Ratification of the Appointment
of Independent Registered Public Accountants
BDO USA, LLP has audited and reported upon
our financial statements for our fiscal year ended December 31, 2018. The Audit Committee of the Board of Directors has re-appointed
BDO USA, LLP as our independent registered public accountants for 2019. Although stockholder approval of the appointment of BDO
USA, LLP is not required by law, the Audit Committee and the Board of Directors believe that it is advisable to give stockholders
an opportunity to ratify this appointment. Furthermore, although the appointment of BDO USA, LLP is being submitted for stockholder
ratification, the Audit Committee reserves the right, even after ratification by stockholders, to change the appointment of BDO
USA, LLP, our independent registered public accountants, at any time during the 2019 fiscal year, if it deems such change to be
in our best interest. A representative of BDO USA, LLP is expected to be present at the Annual Meeting with the opportunity to
make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions.
In addition to retaining BDO USA, LLP to
audit our financial statements, we engage BDO USA, LLP from time to time to perform other services, as approved by the Audit Committee.
Audit Fees. The aggregate fees billed
by BDO USA, LLP for professional services rendered for the audit of (a) the Company’s annual financial statements for 2017,
internal controls over financial reporting and the reviews of the financial statements included in the Company’s Forms 10-Q,
comfort letters and consents related to SEC registration statements for 2017 totaled approximately $1,667,709, and (b) the Company’s
annual financial statements for 2018, the reviews of the financial statements included in the Company’s Forms 10-Q and consents
related to SEC registration statements for 2018 totaled approximately $1,095,000.
Audit-Related Fees. There were approximately
$164,047 and $380,842 aggregate fees billed by BDO USA, LLP for assurance and related services that are reasonably related to the
performance of the audit or review of the Company’s financial statements and other capital raising activities for 2018 and
2017, respectively, and that are not disclosed in the paragraph captioned “Audit Fees” above.
Tax Fees. The aggregate fees billed
by BDO USA, LLP for professional services rendered for tax compliance and consulting for 2018 and 2017 were approximately $135,805
and $355,108, respectively.
All Other Fees. There were no fees
billed by BDO USA, LLP for products and services other than the services described in the paragraphs captioned “Audit Fees,”
“Audit-Related Fees” and “Tax Fees” above for 2018 and 2017.
The Audit Committee has established its
pre-approval policies and procedures, pursuant to which the Audit Committee approved the foregoing audit services provided by BDO
USA, LLP in 2018. Consistent with the Audit Committee’s responsibility for engaging the Company’s independent auditors,
all audit and permitted non-audit services require pre-approval by the Audit Committee. The full Audit Committee approves proposed
services and fee estimates for these services. The Audit Committee Chairperson or his or her designee has been designated by the
Audit Committee to approve any services arising during the year that were not pre-approved by the Audit Committee. Services approved
by the Audit Committee Chairperson are communicated to the full Audit Committee at its next regular meeting and the Audit Committee
reviews services and fees for the fiscal year at each such meeting. Pursuant to these procedures, the Audit Committee approved
all the foregoing audit services and permissible non-audit services provided by BDO USA, LLP.
The affirmative votes of the holders of
record of a majority of voting interest of the shares of stock cast for such matter at the Annual Meeting is required for approval
of this proposal. The Board of Directors unanimously recommends that you vote “FOR” approval of Proposal II and
the ratification of the appointment of BDO USA, LLP as our independent registered public accountants for the fiscal year ending
December 31, 2019.