employees are properly trained their terms. Many businesses are struggling today because they are trying to recreate the wheel when they should have been prepared to just hop in the car. The foregoing is not just in connection with COVID-19. With such policies and procedures in place in advance, transitioning to alternative working arrangements for any situation (disaster or simply for an office remodeling) becomes easier and less fraught with problems. Plan ahead, plan intelligently and learn to thrive in an adverse environment. For more information, assistance or guidance, please contact our Data Privacy and Information Security group leader, Michael J. Feldman (mfeldman@olenderfeldman.com or 908-964-2486).

Pandemics and Force Majeure 1. What is a ‘force majeure’ clause? ‘Force majeure’ clauses excuse or defer performance of a contract in the event of certain circumstances beyond a party's control that may render performance impractical or impossible. These clauses typically provide a list of specific events that, upon occurrence, would excuse or delay a party’s performance or in some cases, permit the termination of the contract. An example force majeure clause is below: Force Majeure - Neither party shall be liable for nonperformance or breach of this Agreement if caused by events outside the reasonable control of a party including without limitation, acts of God, war, terrorism, riot, fire, restrictions imposed by governmental orders, rules or regulations (each a “Force Majeure Event”). 2. How does it work? Where an event or series of events triggers a force majeure clause, a party may defer or be released from its duties to contractually perform without liability. There is no uniform rule as to when a force majeure clause excuses performance because the scope of these clauses depends on the express terms. For example, under New York and New Jersey law, force majeure clauses must be narrowly construed, meaning that only events specifically listed in the clause will excuse a party’s performance. Similarly, under Delaware law, force majeure provisions are interpreted according to their plain meaning. Although broader language like “acts of G-d” may arguably cover COVID-19, specific language is more likely to make a pandemic stand stronger as an excuse to perform. In jurisdictions where courts narrowly construe force majeure provisions, “acts of G-d” typically refer to natural disasters such as hurricanes, earthquakes, floods etc.). Therefore, a force majeure clause that is limited to a specific enumerated list would likely only cover the COVID-19 pandemic if it includes specific language such as “public health related outbreak”. As a general proposition, the force majeure clause is a contractual provision for the common law exception to performance known as “impossibility of performance” so the event must actually apply to the party at issue. Parties may negotiate force majeure provisions and limit the circumstances under which such excuse may be enforced. 3. How does it affect the obligations of the parties to a contract? The consequences for the parties where a valid force majeure event has occurred will depend on the nature of the affected party’s obligations under the contract, as well as the remedies expressly contemplated by the force majeure clause. Remedies typically include an extension of time to complete performance, or if the event extends over a longer period, the invoking party may have the option to terminate the contract. It is important to note that force majeure clauses may not excuse performance where the impact of a force majeure event is contemplated in another provision of a contract – for instance, a business continuity or disaster recovery provision. In short, these clauses need to be reviewed in the context of the specific event and the impact of the event on the parties to the contract. For more information, contact Kurt D. Olender: kolender@olenderfeldman.com, Craig Bronsnick: cbronsnick@olenderfeldman.com, or John Billiris: jbilliris@olenderfeldman.com.

The following guidance is being provided by OlenderFeldman LLP based upon Executive Order 107 issued by Governor Phil Murphy on March 21, 2020 and the follow on official guidance provided by the State of New Jersey through the Covid19.nj.gov website. This information is subject to change based upon revised guidance that may follow from the Governor’s office and all clients should refer to the aforementioned website for update information. This Executive Order goes into effect tonight at 9:00 pm. In summary, the Governor has issued directives for New Jersey businesses based upon the nature of the business, with the closure mandates being principally focused on the retail industry. The Executive Order categorizes businesses in one of four general categories, with specific treatment for each category as discussed and defined below: (1) non-essential retail businesses, which are required to close; (2) essential retail businesses, which are permitted to remain open; (3) non-retail business capable of “telework” and permitted to have non-telework employees remain at the workplace; and (4) non-retail business incapable of “telework” and permitted to have employees remain at the workplace. Non-essential retail businesses. Examples of non-essential retail businesses subject to this mandate that must close to the public include: Entertainment - recreational and entertainment businesses such as casinos, racetracks, sports lounges, gyms and fitness centers, entertainment centers (movie theatres, performing arts centers, concert venues and nightclubs), indoor and outdoor amusement parks, water parks, zoos, aquariums, arcades, family & children play centers, bowling alleys; Retail - indoor portions of retail shopping malls and restaurants/stores located inside shopping malls*; Personal Care - barber and cosmetology shops, beauty/nail/hair salons, spas (including day spas and medical spas performing solely elective and cosmetic procedures), massage parlors, tanning salons and tattoo parlors; Education – public, private and religious schools and programs, including preschool through high school programs and classes. Charter and renaissance schools are included in this mandate. Colleges and institutions of higher education are also included in this mandate. Essential retail businesses. These businesses are exempt from this Order and can continue to operate in the ordinary course and include: Certain Retail Operations – grocery stores, farms (that sell directly to customers) and farmer’s markets, convenience stores (i.e. 7/11, Wawa), gas stations and retail stores within a gas station, hardware and home improvement stores, banks and other financial institutions (retail function only), laundromats and dry-cleaning services, stores that sell supplies to children under the age of 5 years old, pet stores, liquor stores, printing/office supply stores, mail & delivery stores, car dealerships (auto maintenance and repair only) and auto mechanic shops**; Drugs & Medicine – pharmacies, medical marijuana dispensaries, medical supply stores. Medical facilities may continue to operate. Medical facilities include any facility where a sick or injured person is given care or treatment, such as: doctor’s offices, hospitals, dentist offices, long-term care facilities, and other medical offices; Restaurants and Dining Establishments – all dining establishments including restaurants, cafeterias, dining establishments and food courts (with or without a liquor license) and bars, are permitted to operate during normal business hours but are limited to food delivery and/or take-out services only. Any New Jersey retail business not listed above may contact the State Director of Emergency Management, who is the Superintendent of State Police, to be included as an essential retail business. Non-retail businesses capable of “telework”. With respect to all non-retail New Jersey businesses, all businesses in the State must accommodate employees, where practicable, for “telework” or work-from-home arrangements. The mandate defines “telework” as the practice of working from home or alternative locations closer to home through the use of technology that allows the employee access to necessary work materials. Any employees that cannot telework due to the nature of their position or the requirements of the business may continue to work on-site at the workplace, provided that such employees must be kept to the minimum necessary to enable the business to operate. Non-retail businesses that are incapable of “telework” arrangements. Any non-retail businesses that are incapable of telework where the typical employee must be physically present to conduct business are permitted to operate with the minimal number of on-site employees necessary to ensure that essential operations of the business continue. Examples of the types of employees recognized by the Order who must be physically present include cashiers or store clerks, construction workers, utility workers, repair workers, warehouse workers, lab researchers, IT maintenance workers, janitorial and custodial staff, and certain administrative staff. Note that the follow-on guidance provided by the Governor’s office on the Covid19.nj.gov website subsequent to the issuance of the Executive Order indicates that manufacturing and distribution businesses (including industrial, logistics, ports, heavy construction, shipping, food production, food delivery, and other commercial operations) are entitled to continue ordinary business operations either on a telework basis or as set forth above in this section. Also note that the order does not further define the minimal number, but practical judgment would suggest it should be the number of employees necessary to keep the business operating in the ordinary course. The Governor’s Office also provided follow on guidance that employees reporting to work are permitted to travel to and from their place of business but that businesses still allowed to operate despite the Executive Offer should give each employee a letter to have with them in their automobiles indicating that the employee works in an industry permitted to continue operations. Penalties – Businesses that violate this Executive Order as well as individuals who knowingly aid and abet said violation are subject to criminal prosecution for disorderly conduct which includes imprisonment of up to 6 months or fines of up to $1,000 per violation, or both. *Restaurants located within shopping malls that maintain their own external entrance(s) directly open to the public may remain open for takeout and delivery food only. **Essential retail businesses are required to provide, whenever practicable, pick-up services outside or adjacent to the physical store for goods ordered online or by telephone.

We are very pleased to announce two recent additions to our Corporate Department. Our robust corporate practice is benefiting greatly from the skill sets of both Jillian and Nicholas. Welcome!