Proxy Materials

2020 Annual Meeting of Stockholders

July 1, 2020 at 8:00 AM PT

5475 S. Decatur Blvd., Suite #100, Las Vegas, NV 89118

The Annual Meeting of Stockholders will be held for the following purposes:

  1. To elect Anna Massion, David Sambur and David Lopez to the Board of Directors of the Company (the "Board of Directors") as Class III directors, in each case, for a term of three years expiring at the Annual Meeting of Stockholders to be held in 2023;

  2. To conduct an advisory vote to approve the compensation of the Company's named executive officers;

  3. To approve an amendment to the Company's Omnibus Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder;

  4. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020; and

  5. To transact such other business as may properly come before the Annual Meeting of Stockholders, or any postponement or adjournment thereof.

Holders of the Company's common stock, par value $0.01 per share, of record at the close of business on May 8, 2020 are entitled to notice of, and to vote at, the Annual Meeting of Stockholders or any postponements or adjournments thereof.

We will furnish proxy materials to our stockholders via the Internet in order to expedite stockholders' receipt of proxy materials while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting of Stockholders.

Accordingly, we are mailing to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials, which provides instructions on how to access the attached proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2019 via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how to obtain the proxy materials in printed form.

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