have not sought, and will not seek, an opinion of counsel or a ruling from the Internal Revenue Service (“IRS”) regarding
the United States federal income tax consequences of the reverse stock split and there can be no assurance the IRS will not challenge
the statements set forth below or that a court would not sustain any such challenge. This summary does not purport to be a detailed
discussion of the changes to the U.S. federal income tax laws as a result of the enactment of the Tax Cuts and Jobs Act (the “Tax
Act”). Technical corrections or other amendments to the Tax Act, or administrative guidance interpreting the Tax Act may
be forthcoming. EACH HOLDER OF COMMON STOCK SHOULD CONSULT SUCH SHAREHOLDER’S TAX ADVISOR WITH RESPECT TO THE PARTICULAR
TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO SUCH SHAREHOLDER.
purposes of the discussion below, a “U.S. Holder” is a beneficial owner of shares of our common stock that for U.S.
federal income tax purposes is: (1) an individual citizen or resident of the United States; (2) a corporation (including any entity
treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States,
any state or political subdivision thereof; (3) an estate the income of which is subject to U.S. federal income taxation regardless
of its source; or (4) a trust, the administration of which is subject to the primary supervision of a U.S. court and as to which
one or more U.S. persons have the authority to control all substantial decisions of the trust, or that has a valid election in
effect to be treated as a U.S. person. A “Non-U.S. Holder” is a beneficial owner (other than a partnership) of shares
of our common stock who is not a U.S. Holder.
reverse stock split is intended to constitute a reorganization within the meaning of Section 368(a) of the Code. Assuming the
reverse stock split qualifies as a reorganization, other than the cash payments for fractional shares discussed below, no gain
or loss should be recognized by a shareholder upon the reverse stock split. U.S. Holders of our common stock that receive cash
in lieu of fractional shares will recognize dividend income, or capital gain or loss, depending on the particular facts and circumstances
of the U.S. Holder. To the extent the cash received in lieu of fractional shares is treated as giving rise to dividend income,
U.S. Holders who are individuals may be taxed at a reduced rate of 15%, subject to certain limitations. To the extent the cash
received in lieu of fractional shares is treated as an exchange, a U.S. Holder will recognize capital gain or loss equal to the
difference between the amount of cash received by such holder and the adjusted tax basis deemed to be allocated to the fractional
shares. Any capital gain or loss realized will be treated as long-term capital gain or loss if the holder’s holding period
for our common stock surrendered is greater than one year. Long-term capital gains of U.S. Holders who are individuals are eligible
for reduced rates of taxation. The deductibility of capital losses is subject to limitations.
respect to Non-U.S. Holders, to the extent the cash received in lieu of fractional shares is properly treated as giving rise to
dividend income, such income may be subject to a withholding tax at a rate of 30% (unless an exemption or reduced rate can be
established under a treaty or otherwise). A Non-U.S. Holder generally should not be subject to any U.S. federal income or withholding
tax with respect to any amount properly treated as capital gains unless such Non-U.S. Holder has certain connections with the
United States. Because the determination of whether withholding should apply is very fact specific, the Company may withhold and
pay to the IRS taxes at a rate of 30% on any cash paid to a Non-U.S. Holder in lieu of fractional shares unless a holder can establish
that it is entitled to a reduced rate or exemption from withholding on dividend income pursuant to an applicable income tax treaty
or otherwise. However, a Non-U.S. Holder may seek a refund of such amount from the IRS if the holder determines that it is not
properly liable for such taxes.
should consult their own advisors as to the proper treatment of any cash received in lieu of fractional shares.