Beneficient

Procedure for Effecting Reverse Stock Split

The exact ratio of the Reverse Stock Split, within the approved range, would be determined by our Board and publicly announced by us prior to the effective time of the Reverse Stock Split. Upon approval of the Reverse Stock Split Proposal by stockholders, unless our Board elects to abandon the Reverse Stock Split and the proportionate reduction in the authorized shares of each class of Common Stock, we would file the Certificate of Change with the Secretary of the State of Nevada in an effort to regain compliance with the Bid Price Requirement within the extension period granted by the Panel.

Upon the filing of the Certificate of Change, and without any further action on the part of the Company or our stockholders, the number of outstanding shares of each class of Common Stock would be proportionally reduced and the issued shares of Common Stock held by stockholders of record as of the effective date of the Reverse Stock Split would be converted into a lesser number of shares of Common Stock calculated in accordance with the Reverse Stock Split ratio ranging from any whole number between 1 for 5 and 1 for 100, as determined by our Board in its sole discretion and set forth in the Certificate of Change, subject to the Board’s authority to abandon the Reverse Stock Split. As soon as practicable after the effective date of the Reverse Stock Split, stockholders would be notified that the Reverse Stock Split had been effected*.*