If you vote via the internet or by telephone, your vote must be received by 11:59 p.m.,
Eastern Time, on April 2, 2024 for shares held directly and by 11:59 p.m., Eastern Time, on March 31, 2024 for shares held in a company stock plan.
You may also vote during the Special Meeting via the internet at www.virtualshareholdermeeting.com/AGEN2024SM. At this site, you will be able
to vote electronically.
If your shares are held for you in an account by a broker, bank or other nominee, you are considered the
beneficial owner of shares held in street name. You have the right to direct your broker, bank, or nominee how to vote your shares by using the voting instruction card included in the mailing, or by following their instructions for
voting over the internet or by telephone.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.
What is a quorum for purposes of conducting the Special Meeting?
The presence, via attendance at the virtual Special Meeting or by proxy, of the holders of a majority of the issued and outstanding common
stock, or shares, entitled to vote at the meeting is necessary to constitute a quorum to transact business. If a quorum is not present or represented at the Special Meeting, the stockholders entitled to vote thereat, present in person via attendance
at the virtual Special Meeting or by proxy, may adjourn the Special Meeting from time to time.
What if I return a proxy card but do not make specific
choices?
If you return a signed and dated proxy card without marking any voting selections, your shares will be voted
FOR approval of the Proposal to Effect a Reverse Stock Split, and if any other matter is properly presented at the meeting, the persons named in the accompanying proxy card should vote, or otherwise act, in accordance with their
judgment.
How does the Board recommend that I vote?
Our Board recommends that you vote your shares FOR the approval of the Proposal to Effect a Reverse Stock Split. Unless you
provide other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board as set forth in this Proxy Statement.
Who is paying for this proxy solicitation?
We are soliciting this proxy on behalf of our Board and will pay all expenses associated therewith. We have engaged Morrow Sodali LLC as the
proxy solicitor for the Special Meeting for a base fee of $12,000 plus fees for additional services, if needed. We have also agreed to reimburse Morrow Sodali for its reasonable out of pocket expenses. Some of our officers and other employees also
may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, facsimile or other electronic means.
We will also, upon request, reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their
reasonable out-of-pocket expenses for forwarding proxy materials to the beneficial owners of the capital stock and to obtain proxies.
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