Exhibit (a)(1)(ii)

LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
AIR T, INC.

IN CONNECTION WITH ITS
EXCHANGE OFFER TO ACQUIRE FOR

SHARES OF AIR T FUNDING ALPHA INCOME TRUST PREFERRED SECURITIES (“TRUPS”)
UP TO 138,000 SHARES OF ITS COMMON STOCK
AT AN EXCHANGE RATIO OF NOT LESS THAN 1.05 TRUPS SHARES AND
NOT MORE THAN 1.40 TRUPS SHARES PER SHARE OF AIR T COMMON STOCK

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT

5:00 PM P.M., EASTERN TIME, ON JULY 6, 2023, UNLESS THE OFFER IS EXTENDED OR

TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

METHOD OF DELIVERY OF THE CERTIFICATE(S) IS AT THE OPTION AND RISK OF THE OWNER

THEREOF. DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS
OTHER THAN AS SET FORTH BELOW WILL NOT CONSTITUTE A VALID DELIVERY.

Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your shares, to American Stock Transfer & Trust Company, LLC (the “Depositary” or “AST”) as follows:

Pursuant to the Offer, the undersigned encloses herewith and tenders the following certificate(s) representing shares of common stock of Air T, Inc., par value $0.25 per share (the “Shares”):

DESCRIPTION OF SHARES TENDERED
	Shares Tendered (attach additional list if necessary)
Name(s) and Address(es) of Registered Owner(s) (If blank, please fill in exactly as name(s) appear(s) on share certificate(s))	Certificate Number(s)	Total Number of Shares Represented by Certificate(s)	Book-Entry Shares Tendered	Number of Shares Tendered*
	Total Shares

* If you wish to tender fewer than all shares represented by any certificate listed above, please indicate in this column the number of shares you wish to tender. Unless otherwise indicated, it will be assumed that all shares of common stock represented by certificates or book-entry shares described above are being tendered hereby.

By Mail:	By Courier:
American Stock Transfer & Trust Company, LLC c/o Reorganization Department 6201 15th Avenue Brooklyn, New York 11219	American Stock Transfer & Trust Company, LLC c/o Reorganization Department 6201 15th Avenue Brooklyn, New York 11219

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary. Deliveries to Air T, Inc. (“Air T” or the “Company”), D.F. King & Co., Inc., the information agent for the Offer (the “Information Agent”) or to The Depository Trust Company (“DTC,” which is hereinafter referred to as the “Book-Entry Transfer Facility”) will not be forwarded to the Depositary and therefore will not constitute valid delivery to the Depositary. All of the instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

You should use this Letter of Transmittal if you are tendering physical certificates or are causing the shares to be delivered by book-entry transfer to the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3 of the Exchange Offer.

Please note the following:

1.   If you want to participate in the Exchange Offer and wish to maximize the chance of having the Company accept for exchange Shares you are tendering, you should check the box marked “Shares Tendered at Exchange Ration Determined Pursuant to the Exchange Offer” below and complete the other portions of this Letter of Transmittal as appropriate. If you agree to accept the Exchange Ratio determined by the Company in accordance with the terms of the Exchange Offer, your Shares will be deemed to be tendered at the minimum exchange ratio of 1.05 TruPs shares per Share of Air T, Inc. Common Stock. YOU SHOULD UNDERSTAND THAT THIS ELECTION MAY LOWER THE EXCHANGE RATIO AND COULD RESULT IN THE TENDERED SHARES BEING EXCHANGED AT THE MINIMUM EXCHANGE RATIO OF 1.05 TruPs SHARES PER SHARE OF AIR T, INC. COMMON STOCK.

2.   If you wish to select a specific exchange ratio at which you will be tendering your Shares, you should select one of the boxes in the section captioned “Shares Tendered At Exchange Ratio Determined By Stockholder” below and complete the other portions of this Letter of Transmittal as appropriate.

3.   If you desire to tender Shares in the Exchange Offer, but you cannot deliver your Shares and all other required documents to the Depositary by the Expiration Date (as defined in the Exchange Offer) or cannot comply with the procedures for book-entry transfer on a timely basis, you will not be able to tender your Shares.

Additional Information if Shares Have Been Lost, Stolen, Destroyed or Mutilated or Are Being Delivered By Book-Entry Transfer.

If any certificate evidencing the shares you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated you should call AST, as Transfer Agent, at (800) 937-5449, regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 12.

☐ Check here if tendered shares are being delivered by book-entry transfer made to an account maintained by the Depositary with the Book-Entry Transfer Facility and complete the following (only financial institutions that are participants in the system of any Book-Entry Transfer Facility may deliver shares by book-entry transfer):

Name(s) of Tendering Institution(s)

Account No.

Transaction Code No.

THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX):

(1) SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY STOCKHOLDER (SEE INSTRUCTION 5)

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “SHARES TENDERED AT EXCHANGE RATIO DETERMINED PURSUANT TO THE EXCHANGE OFFER,” the undersigned tenders Shares at the exchange ratio checked. This action could result in none of the Shares tendered hereby being exchanged if the Exchange Ratio determined by the Company in accordance with the terms of the Exchange Offer is less than the exchange ratio checked below. A STOCKHOLDER WHO DESIRES TO TENDER DIFFERENT SHARES AT DIFFERENT EXCHANGE RATIO MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH TENDER. The same Shares cannot be tendered at more than one exchange ratio, unless previously properly withdrawn as provided in Section 4 of the Exchange Offer.

EXCHANGE RATIO (IN NUMBER OF TRUPS SHARES) PER SHARE AT WHICH SHARES ARE BEING TENDERED

​☐ 1.05 TruPs Shares

☐ 1.10 TruPs Shares

☐ 1.15 TruPs Shares

☐ 1.20 TruPs Shares

☐ 1.25 TruPs Shares

☐ 1.30 TruPs Shares

☐ 1.35 TruPs Shares

☐ 1.40 TruPs Shares

–OR–

(2) SHARES TENDERED AT EXCHANGE RATIO DETERMINED PURSUANT TO THE EXCHANGE OFFER
(SEE INSTRUCTION 5)

By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “SHARES TENDERED AT EXCHANGE RATIO DETERMINED BY STOCKHOLDER,” the undersigned tenders shares at the Exchange Ratio, as shall be determined by the Company in accordance with the terms of the Exchange Offer. For purposes of determining the Exchange Ratio, those Shares that are tendered by the undersigned agreeing to accept the Exchange Ratio determined in the Exchange Offer will be deemed to be tendered at the minimum Exchange Ratio of  1.05 TruPs per share of Air T Common Stock.

☐ The undersigned wants to maximize the chance of having the Company exchange Shares the undersigned is tendering (subject to the proration and priority provisions of the exchange offer). Accordingly, by checking this box instead of one of the exchange ratio boxes above, the undersigned hereby tenders Shares at, and is willing to accept, the Exchange Ratio determined by the Company in accordance with the terms of the Exchange Offer. THE UNDERSIGNED UNDERSTANDS THAT THIS ELECTION MAY LOWER THE EXCHANGE RATIO BEING APPLIED TO SHARES IN THE EXCHANGE OFFER AND COULD RESULT IN THE TENDERED SHARES BEING EXCHANGED AT THE MINIMUM EXCHANGE RATIO OF 1.05 TruPs PER SHARE OF AIR T COMMON STOCK.

CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

CONDITIONAL TENDER
(See Instruction 13)

A tendering stockholder may condition his, her or its tender of Shares upon the Company exchanging a specified minimum number of the Shares tendered, all as described in Section 6 of the Exchange Offer. Unless at least the minimum number of Shares that you indicate below is exchanged by the Company pursuant to the terms of the Exchange Offer, none of the Shares tendered will be exchanged. It is the tendering stockholder’s responsibility to calculate the minimum number of Shares that must be exchanged if any are exchanged, and each stockholder is urged to consult his, her or its own tax advisor. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.

☐    The minimum number of Shares that must be exchanged, if any are exchanged, is: ________ shares.

If, because of proration, the minimum number of Shares designated will not be exchanged, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for exchange by random lot, the tendering stockholder must have tendered all of his, her or its Shares and checked the box below:

☐    The tendered Shares represent all Shares held by the undersigned.

SPECIAL EXCHANGE INSTRUCTIONS

(See Instructions 1, 6, 7 and 8)

To be completed ONLY if the exchange of Shares (less the amount of any U.S. federal income or backup withholding tax required to be withheld) and/or certificates for Shares not tendered or not exchanged are to be issued in the name of someone other than the undersigned or if Shares tendered hereby and delivered by book-entry transfer which are not exchanged are to be returned by credit to an account at the Book-Entry Transfer Facility other than that designated above.

Issue	☐Check to:
	☐ Share certificate(s) to:
Name(s)
	(Please Print)
Address(es)

 (Taxpayer Identification No(s).)

☐ Credit shares delivered by book-entry transfer and not exchanged to the account set forth below:

Account Number: ________________

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)

To be completed ONLY if Shares exchanged (less the amount of any U.S. federal income or backup withholding tax required to be withheld) and/or certificates for Shares not tendered or not exchanged are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s).

Deliver	☐Check to:
	☐Share certificate(s) to:
Name(s)
	(Please Print)
Address(es)

SIGN HERE
(Please Complete and Return the Attached Form W-9 below or an applicable Form W-8)

Signature(s) of Owner(s)

Name(s): 

(Please Print)

Capacity (full title):  

Address:  

(Tax Identification or Social Security Number)
(See Form W-9 Included Herewith)

Daytime Area Code and Telephone Number:  

Dated:                           

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by persons(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 6.)

Guarantee of Signature(s), if required
(See Instructions 1 and 6)

Name: 

(Please Print)

Title:

Name of Firm:

Authorized Signature:

Address: 

Area Code and Telephone Number:

Dated:

Ladies and Gentlemen:

The undersigned hereby tenders to Air T, Inc., a Delaware corporation (“Air T” or the “Company”), the above-described shares of common stock, $0.25 par value per share (the “Shares”), upon the terms and subject to the conditions set forth in the Exchange Offer dated April 12, 2023 (as it may be amended or supplemented from time to time, the “Exchange Offer”), receipt of which is hereby acknowledged, (which collectively with this Letter of Transmittal, as amended or supplemented from time to time, constitute the “exchange offer”). The Company also expressly reserves the right, in its sole discretion, to accept for exchange at the Exchange Ratio pursuant to the exchange offer up to an additional 2% of our outstanding shares without extending the Expiration Date.

Subject to, and effective upon, acceptance for exchange and exchange of the Shares tendered herewith, 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 Shares that are being tendered hereby and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to:

(1) deliver certificates for such Shares, or transfer ownership of such Shares 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;

(2) present such Shares for transfer and cancellation on the books of the Company; and

(3) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms of the Exchange Offer.

The undersigned understands, upon the terms and subject to the conditions of the Exchange Offer, the Company will determine a single number of TruPs shares (the “Exchange Ratio”), not less than 1.05 Trups per Share and not greater than 1.40 TruPs per Share, that will allow it to exchange that number of Shares not exceeding 138,000 Shares, or a lower amount depending on the number of Shares properly tendered and not properly withdrawn pursuant to the Exchange Offer. The undersigned understands that the Company will select the lowest Exchange Ratio (in increments of  .05 TruPs shares) within the price range specified above that will allow the Company to exchange that number of shares not exceeding 138,000 Shares, or a lower amount depending on the number of Shares properly tendered and not properly withdrawn pursuant to the exchange Offer, at an exchange ratio not less than 1.05 TruPs per Share and not greater than 1.40 TruPs per Share in the Exchange Offer, subject to its right to increase the total number of Shares exchanged to the extent permitted by law and regulation. The undersigned understands that all Shares properly tendered at the exchange ratio at or below the Exchange Ratio and not properly withdrawn will be exchanged at the Exchange Ratio, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Exchange Offer, including its proration provisions and conditional tender provisions and payment in cash for fractional shares. The Company will return at its expense all other Shares, including Shares tendered at an exchange ratio greater than the Exchange Ratio and not properly withdrawn and Shares not exchanged because of proration or conditional tenders, promptly following the Expiration Date.

The undersigned hereby represents and warrants that the undersigned:

(1) has a net long position in Shares at least equal to the number of Shares being tendered;

(2) has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and that, when the same are accepted for exchange by the Company, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims; and

(3) will, upon request, execute and deliver all additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby.

The undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Exchange Offer and in the instructions hereto will constitute an agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer, which agreement will be governed by, and construed in accordance with, the laws of the State of New York. The undersigned acknowledges that under no circumstances will the Company pay interest on any amounts in the Exchange Offer.

The undersigned recognizes that, under certain circumstances set forth in the Exchange Offer, the Company may terminate or amend the Exchange Offer or may postpone the acceptance for exchange, or the exchange of, Shares tendered or may accept for exchange fewer than all of the Shares tendered.

Unless otherwise indicated under “Special Payment Instructions,” please issue TruPs shares and/or any check for fractional shares (less the amount of any U.S. federal income or backup withholding tax required to be withheld), and return any Shares not tendered or not exchanged, in the name(s) of the undersigned or, in the case of Shares tendered by book-entry transfer, by credit to the account at the Book-Entry Transfer Facility designated above. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the TruPs shares or check for any fractional shares (less the amount of any U.S. federal income or backup withholding tax required to be withheld) and any certificates for Shares not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both “Special Payment Instructions” and “Special Delivery Instructions” are completed, please issue any check for fractional shares (less the amount of any U.S. federal income or backup withholding tax required to be withheld) and return any Shares not tendered or not exchanged in the name(s) of, and mail said check and any certificates to, the person(s) so indicated.

The undersigned recognizes that the Company has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Shares from the name of the registered holder(s) thereof, if the Company does not accept for exchange any of the Shares so tendered.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.   Guarantee of Signatures.

Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks and brokerage houses) which is a participant in the Securities Transfer Agents Medallion Program (an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered herewith and such holder(s) have not completed the box entitled “Special Payment Instructions” or “Special Delivery Instructions” on this Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instruction 8. You may also need to have any certificates you deliver endorsed or accompanied by a stock power, and the signatures on these documents may also need to be guaranteed. See Instruction 6.

2.   Delivery of Letter of Transmittal and Shares.

You should use this Letter of Transmittal only if you are forwarding certificates with this Letter of Transmittal pursuant to the procedures set forth in Section 3 of the Exchange Offer. In order for you to properly tender shares, certificates for all physically delivered shares, or a confirmation of a book-entry transfer of all Shares delivered electronically into the Depositary’s account at the Book-Entry Transfer Facility, as well as a properly completed and duly executed Letter of Transmittal or an Agent’s Message in connection with book-entry transfer and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal by the Expiration Date (as defined in the Exchange Offer).

Agent’s Message.   The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary, which states that the Book-Entry Transfer Facility has received an acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and the Company may enforce such agreement against them.

The method of delivery of all documents, including share certificates, is at your option and risk. If you choose to deliver the documents by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Except as specifically permitted by Section 6 of the Exchange Offer, the Company will not accept any alternative, conditional or contingent tenders, and no fractional shares will be issued. By executing this Letter of Transmittal, you waive any right to receive any notice of the acceptance for exchange of the Shares.

3.   Inadequate Space.

If the space provided in the box captioned “Description of Shares Tendered” is inadequate, then you should list the certificate numbers and/or the number of Shares on a separate signed schedule attached hereto.

4.   Partial Tenders (Not applicable to stockholders who tender by book-entry transfer).

If you wish to tender fewer than all of the Shares represented by any certificates that you deliver to the Depositary, fill in the number of Shares which are to be tendered in the box entitled “Number of Shares Tendered.” In such case, a new certificate for the remainder of the Shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable after the expiration or termination of the Exchange Offer. Unless you indicate otherwise, all Shares represented by certificates delivered to the Depositary will be deemed to have been tendered. In the case of Shares tendered by book-entry transfer at the Book-Entry Transfer Facility, the Shares will be credited to the appropriate account maintained by the tendering stockholder at the Book-Entry Transfer Facility. In each case, Shares will be returned or credited without expense to the stockholder.

5.   Indication of Exchange Ratio at Which Shares are Being Tendered.

For Shares to be properly tendered, the stockholder MUST either (1) check the box indicating the exchange ratio per Share at which such stockholder is tendering Shares under the section captioned “Shares Tendered at Exchange Ratio Determined by Stockholder” or (2) check the box in the section captioned “Shares Tendered at Exchange Ratio Determined Pursuant to the Exchange Offer” in order to maximize the chance of having the Company exchange the Shares tendered (subject to the proration and priority provisions). For purposes of determining the Exchange Ratio, Shares that are tendered by stockholders agreeing to accept the Exchange Ratio determined in the Exchange Offer will be deemed to be tendered at the minimum exchange ratio of 1.05 TruPs per Share. Selecting option (1) could result in none of the stockholder’s tendered Shares being exchanged if the Exchange Ratio for the Shares turns out to be less than the exchange ratio selected by the stockholder. Selecting option (2) may lower the Exchange Ratio for Shares in the Exchange Offer and could result in the stockholder receiving the minimum exchange ratio of 1.05 TruPs per Share. Only one box under (1) or (2) may be checked. If more than one box is checked, or if no box is checked, there is no proper tender of Shares. A stockholder wishing to tender portions of such stockholder’s share holdings at different exchange ratios must complete a separate Letter of Transmittal for each exchange ratio at which such stockholder wishes to tender each such portion of such stockholder’s Shares. The same Shares cannot be tendered at more than one price, unless previously properly withdrawn as provided in Section 4 of the Exchange Offer.

6.   Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever.

(b) Joint Holders. If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

(c) Different Names on Certificates. If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

(d) Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless exchange is to be made, or Shares not tendered or not exchanged are to be returned, in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

If this Letter of Transmittal or any certificate or 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, such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted.

7.   Stock Transfer Taxes.

Except as provided in this Instruction 7, the Company will pay any stock transfer taxes with respect to the exchange and transfer of any Shares to it or its order pursuant to the Exchange Offer. If, however, exchange of Shares is to be made to, or Shares not tendered or not exchanged are to be returned in the name of, any person other than the registered holder(s), or tendered Shares are registered in the name of a person other than the name of the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) payable on account of the transfer to such person will be deducted from Exchange Ratio by the Depositary, unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

8.   Special Payment and Delivery Instructions.

If any TruPs shares or check for payment for any fractional shares is to be issued and any Shares not tendered or not exchanged are to be returned, in the name of a person other than the person(s) signing this Letter of Transmittal or if the check and any certificates for Shares not tendered or not exchanged are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above, the boxes captioned “Special Delivery Instructions” and/or “Special Payment Instructions” on this Letter of Transmittal should be completed. Transfer taxes may be apply if either the box captioned “Special Delivery Instructions” or “Special Payment Instructions” on this Letter of Transmittal is completed. See Instruction 7.

9.   Withholding on Gross Proceeds.

Under U.S. federal income tax laws, the Depositary may be required to withhold a portion of the amount of any payments made to certain stockholders pursuant to the Exchange Offer. In order to avoid such backup withholding, each tendering stockholder or payee that is a United States person (for U.S. federal income tax purposes), must provide the Depository with such stockholder’s or payee’s correct taxpayer identification number (“TIN”) and certify that such stockholder or payee is not subject to such backup withholding by completing the attached Form W-9. Certain stockholders or payees (including, among others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. A tendering stockholder who is a foreign individual or a foreign entity should complete, sign, and submit to the Depositary the appropriate Form W-8. A Form W-8 may be obtained from the Depositary or downloaded from the Internal Revenue Service’s website at the following address: http://www.irs.gov. Failure to complete the Form W-9 or the appropriate Form W-8 will not, by itself, cause shares to be deemed invalidly tendered, but may require the Depositary to withhold a portion of the amount of any payments made pursuant to the Exchange Offer.

As described in Sections 3 and 13 of the Exchange Offer, an applicable withholding agent, including the Depositary, may withhold U.S. federal income tax on the gross proceeds payable to certain stockholders who are foreign individuals or foreign entities pursuant to the Offer at a rate of 30% unless the stockholder provides the withholding agent with a validly completed and executed Form W-8ECI (with respect to amounts effectively connected with the conduct of a trade or business within the United States) or Form W-8BEN or Form W-8BEN-E (with respect to income tax treaty benefits) claiming an exemption from withholding because the gross proceeds are effectively connected with the stockholder’s conduct of a trade or business within the United States (and, if an income tax treaty applies, the gross proceeds are attributable to a United States permanent establishment maintained by such stockholder) or a reduced rate of withholding pursuant to an applicable income tax treaty, respectively. Such Form W-8ECI, W-8BEN, or W-8BEN-E may be obtained from the Depositary or downloaded from the Internal Revenue Service’s website at the following address: http://www.irs.gov.

10.   Irregularities.

The Company will determine all questions as to the Exchange Ratio the form of documents and the validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Shares. The Company reserves the right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or exchange of which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the right to waive any defect or irregularity in the tender of any particular Shares. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Depositary or the Information Agent (as the foregoing are defined in the Exchange Offer) or any other person is or will be under any duty to give notification of any defect or irregularity in tenders, and none of them will incur any liability for failure to give any such notice.

11.   Requests for Assistance or Additional Copies.

Questions and requests for assistance or additional copies of the Exchange Offer and this Letter of Transmittal should be directed to the Information Agent at its address and telephone numbers set forth below.

12.   Lost, Stolen, Destroyed or Mutilated Certificates.

If your certificate or certificates for part or all of your Shares has been lost, stolen, destroyed or mutilated, you should call AST, as Transfer Agent, at (800) 937-5449 regarding the requirements for replacement at the address set forth on the cover page of this Letter of Transmittal. You may be required to post a bond to secure against the risk that the certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination as to whether you will need to post a bond and to permit timely processing of this documentation.

13.   Conditional Tenders.

As described in Sections 1 and 6 of the Exchange Offer, stockholders may condition their tenders on all or a minimum number of their tendered Shares being exchanged. If you wish to make a conditional tender, you must indicate this in the box captioned “Conditional Tender” in this Letter of Transmittal. In the box in this Letter of Transmittal, you must calculate and appropriately indicate the minimum number of Shares that must be exchanged if any are to be exchanged.

As discussed in Sections 1 and 6 of the Exchange Offer, proration may affect whether the Company accepts conditional tenders and may result in Shares tendered pursuant to a conditional tender being deemed withdrawn if the minimum number of Shares would not be exchanged. If, because of proration, the minimum number of Shares that you designate will not be exchanged, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for exchange by random lot, you must have tendered all your Shares and check the box so indicating. Upon selection by random lot, if any, the Company will limit its exchange in each case to the designated minimum number of Shares.

All tendered Shares will be deemed unconditionally tendered unless the “Conditional Tender” box is completed. Each stockholder is urged to consult his, her or its own tax advisor.

This Letter of Transmittal, properly completed and duly executed, together with certificates representing shares being tendered (or confirmation of book-entry transfer) and all other required documents, must be received before 5:00 P.M., Eastern time, on the Expiration Date.

The Depositary for the Offer is:

American Stock Transfer & Trust Company, LLC
c/o Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219 American Stock Transfer & Trust Company, LLC [NTD: WHY DUPLICATED?]
c/o Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Questions and requests for assistance may be directed to D.F. King & Co., the Information Agent for the Offer, at its telephone number, address and email address set forth below. You may request additional copies of the Exchange Offer and this Letter of Transmittal from the Information Agent at the telephone number and address set forth below. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

48 Wall Street, 22nd Floor

New York, NY 10005

(800) 864-1460 (Toll Free)

airt@dfking.com