Common use of Stockholder Approval of Conversion of Non-Convertible Preferred Stock and Exercise of Contingent Purchase Right Clause in Contracts

Stockholder Approval of Conversion of Non-Convertible Preferred Stock and Exercise of Contingent Purchase Right. As soon as practicable after the Closing Date, the Company shall cause to be prepared and filed with the SEC a preliminary proxy statement (the “Preliminary Proxy Statement”) relating to a special meeting of stockholders held for the purpose of obtaining stockholder approval for (i) the conversion of all then outstanding shares of Non-Convertible Preferred Stock to Common Stock, and (ii) the issuance of the maximum number of shares of Common Stock that could be issued upon exercise of the Contingent Purchase Right granted pursuant to Section 3.1(a) (“Stockholder Approval”). In preparing the Preliminary Proxy Statement, the Company shall prepare proposal language reasonably designed to obtain a favorable vote of the Company’s stockholders and the Board of Directors of the Company shall, unless its fiduciary duties require otherwise, recommend that the stockholders vote in favor of the proposal. The Company shall provide the Investor (and its legal counsel, if requested) a reasonable opportunity to review and provide comments to the Preliminary Proxy Statement and shall consider incorporating such comments in good faith. Upon approval by the SEC of such Preliminary Proxy Statement or, if the SEC has not reviewed such Preliminary Proxy Statement, at the expiration of 10 calendar days from the filing of the Preliminary Proxy Statement, the Company shall file a definitive proxy statement and hold its stockholder meeting no later than 60 days thereafter. In the event that Stockholder Approval is not obtained at the special stockholder meeting for which the Preliminary Proxy Statement was prepared, the Company agrees to continue to seek Stockholder Approval, in a manner consistent with the terms set forth in this Section 3.1(i), at each annual meeting of stockholders held during the Contingent Right Term until such approval has been obtained.