The affirmative vote of the holders of at least a majority of
all then outstanding shares of common stock is required to effect an amendment to Pensare’s Charter, including any amendment
that would extend its corporate existence beyond May 1, 2019. Additionally, Pensare’s charter requires that all public stockholders
have an opportunity to redeem their public shares in the case Pensare’s corporate existence is extended. We believe that
this charter provision was included to protect Pensare stockholders from having to sustain their investments for an unreasonably
long period if Pensare failed to find a suitable business combination in the timeframe contemplated by the charter. Given Pensare’s
expenditure of time, effort and money on the potential business combinations with the targets it has identified, circumstances
warrant providing those who would like to consider whether a potential business combination with one or more of such targets is
an attractive investment with an opportunity to consider such transaction, inasmuch as Pensare is also affording stockholders who
wish to redeem their public shares the opportunity to do so, as required under its charter. Accordingly, we believe the Extension
is consistent with Pensare’s charter and IPO prospectus.
|Q. How do the Pensare insiders intend to vote their shares?
A. All of Pensare’s
directors, executive officers and their respective affiliates are expected to vote any common stock over which they have voting
control (including any public shares owned by them) in favor of the Charter Amendment proposal and the Adjournment Proposal.
Pensare’s directors, executive officers and their respective
affiliates are not entitled to redeem their founder shares. With respect to shares purchased in the open market by Pensare’s
directors, executive officers and their respective affiliates, such public shares may be redeemed. On the record date, Pensare’s
directors, executive officers and their affiliates beneficially owned and were entitled to vote 5,953,500 founder shares, representing
approximately 16.5% of Pensare’s issued and outstanding common stock. Pensare’s directors, executive officers and their
affiliates did not beneficially own any public shares as of such date.
Pensare’s directors, executive officers and their affiliates
may choose to buy public shares in the open market and/or through negotiated private purchases. In the event that purchases do
occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Charter Amendment
proposal. Any public shares held by affiliates of Pensare may be voted in favor of the Charter Amendment proposal.
|Q. What if I don’t want to vote for the Charter Amendment proposal?
||A. If you do not want the Charter Amendment to be approved, you must abstain, not vote, or vote against the proposal. If the Charter Amendment is approved, and the Extension is implemented, the Withdrawal Amount will be withdrawn from the trust account and paid to the redeeming public stockholders.|