2. “FOR” the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; 3. “FOR” the approval of the amendment and restatement of the 2021 Plan; and 4. “FOR” the approval, on a non-binding, advisory basis, of the compensation of our named executive officers. Unless contrary instructions are indicated, all shares represented by valid proxies received pursuant to this solicitation (and which have not been revoked in accordance with the procedures set forth below) will be voted as follows (1) “FOR” the election of the director nominees named in this Proxy Statement; (2) “FOR” the ratification of the selection of Grant Thornton LLP; (3) “FOR” the amendment and restatement of the 2021 Plan; and (4) in accordance with the recommendation of the Board, “FOR” or “AGAINST” all other matters as may properly come before the Annual Meeting. In the event a stockholder specifies a different choice by means of the enclosed proxy, such shares will be voted in accordance with the specification made. What are the voting requirements to approve each of the proposals? The voting requirements to approve each of the proposals to be voted upon at the Annual Meeting, as well as the effects of withheld votes, votes against, abstentions and broker non-votes on each of the proposals, are as follows: PROPOSAL VOTING REQUIREMENT EFFECT OF “WITHHOLD” VOTES, VOTES “AGAINST” AND ABSTENTIONS EFFECT OF BROKER NON-VOTES Proposal No. 1: To elect two Class II directors for a three-year term to expire at the 2026 Annual Meeting of Stockholders A plurality of the votes cast by the shares of common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon is required to elect each director nominee. This means that the two nominees receiving the highest number of votes at the Annual Meeting will be elected. A “WITHHOLD” vote with respect to a director nominee will not count as a vote cast for that or any other nominee, and thus will have no effect on the outcome of the vote on this proposal. Broker non-votes will not count as votes cast on this proposal, and will have no effect on the outcome of the vote on this proposal. Proposal No. 2: To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm Requires the affirmative vote of a majority of the outstanding shares present virtually or represented by proxy and entitled to vote on the proposal at the Annual Meeting (assuming that a quorum is present). An “ABSTAIN” vote will be included in the total number of shares present virtually and entitled to vote on this proposal, and will have the same effect as a vote “AGAINST” this proposal. Because a bank, broker, dealer or other nominee may generally vote without instructions on this proposal, we do not expect any broker non-votes to result for this proposal. 3
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