Common use of Qualifying Transactions Clause in Contracts

Qualifying Transactions. Each Purchaser hereby agrees with the Company (but not with each other) during such time as such Purchaser holds Series B Convertible Preferred Stock as follows: (a) In connection with any Qualifying Transaction approved by the Board of Directors for which a meeting of any stockholders of the Company is called (and at every adjournment or postponement thereof) or for which action or approval by written consent of stockholders of the Company is requested, each Purchaser shall, and shall cause the holder of record of any Series B Convertible Preferred Stock beneficially owned by such Purchaser on any applicable record date to, vote all such Series B Convertible Preferred Stock beneficially owned by such Purchaser on any applicable record date, to the extent such Series B Convertible Preferred Stock are entitled to be voted, (i) in favor of the approval and adoption of such Qualifying Transaction and (ii) in opposition to any action that is intended, or would reasonably be expected, to impede, delay or adversely affect a Qualifying Transaction. Solely in connection with the preceding sentence of this Section 5.07(a), in the event that a meeting of stockholders of the Company is held for the purposes of approving a Qualifying Transaction, and only so long as each Purchaser holds Series B Convertible Preferred Stock, each Purchaser shall appear at such meeting (and at every adjournment or postponement thereof) or otherwise cause all such Series B Convertible Preferred Stock beneficially owned by such Purchaser on any applicable record date to be counted as present thereat for purposes of establishing a quorum. (b) Each Purchaser shall not, and shall cause each of its Affiliates holding Series B Convertible Preferred Stock not to, directly or indirectly, with respect to any Qualifying Transaction: (i) deposit any Series B Convertible Preferred Stock in a voting trust; (ii) grant any proxies with respect to any Series B Convertible Preferred Stock; or (iii) subject any Series B Convertible Preferred Stock to any arrangement with respect to the voting thereof, in each case, other than voting trusts with, proxies to or agreements entered into with the Company. (c) Each Purchaser waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from a Qualifying Transaction that such Purchaser may have by virtue of ownership of such Series B Convertible Preferred Stock. (d) Each Purchaser shall tender (and shall not withdraw), or cause to be tendered (and not withdrawn), if there is a Qualifying Transaction that is a tender or exchange offer for Company Common Stock and Series B Convertible Preferred Stock, all Series B Convertible Preferred Stock beneficially owned by such Purchaser into any exchange offer or offer to purchase such Series B Convertible Preferred Stock by any Person in connection with such Qualifying Transaction, conditioned on and subject to the completion of such Qualifying Transaction (any such offer, a “Qualifying Tender/Exchange Offer”). During any period in which such Purchaser holds Series B Convertible Preferred Stock, no later than two (2) Business Days prior to the expiration date of any such Qualifying Tender/Exchange Offer, such Purchaser shall (i) deliver to the depositary designated in the Qualifying Tender/Exchange Offer all documents or instruments required to be delivered pursuant to the terms of the Qualifying Tender/Exchange Offer and Section 14d-2 of the Exchange Act, and/or (b) instruct its broker or such other person that is the holder of record of any Series B Convertible Preferred Stock beneficially owned by the Purchaser to tender such Series B Convertible Preferred Stock pursuant to the terms and conditions of the Qualifying Return Tender/Exchange Offer. (e) The provisions of this Section 5.07 shall apply only to the Series B Convertible Preferred Stock and shall not apply to the Warrants or shares issued upon exercise of the Warrants or any other shares of Common Stock or other securities issued by the Company held by such Purchaser (including derivatives with a value tied to the Common Stock or such other securities).

Qualifying Transactions. Each Purchaser hereby agrees with the Company (but not with each other) during such time as such Purchaser holds Series B Convertible Preferred Stock as follows: (a) In connection Each Rollover Investor agrees that, if at any time following the date hereof, either LD (individually or collectively with other Rollover Investors) or a Rollover Investor Group reasonably anticipates that he or it will pursue, or participate in, any Qualifying Transaction approved by (as defined below), LD or the Board of Directors for which a meeting of any stockholders of the Company is called (and at every adjournment or postponement thereof) or for which action or approval by written consent of stockholders of the Company is requestedRollover Investor Group, each Purchaser shallas applicable, and shall cause the holder of record of any Series B Convertible Preferred Stock beneficially owned by such Purchaser on any applicable record date to, vote all such Series B Convertible Preferred Stock beneficially owned by such Purchaser on any applicable record date, to the extent such Series B Convertible Preferred Stock are entitled to be voted, reasonably promptly (i) notify the ML Investor in favor of the approval and adoption writing of such Qualifying Transaction reasonable anticipation and (ii) in opposition provide to any action that is intended, or would the ML Investor such information about such Qualifying Transaction as the ML Investor shall reasonably be expected, request to impede, delay or adversely affect a evaluate such Qualifying Transaction. Solely As promptly as practicable following receipt of such information (and, in connection any event, not later than ten days after receipt by the ML Investor of the notice and the information specified in clauses (i) and (ii) of the immediately preceding sentence), the ML Investor shall notify LD or the Rollover Investor Group, as applicable, in writing whether it (or an affiliate of the ML Investor) intends to commence good faith negotiations with LD or the Rollover Investor Group, as applicable, regarding the ML Investor’s (or such affiliate’s) participation in such Qualifying Transaction. Each Rollover Investor agrees that, if so notified by the ML Investor, he will negotiate with the ML Investor (or such affiliate of the ML Investor), and the ML Investor agrees that, if it has so notified LD or the Rollover Investor Group, as applicable, it will negotiate with LD or the Rollover Investor Group, as applicable, in good faith, for a period of up to thirty days from the date that the ML Investor provides notice that it intends to commence such good faith negotiations as provided in the immediately preceding sentence sentence, with a goal towards facilitating the ML Investor’s (or such affiliate’s) participation in such Qualifying Transaction. With respect to each Qualifying Transaction, LD or the Rollover Investor Group, as applicable, shall not, without the ML Investor’s prior written consent, solicit any other party or potential business partner for such Qualifying Transaction unless and until (i) LD or the Rollover Investor Group, as applicable, has complied with all of the provisions of this Section 5.07(a), 2(a) or (ii) the ML Investor has elected in the event that a meeting of stockholders writing to forgo its (or such affiliate’s) participation in such Qualifying Transaction. The obligations of the Company is held Rollover Investors pursuant to this Section 2(a) shall automatically terminate on the second anniversary of the date hereof but, for the purposes avoidance of approving a doubt, shall apply with respect to each Qualifying Transaction, and only so long as each Purchaser holds Series B Convertible Preferred Stock, each Purchaser shall appear at Transaction within such meeting (and at every adjournment or postponement thereof) or otherwise cause all such Series B Convertible Preferred Stock beneficially owned by such Purchaser on any applicable record date to be counted as present thereat for purposes period of establishing a quorumtime. (b) Each Purchaser shall not, and shall cause each of its Affiliates holding Series B Convertible Preferred Stock not to, directly or indirectly, with respect to any Qualifying Transaction: (i) deposit any Series B Convertible Preferred Stock in a voting trust; (ii) grant any proxies with respect to any Series B Convertible Preferred Stock; or (iii) subject any Series B Convertible Preferred Stock to any arrangement with respect to the voting thereof, in each case, other than voting trusts with, proxies to or agreements entered into with the Company. (c) Each Purchaser waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from a Qualifying Transaction that such Purchaser may have by virtue of ownership of such Series B Convertible Preferred Stock. (d) Each Purchaser shall tender (and shall not withdraw), or cause to be tendered (and not withdrawn), if there is a Qualifying Transaction that is a tender or exchange offer for Company Common Stock and Series B Convertible Preferred Stock, all Series B Convertible Preferred Stock beneficially owned by such Purchaser into any exchange offer or offer to purchase such Series B Convertible Preferred Stock by any Person in connection with such Qualifying Transaction, conditioned on and subject to the completion of such Qualifying Transaction (any such offer, a “Qualifying Tender/Exchange Offer”). During any period in which such Purchaser holds Series B Convertible Preferred Stock, no later than two (2) Business Days prior to the expiration date of any such Qualifying Tender/Exchange Offer, such Purchaser shall (i) deliver to the depositary designated in the Qualifying Tender/Exchange Offer all documents or instruments required to be delivered pursuant to the terms of the Qualifying Tender/Exchange Offer and Section 14d-2 of the Exchange Act, and/or (b) instruct its broker or such other person that is the holder of record of any Series B Convertible Preferred Stock beneficially owned by the Purchaser to tender such Series B Convertible Preferred Stock pursuant to the terms and conditions of the Qualifying Return Tender/Exchange Offer. (e) The provisions For purposes of this Section 5.07 shall apply only to the Series B Convertible Preferred Stock and shall not apply to the Warrants or shares issued upon exercise of the Warrants or any other shares of Common Stock or other securities issued by the Company held by such Purchaser (including derivatives with a value tied to the Common Stock or such other securities).Agreement:

Qualifying Transactions. Each Purchaser hereby agrees with the Company (but not with each other) during such time as such Purchaser holds Series B Convertible Preferred Stock as follows: (a) In The Purchaser agrees that during any period in which it holds Preferred Shares, in connection with any Qualifying Transaction approved by the Board of Directors for which a meeting of any stockholders shareholders of the Company is called (and at every adjournment or postponement thereof) or for which action or approval by written consent of stockholders shareholders of the Company is requested, each the Purchaser shall, and or shall cause the holder of record of any Series B Convertible Preferred Stock beneficially owned securities of the Company Beneficially Owned by such the Purchaser on any applicable record date to, vote all such Series B Convertible Preferred Stock beneficially owned by such Purchaser on any applicable record datesecurities, to the extent such Series B Convertible Preferred Stock securities are entitled to be voted, voted (i) in favor of the approval and adoption of such Qualifying Transaction whether consummated in one or a series of related transactions, which approval shall include all such related transactions and (ii) in opposition to any action that is intended, or would reasonably be expected, to impede, delay or adversely affect a Qualifying Transaction. Solely in connection with the preceding sentence sentences of this Section 5.07(a4.13(a), in the event that a meeting of stockholders shareholders of the Company is held for the purposes of approving a Qualifying Transaction, Transaction and only so long as each the Purchaser holds Series B Convertible Preferred StockShares, each the Purchaser shall appear at such meeting (and at every adjournment or postponement thereof) or otherwise cause all such Series B Convertible Preferred Stock beneficially owned by such Purchaser on any applicable record date securities to be counted as present thereat for purposes of establishing a quorum. (b) Each During any period in which the Purchaser holds Preferred Shares, the Purchaser shall not, and shall cause each of its any Purchaser Affiliates holding Series B Convertible Preferred Stock Subject Securities not to, directly or indirectly, with respect to any Qualifying Transaction: (i) deposit any Series B Convertible Preferred Stock securities of the Company in a voting trust; (ii) grant any proxies with respect to any Series B Convertible Preferred Stocksuch securities of the Company; or (iii) subject any Series B Convertible Preferred Stock such securities of the Company to any arrangement with respect to the voting thereof, in each case, other than voting trusts with, proxies to or agreements entered into with the Company. (c) Each During any period in which the Purchaser holds Preferred Shares, the Purchaser waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from a Qualifying Transaction that such the Purchaser may have by virtue of ownership of such Series B Convertible Preferred StockShares of the Company. (d) Each The Purchaser agrees that during any period in which the Purchaser holds Preferred Shares, the Purchaser shall tender (and shall not withdraw), or cause to be tendered (and not withdrawn), if there is a Qualifying Transaction that is a tender or exchange offer for Company Common Stock and Series B Convertible all Preferred Stock, all Series B Convertible Preferred Stock beneficially owned Shares Beneficially Owned by such Purchaser into any exchange offer or offer to purchase such Series B Convertible Preferred Stock Shares by any Person in connection with such one or more transactions that constitute a Qualifying Transaction, conditioned on and but subject to the completion of such Qualifying Transaction (any such offer, a “Qualifying Minimum Return Tender/Exchange Offer”). During any period in which such the Purchaser holds Series B Convertible Preferred StockShares, no later than two five (25) Business Days prior to the expiration date of any such Qualifying Minimum Return Tender/Exchange Offer, such the Purchaser shall (i) deliver to the depositary designated in the Qualifying Minimum Return Tender/Exchange Offer all documents or instruments required to be delivered pursuant to the terms of the Qualifying Minimum Return Tender/Exchange Offer and Section 14d-2 of the Exchange Act, and/or (b) instruct its broker or such other person that is the holder of record of any Series B Convertible Preferred Stock beneficially owned Shares Beneficially Owned by the Purchaser to tender such Series B Convertible Preferred Stock Shares pursuant to the terms and conditions of the Qualifying Minimum Return Tender/Exchange Offer. (e) The provisions of this Section 5.07 shall apply only to the Series B Convertible Preferred Stock and shall not apply to the Warrants or shares issued upon exercise of the Warrants or any other shares of Common Stock or other securities issued by the Company held by such Purchaser (including derivatives with a value tied to the Common Stock or such other securities).

Qualifying Transactions. Each Purchaser hereby agrees with the Company (but not with each other) during such time as such Purchaser holds Series B Convertible Preferred Stock as follows: (a) In The Purchaser agrees that during any period in which it holds Preferred Shares, in connection with any Qualifying Transaction approved by the Board of Directors for which a meeting of any stockholders shareholders of the Company is called (and at every adjournment or postponement thereof) or for which action or approval by written consent of stockholders shareholders of the Company is requested, each the Purchaser shall, and shall cause the holder of record of any Series B Convertible Preferred Stock beneficially owned securities of the Company Beneficially Owned by such the Purchaser on any applicable record date to, vote all such Series B Convertible Preferred Stock beneficially owned securities of the Company Beneficially Owned by such the Purchaser on any applicable record date, to the extent such Series B Convertible Preferred Stock securities are entitled to be voted, (i) in favor of the approval and adoption of such Qualifying Transaction whether consummated in one or a series of related transactions, which approval shall include all such related transactions and (ii) in opposition to any action that is intended, or would reasonably be expected, to impede, delay or adversely affect a Qualifying Transaction. Solely in connection with the preceding sentence sentences of this Section 5.07(a4.13(a), in the event that a meeting of stockholders shareholders of the Company is held for the purposes of approving a Qualifying Transaction, Transaction and only so long as each the Purchaser holds Series B Convertible Preferred StockShares, each the Purchaser shall appear at such meeting (and at every adjournment or postponement thereof) or otherwise cause all such Series B Convertible Preferred Stock beneficially owned securities of the Company Beneficially Owned by such the Purchaser on any applicable record date to be counted as present thereat for purposes of establishing a quorum. (b) Each During any period in which the Purchaser holds Preferred Shares, the Purchaser shall not, and shall cause each of its any Purchaser Affiliates holding Series B Convertible Preferred Stock Subject Securities not to, directly or indirectly, with respect to any Qualifying Transaction: (i) deposit any Series B Convertible Preferred Stock securities of the Company in a voting trust; (ii) grant any proxies with respect to any Series B Convertible Preferred Stocksecurities of the Company; or (iii) subject any Series B Convertible Preferred Stock securities of the Company to any arrangement with respect to the voting thereof, in each case, other than voting trusts with, proxies to or agreements entered into with the Company. (c) Each During any period in which the Purchaser holds Preferred Shares, the Purchaser waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from a Qualifying Transaction that such the Purchaser may have by virtue of ownership of such Series B Convertible Preferred Stocksecurities of the Company. (d) Each The Purchaser agrees that during any period in which the Purchaser holds Preferred Shares, the Purchaser shall tender (and shall not withdraw), or cause to be tendered (and not withdrawn), if there is a Qualifying Transaction that is a tender or exchange offer for all securities of the Company Common Stock and Series B Convertible Preferred Stock, all Series B Convertible Preferred Stock beneficially owned Beneficially Owned by such the Purchaser into any exchange offer or offer to purchase such Series B Convertible Preferred Stock securities by any Person in connection with such one or more transactions that constitute a Qualifying Transaction, conditioned on and but subject to the completion of such Qualifying Transaction (any such offer, a “Qualifying Minimum Return Tender/Exchange Offer”). During any period in which such the Purchaser holds Series B Convertible Preferred StockShares, no later than two five (25) Business Days prior to the expiration date of any such Qualifying Minimum Return Tender/Exchange Offer, such the Purchaser shall (i) deliver to the depositary designated in the Qualifying Minimum Return Tender/Exchange Offer all documents or instruments required to be delivered pursuant to the terms of the Qualifying Minimum Return Tender/Exchange Offer and Section 14d-2 of the Exchange Act, and/or (b) instruct its broker or such other person that is the holder of record of any Series B Convertible Preferred Stock beneficially owned securities of the Company Beneficially Owned by the Purchaser to tender such Series B Convertible Preferred Stock securities pursuant to the terms and conditions of the Qualifying Minimum Return Tender/Exchange Offer. (e) The provisions of this Section 5.07 shall apply only to the Series B Convertible Preferred Stock and shall not apply to the Warrants or shares issued upon exercise of the Warrants or any other shares of Common Stock or other securities issued by the Company held by such Purchaser (including derivatives with a value tied to the Common Stock or such other securities).