Voss Capital Publishes Letter to Thunderbird Shareholders - Seite 4

Voss has entered into an agreement with Carson pursuant to which Carson will act as Voss’s proxy solicitation agent. Carson has been paid a retainer and will be paid fees at an hourly rate for services provided under the agreement. Fees will be limited to $175,000, unless otherwise authorized by Voss. Fees payable under the agreement will be adjusted as follows: (i) if there is a successful outcome, Voss will pay Carson’s fees plus a premium equal to 100% of all fees payable; (ii) if there is not a successful outcome, a 50% discount will be applied to all fees.

All costs incurred for the solicitation will be borne by Voss.

A registered holder of common shares of Thunderbird that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by Voss, or as otherwise provided in the Voss Circular, as updated and made available to shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the Company’s registrar and transfer agent at any time up to and including the last business day preceding the day of the 2022 Annual Meeting or any adjournment or postponement of the meeting is to be held, or (ii) with the chairman of the 2022 Annual Meeting prior to its commencement on the day of the meeting or any adjournment or postponement of the meeting; or (c) in any other manner permitted by law.

A non‐registered holder of common shares of Thunderbird will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non‐registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the meeting.