1. To elect the two (2) Class I members of the Board of Directors named in the Proxy Statement to serve until the 2026 Annual Meeting of Stockholders (Item 1 - see page 12);;
2. To conduct an advisory vote to approve executive compensation (Item 2 - see page 31);
3. To conduct an advisory vote regarding frequency of future advisory votes on executive compensation (Item 3 - see page 32);
4. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 (Item 4 - see page 65);
5. To approve the Amended and Restated Certificate of Incorporation (Item 5 - see page 67);
6. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The Board of Directors unanimously recommends that you vote FOR Items 1, 2, 4 and 5 and for the option of ONE YEAR on Item 3.

The Company has fixed the close of business on March 15, 2023 as the "Record Date" for determining stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. It is important that your shares be represented and voted at the meeting. Please complete, sign and return a proxy card, or use the telephone or internet voting systems.