Voting Securities
You may cast one vote for each share of the Companys common stock that you owned as of the Record Date. Each share of the Companys
common stock has equal voting rights with all other shares of the Companys common stock, which is the only class of voting securities outstanding of the Company. As of January 19, 2023, the Company had 183,658,887 shares of common stock
outstanding.
Quorum Required
For the Company to conduct business at the Special Meeting, a quorum of the Companys stockholders must be present at the Special Meeting.
The presence at the Special Meeting, virtually or by proxy, of the holders of a majority of the shares of the Companys common stock outstanding on the Record Date will constitute a quorum. Abstentions will be treated as shares present for
quorum purposes. Shares for which brokers have not received voting instructions from the beneficial owner of the shares and do not have discretionary authority to vote on certain proposals (which are considered broker non-votes with respect to such proposals) will not be treated as shares present for quorum purposes.
The Chairman of the Company shall have the power to adjourn the Special Meeting, whether or not a quorum is present, from time to time for any
reason and without notice other than announcement at the Special Meeting.
Submitting Voting Instructions for Shares Held
Through a Broker, Bank, Trustee or Nominee
If you hold shares of the Companys common stock through a broker, bank, trustee or
nominee, you must direct your intermediary regarding how you would like your shares voted by following the voting instructions you receive from your broker, bank, trustee or nominee. If you hold shares of the Companys common stock through a
broker, bank, trustee or nominee and want to participate in the Special Meeting, you must follow the instructions you receive from your broker, bank, trustee or nominee. Please instruct your broker, bank, trustee or nominee regarding how you
would like your shares voted so your vote can be counted.
Discretionary Voting
Brokers, banks, trustees and nominees have discretionary authority to vote on routine matters, but not on non-routine matters. The Proposal is a non-routine matter. If you hold your shares in street name (or nominee name) and do not provide your
broker, bank, trustee or nominee who holds such shares of record with specific instructions regarding how to vote, your broker may not be permitted to vote your shares on the Proposal.
Please note that to be sure your vote is counted on the Proposal, you should instruct your broker, bank, trustee or nominee how to vote
your shares. If you do not provide voting instructions, votes may not be cast on your behalf with respect to the Proposal.
Authorizing a Proxy for Shares Held in Your Name
If you are a record holder of shares of the Companys common stock, you may authorize a proxy to vote on your behalf by following the
instructions provided on the enclosed proxy card or in the instructions that accompanied your proxy materials. Authorizing your proxy will not limit your right to participate in the Special Meeting and vote your shares online. A properly completed
and submitted proxy will be voted in accordance with your instructions unless you subsequently revoke your instructions. If you authorize a proxy without indicating your voting instructions, the proxyholder will vote your shares according to the
Boards recommendations. Internet and telephone voting procedures are designed to authenticate the stockholders identity and to allow stockholders to vote their shares and confirm that their instructions have been properly recorded. Your
Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.
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