| 1 | An amendment to the Company's Second Amended and Restated Certificate of Incorporation (the "Existing Charter") to remove the supermajority voting requirements for stockholders to amend certain provisions of the Company's Existing Charter. | For |
| 2 | An amendment to the Existing Charter to establish stockholders' meetings as the sole mechanism for approval of matters on which holders of common stock are required or permitted to vote. | For |
| 3 | An amendment to the Existing Charter to grant the Board the sole authority to fill board vacancies and newly created directorships. | For |
| 4 | Other amendments to the Existing Charter to modernize and streamline the Existing Charter. Technical and Clarifying amendments | For |
| 5 | The adjournment of the Special Meeting, from time to time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favour of any of the amendments to the Existing Charter. | Oppose |
