Rhodium Enterprises, Inc. executed a term sheet to acquire SilverSun Technologies, Inc. (NasdaqCM:SSNT) from BitNile Holdings, Inc. (NYSEAM:NILE), Ault Lending, LLC, Bard Associates Inc., Milton C. Ault and others in a reverse merger transaction on September 7, 2022. Rhodium Enterprises, Inc. entered into a definitive agreement and plan of merger to acquire SilverSun Technologies, Inc. (NasdaqCM:SSNT) from BitNile Holdings, Inc. (NYSEAM:NILE), Ault Lending, LLC, Bard Associates Inc., Milton C. Ault and others for approximately $650 million in a reverse merger transaction on September 29, 2022. Rhodium Enterprises, Inc. plans to List on NASDAQ via Merger with SilverSun Technologies, Inc. Under the terms of the Merger Agreement, each holder of an outstanding share of SilverSun common stock will receive a cash dividend of at least $1.50 per share, which equates to approximately $8.5 million in the aggregate; a stock dividend of one share of SWK Technologies Holdings, Inc. ("HoldCo"), a recently formed subsidiary of SilverSun. HoldCo's sole assets are its 100% ownership of SWK Technologies, Inc. ("SWK") and Secure Cloud Services, Inc., which Subsidiaries accounted for the large majority of SilverSun's revenue in 2021. It is expected that the capital structure of HoldCo will roughly approximate the current capital structure of SilverSun; following the consummation of the business combination, the business of the Subsidiaries will continue to be operated consistent with past practices. In case of termination, terminating party will pay $5 million to the other party.

The current management and Board of Directors of SilverSun, including Mark Meller, the Chief Executive Officer of both SilverSun and SWK, will continue in their current roles at both HoldCo and the Subsidiaries. HoldCo will apply for public listing and the shares distributed in the stock dividend will be registered pursuant to a Form 10 that will be filed by HoldCo with the United States Securities and Exchange Commission (subject to regulatory and exchange regulations and approvals); and the shares of SilverSun's common stock to be retained by the current SilverSun stockholders following the consummation of the business combination will collectively represent approximately 3.2% of SilverSun's pro forma common equity ownership.

The transaction has been unanimously approved by the Boards of Directors of both SilverSun and Rhodium. Transaction is subject to the receipt of any applicable regulatory approvals, the approval of SilverSun's and Rhodium's respective stockholders, and other customary closing conditions. Transaction is also subject to conditions including the SEC having declared the Registration Statement to be effective, the shares of SilverSun Class A common stock to be issued to shareholders of Rhodium pursuant to the Merger Agreement having been approved for listing on Nasdaq, the parties to the Merger Agreement having received all approvals with any governmental body necessary to consummate the transactions contemplated by the Merger Agreement, including, but not limited to, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The proposed business combination is expected to close by year-end of 2022.

B. Riley Securities, Inc. is serving as financial advisor and Thomas Laughlin, Doug E. Bacon, Jack R. Shirley, Matthew R. Pacey, Anne Peetz, Stephen M. Jacobson, David Wheat, Adam Arikat, Jeffery Norman, Frances G. Tompson of Kirkland & Ellis LLP serving as legal advisors to Rhodium. Joseph Lucosky and Chris Haunschild of Lucosky Brookman LLP serving as legal advisors to SilverSun. The Benchmark Company, LLC acted as fairness opinion provider with a service fee of $175,000 and financial advisor to SilverSun. American Stock Transfer & Trust Company, LLC acted as the transfer agent to SilverSun.