Common use of Agreement to Vote and Approve Clause in Contracts

Agreement to Vote and Approve. The Stockholders irrevocably and unconditionally agree during the term of this Agreement, at any annual or special meeting of the Company called with respect to the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent or consents of the Company stockholders with respect to any of the following matters, to vote or cause the holder of record to vote the Shares: (i) in favor of an amendment of the Company’s Amended and Restated Bylaws (the “Bylaws”), amending Section 3.2 Advance Notice for Nomination of Directors, of the Bylaws, effective immediately upon approval of the Stockholders and relating to all meetings of Stockholders held after such approval, including any annual or special meeting of the Stockholders adjourned to a date after the effective date of such amendment, including the Annual Meeting of Stockholders to be held in 2022, in order to permit Stockholders to nominate directors for election to the Board at such meetings without providing advance notice of such nomination prior to the meeting, substantially as provided in Exhibit A, (the “Bylaws Amendment”) and (ii) in favor of the election to the Board of Directors (the “Board”) of director nominees selected by the mutual agreement of a Stockholder Majority and the Representative, to be elected at the next annual meeting of stockholders of the Company, currently scheduled for June 28, 2022, and any adjournments or postponements thereof (the “2022 Annual Meeting”).