Company also has outstanding warrants to purchase shares of common stock. Under the terms of the warrants, the reverse stock split
will effect a reduction in the number of shares of common stock issuable upon exercise of the warrants in proportion to the exchange
ratio of the reverse stock split and will effect a proportionate increase in the exercise price of the outstanding warrants.
for Effecting the Reverse Stock Split and Exchange of Stock Certificates
our shareholders approve the proposal to effect the reverse stock split, and if the Board still believes that a reverse stock
split is in the best interest of the Company and its shareholders, the Board will determine the ratio of the reverse stock split
to be implemented. We will file the Reverse Split Amendment with the Secretary of State of the State of Delaware. The Board may
delay effecting the reverse stock split without resoliciting shareholder approval. Beginning on the effective date of the reverse
stock split, each certificate representing pre-split shares will be deemed for all corporate purposes to evidence ownership of
soon as practicable after the effective date of the reverse stock split, shareholders will be notified that the reverse stock
split has been effected. We expect that our transfer agent will act as exchange agent for purposes of implementing the exchange
of stock certificates. Holders of pre-split share certificates will be asked to surrender to the exchange agent certificates representing
pre-split shares in exchange for certificates representing post-split shares in accordance with the procedures to be set forth
in a letter of transmittal to be sent by us. No new certificates will be issued to a shareholder until such shareholder has surrendered
such shareholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to
the exchange agent. Any pre-split shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise,
will automatically be exchanged for post-split shares. SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT
SUBMIT ANY CERTIFICATE(S) UNLESS AND UNTIL REQUESTED TO DO SO.
surrendered for exchange as contemplated herein, each pre-split share certificate will be deemed at and after the effective time
of the reverse stock split to represent the number of whole shares of common stock resulting from the reverse stock split, and
any dividends or other distributions that may be declared after the effective date of the reverse stock split with respect to
the number of whole post-reverse split shares of common stock represented by that certificate will be withheld by the Company
until that certificate has been properly presented for exchange, at which time all such withheld dividends that have not yet been
paid to a public official pursuant to relevant abandoned property or escheat laws will be paid to the holder thereof or the holder’s
designee, without interest.
service charges, brokerage commissions or transfer taxes shall be payable by any holder of any pre-split share certificate, except
that if any new book-entry shares are to be issued in a name other than that in which the pre-split share certificates are registered,
it will be a condition of such issuance that (1) the person requesting such issuance must pay to the Company any applicable transfer
taxes or establish to the Company’s satisfaction that these taxes have been paid or are not payable, (2) the transfer complies
with all applicable federal and state securities laws, and (3) the surrendered certificate is properly endorsed and otherwise
in proper form for transfer.