Common use of Recommendation and Solicitation of Proxies and Voting Clause in Contracts

Recommendation and Solicitation of Proxies and Voting. At each shareholder vote for the general election of directors of the Company held (whether by a meeting or written consent of the stockholders of the Company) during the Qualifying Ownership Period, the Company, the Nominating Committee of the Board of Directors and the Board of Directors shall nominate and recommend for approval by the Company’s shareholders Investor Designees (up to the number the Investor is entitled to designate pursuant to Section 2.02) or, to the extent that an Investor Designee is unable to serve as a director of the Company (due to death, disability or incapacity), any Qualified Replacement for election as a director of the Company, and the Company shall also solicit proxies for Investor Designees or such Qualified Replacement to the same extent as it does for any of its other nominees to the Board of Directors; provided that (1) in the event that the Investor fails to send a timely Designation Notice in order for the Company to nominate a new Investor Designee, the Investor Designee then currently serving as a director shall be deemed to be the new Investor Designee and (2) to the extent that the Board of Directors reasonably determines, based upon Nasdaq Stock Market listing standards, that the proposed Investor Designee does not qualify as a Qualified Replacement, Investor shall be permitted to propose additional Persons until such time that the Board of Directors determines that a proposed Investor Designee qualifies as a Qualified Replacement to serve as a director of the Company. At each shareholder vote for the general election of directors of the Company held (whether by a meeting or written consent of the stockholders of the Company) during the Qualifying Ownership Period, the Company, the Nominating Committee of the Board of Directors and the Board of Directors shall nominate and recommend for approval by the Company’s shareholders the current directors of the Board of Directors who remain on the Board of Directors following appointment of the Investor Designees, and upon their replacement for any cause, their successors as nominated by the Nominating Committee of the Board of Directors. The Investor agrees to vote for the election of the current directors of the Board of Directors who remain on the Board of Directors following appointment of the Investor Designees, and their successors as nominated by the Nominating Committee of the Board of Directors.