Exhibit (a)(1)(C)

LETTER OF TRANSMITTAL

TO TENDER PRE-FUNDED WARRANTS AND STRATEGIC WARRANTS

PURSUANT TO THE OFFER TO PURCHASE

DATED October 15, 2026, AS AMENDED ON October 29, 2026

BY

SkyAI, Inc.

OF

UP TO 5,137,615 CASH PRE-FUNDED WARRANTS TO PURCHASE COMMON STOCK,

UP TO 10,463,001 CRYPTOCURRENCY PRE-FUNDED WARRANTS TO PURCHASE COMMON STOCK,

UP TO 3,955,293 STRATEGIC WARRANTS TO PURCHASE COMMON STOCK,

AT A PURCHASE PRICE OF $3.00 PER SHARE (less $0.0001 in the case of the pre-funded warrants),

REPRESENTING AN AGGREGATE PURCHASE PRICE OF UP TO $ [       ]

THE OFFERAND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE
AFTER 11:59 P.M., NEW YORK CITY TIME, ON

NOVEMBER 12, 2026, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY
BE EXTENDED, THE “EXPIRATION DATE”) OR earlier TERMINATED.

The Depositary for the Offer is:

MacKenzie Partners, Inc.

By Hand or Overnight Courier:
MacKenzie Partners, Inc.
7 Penn Plaza Suite 503
New York, NY 10001

The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

Ladies and Gentlemen:

The undersigned hereby tenders to SkyAI, Inc., a Nevada corporation (the “Company”) the below-described cash pre-funded warrants to purchase shares of common stock, issued on August 25, 2025 (“Cash Pre-Funded Warrants”), cryptocurrency pre-funded warrants to purchase shares of common stock issued on August 25, 2025 (“Cryptocurrency Pre-Funded Warrants” and together with the Cash Pre-Funded Warrants, the “Pre-Funded Warrants”, and each, a “Pre-Funded Warrant”), strategic warrants to purchase shares of common stock issued on August 28, 2026 (the “Strategic Warrants” and together with the Pre-Funded Warrants, “Warrants”), at a price of $3.00 per share (the “Purchase Price”) (less $0.0001 in the case of the Pre-Funded Warrants and Strategic Warrants), of the Company on the terms and subject to the conditions set forth in the Company’s Offer to Purchase dated October 15, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”), in this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants (together with any amendments or supplements thereto, the “Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants”) and in other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and Letter of Transmittal for Common Stock, the “Offer”), receipt of which is hereby acknowledged. If you are a holder of shares of common stock, please refer to the Letter of Transmittal for Common Stock to tender such securities. If you are a holder of cash stapled warrants issued pursuant to the securities purchase agreements entered into by the Company dated August 25, 2025 (“Cash Stapled Warrants”) or stapled warrants issued pursuant to the cryptocurrency securities purchase agreements dated August 25, 2025 (“Cryptocurrency Stapled Warrants”) please refer to the Letter of Transmittal for Stapled Warrants to tender such securities. Capitalized terms used herein without definition have the meanings set forth in the Offer to Purchase.

Subject to and effective on acceptance for payment of, and payment for, the Warrants tendered with this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to all the Warrants that are being tendered hereby and irrevocably constitutes and appoints the Company, the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such Warrants, to (a) transfer ownership of such Warrants on the account books maintained by the book-entry transfer facility, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of the Company, (b) present such Warrants for cancellation and transfer on the Company’s books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Warrants, all in accordance with the terms and subject to the conditions of the Offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Warrants tendered hereby and that, when the same are accepted for purchase by the Company, the Company will acquire good title thereto, free and clear of all security interests, liens, restrictions, claims and encumbrances, and the same will not be subject to any adverse claim or right. The undersigned will, on request by the Depositary or the Company, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Warrants tendered hereby, all in accordance with the terms of the Offer.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. The valid tender of Warrants by the undersigned by one of the procedures described in the Offer to Purchase will constitute a binding agreement between the undersigned and the Company on the terms of, and subject to the conditions to, the Offer, which agreement will be governed by the laws of the State of New York.

The undersigned understands that the valid tender of Warrants pursuant to any of the procedures set forth in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants will constitute a binding agreement between the undersigned and the Company on the terms and subject to the conditions of the Offer.

It is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, for a person acting alone or in concert with others, directly or indirectly, to tender Warrants for such person’s own account unless at the time of tender and at the Expiration Date such person has a “net long position” in (a) the Warrants that is equal to or greater than the amount tendered and will deliver or cause to be delivered such Warrants for the purpose of tender to the Company within the period specified in the Offer or (b) other securities immediately convertible into, exercisable for or exchangeable into Warrants (“Equivalent Securities”) that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such Warrants by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such Warrants so acquired for the purpose of tender to the Company within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of Warrants made pursuant to any method of delivery set forth in this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants will constitute the undersigned’s representation and warranty to the Company that (a) the undersigned has a “net long position” in Warrants or Equivalent Securities being tendered within the meaning of Rule 14e-4, and (b) such tender of Warrants complies with Rule 14e-4.

The name(s) and address(es) of the registered holder(s) should be printed, if they are not already printed below, exactly as they appear in your account statement. The number of Warrants that the undersigned wishes to tender should be set forth in the appropriate box below.

The Company is offering to purchase up to 5,137,615 Cash Pre-Funded Warrants, 10,463,001 Cryptocurrency Pre-Funded Warrants and 3,955,293 Strategic Warrants. All Warrants acquired in the Offer will be acquired at the Purchase Price of $3.00 per warrant, less $0.0001 per share. However, due to proration provisions described in the Offer to Purchase, all of the Strategic Warrants tendered may not be purchased if the Offer is oversubscribed.

The Company will purchase only those Warrants properly tendered and not properly withdrawn upon the terms and conditions of the Offer. All Warrants accepted for payment will be paid promptly after the Expiration Date, to the seller in cash, less any applicable withholding taxes and without interest. If the Offer is fully subscribed, the Company 3,955,293 Strategic Warrants, which would represent approximately 95% of the issued and outstanding Strategic Warrants as of October 26, 2026.

Warrants not purchased in the Offer will be returned at the Company’s expense promptly following the expiration of the Offer. The Company reserves the right, in its sole discretion, to increase or decrease the aggregate number of Warrants sought in the Offer, subject to applicable law. The Company will not purchase fractional Warrants.

In accordance with the rules of the U.S. Securities and Exchange Commission, the Company may purchase in the Offer up to an additional 2% of the Company’s outstanding Warrants, as applicable, without amending or extending the Offer.

This Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants is to be used if Warrants are held in book-entry form and registered in the holder’s name.

If you wish to retain the Warrants you own, you do not need to take any action. If you want to participate in the offer by tendering Warrants, complete this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants as appropriate.

THIS FORM SHOULD BE COMPLETED, SIGNED AND SENT TOGETHER WITH ALL OTHER DOCUMENTS TO THE DEPOSITARY AT ONE OF THE ADDRESSES SET FORTH ABOVE. DELIVERY OF THIS LETTER OF TRANSMITTAL FOR PRE-FUNDED WARRANTS AND STRATEGIC WARRANTSOR OTHER DOCUMENTS TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE COMPANY OR THE INFORMATION AGENT WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE DEPOSITORY TRUST COMPANY WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the payment of the Purchase Price of Warrants accepted for payment are to be issued in the name of someone other than the undersigned or if Warrants properly tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than that designated above.

Issue Payment to:

(Taxpayer Identification or Social Security Number)

(See Internal Revenue Service (“IRS”) Form W-9 Included Herewith or the Applicable IRS Form W-8, Available at irs.gov)

Important: SIGN HERE

(Also Complete Accompanying IRS Form W-9 or Applicable IRS Form W-8)

(Must be signed by registered holder(s) exactly as name(s) appear(s) on a security position listing or by person(s) authorized to become registered holder(s) of the Warrants as evidenced by endorsement or stock powers transmitted herewith. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, the full title of the person should be set forth. See Instruction 5.)

Daytime Area Code and Telephone Number:

Email Address:

Taxpayer Identification or Social Security Number:

(Complete Accompanying IRS Form W-9 or Applicable IRS Form W-8, Available at irs.gov)

GUARANTEE OF SIGNATURE(S)

(For use by Eligible Institutions only;

If Required—See Instructions 1 and 5)

Authorized Signature:

Daytime Area Code and Telephone Number:

Dated:

NOTE: A notarization by a notary public is not acceptable.

Place medallion guarantee in space below:

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants if (i) this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in the Book-Entry Transfer Facility’s system whose name appears on a security position listing as the owner of Warrants) of Warrants tendered herewith, unless such registered holder(s) has or have completed the box captioned “Special Delivery Instructions” or the box captioned “Special Payment Instructions” on this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants or (ii) such Warrants are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of a Medallion Program approved by the Securities Transfer Agents Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution” as the term is defined in Exchange Act Rule 17Ad-15 (each an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants must be guaranteed by an Eligible Institution. See Instruction 5. If you have any questions regarding the need for a signature guarantee, please call the Information Agent.

2. Requirements of Tender. This Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants is to be completed by holders, unless an Agent’s Message (as defined below) is utilized, if delivery of Warrants is to be made pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase. For a holder validly to tender Warrants pursuant to the Offer, either (a) a Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants prior to the Expiration Date, or (b) this Letter of Transmittal, properly completed and duly executed, together with any required Agent’s Message and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants prior to the Expiration Date and Warrants must be delivered pursuant to the procedures for book-entry transfer set forth in this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants(and a book-entry confirmation must be received by the Depositary) prior to the Expiration Date.

THE METHOD OF DELIVERY OF PRE-FUNDED WARRANTS AND STRATEGIC WARRANTS, THIS LETTER OF TRANSMITTAL FOR PRE-FUNDED WARRANTS AND STRATEGIC WARRANTSAND ANY OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE SOLE ELECTION AND RISK OF THE TENDERING HOLDER. WARRANTS, AND THIS LETTER OF TRANSMITTAL FOR PRE-FUNDED WARRANTS AND STRATEGIC WARRANTS AND ALL OTHER DOCUMENTS WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). WHEN DELIVERING BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT YOU PROPERLY INSURE THE DOCUMENTS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.

Except as specifically provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. No fractional Warrants will be purchased. All tendering holders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance for payment of their Warrants.

3. Inadequate Space. If the space provided in this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants is inadequate, the number of Warrants should be listed on a separate signed schedule attached hereto. The same Warrants cannot be tendered more than once, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase.

If the space provided in the box entitled “Description of Warrants Tendered” in this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants is inadequate, the certificate numbers (if any) and/or the number of Warrants should be listed on a separate signed schedule attached hereto.

4. Subject to, and effective upon, acceptance for purchase of, and payment for Warrants tendered herewith in accordance with the terms of the Offer, the holder hereby (a) irrevocably sell, assign and transfer to, or upon the order of, the Company, all right, title and interest in and to all Warrants that are being tendered hereby, (b) waive any and all rights with respect to the Warrants, (c) release and discharge the Company from any and all claims I/we may have now, or may have in the future, arising out of, or related to, the Warrants and (d) irrevocably constitute and appoint the Depositary as my/our true and lawful agent and attorney-in-fact with respect to any such tendered Warrants, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (i) deliver certificates representing such Warrants, or transfer ownership of such Warrants on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to the Company, (ii) present such Warrants for transfer on the relevant security register and (iii) receive all benefits or otherwise exercise all rights of beneficial ownership of such Warrants (except that the Depositary will have no rights to, or control over, funds from the Company, except as agent for tendering holders, for the consideration payable pursuant to the Offer).

5. Signatures on Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants and Endorsements.

If this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants is signed by the registered holder(s) of the Warrants tendered hereby, the signature(s) must correspond exactly with the name(s) as written on a security position listing without any change or alteration whatsoever. If any of the Warrants tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal.

If this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants or any stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing and submit proper evidence satisfactory to the Company of his or her authority to so act.

If this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants is signed by the registered owner(s) of Warrants tendered hereby, no endorsements or separate stock powers are required unless payment of the Purchase Price is to be made to a person other than the registered owner(s). Signatures on any such stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants is signed by a person other than the registered owner(s) of Warrants tendered hereby, it must be accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered owner(s) appear(s) on the security position listing(s). The signature(s) on any such stock power(s) must be guaranteed by an Eligible Institution.

6. Stock Transfer Taxes.

Except as otherwise provided in this Instruction 6, the Company will pay any stock transfer taxes with respect to the transfer and sale of Warrants to it pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or if Warrants not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if Warrants tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted with this Letter of Transmittal.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter of Transmittal.

7. Special Payment

If a payment for the Purchase Price of any Warrants accepted for payment is to be issued in the name of a person other than the signer of this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants should be completed and signatures must be guaranteed as described in Instructions 1 and 5.

8. Waiver of Conditions; Irregularities. All questions as to the number of Warrants to be accepted, the Purchase Price to be paid for Warrants o to be accepted, the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Warrants and the validity (including time of receipt) and form of any notice of withdrawal of tendered Warrants will be determined by the Company, in its sole discretion, subject to applicable laws, and such determination will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. The Company may delegate power in whole or in part to the Depositary. The Company reserves the absolute right to reject any or all tenders of any Warrants that the Company determines are not in proper form or the acceptance for payment of or payment for which may, in the opinion of the Company’s counsel, be unlawful. The Company reserves the absolute right to reject any notices of withdrawal that it determines are not in proper form. The Company also reserves the absolute right, subject to the applicable rules and regulations of the SEC, to waive any of the conditions of the Offer prior to the Expiration Date or any defect or irregularity in any tender or withdrawal with respect to any particular Warrants or any particular holder (whether or not the Company waives similar defects or irregularities in the case of other holders), and the Company’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. In the event a condition of the Offer is waived with respect to any particular holder, the same condition will be waived with respect to all holders. No tender or withdrawal of Warrants will be deemed to have been properly made until all defects or irregularities have been cured by the tendering or withdrawing holder or waived by the Company. The Company will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender or withdrawal of Warrants. Unless waived, any defects or irregularities in connection with tenders or withdrawals must be cured within the period of time the Company determines. None of the Company, the Information Agent, the Depositary or any other person will be obligated to give notice of any defects or irregularities in any tender or withdrawal, nor will any of the foregoing incur any liability for failure to give any such notification.

9. Backup Withholding. In order to avoid backup withholding of U.S. federal income tax on payments of cash pursuant to the Offer, a U.S. Holder (as defined below) tendering Warrants in the Offer must provide the Depositary or other applicable withholding agent with such U.S. Holder’s correct taxpayer identification number (“TIN”) (i.e., social security number or employer identification number) on a duly completed and properly executed IRS Form W-9, a copy of which is included with this Letter of Transmittal, and certify under penalties of perjury that (i) the TIN provided is correct, (ii) (a) the U.S. Holder is exempt from backup withholding, (b) the U.S. Holder has not been notified by the Internal Revenue Service (the “IRS”) that such U.S. Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified the U.S. Holder that such U.S. Holder is no longer subject to backup withholding, and (iii) the U.S. Holder is a U.S. citizen or other U.S. person (as defined in the instructions to IRS Form W-9). If a U.S. Holder does not provide a correct TIN or fails to provide the certifications described above, the payment of cash to such U.S. Holder pursuant to the Offer would be subject to backup withholding at the applicable statutory rate (currently 24%). A “U.S. Holder” is any holder that for U.S. federal income tax purposes is (i) an individual that is a U.S. citizen or U.S. resident alien, (ii) a corporation created or organized in the United States, any state thereof, or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source, or (iv) a trust that (a) is subject to the primary supervision of a U.S. court and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (b) has a valid election in effect to be treated as a domestic trust for U.S. federal income tax purposes. A “Non-U.S. Holder” is a beneficial holder of Warrants that is neither a “U.S. Holder” nor an entity treated as a partnership for U.S. federal income tax purposes.

If a partnership (including an entity or arrangement treated as a partnership or other pass-thru entity for U.S. federal income tax purposes) holds Warrants, the tax treatment of a partner, member or other beneficial owner in such partnership will generally depend upon the status of the partner, member or other beneficial owner, the activities of the partnership and certain determinations made at the partner, member or other beneficial owner level. If you are a partner, member or other beneficial owner of a partnership holding Warrants, you are urged to consult with your tax advisor regarding the tax consequences of the purchase, ownership and disposition of Warrants.

Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the U.S. federal income tax liability of the person subject to the backup withholding, provided that the required information is timely filed with the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained upon timely filing an income tax return.

If Warrants are held in more than one name or are not in the name of the actual owner, consult the instructions to the enclosed IRS Form W-9 for guidance on which number to report. If a U.S. Holder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such U.S. Holder should consult the instructions to the enclosed IRS Form W-9 for guidance on how to complete IRS Form W-9.

Non-U.S. Holders (as defined above) must provide the Depositary or other applicable withholding agent with a duly completed and properly executed IRS Form W-8BEN, W-8BEN-E or other applicable IRS Form W-8 in order to avoid backup withholding. A copy of the appropriate IRS Form W-8 may be obtained from the Depositary or from the IRS website (www.irs.gov).

Each Holder is urged to consult its tax advisors for further guidance regarding the completion of IRS Form W-9, IRS Form W-8BEN, IRS Form W-8BEN-E or another version of IRS Form W-8 to claim exemption from backup withholding.

10. Requests for Assistance or Additional Copies.

Questions and requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal and IRS Form W-9 may be directed to the Information Agent at its address set forth on the last page of this Letter of Transmittal. Copies will be furnished promptly at the Company’s expense.

IMPORTANT: THIS LETTER OF TRANSMITTAL, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE, AND WARRANTS MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER PRIOR TO THE EXPIRATION DATE.

Form W-9

This Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants and any other required documents should be sent or delivered by each holder of the Company or his or her broker, dealer, commercial bank, trust company or other nominee to the Depositary as follows:

The Depositary for the Offer is:

MacKenzie Partners, Inc.

By Hand or Overnight Courier:

MacKenzie Partners, Inc.

7 Penn Plaza, Suite 503

New York, NY 10001

DELIVERY OF THE LETTER OF TRANSMITTAL FOR PRE-FUNDED WARRANTS AND STRATEGIC WARRANTSTO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Questions and requests for assistance or for additional copies of the Offer to Purchase, this Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants and the Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone number and email address listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer

The Information Agent for the Offer is:

7 Penn Plaza
New York, New York 10001
(212) 929-5500

Shareholders, Banks and Brokers
Call Toll-Free: (800) 322-2885