Common use of 2019 Annual Meeting Clause in Contracts

2019 Annual Meeting. The Company agrees that it shall take all actions as are necessary (including, without limitation, calling a special meeting of the Board to approve all actions contemplated hereby), effective immediately following the execution of this Agreement, to (i) cause the Board to increase the size of its membership from five (5) to six (6) members; and (ii) appoint the New Director to the Board with a term expiring at the 2019 Annual Meeting and until his successor is duly elected and qualified. The Company also agrees that it shall take all action as is necessary (including, without limitation, calling a special meeting of the Board to approve all actions contemplated hereby), to cause the slate of six (6) nominees recommended by the Board and standing for election at the 2019 Annual Meeting to include (x) the five (5) members of the Board who are on the Board prior to the execution of this Agreement (the “Incumbent Slate”) and (y) the New Director (collectively, with the Incumbent Slate, the “2019 Nominees”). The Company specifically agrees to: (i) nominate each of the 2019 Nominees for election at the 2019 Annual Meeting as a director of the Company with a term expiring at the Company’s 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) and until each of their successors are duly elected and qualified; (ii) recommend to the Company’s shareholders each of the 2019 Nominees for election as directors of the Company at the 2019 Annual Meeting; (iii) cause the Company to support, and solicit proxies for, the election of the New Director in substantially the same manner as the Company supports and solicits proxies for the election of each of the members of the Incumbent Slate at the 2019 Annual Meeting; and (iv) cause all proxies received by the Company that provide shareholders with the opportunity to vote for all of the 2019 Nominees to be voted in the manner specified by such proxies. The Company agrees to convene the 2019 Annual Meeting no later than July 1, 2019.

2019 Annual Meeting. The Company agrees that it shall take all actions as are necessary (including, without limitation, calling a special meeting of the Board to approve all actions contemplated hereby)actions, effective immediately following the execution of this Agreement, to to (i) cause the Board to increase the size of its membership from five eight (5) 8) to six ten (610) members; and (ii) appoint Xxxxxx Xxxxxxxxxx and Xxxxx Xxxxxx (collectively, the “New Director Directors”) to the Board with a term expiring at the 2019 Annual Meeting and until his successor is their respective successors are duly elected and qualified. The Company also agrees that it shall take all action as is necessary ; and (including, without limitation, calling a special meeting of the Board to approve all actions contemplated hereby), to iii) cause the slate of six nine (69) nominees recommended by the Board and standing for election at the 2019 Annual Meeting (which will be held no later than August 30, 2019) to include (x) the five seven (57) members of the Board who are on the Board prior to the execution of this Agreement (the “Incumbent Slate”) ); provided that the Incumbent Slate shall be selected by the members of the Board who are on the Board prior to the execution of this Agreement, and (y) the New Director Directors (collectively, with the Incumbent Slate, the “2019 Nominees”), such that a total of nine (9) directors are to be elected at the 2019 Annual Meeting. The Company specifically agrees to: (i) nominate each of the 2019 Nominees for election at the 2019 Annual Meeting as a director of the Company with a term expiring at the Company’s 2020 Annual Meeting of Shareholders Stockholders (the “2020 Annual Meeting”) and until each of their respective successors are duly elected and qualified; (ii) recommend to the Company’s shareholders stockholders, and reflect such recommendation in the Company’s definitive proxy statement in connection with the 2019 Annual Meeting, that the stockholders of the Company vote to elect each of the 2019 Nominees for election as directors of the Company at the 2019 Annual Meeting; (iii) cause the Company to support, and solicit proxies for, the election of the New Director Directors in substantially the same manner as the Company supports and solicits proxies for the election of each of the members of the Incumbent Slate at the 2019 Annual Meeting; and (iv) cause all proxies received by the Company that provide shareholders stockholders with the opportunity to vote for all of the 2019 Nominees to be voted in the manner specified by such proxies. The Company agrees to convene the 2019 Annual Meeting no later than July 1, 2019.

2019 Annual Meeting. The Company agrees that it shall take all actions as are necessary (including, without limitation, calling a special meeting of the Board to approve all actions contemplated hereby)actions, effective immediately following the execution of this Agreement, to (i) cause the Board to increase the size of its membership from five eight (5) 8) to six ten (610) members; and (ii) appoint Xxxxxx Xxxxxxxxxx and Xxxxx Xxxxxx (collectively, the “New Director Directors”) to the Board with a term expiring at the 2019 Annual Meeting and until his successor is their respective successors are duly elected and qualified. The Company also agrees that it shall take all action as is necessary ; and (including, without limitation, calling a special meeting of the Board to approve all actions contemplated hereby), to iii) cause the slate of six nine (69) nominees recommended by the Board and standing for election at the 2019 Annual Meeting (which will be held no later than August 30, 2019) to include (x) the five seven (57) members of the Board who are on the Board prior to the execution of this Agreement (the “Incumbent Slate”) ); provided that the Incumbent Slate shall be selected by the members of the Board who are on the Board prior to the execution of this Agreement, and (y) the New Director Directors (collectively, with the Incumbent Slate, the “2019 Nominees”), such that a total of nine (9) directors are to be elected at the 2019 Annual Meeting. The Company specifically agrees to: (i) nominate each of the 2019 Nominees for election at the 2019 Annual Meeting as a director of the Company with a term expiring at the Company’s 2020 Annual Meeting of Shareholders Stockholders (the “2020 Annual Meeting”) and until each of their respective successors are duly elected and qualified; (ii) recommend to the Company’s shareholders stockholders, and reflect such recommendation in the Company’s definitive proxy statement in connection with the 2019 Annual Meeting, that the stockholders of the Company vote to elect each of the 2019 Nominees for election as directors of the Company at the 2019 Annual Meeting; (iii) cause the Company to support, and solicit proxies for, the election of the New Director Directors in substantially the same manner as the Company supports and solicits proxies for the election of each of the members of the Incumbent Slate at the 2019 Annual Meeting; and (iv) cause all proxies received by the Company that provide shareholders stockholders with the opportunity to vote for all of the 2019 Nominees to be voted in the manner specified by such proxies. The Company agrees to convene the 2019 Annual Meeting no later than July 1, 2019.