With respect to the Charter Amendment proposal, abstentions
and broker non-votes will have the same effect as “AGAINST” votes. The approval of the Adjournment Proposal requires
the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy. Accordingly, a stockholder’s
failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of common
stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome
of any vote on the Adjournment Proposal. If your shares are held by your broker as your nominee (that is, in “street name”),
you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form
regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote
your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. Discretionary
items are proposals considered routine under the rules of the New York Stock Exchange applicable to member brokerage firms. These
rules provide that for routine matters your broker has the discretion to vote shares held in street name in the absence of your
voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated
as broker non-votes.
|Q. What is a quorum requirement?
A. A quorum of stockholders
is necessary to hold a valid meeting. A quorum will be present with regard to each of the Charter Amendment and the Adjournment
Proposal if at least a majority of the outstanding shares of common stock on the record date are represented by stockholders present
at the meeting or by proxy.
Your shares will be counted towards the quorum only if you submit
a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the special
meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairman of
the special meeting may adjourn the special meeting to another date.
|Q. Who can vote at the special meeting?
A. Only holders of
record of Pensare’s common stock at the close of business on March 27, 2019, the record date, are entitled to have
their vote counted at the special meeting and any adjournments or postponements thereof. On the record date, 36,016,210 shares
of common stock, including 28,253,710 public shares, were outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name.
If on the record date your shares were registered directly in your name with Pensare’s transfer agent, Continental Stock
Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at the special
meeting or vote by proxy. Whether or not you plan to attend the special meeting in person, we urge you to fill out and return the
enclosed proxy card to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name
of a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage
firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name”
and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct
your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However,
since you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request
and obtain a valid proxy from your broker or other agent.