The Company will disregard any votes cast in favor of:
| • | Proposal 1, by or on behalf of a person who participated in the Public Offering or their associates; |
| • | Proposal 3, by or on behalf of Mr. Bryan Sheffield and any other person who will obtain a material benefit as a result of the issue of the securities under Proposal 3 (except a benefit solely by reason of being a holder of shares of Common Stock or their associates); |
| • | Proposal 4, by or on behalf of Mr. Scott Sheffield and any other person who will obtain a material benefit as a result of the issue of the securities under Proposal 4 (except a benefit solely by reason of being a holder of shares of Common Stock or their associates); |
| • | Proposal 5, by or on behalf of Mr. Richard Stoneburner and any other person who will obtain a material benefit as a result of the issue of the securities under Proposal 5 (except a benefit solely by reason of being a holder of shares of Common Stock or their associates); |
| • | Proposal 6, by or on behalf of Mr. Ryan Dalton and any other person who will obtain a material benefit as a result of the issue of the securities under Proposal 6 (except a benefit solely by reason of being a holder of shares of Common Stock or their associates); |
| • | Proposal 7, by or on behalf of Mr. Phillip Pace and any other person who will obtain a material benefit as a result of the issue of the securities under Proposal 7 (except a benefit solely by reason of being a holder of shares of Common Stock or their associates); |
| • | Proposal 8, by or on behalf of Mr. Fredrick Barrett and any other person who will obtain a material benefit as a result of the issue of the securities under Proposal 8 (except a benefit solely by reason of being a holder of shares of Common Stock or their associates); |
| • | Proposal 9, by or on behalf of Mr. Jeffrey Bellman and any other person who will obtain a material benefit as a result of the issue of the securities under Proposal 9 (except a benefit solely by reason of being a holder of shares of Common Stock or their associates); |
| • | Proposal 10, by or on behalf of Mr. David Siegel and any other person who will obtain a material benefit as a result of the issue of the securities under Proposal 10 (except a benefit solely by reason of being a holder of shares of Common Stock or their associates); and |
| • | Proposal 11, by or on behalf of Mr. Robert Siegel and any other person who will obtain a material benefit as a result of the issue of the securities under Proposal 11 (except a benefit solely by reason of being a holder of shares of Common Stock or their associates); |
| • | Proposal 12, by or on behalf of Mr. Tom Robb and any other person who will obtain a material benefit as a result of the issue of the securities under Proposal 12 (except a benefit solely by reason of being a holder of shares of Common Stock or their associates); |
| • | Proposal 13, by or on behalf of Ms. Sarah Pacheco and any other person who will obtain a material benefit as a result of the issue of the securities under Proposal 13 (except a benefit solely by reason of being a holder of shares of Common Stock or their associates); |
| • | Proposal 14, by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of shares of Common Stock or their associates); |
However, the Company need not disregard a vote cast in favor of any of the above Proposals by:
| • | a person as proxy or attorney for a person who is entitled to vote on the relevant Proposal, in accordance with directions given to the proxy or attorney to vote on the relevant Proposal in that way; |
| • | the chair of the Special Meeting as proxy or attorney for a person who is entitled to vote on the relevant Proposal, in accordance with a direction given to the chair to vote on the relevant Proposal as the chair decides; or |
| • | a holder acting solely in a nominee, trustee or custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: |
| • | the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the relevant Proposal; and |
| • | the holder votes on the relevant Proposal in accordance with directions given by the beneficiary to the holder to vote in that way. |
