EX-99.1 5 fs42022a1ex99-1_alpineacq.htm FORM OF ALPINE ACQUISITION CORPORATION PROXY CARD

Exhibit 99.1

 

PRELIMINARY PROXY

 

ALPINE ACQUISITION CORPORATION

10141 N. Canyon View Lane

Fountain Hills, Arizona 85268

(703) 899-1028

 

ANNUAL MEETING

 

YOUR VOTE IS IMPORTANT

 

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

FOR THE ANNUAL MEETING TO BE HELD ON

[●], 2022

 

The undersigned, revoking any previous proxies relating to these shares with respect to the proposals set forth herein, hereby acknowledges receipt of the proxy statement/prospectus dated [●], 2022, in connection with the Annual Meeting of stockholders of Alpine Acquisition Corporation (“Alpine”) to be held at [●] a.m. ET on [●], 2022, which will be a virtual meeting held online at https://                     for the sole purpose of considering and voting upon the following proposals, and hereby appoints Elan Blutinger, Alex Lombardo and Kim Schaefer, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all shares of common stock of Alpine registered in the name provided, which the undersigned is entitled to vote at the Anual Meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in this Proxy.

 

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED HEREIN. IF A SIGNED AND DATED PROXY IS RETURNED BUT NO DIRECTIONS ARE GIVEN, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED “FOR” ALL PROPOSALS.

 

THE ALPINE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL (PROPOSAL 1), “FOR” EACH OF THE CHARTER PROPOSALS (PROPOSALS NOS. 2.A THROUGH 2.D), “FOR” THE DIRECTOR NOMINEES NAMED IN THE DIRECTOR ELECTION PROPOSAL (PROPOSAL 3), “FOR” THE NASDAQ PROPOSAL (PROPOSAL 4), “FOR” THE INCENTIVE PLAN PROPOSAL (PROPOSAL 5) AND “FOR” THE ADJOURNMENT PROPOSAL (PROPOSAL 6).

 

THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL, THE NASDAQ PROPOSAL AND EACH OF THE CHARTER PROPOSALS IS A CONDITION TO THE CONSUMMATION OF THE BUSINESS COMBINATION.

 

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY AS SOON AS POSSIBLE.

 

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on [●], 2022.

This notice of Annual Meeting of stockholders and the accompanying proxy statement/prospectus
are available at: [WEBSITE].

 

 

 

 

PROXY

 

1.  

The Business Combination Proposal — to consider and vote upon a proposal to approve the Merger Agreement, the Hotel Purchase Agreement and the transactions contemplated thereby.

 

FOR

 

AGAINST

 

ABSTAIN

                 
2A.   Charter Proposal – increase the number of authorized shares of common stock from 50,000,000 shares to 100,000,000 shares and increase the number of authorized shares of preferred stock from 1,000,000 shares to 5,000,000 shares   

FOR

 

AGAINST

 

ABSTAIN

                 
2B.   Charter Proposal – change Alpine’s name from “Alpine Acquisition Corporation” to “Two Bit Entertainment Corp.”   

FOR

 

AGAINST

 

ABSTAIN

                 
2C.  

Charter Proposal – indicate that no director or officer shall be liable to New TBC or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except to the extent such an exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law

 

FOR

 

AGAINST

 

ABSTAIN

                 
2D.  

Charter Proposal – remove provisions no longer applicable to the company following the Business Combination

 

FOR

 

AGAINST

 

ABSTAIN

 

2

 

 

3.   The Director Election Proposal – to consider and vote upon a proposal to elect the director nominees identified below who will serve as a director of Alpine upon consummation of the Business Combination            
                 
    Alissa Nolan – Class I (2023)  

FOR

 

WITHHOLD

   
                 
    Brian Cameron – Class I (2023)  

FOR

 

WITHHOLD

   
                 
    Brent Bushnell – Class I (2023)  

FOR

 

WITHHOLD

   
                 
    David Goldberg – Class II (2024)  

FOR

 

WITHHOLD

   
                 
    Howard Silver – Class II (2024)  

FOR

 

WITHHOLD

   
                 
    Elan Blutinger – Class III (2025)  

FOR

 

WITHHOLD

   
                 
    Kim Schaefer – Class III (2025)  

FOR

 

WITHHOLD

   
                 
4.   The Nasdaq Proposal – to consider and vote upon a proposal, as required by the rules of the Nasdaq Stock Market, to approve the issuance of shares of Common Stock in the Business Combination in an amount greater than 20% of the number of shares of Common Stock outstanding before such issuances.  

FOR

 

AGAINST

 

ABSTAIN

                 
5.   The Incentive Plan Proposal – to consider and vote upon a proposal to approve the 2022 Long-Term Incentive Equity Plan  

FOR

 

AGAINST

 

ABSTAIN

                 
6.   The Adjournment Proposal - to consider and vote upon a proposal to adjourn the annual meeting to a later date or dates if it is determined that additional time is necessary to complete the Business Combination for any reason.  

FOR

 

AGAINST

 

ABSTAIN

  

3

 

 

  ☐ MARK HERE FOR ADDRESS CHANGE AND NOTE AT RIGHT    
       
  PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY. ANY VOTES RECEIVED AFTER A MATTER HAS BEEN VOTED UPON WILL NOT BE COUNTED. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED HEREIN. IF A SIGNED AND DATED PROXY IS RETURNED BUT NO DIRECTIONS ARE GIVEN, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED “FOR” ALL PROPOSALS.    
       
  Dated: _________________________ 2022
   
   
  Stockholder’s Signature
   
   
  Stockholder’s Signature
   
  Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.

 

 

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