Common use of Shareholder Approval Clause in Contracts

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding.

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants Note (or any other securities that may be issued under or in connection with the Transaction Documents this Agreement or the transactions contemplated hereby and therebyhereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules of The Nasdaq Capital Market or any shareholder approval requirement of the Company’s principal Trading Market Nasdaq (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are Note is no longer outstanding.

Shareholder Approval. If it In the event the Company is required in order to permit the conversion of the Notes or the exercise of the Warrants (or prohibited from issuing any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market pursuant to Section 3.12(a) above (the an “Shareholder ApprovalExchange Cap Share Failure”), then the Company shall, as soon as practicable after the date of occurrence of such Exchange Cap Share Failure, but in no event later than ninety (90) days thereafter, the Company shall (i) hold a special meeting of shareholders (which may also be at its stockholders to seek the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval. In connection with such meeting and any subsequent stockholder meetings, the Company shall provide each stockholder with a proxy statement in compliance with applicable Securities and Exchange Commission (the recommendation “SEC”) rules and regulations and shall use commercially reasonable efforts to solicit the approval of its stockholders of the Shareholder Approval and to cause its Board of Directors to recommend to the stockholders that they approve such proposal. If, despite the Company’s Board of Directors that such proposal be approvedefforts, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval is not obtained at the first special stockholder meeting, the Company shall call a cause an additional stockholder meeting every three months to be held semi-annually thereafter to seek Shareholder Approval until the earlier of (i) the date such Shareholder Approval is obtained or and (ii) the date on which none of the Notes are outstanding. For the avoidance of doubt, if the Company is required to and fails to obtain Shareholder Approval, the Exchange Cap shall be applicable for all purposes of this Agreement and the Warrants are no longer outstandingtransactions contemplated hereby at all times during the term of this Agreement. For purposes of this Agreement, “Shareholder Approval” means such approval as may be required by the applicable rules and regulations of the Principal Trading Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Loan Documents, including (a) the issuance of all of the Conversion Shares or Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date and (b) any subsequent issuance(s) of the Shares of Conversion Shares in excess of 19.99% of the issued and outstanding Common Stock as a consequence of any corporate action including the implementation of a reverse stock split.

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”), the The Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practicable date after the date hereof, but in no event later than seventy-five (75) after the Closing Date (as soon as reasonably practicable defined in the Placement Agency Agreement) (subject to postponement with the prior written consent of the Placement Agent) for the purpose of obtaining Shareholder Approval, if required to effect the purpose thereof, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval, and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided howeverofficers, that the obligations of the Company under clauses (i) and (ii) are directors subject to the Commission’s review Lock-Up Agreement (as defined in the Placement Agency Agreement) shall cast their proxies in favor of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely mannersuch proposal. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three (3) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of shareholders as aforesaid, obtain the written consent of a majority of its shareholders covering the Shareholder Approval so long as prior to seventy-five (75) days after the Closing Date, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Shareholder Approval shall have been filed with the Commission and delivered to shareholders of the Company.

Shareholder Approval. If it Shareholder Approval is required in order to permit consummate the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with transactions contemplated by the Transaction Documents (a) the Company’s Board of Directors (including Xxx Xxxxxx and Xxxx Xxxxxxx) shall take all lawful action to (i) cause a special meeting of its shareholders (the “Company Shareholder Meeting”) to be duly called and held as soon as practicable after the date hereof for the purpose of voting on the approval and adoption of the Transaction Documents and (ii) solicit proxies from its shareholders to obtain the required vote for the approval and adoption of this Agreement and the other Transaction Documents and any action necessary or desirable to effectuate the transactions contemplated hereby herein and therebytherein and (b) issued pursuant to this Agreement into each of Xxx Xxxxxx and Xxxx Xxxxxxx shall vote all shares of Common Stock over which they have voting control in accordance with applicable listing rules or any shareholder approval requirement favor of the Company’s principal Trading Market (approval and adoption of the “Shareholder Approval”), Transaction Documents and any action necessary or desirable to effectuate the transactions contemplated herein and therein. The Board of Directors of the Company shall (i) hold a special meeting of recommend that the shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, Company adopt this Agreement and the Company shall solicit proxies from its shareholders in connection therewith in other Transaction Documents and thereby approve the same manner as all other management proposals in such proxy statement transactions contemplated hereby and all management-appointed proxyholders shall vote their proxies in favor of such proposal thereby and (ii) file a definitive proxy statement take all lawful action (including the “Proxy Statement”solicitation of proxies) in connection with the foregoing as soon as reasonably practicableto solicit such adoption; provided provided, however, that the obligations Board of Directors may, at any time prior to the time of the Company under clauses (i) and (ii) are subject Shareholder Meeting, withdraw, modify or change any such recommendation to the Commission’s review extent that the Board of the Proxy Statement and the Company shall Directors’ determines in good faith, after consultation with outside legal counsel, that such repurchase would not be deemed to be in violation of this Section 4.17 if it responds consistent with its fiduciary duties to the CommissionCompany’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingshareholders under applicable Law.

Shareholder Approval. If it is required in order The Company shall provide each shareholder entitled to permit the conversion vote at a special or annual meeting of shareholders of the Notes or Company (the exercise “Shareholder Meeting”), which shall be called and held not later than six months following the Closing Date (the “Shareholder Meeting Deadline”), a proxy statement, containing a shareholder vote solicitation section, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (the “Resolutions”) providing for the issuance of all of the Warrants (or any other securities that may be issued under or Securities as described in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing law and the rules or any shareholder approval requirement and regulations of the Company’s principal Trading Principal Market or if not required by the Principal Market, in accordance with NASDAQ Marketplace Rule 4350(i) (such affirmative approval being referred to herein as the “Shareholder Approval” and the date such approval is obtained, the “Shareholder Approval Date”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall use its reasonable best efforts to solicit proxies from its shareholders in connection therewith in shareholders’ approval of the same manner as all other management proposals in such proxy statement Resolutions and all management-appointed proxyholders shall vote their proxies in favor to cause the Board of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations Directors of the Company under clauses (i) and (ii) are subject to recommend to the Commission’s review of shareholders that they approve the Proxy Statement and the Resolutions. The Company shall not be deemed obligated to be in violation of this Section 4.17 if it responds seek to obtain the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s reasonable best efforts, the Shareholder Approval is not obtained at the first special meetingShareholder Meeting, the Company shall call a meeting every three months thereafter cause an additional Shareholder Meeting to seek Shareholder Approval until be held in the earlier fourth calendar quarter of 2007 and, if the date Shareholder Approval is not obtained or at such additional Shareholder Meeting, the Notes Company shall use its reasonable best efforts to solicit its shareholders’ approval of the Resolutions and to cause the Warrants are no longer outstandingBoard of Directors of the Company to recommend to the shareholders that they approve the Resolutions at each regularly scheduled annual shareholder meeting held by the Company thereafter until such Shareholder Approval is obtained.

Shareholder Approval. If it is required in order to permit the conversion (a) Each of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby Seller and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”), the Company Buyer shall (i) hold call a special meeting of its shareholders (which may also to be at the annual meeting of shareholders) held as soon as reasonably practicable after the date the Form S-4 is declared effective by the SEC for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) requisite shareholder approvals required in connection with the foregoing Merger (including any meeting that occurs after any adjournment or postponement, each a “Shareholder Meeting”), on substantially the terms and conditions set forth in this Agreement, and shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable; . Except to the extent provided howeverotherwise in Section 6.9(b), each of the Seller Board and Buyer Board shall use its reasonable best efforts to obtain from its shareholders the shareholder vote approving the Merger, on substantially the terms and conditions set forth in this Agreement, required to consummate the transactions contemplated by this Agreement. The Seller Board and the Buyer Board have adopted resolutions approving the Merger and recommending its approval by their respective shareholders, on substantially the terms and conditions set forth in this Agreement, and directing that the obligations Merger, on such terms and conditions, be submitted to each of the Company under clauses its shareholders for their consideration. (b) Each of Buyer and Seller shall, and shall cause its respective Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such Party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated by this Agreement, and (ii) are subject to obtain (and to cooperate with the Commission’s review other Party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by Seller or Buyer or any of their respective Subsidiaries in connection with the Proxy Statement Merger and the Company shall not be deemed to be in violation of other transactions contemplated by this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingAgreement.

Shareholder Approval. If it The Company has inquired of officials at NYSE American whether certain provisions in the Warrants would require shareholder approval notwithstanding the fact that this offering is required in order intended to permit the conversion qualify as a “public offering” under Rule 713 of the Notes or NYSE American Company Guide. The Company has been informed by officials at NYSE American that if this transaction is deemed to be a public offering under the exercise rules of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any NYSE American, then shareholder approval requirement would not be required. However, NYSE American has not made a determination at this time as to whether this is or is not a public offering and may not make such determination prior to the effective date of this offering. Should NYSE American determine that this offering does or did not qualify as a “public offering” under the Company’s principal Trading Market rules of NYSE American, the alternative cashless exercise option in the Series A Warrants and certain anti-dilution provisions in the Series B Warrants would at such time and will thereafter not be effective until, and unless, the Company obtains the approval of its shareholders (the “Shareholder Approval”). Should NYSE American notify the Company that it has determined that this offering does or did not qualify as a “public offering” under the rules of NYSE American, no later than ninety (90) days following such notice, the Company shall (i) hold will use reasonable best efforts to obtain, at a special meeting of shareholders at which a quorum is present (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining “Shareholder Meeting”), such Shareholder Approval. In such an event, the Company will prepare and file with the Commission a proxy statement under Section 14 of the Securities Exchange Act of 1934, as amended, with the recommendation of Commission to be sent to the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in with the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement Shareholder Meeting (the “Proxy Statement”) ). Subject to the directors’ fiduciary duties, the Proxy Statement shall include the Board of Directors’ recommendation that the holders of the Common Shares vote in connection with favor of the foregoing Shareholder Approval. Each Purchaser agrees to furnish to the Company information concerning such Purchaser and its Affiliates as soon as the Company, on the advice of outside counsel, reasonably practicable; provided determines is necessary for the Proxy Statement, the Shareholder Meeting or any subsequent proxy solicitation, provided, however, that the obligations of the Company under clauses Purchasers shall not be obligated to provide (i) and any information subject to confidentiality, nondisclosure, or similar agreements or which cannot be disclosed under applicable law, (ii) are subject to personally identifiable information, (iii) information regarding the Commission’s review limited partners of such Purchaser and (iv) financial information that the Proxy Statement and the Company shall not be deemed Purchaser reasonably deems to be material to its business, as determined in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, good faith in a timely mannerits sole discretion. If the Company does not obtain Shareholder Approval at the first special meeting, the Company it shall call a meeting at least every three months ninety (90) days thereafter to seek Shareholder Approval until the earlier of the date on which such Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding.

Shareholder Approval. If it is required in order The Company shall provide each shareholder entitled to permit the conversion vote at a special or annual meeting of shareholders of the Notes or Company (the exercise "Shareholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than August 24, 2009 (the "Shareholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Buyers meeting the requirements of the Warrants laws of the British Virgin Islands after review by Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, not to exceed $7,500, soliciting each such shareholder's affirmative vote at the Shareholder Meeting for approval of resolutions (or any other securities that may be issued under or the "Resolutions") providing for the issuance of all of the Securities as described in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement law, the provisions of the Company’s principal Trading Articles of Association and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “"Shareholder Approval”)" and the date such approval is obtained, the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining "Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approvedApproval Date"), and the Company shall use its reasonable best efforts to solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor shareholders' approval of such proposal Resolutions and (ii) file a definitive proxy statement (to cause the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations Board of Directors of the Company under clauses (i) and (ii) are subject to recommend to the Commission’s review of shareholders that they approve the Proxy Statement and the Resolutions. The Company shall not be deemed obligated to be in violation of this Section 4.17 if it responds seek to obtain the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Shareholder Approval is not obtained at the first special meetingShareholder Meeting, the Company shall call a meeting every three months cause an additional Shareholder Meeting to be held each calendar quarter thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or obtained, unless all of the Notes and the Warrants are no longer outstandinghave been put to Xx. Xx pursuant to the Put Agreements for the Lu Conversion Shares and the Lu Warrant Shares, respectively.

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and therebya) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”), the Company Target shall (i) hold call a special meeting of its shareholders (which may also to be at the annual meeting of shareholders) held as soon as reasonably practicable after the date hereof for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) requisite shareholder approval required in connection with the foregoing Merger (including any meeting that occurs after any adjournment or postponement, the “Target Shareholder Meeting”), on substantially the terms and conditions set forth in this Agreement, and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable; . Except to the extent provided howeverotherwise in Section 6.9(b), the Target Board shall use its reasonable best efforts to obtain from its shareholders the shareholder vote approving the Merger, on substantially the terms and conditions set forth in this Agreement, required to consummate the transactions contemplated by this Agreement. Target shall submit this Agreement to its shareholders at the Target Shareholder Meeting even if the Target Board shall have withdrawn, modified or qualified its recommendation. The Target Board has adopted resolutions approving the Merger, on substantially the terms and conditions set forth in this Agreement, and directing that the obligations Merger, on such terms and conditions, be submitted to Target’s shareholders for their consideration. (b) Each of the Company under clauses Buyer and Target shall, and shall cause its respective Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such Party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated by this Agreement, and (ii) are subject to obtain (and to cooperate with the Commission’s review other Party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by Target or Buyer or any of their respective Subsidiaries in connection with the Proxy Statement Merger and the Company shall not be deemed to be in violation of other transactions contemplated by this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingAgreement.

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”), the The Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practicable date after the date hereof, but in no event later than seventy-five (75) after the Closing Date (as soon as reasonably practicable defined in the Underwriting Agreement) (subject to postponement with the prior written consent of the Underwriter) for the purpose of obtaining Shareholder Approval, if required to effect the purpose thereof, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval, and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided howeverofficers, that the obligations of the Company under clauses (i) and (ii) are directors subject to the Commission’s review Lock-Up Agreement (as defined in the Underwriting Agreement) shall cast their proxies in favor of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely mannersuch proposal. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three (3) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of shareholders as aforesaid, obtain the written consent of a majority of its shareholders covering the Shareholder Approval so long as prior to seventy-five (75) days after the Closing Date, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Shareholder Approval shall have been filed with the Commission and delivered to shareholders of the Company.

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”), the The Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably at the earliest practicable date after the date hereof, but in no event later than forty (40) days after the Closing Date for the purpose of obtaining Shareholder ApprovalApproval (as defined below), if required to effect the purpose thereof, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval, and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided howeverofficers, that the obligations of the Company under clauses (i) directors, and (ii) are shareholders subject to the Commission’s review Lock-Up Agreement shall cast their proxies in favor of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely mannersuch proposal. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three (3) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Common Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of shareholders as aforesaid, obtain the written consent of a majority of its shareholders covering the Shareholder Approval so long as prior to thirty (30) days after the Closing Date, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Shareholder Approval shall have been filed with the SEC and delivered to shareholders of the Company.

Shareholder Approval. (1) If it is required under applicable Nasdaq regulations, the Company shall use its best efforts to obtain as soon as possible but in order to permit no event later than 90 days following the conversion date of the Notes Loan Agreement or 120 days in the exercise event the proxy materials shall be reviewed by the Commission, shareholder approval of the Warrants issuance of the Underlying Shares (or any other securities that the "SHAREHOLDER PROPOSAL"), which approval shall meet the requirements of Nasdaq's Rule 4350(i) of Nasdaq set forth in the NASD Manual (the "SHAREHOLDER APPROVAL DATE"). (2) As soon as practicable following the date of the Loan Agreement, but in no event more than 30 days following the date of the Loan Agreement, the Company shall prepare and file with the Commission proxy materials calling a special meeting (the "SPECIAL MEETING") of its shareholders seeking approval of the Shareholder Proposal. The Company shall use its reasonable best efforts to cause such proxy materials to reach the "no further comment" stage as soon as possible (the "CLEARANCE DATE") and to hold the Special Meeting as soon as possible following the Clearance Date, but in no event later than 45 days following the Clearance Date. (3) The Board of Directors shall recommend approval thereof by the Company's shareholders. The Company shall mail and distribute its proxy materials for the Special Meeting to its shareholders at least 30 days prior to the date of the Special Meeting and shall actively solicit proxies to vote for the Shareholder Proposal. The Company shall provide the Holders an opportunity to review and comment on such proxy materials by providing (which may be issued under or in connection by e-mail) copies of such proxy materials and any revised preliminary proxy materials to the Holders at least three (3) days prior to their filing with the Transaction Documents Commission. The Company shall provide the Holders (which may be by e-mail) copies of all correspondence from or to the transactions contemplated hereby Commission or its staff concerning the proxy materials for the Special Meeting promptly after the same is sent or received by the Company and thereby) issued pursuant to this Agreement into shares summaries of Common Stock in accordance with applicable listing rules or any shareholder approval requirement comments of the Company’s principal Trading Market (Commission's staff which the “Shareholder Approval”), the Company receives orally promptly after receiving such oral comments. The Company shall (i) hold a special meeting of shareholders furnish to the Holders and their counsel (which may also be at the annual meeting by e-mail) a copy of shareholders) as soon as reasonably practicable its definitive proxy materials for the purpose of obtaining Shareholder ApprovalSpecial Meeting and any amendments or supplements thereto promptly after the same are first used, mailed to shareholders or filed with the recommendation of the Company’s Board of Directors that such proposal be approvedCommission, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (inform the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations Holders of the Company under clauses (i) progress of solicitation of proxies for such meeting and (iiiii) are subject to inform the Commission’s review Holders of any adjournment of the Proxy Statement Special Meeting and shall report the Company shall not be deemed to be in violation result of this Section 4.17 if it responds to the Commission’s comments vote of shareholders on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval Proposal at the first special meetingconclusion of the Special Meeting. (4) If for any reason the Shareholder Proposal is not approved at the Special Meeting, the Company will take such additional acts or actions as are necessary to hold an additional Special Meeting to consider the Shareholder Proposal and in conjunction therewith shall call hire a meeting every three months thereafter nationally recognized proxy solicitation firm, selected by the Holders which is reasonably satisfactory to seek the Company, to assist it in obtaining the necessary shareholder votes to approve the Shareholder Approval until the earlier Proposal. The Company shall bear all costs and expenses of the date Shareholder Approval is obtained or preparation and filing of any and all proxy materials and Special Meetings, including but not limited to the Notes costs and expenses of the Warrants are no longer outstandingproxy solicitation firm if needed.

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents this Agreement or the transactions contemplated hereby and therebyhereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules of The Nasdaq Capital Market or any shareholder approval requirement of the Company’s principal Trading Market Nasdaq (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 4.16 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding.

Shareholder Approval. If it is required in (a) In order to permit consummate the conversion Mergers, the Company, acting through its Board of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock Directors, shall, in accordance with applicable listing rules or any shareholder approval requirement law, and subject to Section 6.4: (i) furnish a copy of the Company’s principal Trading Market (Proxy Statement/Prospectus to each of its shareholders as promptly as practicable after the “Shareholder Approval”)Registration Statement has become effective with the SEC; provided, however, that the Company shall not mail any Proxy Statement/Prospectus, or any amendment or supplement thereto, to which FACO reasonably objects; (iii) promptly and duly call, give notice of, convene and hold a special meeting of its shareholders (which may also be at the annual meeting of shareholders“Company Shareholders Meeting”) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with voting upon this Agreement and the recommendation of the Company’s Board of Directors that such proposal be approved, Mergers and the Company agrees that this Agreement and the Mergers shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in be submitted at such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicableCompany Shareholders Meeting; provided provided, however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company Shareholders Meeting shall not be deemed to be in violation of this Section 4.17 if it responds to held on a day earlier than the Commission’s comments on day that is twenty (20) Business Days after the Proxy Statement, if any, in a timely manner. If /Prospectus has been delivered to the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier shareholders of the Company; and (iii) use its reasonable best efforts to obtain the necessary approval of the Mergers by its shareholders. (b) FACO shall, and shall cause its Subsidiaries to, vote or cause to be voted all the shares of Company Common Stock owned of record by FACO or any Subsidiary thereof in favor of the approval of the Mergers and adoption of this Agreement. After the date Shareholder Approval is obtained hereof and prior to the termination of this Agreement, FACO shall not, and shall cause its Subsidiaries and affiliates not to, purchase, offer to purchase, or enter into any contract, agreement or understanding regarding the Notes and purchase of shares of Company Common Stock, except pursuant to the Warrants are no longer outstandingterms of this Agreement.

Shareholder Approval. If it is required in order to permit The Company shall file with the conversion SEC and provide each shareholder of the Notes or Company with an information statement complying with the exercise requirements of the Warrants (or any other securities Exchange Act and substantially in the form that may be issued under or in connection with has been previously reviewed and approved by Steelhead and Xxxxxxx Xxxx & Xxxxx LLP at the Transaction Documents or expense of the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares Company informing such shareholders of Common Stock the actions taken in accordance with applicable listing rules or any shareholder approval requirement the Resolutions and of the Company’s principal Trading Market Shareholder Approval. In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each shareholder entitled to vote at a special or annual meeting of shareholders of the Company (the “Shareholder ApprovalMeeting”), which initially shall be promptly called and held not later than (x) in the Company shall event the applicable proxy statement is not reviewed by the SEC, April 15, 2006 and (iy) hold otherwise, July 31, 2006 (the “Shareholder Meeting Deadline” and the actual date of such meeting, the “Shareholder Meeting Date”), a special meeting proxy statement, substantially in the form which has been previously reviewed and approved by the Buyers and one counsel of shareholders (which may also be their choice at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation expense of the Company, soliciting each such shareholder’s Board affirmative vote at the Shareholder Meeting for Shareholder Approval of Directors that the Resolutions (the date such proposal be approvedapproval is obtained, the “Shareholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations shareholders’ approval of the Company under clauses (i) Resolutions and (ii) are subject to cause the Board to recommend to the Commission’s review of shareholders that they approve the Proxy Statement and the Resolutions. The Company shall be obligated to seek to obtain such Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s best efforts the Shareholder Approval is not be deemed to be in violation of this Section 4.17 if it responds obtained on or prior to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meetingMeeting Deadline, the Company shall call a meeting every three months cause an additional Shareholder Meeting to be held each calendar quarter thereafter (or such longer period as is necessary to seek Shareholder Approval the extent of SEC comments on any proxy statement) until the earlier of the date such Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingobtained.

Shareholder Approval. If it is required in order The Company shall seek to permit obtain shareholder approval for the conversion Company's issuance of the Notes or warrants herein by either (i) obtaining the exercise written consent of the Warrants (or any other securities that may be issued under or in connection with holders of a majority of the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement common stock of the Company’s principal Trading Market ; (ii) by holding a meeting of the shareholders of the Company; or (iii) any other valid method of obtaining such shareholder approval (receipt of shareholder approval by any such methods shall be referred to as the “Shareholder Approval”), . If the Company shall (i) hold conduct a special shareholder meeting to obtain Shareholder Approval, then the Company shall provide each shareholder entitled to vote at such meeting of shareholders of the Company (the "Shareholder Meeting"), which may also shall be called and held no later than September 30, 2014 (the "Shareholder Meeting Deadline"), a proxy statement meeting the requirements of Section 14 of the Securities Exchange Act of 1934, as amended, and the related rules and regulations promulgated thereunder (the "Proxy Statement") soliciting each such shareholder's affirmative vote at the annual meeting Shareholder Meeting for approval of shareholders) as soon as reasonably practicable for resolutions approving the purpose of obtaining Shareholder Approval, with the recommendation Company's issuance of the warrants herein, in accordance with applicable law, the rules and regulations of the NASDAQ Stock Market, the Company’s Board of Directors that such proposal be approved's bylaws and the Delaware General Corporation Law, and the Company shall use its reasonable best efforts to solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor shareholders' approval of such proposal resolutions and (ii) file a definitive proxy statement (to cause the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations board of directors of the Company under clauses (i) and (ii) are subject to recommend to the Commission’s review of shareholders that they approve such resolutions. If, despite the Proxy Statement and Company's best efforts, Shareholder Approval is not obtained on or prior to the Shareholder Meeting Deadline, the Company shall cause an additional Shareholder Meeting to be held every three (3) months thereafter until such Shareholder Approval is obtained. If, despite the Company's best efforts, Shareholder Approval is not obtained on or prior to the date that is one year after the Shareholder Meeting Deadline, the Company shall not be deemed thereafter have any obligation to be in violation of this Section 4.17 if it responds continue to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not try to obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingsuch approval.

Shareholder Approval. If it is required (a) As soon as practicable following the execution of this Agreement, the Company, acting through its Board of Directors, shall in order accordance with applicable law, and subject to permit the conversion fiduciary duties of the Notes or Board of Directors under applicable law as advised by outside counsel, take all steps necessary duly to call, set a record date for, give notice of, convene and hold a meeting of its shareholders for the exercise purpose of voting upon the adoption and approval of this Agreement and the Merger and the other transactions contemplated hereby. (b) The Company will, as promptly as practicable, prepare and file a Proxy Statement with the SEC, and shall use all reasonable efforts to obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its shareholders in accordance with the provisions of the Warrants MBCA. Subject to their fiduciary duties under applicable law as advised by outside counsel, the Board of Directors and the Special Committee will (or any other securities that may be issued under or in connection with i) recommend to shareholders of the Transaction Documents or Company the adoption and approval of this Agreement and the transactions contemplated hereby and thereby) issued pursuant the other matters to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that submitted to such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (ii)solicit proxies for the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations necessary approvals by such shareholders of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement this Agreement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes Merger and the Warrants are no longer outstandingother transactions contemplated hereby.

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”), the The Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably at the earliest practicable date after the date hereof, but in no event later than forty five (45) days after the Closing Date for the purpose of obtaining Shareholder ApprovalApproval (as defined below), if required to effect the purpose thereof, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval, and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided howeverofficers, that the obligations of the Company under clauses (i) directors, and (ii) are shareholders subject to the Commission’s review Lock-Up Agreement shall cast their proxies in favor of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely mannersuch proposal. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three (3) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Common Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of shareholders as aforesaid, obtain the written consent of a majority of its shareholders covering the Shareholder Approval so long as prior to forty five (45) days after the Closing Date, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Shareholder Approval shall have been filed with the SEC and delivered to shareholders of the Company.

Shareholder Approval. If it Unless and until the applicable Alternative Condition (as defined below) is satisfied for a Shareholder Proposal (as defined below), the Company will use its reasonable efforts to (a) promptly (but not later than 60 days) following the Closing, prepare in proper form and file with the SEC a proxy statement on Schedule 14A ("Proxy Statement") for use in soliciting proxies for the approval by the shareholders of the Company of such Shareholder Proposal, (b) duly call, give notice of and convene a special meeting of its shareholders, as soon as practicable, but not later than 40 days after the Proxy Statement is cleared by the SEC, for purposes of obtaining shareholder approval of such Shareholder Proposal, and (c) have the Proxy Statement cleared by the SEC and to obtain such shareholder approval. The term "Shareholder Proposals" shall mean each of (i) a proposal to amend the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least 200 million shares, and (ii) a proposal to approve the issuance of the Conversion Shares upon conversion of the Series 3-A Preferred Stock and exercise of the Warrants. The "Alternative Condition" shall be satisfied with respect to a Shareholder Proposal if the Company has determined not to seek approval of such proposal and the Company has received an opinion of counsel, which has not been withdrawn, to the effect that (I) the approval that is not being sought is not required in order for the Company to permit issue shares of Common Stock upon the conversion of the Notes or Series 3-A Preferred Stock pursuant to Article VII of the Certificate of Designation and upon the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into the terms of the Warrants, (II) such shares of Common Stock in accordance with applicable listing Stock, upon issuance will be fully paid, validly issued and nonassessable, and (III) such issuance would not violate the rules or regulations of any shareholder approval requirement securities exchange or market on which any of the Company’s principal Trading Market (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) 's securities are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statementthen listed, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding.

Shareholder Approval. If it is required in order to permit (a) For the conversion purpose of obtaining the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Requisite Shareholder Approval”), as soon as practicable following the execution and delivery of this Agreement, but in any event no later than three (3) Business Days thereafter, the Company shall (i) hold a special call an extraordinary general meeting of shareholders all Shareholders listed in Schedule B for the purpose of considering, and if thought fit, or (which may also be at ii) solicit a unanimous written resolution of all Shareholders listed in Schedule B for the annual meeting purpose of, adopting this Agreement and the Plan of shareholdersMerger and approving the Resolutions. (b) as soon as reasonably practicable In connection with the solicitation of consent for the purpose of obtaining the Requisite Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call furnish to Purchaser, as soon as practicable upon the delivery and effectiveness of the Resolutions, a meeting every three months thereafter copy of the Resolutions. (c) As soon as reasonably practicable following the date of this Agreement, but in no event later than thirty (30) days following the date of this Agreement, the Company will seek shareholder approval, in accordance with Section 280G(b)(5)(B) of the Code, of the right of any “disqualified individual” to seek receive or retain any payments or benefits that would, in the absence of such shareholder approval, constitute “excess parachute payments” within the meaning of Section 280G of the Code (any such approval, to the extent obtained in a manner which satisfied all applicable requirements of Section 280G(b)(5)(B) of the Code and the regulations issued thereunder, referred to herein as the “280G Shareholder Approval until Approval”). At least one (1) day prior to seeking such approval, the earlier Company shall use its reasonable best efforts to seek, obtain and deliver to Purchaser parachute payment waivers from each Person who is a “disqualified individual” (such Persons (as of the date Shareholder Approval is obtained hereof) being set forth in Section 2.16(1) of the Company Disclosure Schedule) such that unless such payments or benefits are approved by the Shareholders to the extent and in the manner prescribed under Section 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the regulations issued thereunder, such payments or benefits shall not be paid or provided and neither the intended recipients nor any other Person shall have any right or entitlement with respect thereto. The Company shall provide copies of any parachute payment waivers, information statements and voting materials related to the shareholder approval described in this Section 4.4(c) to Purchaser reasonably in advance of, but in no event later than five (5) days prior to, distribution to the Shareholders or the Notes “disqualified individuals”, as applicable, and Purchaser shall be provided with a reasonable opportunity to comment thereon. Notwithstanding anything herein to the Warrants are no longer outstandingcontrary, including but not limited to any actions or failure to act which would be permitted under Section 4.1 (Conduct of Business of the Company) or Section 4.2 (Restrictions on Conduct of Business of the Company), neither the Company nor its Subsidiaries shall take any action (or permit or cause to be taken any action) that could or would reasonably be expected to invalidate the 280G Shareholder Approval, if obtained.

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and therebya) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as As soon as reasonably practicable following the date of this Agreement, AEL shall take all action necessary in accordance with the Exchange Act, the BCL and its Articles of Incorporation and Bylaws to call a meeting (the "Meeting") of its shareholders to seek Shareholder Approval and for such other purposes as may be appropriate. The Long Range Planning Committee shall, subject to its fiduciary duties, recommend without qualification that AEL's shareholders vote for the purpose Proposal. The Long Range Planning Committee shall, subject to its fiduciary duties, solicit shareholder proxies with the intention of obtaining Shareholder Approval. (b) Promptly following the date of this Agreement, AEL shall prepare and file with the recommendation SEC under the Exchange Act and the rules and regulations promulgated by the SEC thereunder, a preliminary draft of the Company’s Board Proxy Statement. AEL, Buyer and Sub shall cooperate fully with each other in the preparation and filing of Directors that such proposal the Proxy Statement and any amendments and supplements thereto. The Proxy Statement shall not be approvedfiled, and the Company no amendment or supplement thereto shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement be made by AEL, without Buyer's and all management-appointed proxyholders Sub's prior approval which shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject not be unreasonably delayed or withheld. AEL will use reasonable efforts to the Commission’s seek prompt review of the Proxy Statement and by the Company SEC. As soon as reasonably practicable following the date of this Agreement, AEL shall not be deemed cause to be mailed a definitive Proxy Statement to its shareholders promptly following completion of any review by, or in violation the absence of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meetingsuch review, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until termination of any applicable waiting period of, the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingSEC.

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in In accordance with applicable listing rules or any shareholder approval requirement Seller’s articles of the Company’s principal Trading Market incorporation (the “Shareholder ApprovalArticles”)) and bylaws, the Company Seller shall (i) call and hold a special meeting of its shareholders (which may also be at the annual meeting of shareholders) as soon promptly as reasonably practicable for the purpose of obtaining Shareholder Approvalvoting upon the approval of this Agreement and the transactions contemplated hereby, and Seller shall use its best efforts to hold such shareholder meeting as promptly as practicable after the date on which the Proxy Statement is cleared by the SEC. As promptly as practicable after the date of this Agreement, Seller shall prepare and file with the recommendation of the Company’s Board of Directors that such proposal be approvedSEC, and shall use all commercially reasonable efforts to have cleared by the Company SEC, and promptly thereafter shall solicit proxies from its shareholders mail to Seller’s shareholders, a proxy statement meeting the requirements of Schedule 14A under the Exchange Act (including any preliminary versions thereof, any amendments thereto and any schedules required to be filed in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (iitherewith) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, meeting of Seller’s shareholders to consider this Agreement (the “Seller Shareholders’ Meeting”). Unless the Company and Seller terminate this Agreement pursuant to Section 9.1(c) or 9.1(f) or the Board of Directors of Seller otherwise determines that the obligations it may need to change or modify its recommendation of the Company under clauses (i) approval and (ii) are subject adoption of this Agreement and the transactions contemplated hereby to the CommissionCompany’s review shareholders in order to comply with its fiduciary obligations under applicable laws, Seller shall recommend approval and adoption of this Agreement and the transactions contemplated hereby by its stockholders and include in the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingsuch recommendation.

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”), the Company shall (i) hold The Company agrees to cause a special meeting of shareholders of the Company (which may also the "Shareholder Meeting") to be at the annual meeting of shareholders) duly called and held as soon as reasonably practicable after the date of this Agreement for the purpose of obtaining Shareholder Approval, voting by holders of Company Shares on the approval of the Merger. In connection with the recommendation call and conduct of, and all other matters relating to, the Shareholder Meeting (including the solicitation of appointments of proxies), the Company will comply in all Material respects with all provisions of applicable Law and with its articles of incorporation and bylaws. (ii) The Company will solicit appointments of proxies from its shareholders for use at the Shareholder Meeting and, in connection with that solicitation, it will distribute the Proxy Statement and other proxy solicitation materials. The Company will mail the Proxy Statement and other proxy solicitation materials to holders of Company Shares as of a date mutually agreed upon by the Company’s Board of Directors , the Parent and the Buyer; provided, however, that no such proposal materials shall be approvedmailed unless and until the Proxy Statement has been filed with the FDIC, the review period under applicable Law has expired, and the Company shall solicit proxies from its shareholders in connection therewith has satisfactorily resolved any comments of the FDIC on the Proxy solicitation. (iii) Except in the same manner circumstances described in Section 6.1(c), and provided that the Parent and the Buyer are then in compliance with their obligations under this Agreement, the Company covenants that its directors, individually and collectively as all other management proposals in such proxy statement and all management-appointed proxyholders shall the Company's Board of Directors, will recommend to holders of Company Shares that they vote their proxies Company Shares at the Shareholder Meeting in favor of such proposal ratification and (ii) file a definitive proxy statement (approval of this Agreement and the “Merger, and the Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, Statement will so indicate and state that the obligations Company's Board of Directors considers the Merger to be advisable and in the best interests of the Company under clauses (i) and (ii) are subject to the Commission’s review holders of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingShares.

Shareholder Approval. If it In the event the Company is required in order to permit the conversion of the Notes or the exercise of the Warrants (or prohibited from issuing any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock pursuant to Section 4.18(a) (an “Exchange Cap Share Failure”), then the Company shall, at the first regularly scheduled annual meeting of its stockholders (for which no definitive proxy statement has been filed as of such Exchange Cap Share Failure) following the date of occurrence of such Exchange Cap Share Failure, but in accordance with applicable listing rules or any shareholder approval requirement of no event later than one hundred and twenty (120) calendar days thereafter, seek the Company’s principal Trading Market (the “Shareholder Approval”); provided that, if the next regularly scheduled annual meeting is not within one hundred and twenty (120) calendar days from such Exchange Cap Share Failure, the Company shall (i) hold a special meeting of shareholders (which may also be at its stockholders as needed to seek the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval. In connection with such meeting and any subsequent stockholder meetings, the Company shall provide each stockholder with a proxy statement in compliance with applicable SEC rules and regulations and shall use commercially reasonable efforts to solicit the recommendation approval of its stockholders of the Shareholder Approval and to cause its board of directors to recommend to the stockholders that they approve such proposal. If, despite the Company’s Board of Directors that such proposal be approvedcommercially reasonable, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval is not obtained at the first special stockholder meeting, the Company shall call a cause an additional stockholder meeting every three months to be held semi-annually thereafter to seek Shareholder Approval until the earlier of (i) the date such Shareholder Approval is obtained or and (ii) the date on which none of the Notes and the Warrants are no longer outstanding. For the avoidance of doubt, if the Company is required to and fails to obtain Shareholder Approval, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement.

Shareholder Approval. If it In the event the Company is required in order to permit the conversion of the Notes or the exercise of the Warrants (or prohibited from issuing any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market pursuant to Section 2.12(a) above (the an “Shareholder ApprovalExchange Cap Share Failure”), then the Company shall, as soon as practicable after the date of occurrence of such Exchange Cap Share Failure, but in no event later than ninety (90) days thereafter, the Company shall (i) hold a special meeting of shareholders (which may also be at its stockholders to seek the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval. In connection with such meeting and any subsequent stockholder meetings, the Company shall provide each stockholder with a proxy statement in compliance with applicable Securities and Exchange Commission (the recommendation “SEC”) rules and regulations and shall use commercially reasonable efforts to solicit the approval of its stockholders of the Shareholder Approval and to cause its Board of Directors to recommend to the stockholders that they approve such proposal. If, despite the Company’s Board of Directors that such proposal be approvedefforts, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval is not obtained at the first special stockholder meeting, the Company shall call a cause an additional stockholder meeting every three months to be held semi-annually thereafter to seek Shareholder Approval until the earlier of (i) the date such Shareholder Approval is obtained or and (ii) the Notes and date on which the Warrants are Note is no longer outstanding. For the avoidance of doubt, if the Company is required to and fails to obtain Shareholder Approval, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement. For purposes of this Agreement, “Shareholder Approval” means such approval as may be required by the applicable rules and regulations of the Principal Trading Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Loan Documents, including (a) the issuance of all of the Conversion Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date and (b) any subsequent issuance(s) of Conversion Shares in excess of 19.99% of the issued and outstanding Common Stock as a consequence of any corporate action including the implementation of a reverse stock split.

Shareholder Approval. If it is required in order to permit The Company shall, at the conversion of earliest practicable date, hold the Notes or the exercise of the Warrants (or any other securities that may be issued under or in Shareholder Meeting. In connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of Shareholder Meeting, the Company’s principal Trading Market (the “Shareholder Approval”), the Company board of directors shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of recommend to the Company’s Board shareholders approval of Directors the Holding Company Merger; provided, however, that in the event of the receipt by the Company or any of its subsidiaries of an Acquisition Proposal and (x) the Company’s board of directors has concluded in good faith that such proposal be approvedAcquisition Proposal constitutes a Superior Proposal, (y) neither the Company nor any of its subsidiaries or any of the respective Affiliates, representatives, advisers or agents of the Company and its subsidiaries solicited, initiated or encouraged such Acquisition Proposal, and (z) the Company’s board of directors shall have determined in good faith, based upon the written advice of outside counsel reasonably acceptable to the Buyer, that continuing to recommend the Holding Company shall solicit proxies from Merger to the Company’s shareholders would violate the directors’ fiduciary duties under applicable Law, then in submitting the Holding Company Merger to the Company’s shareholders for a vote, the Company’s board of directors may submit the Holding Company Merger without recommendation, in which event the Company’s board of directors may communicate the basis for its lack of a recommendation to the Company’s shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and Proxy Statement (ii) file a definitive proxy statement (or an appropriate amendment or supplement thereto, to the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicableextent required by Law); provided provided, further, however, that the obligations Company may not take any actions under this sentence until after giving the Buyer at least five Business Days notice to respond to such Acquisition Proposal (and after giving the Buyer at least five Business Days notice of the Company under clauses (ilatest Material terms and conditions comprising such Acquisition Proposal) and (ii) are subject then taking into account any amendment or modification to this Agreement proposed by the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingBuyer.

Shareholder Approval. If Solely in the event that the Company determines that it is required in order to permit the conversion of the Notes or the full exercise of the Additional Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Principal Market (the “"Shareholder Approval”"), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable and in no event later than May 31, 2016, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s 's Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely mannerproposal. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three (3) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the New Notes and the Warrants are no longer outstanding. Each Holder further agrees that it shall not be entitled to vote the shares of Common Stock of the Company issuable to it pursuant to the terms of this Agreement, including pursuant to the exercise of any Additional Warrants, at any meeting of the Company's stockholders convened to vote on a proposal to enable the Company to issue the Underlying Shares in excess of 15.1% of the issued and outstanding Common Stock of the Company.

Shareholder Approval. If Solely in the event that the Company determines that it is required in order to permit the full conversion of the Notes or the exercise of the Warrants New Note (or any other securities that may be issued under or including in connection with the Transaction Documents payment of interest thereon) or the transactions contemplated hereby and thereby) full exercise of the Additional Warrants issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Principal Market (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable and in no event later than May 31, 2016, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely mannerproposal. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three (3) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the New Notes and the Warrants are no longer outstanding. Each Holder further agrees that it shall not be entitled to vote the shares of Common Stock of the Company issuable to it pursuant to the terms of this Agreement, including pursuant to the conversion of the New Note or exercise of any Additional Warrants, at any meeting of the Company’s stockholders convened to vote on a proposal to enable the Company to issue the Underlying Shares in excess of 15.1% of the issued and outstanding Common Stock of the Company.

Shareholder Approval. If it is required At the next meeting of shareholders the Company, but in order any event no later than May 30, 2024, the Company shall: (i) submit a proposal to permit the shareholders to obtain shareholder approval with respect to the transactions contemplated by this Agreement, including the issuance of all of the Common Stock upon conversion of the Notes or the and exercise of the Warrants (or any other securities as contemplated hereunder that may be would result in the issuance of more than 19.99% of the issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into outstanding shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of on the Company’s principal Trading Market date hereof (the “Shareholder Approval”), ; (ii) include in the Company shall (i) hold a special meeting public disclosures of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with Approval the recommendation of the Company’s Board of Directors that such proposal the Shareholder Approval be approved, ; and the Company shall (iii) solicit proxies from its shareholders to approve the Shareholder Approval in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders proxy holders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the proposal. The Company shall not be deemed use its best efforts to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely mannerobtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting seek Shareholder Approval every three months thereafter to seek Shareholder Approval and at every subsequent meeting of the shareholders until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants issuable pursuant to this Agreement are no longer outstanding.. Prior to obtaining Shareholder Approval, the Company shall be able to issue to each Purchaser the number of Common Stock as set forth on Schedule A. The Company shall have the shareholders set forth on Schedule B execute the Voting Agreement and Irrevocable Proxy annexed hereto as Exhibit A.

Shareholder Approval. If it is required in order to permit The Company shall, at the conversion of earliest practicable date, hold the Notes or the exercise of the Warrants (or any other securities that may be issued under or in Shareholder Meeting. In connection with the Transaction Documents or Shareholder Meeting, the transactions contemplated hereby and thereby) issued pursuant Company's board of directors shall recommend to this Agreement into shares the Company's shareholders approval of Common Stock the Holding Company Merger; provided, however, that in accordance with applicable listing rules the event of the receipt by the Company or any shareholder approval requirement of its subsidiaries of an Acquisition Proposal and (x) the Company's board of directors has concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal, (y) neither the Company nor any of its subsidiaries or any of the respective Affiliates, representatives, advisers or agents of the Company and its subsidiaries solicited, initiated or encouraged such Acquisition Proposal, and (z) the Company’s principal Trading Market ('s board of directors shall have determined in good faith, based upon the “Shareholder Approval”)written advice of outside counsel reasonably acceptable to the Buyer, that continuing to recommend the Holding Company Merger to the Company's shareholders would violate the directors' fiduciary duties under applicable Law, then in submitting the Holding Company Merger to the Company's shareholders for a vote, the Company's board of directors may submit the Holding Company shall (i) hold a special meeting of shareholders (Merger without recommendation, in which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of event the Company’s Board 's board of Directors that such proposal be approved, and directors may communicate the Company shall solicit proxies from basis for its lack of a recommendation to the Company's shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and Proxy Statement (ii) file a definitive proxy statement (or an appropriate amendment or supplement thereto, to the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicableextent required by Law); provided provided, further, however, that the obligations Company may not take any actions under this sentence until after giving the Buyer at least five Business Days notice to respond to such Acquisition Proposal (and after giving the Buyer at least five Business Days notice of the Company under clauses (ilatest Material terms and conditions comprising such Acquisition Proposal) and (ii) are subject then taking into account any amendment or modification to this Agreement proposed by the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingBuyer.

Shareholder Approval. If it is required in order to permit the full conversion of the Notes Shares and/ or the full exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules of The Nasdaq Capital Market or any shareholder approval requirement of the Company’s principal Trading Market Nasdaq (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable practicable, but no later than the three (3) month anniversary of the Closing, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicableno later than fifteen days following the Closing; provided however, that the timing obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 4.8 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding.

Shareholder Approval. If it is required NGAS shall provide each shareholder entitled to vote at a special or annual meeting of shareholders of NGAS (the “Shareholder Meeting”), which shall be promptly called and held not later than June 30, 2010 (the “Shareholder Meeting Deadline”), a proxy statement, substantially in order to permit the conversion form which has been previously reviewed by the Holder and a counsel of its choice, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions providing for NGAS’s issuance of all of the Notes or Securities as described in the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Exchange Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing law and the rules or any shareholder approval requirement and regulations of the Company’s principal Trading Principal Market (such affirmative approval being referred to herein as the “Shareholder Approval”), the Company and NGAS shall (i) hold a special meeting use its best efforts to solicit its shareholders’ approval of shareholders such resolutions (which may also be at best efforts shall include, without limitation, the annual meeting of shareholdersrequirement to hire a reputable proxy solicitor) as soon as reasonably practicable for and to cause the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors of NGAS to recommend to the shareholders that they approve such proposal resolutions. NGAS shall be approvedobligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite NGAS’s best efforts the Shareholder Approval is not obtained on or prior to the Shareholder Meeting Deadline, NGAS shall cause two additional Shareholder Meetings to be held each calendar year thereafter until such Shareholder Approval is obtained. NGAS shall reimburse the Holder for the fees and the Company shall solicit proxies from disbursements of its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) legal counsel in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company above mentioned proxy statement(s), which amount shall not be deemed limited to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding$15,000.

Shareholder Approval. If Solely in the event that the Company determines that it is required in order to permit the conversion of the Notes or the full exercise of the Additional Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Principal Market (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable and in no event later than May 31, 2016, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely mannerproposal. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three (3) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the New Notes and the Warrants are no longer outstanding. Each Holder further agrees that it shall not be entitled to vote the shares of Common Stock of the Company issuable to it pursuant to the terms of this Agreement, including pursuant to the exercise of any Additional Warrants, at any meeting of the Company’s stockholders convened to vote on a proposal to enable the Company to issue the Underlying Shares in excess of 15.1% of the issued and outstanding Common Stock of the Company.

Shareholder Approval. If it is required As promptly as practicable after the date of this Agreement, and to the extent not performed prior to the date hereof, the Seller shall prepare a proxy statement with respect to the convening of a general meeting of shareholders for purposes of approving this Agreement, the Transactions, appointing an external director, appointing an audit committee and each other matter that may be necessary or desirable in order to permit facilitate the conversion consummation of each of the Notes or the exercise of the Warrants Transactions (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (collectively, the “Shareholder ApprovalApprovals”), the Company shall (i) hold all as set forth in a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement in a form to be agreed upon by the Seller and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement Purchaser Sub (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses ). The Seller shall: (i) cause the Proxy Statement to comply with applicable legal requirements; (ii) provide the Purchaser Sub with a reasonable opportunity to review and comment on any draft of the Proxy Statement, and include in the Proxy Statement all changes reasonably proposed by the Company; (iii) promptly cause the Proxy Statement to be submitted to the SEC on a Form 6-K, to the extent required under applicable law; and (iv) cause the Proxy Statement to be mailed to the Seller’s shareholders as promptly as practicable following the date of this Agreement. If any event relating to the Seller occurs, or if the Seller becomes aware of any information, that should be disclosed in a supplement to the Proxy Statement, then the Seller shall promptly inform the Company of such event or information and shall, in accordance with the procedures set forth above, (i) prepare and submit to the SEC a Form 6-K that shall include such amendment or supplement as soon thereafter as is reasonably practicable, to the extent required under applicable law, and (ii) are subject if appropriate, cause such supplement to be mailed to the Commission’s review shareholders of the Proxy Statement and Seller or otherwise inform the Company shall not be deemed to be in violation Seller’s shareholders of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingsuch events.

Shareholder Approval. If it is required in order The Company shall provide each shareholder entitled to permit vote at the conversion next special or annual meeting of shareholders of the Notes or Company (the exercise "Shareholder Meeting"), which shall be promptly called and held not later than seventy-five (75) calendar days after the Closing Date (the "Shareholder Meeting Deadline"), a proxy statement, substantially in the form which has been previously reviewed by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP, at the expense of the Warrants (or any other securities that may be issued under or Company, soliciting each such shareholder's affirmative vote at the Shareholder Meeting for approval of resolutions providing for the Company's issuance of all of the Securities as described in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing law and the rules or any shareholder approval requirement and regulations of the Company’s principal Trading Principal Market without giving effect to the Exchange Cap provisions set forth in the Notes and without giving effect to the Exercise Floor Price as set forth in the Warrants 1 (such affirmative approvals being referred to herein as the “"Shareholder Approval”"), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall use its reasonable best efforts to solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor shareholders' approval of such proposal resolutions and (ii) file a definitive proxy statement (to cause the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations Board of Directors of the Company under clauses (i) and (ii) are subject to recommend to the Commission’s review of the Proxy Statement and the shareholders that they approve such resolutions. The Company shall be obligated to use its reasonable best efforts to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company's reasonable best efforts the Shareholder Approval is not be deemed to be in violation of this Section 4.17 if it responds obtained on or prior to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meetingMeeting Deadline, the Company shall call a meeting cause an additional Shareholder Meeting to be held every three (3) months thereafter to seek Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding.

Shareholder Approval. If it is required in order (a) Subject to permit Section 6.2, the conversion Company, acting through its Board of Directors, shall (i) promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of the Notes or holders of Company Common Stock for the exercise purpose of voting to approve this Agreement and the transactions contemplated hereby (the "Company Shareholder Meeting"), and, (ii) recommend approval and adoption of this Agreement and the transactions contemplated hereby to the shareholders of the Warrants Company and include in the Proxy Statement such recommendation and (or any other securities iii) take all reasonable action to solicit and obtain such approval. (b) Parent, acting through its Board of Directors, shall promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of the holders of Parent Common Stock for the purpose of voting to approve the issuance of shares of Parent Common Stock in the Merger, as required by the applicable rules of the Nasdaq Stock Market (the "Parent Shareholder Meeting"), and recommend approval for that may purpose, include such recommendation in the Proxy Statement, and take all reasonable action to solicit and obtain such approval. (c) Each of Parent and the Company shall cause the definitive Proxy Statement to be issued under or mailed to its respective shareholders as soon as practicable following the date on which the Proxy Statement is cleared by the SEC and the Registration Statement is declared effective; provided, however, that all mailings to either party's shareholders in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”)Merger, the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on including without limitation the Proxy Statement, if anyshall be subject to the prior review, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier comment and written approval of the date Shareholder Approval is obtained other party, which such other party shall not withheld or the Notes and the Warrants are no longer outstandingdelay unreasonably.

Shareholder Approval. If Solely in the event that the Company determines that it is required in order to permit the full conversion of the Notes Debentures (including in connection with the payment of interest thereon) or the full exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Principal Market (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable practicable, but in no event later than November 10, 2015, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely mannerproposal. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants Debentures are no longer outstanding. Each Purchaser further agrees that it shall not be entitled to vote the shares of Common Stock of the Company issuable to it pursuant to the terms of this Agreement, including pursuant to the conversion of the Debentures or exercise of any Warrants, at any meeting of the Company’s stockholders convened to vote on a proposal to enable the Company to issue the Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock of the Company. (b) The definition of Filing Date in the RRA is hereby amended and restated in its entirety to read as follows:

Shareholder Approval. If it is required in order to permit The Company, acting through the conversion Company Board of the Notes or the exercise of the Warrants Directors (or a committee thereof), shall, as promptly as reasonably practicable following the date hereof (and in any other securities that may be issued under or in connection event no later than the later of (a) the tenth day after the preliminary Proxy Statement is filed with the Transaction SEC, if the SEC has not informed the Company that it will review the Proxy Statement, and (b) confirmation by the SEC that the SEC has no further comments on the Proxy Statement) take all action required under the Bermuda Companies Act, the Company Governing Documents or and the transactions contemplated hereby applicable requirements of Nasdaq to establish a record date for, duly call and thereby) issued pursuant to this Agreement into shares give notice of Common Stock in accordance with applicable listing rules or any shareholder approval requirement a meeting of the Company’s principal Trading Market its shareholders (the “Shareholder ApprovalShareholders Meeting”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining the Requisite Shareholder Approval, and shall use its reasonable best efforts to cause such meeting to occur as promptly as reasonably practicable, in each case, notwithstanding that a Change of Recommendation has been effected or the existence of a Competing Proposal. Unless the Company Board of Directors shall have effected a Change of Recommendation in accordance with Section 5.2 or this Agreement shall have been terminated in accordance with Article VIII, (a) the recommendation Company Board of Directors and the Special Committee shall recommend that the Company’s Board shareholders vote in favor of Directors that such proposal be approvedthe approval of this Agreement, the Statutory Merger Agreement and the Merger and (b) the Company shall solicit proxies use its reasonable best efforts to obtain from its shareholders in connection therewith in the same manner as all Requisite Shareholder Approval. The Company agrees that no matters shall be brought before the Shareholders Meeting other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations than adoption of the Company Merger, this Agreement and the Statutory Merger Agreement, any related “golden parachute” vote under clauses (iRule 14a-21(c) and (ii) are subject to the Commission’s review of the Proxy Statement Exchange Act and any related and customary procedural matters (including a proposal to adjourn the Company shall not be deemed meeting to be in violation allow additional solicitation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingvotes).