UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment
No.)
Filed
by the Registrant [X]
Filed
by a party other than the Registrant [ ]
Check
the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]
Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under §240.14a-12
ICTV
BRANDS INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:
Dear
Shareholders:
It
is my pleasure to inform you that a Special Meeting of Shareholders in lieu of our 2018 Annual Meeting of Shareholders will be
conducted online at 9:30AM on December 31, 2018. The virtual nature of the meeting will enable us to increase shareholder accessibility,
while improving meeting efficiency and reducing costs.
Shareholders
will be able to listen, vote and submit questions from their home or any remote location by teleconference call. Information on
how to participate in this year’s virtual meeting can be found under Instructions for the Virtual Annual Meeting at the
end of the enclosed Proxy Statement.
Thank
you for your continued support.
December
13, 2018
Kelvin
Claney
Chairman
Notice
of Virtual Special Meeting in lieu of Annual Meeting of
Shareholders of ICTV Brands Inc.
December
31, 2018
9:30 a.m. Eastern Standard Time
The
Shareholders Meeting will begin promptly at 9:30AM Eastern Standard Time. Shareholders will be able to listen, vote, and submit
questions from their home or from any remote location by teleconference call. There will be no physical location for shareholders
to attend. Shareholders may only participate online by calling into the teleconference at
+1 (866) 398 - 2885, passcode 372204
for U.S. shareholders
, or
(719) 457-6209, passcode 372204 for international shareholders
.
ITEMS
OF BUSINESS:
1.
The election of one director nominee named in the Proxy Statement.
If
you were a shareholder at the close of business on November 30, 2018, then you are eligible to vote at this year’s Shareholders
Meeting.
Please
read these materials so that you will know which items of business we intend to cover during the meeting. Also,
please sign
and return the accompanying proxy card in the postage envelope sent to you
. This will allow your shares to be voted as you
instruct even if you cannot participate in the meeting. Instructions on how to vote your shares are on the proxy card enclosed
with the Proxy Statement.
December
13, 2018
ICTV
Brands, Inc.
489
Devon Park Drive, Suite 306
Wayne,
PA 19087
Ernest
P. Kollias, Jr.
Secretary
We
urge each shareowner to promptly sign and return the enclosed proxy card.
ICTV
Brands, Inc.
489
Devon Park Drive, Suite 306
Wayne,
PA 19087
PROXY
STATEMENT
December
13, 2018
Virtual
Special Meeting
in
lieu of Annual Meeting of Shareholders
9:30
AM (Eastern Standard Time) on December 31, 2018
SOLICITATION
THE
PROXY ACCOMPANYING THIS STATEMENT IS SOLICITED BY THE BOARD OF DIRECTORS OF ICTV BRANDS INC. (the “Company”). All
Proxies that are properly executed by Stockholders and received by the Board of Directors (the “Board”) prior to the
Shareholders Meeting will be voted in accordance with the directions therein. In the absence of specific instructions, Proxies
received by the Board will be voted in favor of the proposals described in this Proxy Statement. Any Proxy delivered pursuant
to this solicitation may be revoked, at any time before it is exercised, by written notice of revocation to, or by filing a duly
executed Proxy bearing a later date with, the Secretary of the Company. Any Stockholder attending the Meeting may vote on the
conference call whether or not a Proxy has been previously filed.
Depending
on the circumstances, if Proxies representing the vote required to effect the actions set forth herein are not obtained by the
date of the Shareholders Meeting, the meeting may be adjourned without taking action on the proposals referred to herein and the
solicitation of Proxies may be continued, or any or all of the proposals may be abandoned, at least for the time being.
Shareholders
are being notified of the Proxy Statement and the form of proxy beginning December 13, 2018. The cost of soliciting Proxies, including
the cost of preparing and mailing the Proxy material, will be borne by the Company. The solicitation will be made by the Company,
primarily by mail, but also may be made by the Directors, officers or employees of the Company, personally or by email, fax or
telephone. Brokers, custodians, fiduciaries and other like parties will be requested to send Proxy material to beneficial owners
of stock and will be reimbursed for their expenses.
OUTSTANDING
SHARES OF CAPITAL STOCK ENTITLED TO VOTE
Only
Stockholders of record at the close of business on November 30, 2018, are entitled to notice of and to vote at the Shareholders
Meeting. As of November 30, 2018, 53,140,700 shares of the Company’s Common Stock (“Common Stock”) were outstanding
and entitled to one vote per share on each matter to be voted upon at the Meeting.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial ownership of our common stock as of October 31, 2018.
The number of shares beneficially owned by each entity, director or executive officer is determined in accordance with the rules
of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power
and any shares which the individual or entity has the right to acquire within sixty days through the exercise of an option, conversion
feature or similar right.
Directors and Officers
|
|
Title
|
|
Number
of
Shares Owned
|
|
|
Percent
of
Class
Owned
(19)
|
|
|
|
|
|
|
|
|
|
|
Kelvin Claney (1) (7) (14)
|
|
Chairman of the Board of Directors and Chief Executive Officer
|
|
|
8,858,536
|
|
|
|
16.8
|
%
|
|
|
Series A Preferred Stock
|
|
|
210,000
|
|
|
|
100
|
%
|
Ernest P. Kollias, Jr (1) (9)
|
|
Chief Financial Officer
|
|
|
813,500
|
|
|
|
1.5
|
%
|
Stephen Jarvis (2) (10)
|
|
Director
|
|
|
546,999
|
|
|
|
1.0
|
%
|
William Kinnear (3) (11)
|
|
Director
|
|
|
141,667
|
|
|
|
0.3
|
%
|
Donald McDonald, Jr. (4) (12)
|
|
Director
|
|
|
116,667
|
|
|
|
0.2
|
%
|
All directors and officers as a group (7 persons named above)
|
|
|
|
|
10,360,702
|
|
|
|
19.8
|
%
|
|
|
Series A Preferred Stock
|
|
|
210,000
|
|
|
|
100
|
%
|
5% Security Holders
|
|
|
|
|
|
|
|
|
|
|
The Better Blocks Trust, declared January 1, 1994 (6)
|
|
|
|
|
6,668,660
|
|
|
|
12.7
|
%
|
Norman Pessin (15)
|
|
|
|
|
2,240,484
|
|
|
|
4.3
|
%
|
Sandra Pessin (15)
|
|
|
|
|
5,171,980
|
|
|
|
9.9
|
%
|
Diana Pessin (5) (13)
|
|
|
|
|
2,046,851
|
|
|
|
3.9
|
%
|
LeoGroup Private Debt Facility, L.P. (16)(17)
|
|
|
|
|
5,786,765
|
|
|
|
11.1
|
%
|
DG Value Partners, LP(18)
|
|
|
|
|
890,258
|
|
|
|
1.7
|
%
|
DG Value Partners II Master Fund (18)
|
|
|
|
|
3,911,235
|
|
|
|
7.5
|
%
|
Except
as noted below, all shares are held of record and each record stockholder has sole voting and investment power.
|
(1)
|
This
business address for these persons is 489 Devon Park Drive, Suite 306. Wayne, PA 19087.
|
|
|
|
|
(2)
|
Mr.
Jarvis’ business address is 820 Aralco Bldg., Unit 301, J P Razal Street, Poblacion, Makati City 1210, Philippines.
|
|
|
|
|
(3)
|
Mr.
Kinnear’s business address is 72 Airdrie Road, Toronto, Ontario M4G 1M2, Canada.
|
|
|
|
|
(4)
|
Mr.
McDonald’s business address is 431 Drummers Lane, Wayne PA 19087.
|
|
|
|
|
(5)
|
Ms.
Pessin’s business address is 310 E 75th Street, Apt 2a, New York, NY 10021.
|
|
|
|
|
(6)
|
The
address for The Better Blocks Trust is 34 Manchester Court, Berwyn, PA 19312.
|
|
|
|
|
(7)
|
Includes
533,333 shares as to which Mr. Claney holds exercisable options within 60 days.
|
|
|
|
|
(8)
|
Includes
1,141,666 shares as to which Mr. Ransom holds exercisable options within 60 days.
|
|
|
|
|
(9)
|
Includes
200,000 shares as to which Mr. Kollias holds exercisable options within 60 days.
|
|
|
|
|
(10)
|
Includes
183,334 shares as to which Mr. Jarvis holds exercisable options within 60 days.
|
|
|
|
|
(11)
|
Includes
141,667 shares as to which Mr. Kinnear holds exercisable options within 60 days.
|
|
|
|
|
(12)
|
Includes
116,667 shares as to which Mr. McDonald holds exercisable options within 60 days.
|
|
|
|
|
(13)
|
Includes
1,989,561 shares owned indirectly by spouse, Brian Pessin and 16,667 shares as to which Ms. Pessin holds exercisable options
within 60 days.
|
|
|
|
|
(14)
|
Includes
6,668,660 shares owned by The Better Blocks Trust, of which Mr. Claney is a joint trustee. Mr. Claney disclaims beneficial
ownership of the shares and options owned or controlled by The Better Blocks Trust beyond the extent of his pecuniary interest.
|
|
|
|
|
(15)
|
Mr.
and Mrs. Pessin’s business address is 366 Madison Avenue, 14th Floor, New York, NY 10017.
|
|
(16)
|
The
address for LeoGroup Private Debt Facility, L.P. is 100 Wood Avenue South, #209, Iselin, NJ 08830. The shares reported herein
are held directly by LeoGroup Private Debt Facility, L.P., or LeoGroup LP. LeoGroup Management, LLC, or LeoGroup Management,
is the General Partner of LeoGroup LP. LeoGroup Management is 100% owned by The Leo Group, LLC, or LeoGroup. Matthew J. Allain
is the principal owner of LeoGroup. The shares directly owned by LeoGroup LP may be deemed indirectly owned by LeoGroup Management,
Leo Group and Mr. Allain; however, each of LeoGroup Management, Leo Group and Mr. Allain disclaims beneficial ownership of
these securities except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares
herein shall not be deemed an admission of beneficial ownership of all of the shares for purposes of Section 16 or any other
purpose.
|
|
|
|
|
(17)
|
The
address for DG Value Partners, LP and DG Value Partners II Master Fund is 460 Park Avenue, 22
nd
Floor, New York,
NY 10022
|
|
|
|
|
(18)
|
Currently
exercisable options have been included as outstanding shares for purposes of this calculation.
|
ELECTION
OF DIRECTORS
The
Company’s Bylaws provide that the Directors be divided into three classes, with each class being as nearly equal in number
as possible. Each Director holds office for a three-year term. The terms of the three classes are staggered so that the term for
one class of Directors expires on the date of the annual meeting of the Company’s Stockholders each year. A Director holds
office until his successor is elected and qualified or until his earlier death, resignation or removal. The term of the one director
elected as a Class 1 member will expire as of the Company’s 2018 annual meeting. The term of the directors elected as Class
2 members will expire as of the Company’s 2019 annual meeting. The term of the directors elected as Class 3 members will
expire as of the Company’s 2020 annual meeting.
The
nominee named in this Proxy Statement is currently a member of the Board. The Board has determined that the nominee meets the
qualification requirements set forth in the Company’s Bylaws. The nominee is presently available for election, has consented
to being named in the Proxy Statement as a nominee and has indicated that, if elected, he would so serve. However, in the event
the nominee shall subsequently decline or be unable to serve, it is intended that the Proxies will be voted for a nominee designated
by the Board. The Board knows of no reason to anticipate that this will occur.
It
is the intention of the persons named in the enclosed Proxies, unless otherwise directed by Stockholders executing Proxies, to
vote all Proxies received by them prior to the Shareholders Meeting for the election of the person named in this Proxy Statement.
To be elected a Director, the nominee must receive a favorable vote of a majority of the shares of Common Stock represented at
the Shareholders Meeting.
NOMINEES
FOR ELECTION AT THIS MEETING
Class
1 Director
William
Kinnear
, age 74, became a director of our company in March 2013. Mr. Kinnear is a Chartered Professional Accountant in Canada,
and has over 40 years of experience as a senior officer with a variety of companies, both public and private, in the accounting
and financial disciplines. His experience includes the areas of mortgage underwriting and finance, point of sale, steel fabrication,
corporate secretarial services, and investments.
RELATIONSHIPS,
DIRECTOR INDEPENDENCE AND RELATED PARTY TRANSACTIONS
Relationships
There
are no family relationships between any director, executive officer, or person nominated or chosen by our company to become a
director or executive officer.
Director
Independence
A
majority of our directors are independent, as determined in accordance with the definition of independence in the NYSE Listed
Company Manual. Our independent directors are Messrs. Jarvis, Kinnear and McDonald.
Transactions
with Officers and Directors
Except
as described below, and other than employment agreements, since January 1, 2016, there has not been, nor is there currently proposed,
any transaction or series of similar transactions to which we were or will be a party (i) in which the amount involved exceeds
the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years;
and (ii) in which any director, executive officer, stockholder who beneficially owns more than 5% of our common stock or any member
of their immediate family had or will have a direct or indirect material interest.
On
January 23, 2017, we issued 8,823,530 shares of common stock at a price of $0.34 per share, for aggregate gross proceeds of $3,000,000
in a private placement and, thereafter, we issued an additional 11,764,713 shares of common stock at a price of $0.34 per share,
for aggregate gross proceeds of $4,000,000 in the second closing of the private placement. Kelvin Claney, our Chief Executive
Officer, participated in the private placement and purchased a total of 500,000 shares at a price of $0.34 per share for a total
purchase price of $170,000.
On
May 1, 2018, we issued 210,000 shares of Series A Preferred Stock at a price of $1.92 per share, for aggregate gross proceeds
of $403,200 in a private placement to Kelvin Claney, our Chief Executive Officer.
Our
board of directors conducts an appropriate review of and oversees all related party transactions on a continuing basis and reviews
potential conflict of interest situations where appropriate. Our board of directors has not adopted formal standards to apply
when it reviews, approves or ratifies any related party transaction. However, our board of directors generally reviews related
party transactions to ensure that they are fair and reasonable to our company and on terms comparable to those reasonably expected
to be agreed to with independent third parties for the same goods and/or services at the time they are authorized by our board
of directors.
During
the year ended December 31, 2016, we had one sale of products for approximately $14,000 with an international third party distributor
affiliated with one of our Board of Director members. The pricing and terms of the sale are similar to other international third
party sales.
Section
16(A) Beneficial Ownership Reporting Compliance
Control
persons, including all directors and executive officers, of our company are required by Section 16(a) of the Securities Exchange
Act, to report to the SEC their transactions in, and beneficial ownership of, our common stock, including any grants of options
to purchase common stock. To the best of our knowledge, our directors and executive officers, and beneficial owners of more than
10% of our common stock, timely filed all required reports with the SEC during the year ended December 31, 2016.
Board
Meetings and Committees
Our
Board of Directors meets at least quarterly in conjunction with a review of our quarterly results with our independent auditors.
Additional meetings are held as necessary to consider and act upon business matters. The Board held a total of three meetings
during 2017, each of which was attended by at least 75% of the directors. Because our directors live in various parts of the world,
most Board meetings are held by teleconference.
We
have an Audit Committee which consists of our three independent members, William Kinnear, Stephen Jarvis and Donald McDonald,
Jr. Mr. Kinnear is Chairman of the Audit Committee and is considered the Audit Committee financial expert. We have a Compensation
Committee which consists of our three independent members, William Kinnear, Stephen Jarvis and Donald McDonald, Jr. Mr. McDonald
is Chairman of the Compensation Committee. The Compensation Committee considers and makes determinations pertaining to compensation
of directors and executive officers. We have not yet adopted a code of ethics applicable to our senior management, or persons
performing those functions, due to the small number of persons involved in management of our company.
The
Board does not have a nominating committee or committee performing similar functions. Generally, the entire Board considers nominations
and will consider individuals recommended by Stockholders. Stockholders wishing to recommend director candidates for consideration
by the Board may do so by writing to the Secretary of the Company giving the candidate’s name, biographical data and qualifications.
EXECUTIVE
COMPENSATION
The
following table sets forth all compensation paid or earned for services rendered to our company in all capacities during the years
ended December 31, 2017, 2016, and 2015 by our executive officers.
Name And Principal Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
($)
|
|
|
Option Awards Granted
($)
(5)
|
|
Kelvin Claney (Chief Executive Officer)
(1)
|
|
|
2017
|
|
|
|
290,000
|
|
|
|
-
|
|
|
|
140,000
|
|
|
|
-
|
|
|
|
|
2016
|
|
|
|
290,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
|
290,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard Ransom (President)
(2)
|
|
|
2017
|
|
|
|
225,000
|
|
|
|
-
|
|
|
|
140,000
|
|
|
|
-
|
|
|
|
|
2016
|
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
|
200,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ernest P. Kollias, Jr. (Chief Financial Officer effective October 10, 2016)
(3)
|
|
|
2017
|
|
|
|
160,000
|
|
|
|
-
|
|
|
|
56,000
|
|
|
|
|
|
|
|
|
2016
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
195,000
|
|
|
|
|
2015
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ryan LeBon (Former Chief Financial Officer)
(4)
|
|
|
2016
|
|
|
|
105,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
2015
|
|
|
|
140,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
9,400
|
|
(1)
On April 15, 2018, Kelvin Claney, CEO, agreed to an annual reduction of $100,000 from his base salary. Mr. Claney’s
total compensation for 2018 will be prorated using the effective date of April 15
th
, 2018.
|
|
(2)
On April 18, 2018, our Board of Directors terminated the employment agreement of our president, Richard Ransom “for
cause” as such term is defined in his employment agreement.
|
|
(3)
Ernest P. Kollias, Jr. joined our company in October of 2016 as our Chief Financial Officer with an annual salary of
$160,000.
|
|
(4)
Ryan LeBon had an annual salary of $140,000 and resigned as our Chief Financial Officer effective September 30, 2016.
|
|
(5)
Option awards measured in accordance with FASB ASC Topic 718 and such awards vest over three years. See Note 2 for further
information.
|
Compensation
of Directors
During
2017, Stephen Jarvis, William Kinnear and Donald McDonald, Jr. each received $9,000 as compensation for their service as directors.
During 2016, Stephen Jarvis, William Kinnear and Donald McDonald, Jr. each received $9,000 as compensation for their service as
directors. For the year ended December 31, 2018, each director will receive an annual stipend of $9,000.
PRINCIPAL
ACCOUNTING FEES AND SERVICES
Our
independent public accountants are EisnerAmper LLP. A representative of EisnerAmper will be present at the Shareholders Meeting,
will have the opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions.
Audit
Fees
The
aggregate fees billed to our company for professional services rendered from EisnerAmper LLP for the audit of our annual financial
statements, review of our quarterly financial statements, and other services normally provided in connection with statutory and
regulatory filings or engagements was approximately $297,360, plus quarterly review work totaling $70,875 in 2017 and approximately
$118,000 total in 2016.
Audit-Related
Fees
The
aggregate fees billed to our company for assurance and related services by our independent registered public accounting firm that
are reasonably related to the performance of the audit or review of our financial statements and are not reported above were approximately
$12,600 in 2017 and $6,000 in 2016.
Tax
Fees
The
aggregate fees billed to our company for professional services rendered for tax compliance, tax advice, and tax planning were
approximately $29,640 in 2017 and approximately $22,331 in 2016.
All
Other Fees
There
were no other fees billed in each of the last two fiscal years for professional services rendered by our independent registered
public accounting firm.
All
fees for audit and non-audit services, and any material fees for other services, are approved in advance by the Board of Directors.
STOCKHOLDER
PROPOSALS
Any
Stockholder proposal intended to be presented at the 2019 Annual Meeting of Stockholders must be received at the Company’s
principal executive offices not later than February 28, 2019, in order to be considered for possible inclusion in the Company’s
Proxy Statement and form of Proxy relating to that Meeting.
OTHER
MATTERS
The
Board knows of no matters to be presented for action at the Shareholders Meeting other than those mentioned above. However, if
any other matters properly come before the Meeting, it is the intention of the persons named in the accompanying form of Proxy
to vote on such other matters in accordance with their judgment.
/s/
Kelvin Claney
|
|
Kelvin
Claney, Chairman
|
|
INSTRUCTIONS
FOR THE VIRTUAL ANNUAL MEETING
This
year our annual meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only
be conducted via teleconference call.
To
participate in the meeting, access the live conference call by dialing
+1 (866) 398 - 2885, passcode 372204 for U.S. shareholders
,
or
(719) 457-6209, passcode 372204 for international shareholders
. Participants are recommended to dial-in approximately
10 minutes prior to the start of the event. The meeting will begin promptly at 9:30 AM EST on December 31, 2018.
Questions
pertinent to meeting matters will be answered during the meeting, subject to time constraints.
How
Do I Vote My Shares?
Shares
may be voted before the meeting by following the instructions on the enclosed proxy and mailing it to the Company at ICTV
Brands, Inc., 489 Devon Park Drive, Suite 306,
Wayne, PA 19087. Shares may be voted at the meeting by voice vote. You
can revoke your proxy at any time before it is exercised by submitting written notice of revocation to the Secretary of the
Company; by submitting another proxy by mail that is later dated and properly signed; or by voice vote during the meeting if
you are a shareholder of record.
What
If I Do Not Specify How I Want My Shares Voted?
If
you do not specify on your proxy (or when giving your proxy by telephone) how you want to vote your shares, we will vote them
FOR
the director nominee.
PROXY
ICTV
BRANDS INC.
Special
Meeting in lieu of Annual Meeting of Shareholders
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
I
hereby appoint the Board of Directors of ICTV Brands Inc. (the “Company”), acting by majority, as my Proxy, with full
power of substitution, to vote all of my shares of the Company as to which I am entitled to vote at the Special Meeting of Shareholders
to be held on December 31, 2018, at 9:30 A.M. EST, and at any adjournment thereof, hereby ratifying all that said Proxy or their
substitutes may do by virtue hereof, and the undersigned authorizes and instructs said Proxy to vote as follows:
1.
ELECTION OF DIRECTORS:
Election
of William Kinnear as a Class 1 Director: For [ ] Against [ ] Abstain [ ]
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED. IF YOU SIGN AND RETURN THIS PROXY WITHOUT CHECKING ANY BOXES,
THIS PROXY WILL BE VOTED
FOR
EACH OF THE PROPOSALS.
Dated
_____________, 2018
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Signature
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Co-Signature
(if any)
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If
signing as attorney, executor, administrator, trustee or guardian, please indicate the capacity in which signing. If signing as
joint tenants, all joint tenants must sign. If signing for a corporation, signer must be an authorized officer.