Votes Required
The affirmative vote of a majority of the votes cast at the Special Meeting, in person or by proxy, is required to approve the Proposal. Abstentions and broker non-votes, if any, will not be included in determining the number of votes cast and, as a result, will have no effect on the Proposal.
Submitting Voting Instructions for Shares Held Through a Broker, Bank, Trustee or Nominee
If you hold shares of the Companys common stock through a broker, bank, trustee or nominee and want to participate in the Special Meeting, you must follow the instructions you receive from your broker, bank, trustee or nominee.
Please
instruct your broker, bank, trustee or nominee so your vote can be counted.
Discretionary Voting
Brokers, banks, trustees and nominees have discretionary authority to vote on routine matters, but not on non-routine matters. The Proposal being considered by the Company at the Special Meeting is a non-routine matter. If you hold your shares in street name through a broker, bank, trustee or nominee and do not provide your broker, bank, trustee or nominee who holds such shares of record with specific instructions regarding how to vote on the Proposal, your broker will not be permitted to exercise voting discretion with respect to the Proposal.
Please note that to be sure your vote is counted on the Proposal, you should instruct your broker, bank, trustee
or nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted at
the Special Meeting and will not be counted as present for quorum purposes.
Authorizing a Proxy for Shares Held in Your Name
If you are a record holder of shares of the Companys common stock, you may authorize a proxy to vote on your behalf by following the instructions provided on the enclosed proxy card. Authorizing your proxy will not limit your right to participate in the Special Meeting. A properly completed and submitted proxy will be voted in accordance with your instructions, unless you subsequently revoke your instructions. If you authorize a proxy without indicating your voting instructions, the proxyholder will vote your shares according to the Boards recommendations. Internet and telephone voting procedures are designed to authenticate the stockholders identity and to allow stockholders to vote their shares and confirm that their instructions have been properly recorded. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.
Receipt of Multiple Proxy Cards
Some of the Companys stockholders hold their shares in more than one account and may receive a separate proxy card or voting instruction form for each of those accounts. To ensure that all of your shares are represented at the Special Meeting, we recommend that you vote by following the instructions on each proxy card or voting instruction form that you receive.
Revoking Your Proxy
If you are a stockholder of record of the Company, you can revoke your proxy at any time before it is exercised by: (i) delivering a written revocation notice that is received prior to the Special Meeting to Hercules Capital, Inc. 400 Hamilton Avenue, Suite 310, Palo Alto, California 94301 Attn: Melanie Grace, Secretary; (ii) submitting a later-dated proxy that we receive before the conclusion of voting at the Special Meeting; or (iii) participating in person at the Special Meeting and submitting a proxy card. If you hold shares of the Companys common stock through a broker, bank, trustee or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions.
Appraisal Rights
Stockholders who vote against the Proposal will not have appraisal or other similar rights.