Common use of Stockholder Approval Clause in Contracts

Stockholder Approval. The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. The Company shall file with (a) Promptly following the SEC and provide each stockholder purchase of the Company with an information statement complying with the requirements shares of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition Common Stock pursuant to the foregoingOffer, if required by any governmental or regulatory agencyDGCL in order to consummate the Merger, the Company shall provide each stockholder entitled to vote at a special or annual meeting Company, acting through its Board of stockholders of the Company (the "Stockholder Meeting")Directors, which shall be called at or prior to the Company's next annual meeting of stockholdersshall, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable lawLaw, the provisions duly call, give notice of, convene and hold a meeting of the Certificate holders of Incorporation Common Stock and Company Preference Shares (the "Company Stockholders' Meeting") for the purpose of voting upon this Agreement and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), Merger and the Company agrees that this Agreement and the Merger shall be submitted at such meeting. The Company shall use its reasonable best efforts to solicit from its stockholders' stockholders proxies, and shall take all other action necessary and advisable, to secure the vote of stockholders required by applicable law and the Company Charter or By-Laws to obtain the approval for this Agreement. The Company agrees that it will include in the Proxy Statement the recommendation of such Resolutions its Board of Directors that holders of Common Stock and Company Preference Shares approve and adopt this Agreement and approve the Merger. Parent will cause all shares of Common Stock and Company Preference Shares owned by Parent and its Subsidiaries (including Merger Sub) to be voted in favor of this Agreement and the Merger. (b) Notwithstanding the provisions of Section 8.4(a), in the event that Parent and Merger Sub shall acquire in the aggregate at least 90% of the outstanding shares of Common Stock and 90% of the outstanding shares of each class of Company Preference Shares, the parties hereto shall, at the request of Parent, take all necessary and appropriate action to cause the Board Merger to become effective as soon as practicable after such acquisition, without a meeting of Directors shareholders of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. IfCompany, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection in accordance with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECDGCL.

Stockholder Approval. The Company shall file with (a) As soon as practicable after the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agencyS-4 Registration Statement is effective, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of call and hold the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Stockholders Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, laws for the provisions purpose of voting upon the Certificate adoption of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and this Agreement. In connection with the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause Stockholders Meeting, the Board of Directors of the Company to shall recommend to its stockholders the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and matters submitted for approval at such meeting (ii) cause at least a majority of subject to the Board of Directors of the Company, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the making of such recommendation, or the failure to withdraw or modify its recommendation, would constitute a breach of fiduciary duties of the members of such Board of Directors to the Company's stockholders under applicable law), and the Board of Directors and officers of the Company shall use their reasonable best efforts to obtain such stockholders' approval (subject to the Board of Directors of the Company, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the taking of such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to the Company's stockholders under applicable law). At the Company Stockholders Meeting, Parent shall cause all of the shares of Company Common Stock for which it holds proxies to vote to be voted in favor of adoption of this Agreement. (b) As soon as practicable after the S-4 Registration Statement is effective, Parent shall call and hold the Parent Stockholders Meeting in accordance with applicable laws for the purpose of voting upon the approval of the issuance of shares of Parent Common Stock pursuant to this Agreement. In connection with the Parent Stockholders Meeting, the Board of Directors of Parent shall recommend to its stockholders the stockholders that they approve approval of the Resolutions. As used herein, "Stockholder Meeting Deadline" means matters submitted for approval (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC Board of Directors of Parent, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the making of such recommendation, or the failure to withdraw or modify its recommendation, would constitute a breach of fiduciary duties of the members of such Board of Directors to Parent's stockholders under applicable law), and the Board of Directors and officers of Parent shall use their reasonable best efforts to obtain such stockholders' approval (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECBoard of Directors of Parent, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the taking of such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to Parent's stockholder under applicable law).

Stockholder Approval. The Unless the NYSE informs the Company shall that the NYSE rules (including Rule 312.03 of the NYSE Listed Company Manual) do not require (whether because the NYSE requirement has been satisfied by prior stockholder approvals, or because of an exception, a waiver or otherwise) approval by the Company’s stockholders of the transactions that are the subject of the Investor Agreements, within 20 days after the date of the Original Agreement, the Company will file with the SEC a preliminary proxy statement relating to a special stockholders meeting at which the Company’s stockholders will be asked to approve the transactions that are the subject of the Investor Agreements in accordance with Rule 312.03 of the NYSE Listed Company Manual. The Company will include in the proxy statement the unanimous recommendation of its Board of Directors that the Company’s stockholders vote to approve the transactions that are the subject of the Investor Agreements, unless, and provide each stockholder solely to the extent, the Board determines, after consultation with counsel, that in the exercise of its fiduciary duties it must withdraw or modify that recommendation. A withdrawal or modification of the recommendation of the Board shall not affect the obligations of the Company with an information to hold the meeting of the Company’s stockholders contemplated by this Agreement. If the preliminary proxy statement complying has not been filed with the requirements SEC prior to the date of the 1934 Act Original Agreement, the Investors and substantially their counsel shall have the opportunity to review such preliminary proxy statement in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders advance of the actions taken in accordance Company filing such preliminary proxy statement with the Resolutions SEC, and of the Stockholder Approval (eachto provide comments thereon, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, which comments the Company shall give due and reasonable consideration. The Company will provide each stockholder entitled to vote at a special or annual meeting of stockholders of any comments received from the Company (the "Stockholder Meeting"), which shall be called at or prior SEC to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (Investors and their counsel as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities promptly as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation practicable upon receipt thereof and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval consult with the Investors and their counsel and, to the extent it is not unreasonable for it to do so, to resolve and comply with all comments of such Resolutions the staff of the SEC promptly, and to cause the Board proxy statement to be filed in definitive form and distributed to the Company’s stockholders as promptly as practicable, either by mail or by notice of Directors internet access, and in any event within five Business Days after the Company is informed by the staff of the Company to recommend SEC that they have no further comments with regard to the stockholders that they approve the Resolutionsproxy statement. The Company shall be obligated will cause the stockholders meeting to seek to obtain which the Stockholder Approval by the Stockholder Meeting Deadline. If, despite proxy statement relates and at which the Company's reasonable best efforts, ’s stockholders will be asked to approve the Stockholder Approval is not obtained at transactions that are the Stockholder Meeting, subject of the Company shall cause an additional Stockholder Meeting Investor Agreements to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions as promptly as practicable and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) no more than 40 days after the Closing Date in Company distributes the event the Proxy Statement is subject proxy statement to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECits stockholders.

Stockholder Approval. The Company shall file with either (x) if the SEC and provide each stockholder Company shall have obtained the prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of “Stockholder Consent”) to obtain the Stockholder Approval (each, as defined below). In addition , inform the stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the foregoingthirtieth (30th) calendar day after the Closing Date, if required by any governmental an information statement with respect thereto or regulatory agency, the Company shall (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called at or prior to the Company's next annual meeting of stockholders, but in no event and held not later than December 31, 2022 (the “Stockholder Meeting Deadline (as defined belowDeadline”), a proxy statement (statement, at the "Proxy Statement")expense of the Company. The proxy statement, in a form reasonably acceptable to if any, shall solicit each of the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such Company’s stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the issuance of all increase of the Securities as described Company’s authorized shares of common stock by an amount at least equal to the number of Warrant Shares (without regard to any limitations on exercise set forth in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market Warrants) (such affirmative approval being referred to herein as the "“Stockholder Approval"”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to March 31, 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated event Stockholder Approval is not obtained by this Section 4(pthe sixtieth (60th) calendar day following the Closing Date, then on such date, and every thirty (30) day anniversary of such date (pro-rated for partial periods), until Stockholder Approval is obtained, the Company shall pay to each Purchaser an amount in cash equal to two percent (i2%) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used hereinsuch Purchaser’s original Subscription Amount, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and an aggregate cap on such payments to each Purchaser of twelve percent (ii12%) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECof such Purchaser’s original Subscription Amount.

Stockholder Approval. The Company shall file with (a) CHP covenants that it will call a meeting of stockholders of CHP to be held no later than June 30, 1999 (the SEC and provide each "Stockholder Meeting Deadline"), for purposes of securing stockholder approval for the waiver of the Company with an information statement complying with the requirements Ownership Limits set forth in Section 7.6(ii)(a) and (b) of the 1934 Act and substantially in Articles of Incorporation of CHP. Notwithstanding anything to the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders contrary contained herein, any waiver of the actions taken Ownership Limits shall neither waive nor purport to waive the limitations contained in accordance with the Resolutions Sections 7.6(ii)(c), (d) or (e) of CHP's Articles of Incorporation. CHP will promptly prepare and file and will provide to each of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder its stockholders entitled to vote at a special or annual such meeting in advance of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below)such meeting, a proxy statement (complying with Section 14 of the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, Exchange Act soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all such stockholder meeting in favor of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions amendment of the Certificate CHP's Articles of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause permit the Board of Directors of CHP to waive the Company Ownership Limits with respect to issuance of the shares of CHP Common Stock and upon the exchange of Class A Preferred Stock pursuant to the Hotel Investors Subscription Agreement. Such proxy statement shall reflect that the Board of Directors has approved the waiver of such ownership limitation with respect to Five Arrows, subject to stockholder approval. CHP and its Board of Directors shall recommend to the stockholders that they approve the Resolutions. The Company such proposal and shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of such amendment. Such proxy statement shall not seek approval of any matters other than the Resolutions approval described in the preceding sentence and the election of directors, which shall include a nominee designated by Five Arrows, which may be the director designated pursuant to Section 4.4 hereof. CHP shall file such proxy statement with the SEC on a timely basis so as to permit the stockholders' meeting to be held by the Stockholder Meeting Deadline. Five Arrows shall have the opportunity to review and comment on each version of the Proxy Statement submitted to or filed with the SEC. (iib) cause at least a majority Upon approval by CHP's stockholders of the amendment of CHP's Articles of Incorporation to permit the Board of Directors of CHP to waive the Company to recommend Ownership Limits with respect to the stockholders that they approve issuance of shares and the Resolutions. As used hereinexchange of shares of Class A Preferred Stock for shares of CHP Common Stock pursuant to the Hotel Investors Subscription Agreement, "Stockholder Meeting Deadline" means (i) CHP shall deliver to Five Arrows (A) a certificate of the date Secretary of CHP certifying that is sixty the stockholders of the Company have approved such amendment and (60B) days after a certified copy of the Closing Date in amended Articles of Incorporation of CHP as filed with the event the Proxy Statement is subject to review by the SEC State of Maryland and (ii) the date balance of the outstanding principal amount of the Note shall be converted into shares of CHP Common Stock as provided in Section 1.6 hereof and any accrued and unpaid interest thereon shall be paid to the holder of the Note as set forth in Section 1.6 hereof. (c) Notwithstanding anything to the contrary contained herein, any waiver of the Ownership Limits shall (i) neither waive nor purport to waive the limitations contained in Sections 7.6(ii)(c), (d) or (e) of CHP's Articles of Incorporation and (ii) be subject to the condition that Five Arrows make representations at the time of such waiver that the issuance of shares of CHP Common Stock in excess of the Ownership Limits to Five Arrows pursuant to this Agreement or the exchange of shares of Class A Preferred Stock for shares of CHP Common Stock in excess of the Ownership Limits pursuant to the Hotel Investors Subscription Agreement will neither (a) cause any individual within the meaning of Section 542(a)(2) of the Code, as modified by Section 856(h) of the Code, to own more than 9.9% of the stock of CHP, directly or indirectly through the application of Section 544 of the Code, as modified by Section 856(h) of the Code nor (b) cause the Company to own (directly or Constructively (as defined in Section 7.6(i) of CHP's Articles of Incorporation)) an interest in an tenant that is thirty (30described in Section 856(d)(2)(B) days after of the Closing Date in the event the Proxy Statement is not subject to review by the SECCode.

Stockholder Approval. 7.1 The Company hereby agrees to seek the Stockholder Approval. As promptly as practicable after the execution of this Amendment, the Company shall file with a preliminary information statement related to the SEC Stockholder Approval, and provide each stockholder of the Company with an shall thereafter mail a definitive information statement complying with to the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such Company’s stockholders of the actions taken in accordance with the Resolutions and rules of the SEC. If for any reason the Company cannot obtain Stockholder Approval via written consent as contemplated by the Support Agreement (each, as defined belowincluding any objection to such process by the staff of the Exchange). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at call a special or annual meeting of stockholders (the “Stockholder Meeting”) at the earliest practical date following the determination that Stockholder Approval by written consent is not feasible, and the Company shall file a preliminary and definitive proxy statement for the Stockholder Meeting as promptly as practicable thereafter and shall hold the Stockholder Meeting for the purpose of obtaining Stockholder Approval, with the recommendation of the Company (the "Stockholder Meeting"), which shall be called at or prior Company’s board of directors to the Company's next annual meeting ’s stockholders that such stockholders vote in favor of stockholders, but in no event later than the matters contemplated by the Stockholder Meeting Deadline (Approval, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as defined below)the Company has historically solicited proxies at its annual meetings of stockholders for management proposals in such proxy statements, a proxy statement (and all management-appointed proxyholders shall vote their proxies in favor of such matters. In accordance with the "Proxy Statement")Company’s bylaws and the Listing Rules, in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote voting standard at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for proposals to approve the issuance of all matters contemplated by the Stockholder Approval will be the affirmative vote of the Securities as described majority of shares present in person or represented by proxy at the Transaction Documents meeting and entitled to vote on the subject matter. Further and in accordance with applicable lawthe Listing Rules, the provisions Purchaser and its Affiliates will be permitted to vote all shares of the Certificate of Incorporation and the rules and regulations Company’s common stock owned by them as of the Principal Market (record date for the Stockholder Meeting at such affirmative approval being referred to herein as meeting on the "matters contemplated by the Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. . 7.2 The Company shall further be obligated to seek Purchaser to obtain perform all covenants provided to purchasers in the Offering related to Stockholder Approval by the Stockholder Meeting Deadline. Ifas if such covenants were included in this Amendment mutatis mutandis. 7.3 Simultaneously with executing and delivering this Amendment, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, Purchaser has executed and delivered to the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.Support Agreement attached hereto as Exhibit B.

Stockholder Approval. The Company (a) Each of SLIC, PIF and Adviser shall cooperate with each other in the preparation of a preliminary and the definitive Proxy Statement, including all amendments or supplements to the preliminary Proxy Statement, as follows: (i) SLIC shall prepare and file with the SEC the preliminary Proxy Statement as promptly as reasonably practicable; (ii) SLIC shall promptly notify PIF and provide each stockholder Adviser of the Company with an information statement complying with the requirements receipt of any comments of the 1934 Act SEC with respect to the preliminary Proxy Statement and substantially of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to PIF and Adviser, as promptly as reasonably practicable, copies of all written correspondence between SLIC or any Representative of SLIC and the SEC with respect to the preliminary or definitive Proxy Statement; (iii) if any comments are received from the SEC with respect to the preliminary Proxy Statement, SLIC shall respond as promptly as reasonably practicable to such comments; (iv) each of PIF and Adviser shall, as promptly as reasonably practicable, provide SLIC with such information available to it as may be required to be included in the form that has Proxy Statement or as may be reasonably required to respond to any comment of the SEC; (v) as promptly as reasonably practicable after all comments received from the SEC have been previously reviewed and approved cleared by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting")SEC, which shall clearance will be called at or deemed to occur if the SEC has not affirmatively notified SLIC prior to the Company's next annual meeting of stockholders, but in no event later than tenth (10th) day after filing the Stockholder Meeting Deadline (as defined below), a proxy statement (preliminary Proxy Statement that the "SEC will not be reviewing the Proxy Statement"), in a form reasonably acceptable and all information required to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described be contained in the Transaction Documents Proxy Statement has been included therein, SLIC shall file the definitive Proxy Statement with the SEC and cause such definitive Proxy Statement to be mailed (including by electronic delivery if permitted) to its stockholders of record, as of a record date reasonably established by the SLIC Board of Directors in accordance with applicable law, the provisions of the Certificate of Incorporation Law; (vi) SLIC shall seek and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit obtain, in accordance with applicable Law and the SLIC Charter and the SLIC Bylaws, as promptly as practicable following the date on which the definitive Proxy Statement is effective, the unanimous written consent of the holders of record of SLIC’s issued and outstanding shares of SLIC Common Stock and SLIC Preferred Stock in the form attached hereto as Exhibit B (the “Stockholder Written Consent”) for purposes of (i) adopting and approving the SLIC Matters, (ii) acknowledging that the approval given thereby is irrevocable and that such stockholder is aware of its stockholders' rights to demand appraisal for its shares pursuant to Section 262 of the DGCL, a true and correct copy of which will be attached thereto, and that such stockholder has received and read a copy of Section 262 of the DGCL, and (iii) acknowledging that by its adoption and approval of such Resolutions the SLIC Matters it is not entitled to appraisal rights with respect to its shares of SLIC Common Stock or SLIC Preferred Stock, as applicable, in connection with the First Merger and thereby waives any rights to cause the Board of Directors receive payment of the Company fair value of its shares of capital stock under the DGCL. In furtherance of the foregoing, PIF shall duly execute and deliver to recommend to SLIC within two (2) Business Days of the stockholders that they approve date on which the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsdefinitive Proxy Statement is effective, the Stockholder Approval is not obtained at Written Consent in respect of all shares of SLIC Common Stock then held by PIF, including the Purchased Shares. SLIC shall deliver evidence to PIF of the Stockholder Written Consent fully executed by all record holders as promptly as practicable following SLIC’s receipt thereof; (vii) in the event SLIC determines, in consultation with PIF, that the SLIC Requisite Vote by means of the Stockholder Written Consent cannot be obtained promptly following the date on which the definitive Proxy Statement is effective, SLIC shall take, in accordance with applicable Law and the SLIC Charter and the SLIC Bylaws, all actions necessary to convene a SLIC Stockholders Meeting, as promptly as practicable, to consider and vote upon a proposal or proposals to adopt and approve the Company SLIC Matters, including the First Merger, on the terms and conditions set forth in this Agreement, as well as any other such matters, with a record date for the SLIC Stockholders Meeting determined in prior consultation with and subject to the prior written approval of PIF (which prior written approval shall cause an additional Stockholder Meeting to not be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection unreasonably delayed, conditioned or withheld); and (viii) unless the SLIC Board has withdrawn the SLIC Board Recommendation in compliance with the stockholders' meeting contemplated by this Section 4(p)7.5, the Company SLIC shall (i) use its reasonable best efforts to obtain from SLIC’s stockholders the SLIC Requisite Vote at such SLIC Stockholders Meeting (if any), including by providing to SLIC’s stockholders the SLIC Board Recommendation and including such recommendation in the Proxy Statement and by, at the request of PIF, postponing or adjourning the SLIC Stockholders Meeting to obtain a quorum or solicit its stockholders' approval additional proxies; provided that SLIC shall not postpone or adjourn the SLIC Stockholders Meeting for any other reason without the prior written consent of PIF (including the Resolutions and (ii) cause at least consent of a majority of the Board of Independent Directors of PIF) (which prior written consent shall not be unreasonably delayed, conditioned or withheld). (b) Without limiting the Company generality of the foregoing but subject to recommend SLIC’s right to terminate this Agreement pursuant to Section 9.1, SLIC’s obligations pursuant to this Section 7.2 (including its obligation to submit to its stockholders the SLIC Matters and any other matters required to be approved or adopted by its stockholders that they approve in order to carry out the Resolutions. As used herein, "Stockholder Meeting Deadline" means Transactions) shall not be affected by (i) the date that is sixty commencement, public proposal, public disclosure or communication to SLIC, its Representatives or its stockholders of any Takeover Proposal (60including any SLIC Superior Proposal) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and or (ii) SLIC effecting a Takeover Approval or delivering a Notice of an SLIC Superior Proposal or (iii) an SLIC Adverse Recommendation Change. (c) Subject to applicable Law, each of PIF and SLIC shall promptly advise the date other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is thirty (30) days after a reasonable likelihood that any Regulatory Approval will not be obtained or that the Closing Date in the event the Proxy Statement is not subject to review by the SECreceipt of any such approval may be materially delayed or conditioned.

Stockholder Approval. The Company shall file with will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the SEC and provide each stockholder necessary consents of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (eachStockholders, as defined below)the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. In addition The Company will recommend to its Stockholders the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for adoption and approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation this Agreement and the rules transactions contemplated hereby and regulations of the Principal Market (such affirmative approval being referred other matters to herein as the "Stockholder Approval")be submitted to its Stockholders in connection therewith, and the Company shall use its all reasonable best efforts to solicit obtain the necessary approvals by its stockholders' approval Stockholders of such Resolutions this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to cause call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the Board purpose, among other purposes, of Directors of the Company to recommend proposing to the stockholders of LeukoSite that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means resolutions authorizing (i) the date that is sixty (60) days after conversion of the Closing Date in shares of LeukoSite Series A Preferred Stock issued pursuant to the event the Proxy Statement is subject to review by the SEC Merger into shares of LeukoSite Common and (ii) the date that is thirty (30) days after the Closing Date issuance of any other Merger Shares issuable pursuant to this Agreement in the event form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the Proxy Statement is not subject adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to review by the SECMerger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock.

Stockholder Approval. The Company shall seek, and use its best efforts to obtain, on or before the date which is 90 days after the Closing Date, stockholder approval of the issuance of the Shares in accordance with the terms of the Notes and the Warrants, which approval shall meet the requirements of Rule 713 of the AMEX set forth in the AMEX Company Guide (“Stockholder Approval”). The Company shall call a meeting of stockholders (the “Stockholder Meeting”) to be held within 90 days after the Closing Date, shall prepare and file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholderspromptly as practical, but in no event later than 30 days after the Closing Date, preliminary proxy materials which set forth a proposal to seek the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of shall recommend approval thereof by the Company to recommend to the stockholders that they approve the ResolutionsCompany’s stockholders. The Company shall be obligated to seek to obtain the Stockholder Approval by mail and distribute its proxy materials for the Stockholder Meeting Deadline. If, despite to its stockholders at least 30 days prior to the Company's reasonable best efforts, the Stockholder Approval is not obtained at date of the Stockholder Meeting, shall actively solicit proxies to vote for the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p)Approval, the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) within 30 days after the Closing Date shall retain a proxy solicitation firm of recognized national standing to assist in the event solicitation. The Company shall provide the Proxy Statement is subject Buyer an opportunity to review and comment on such proxy materials by providing (which may be by e-mail) copies of such proxy materials and any revised preliminary proxy materials to the Buyer a reasonable period of time prior to their filing with the SEC. The Company shall provide the Buyer (which may be by e-mail) copies of all correspondence from or to the SEC or its staff concerning the proxy materials for the Stockholder Meeting promptly after the same is sent or received by the Company and summaries of any comments of the SEC staff which the Company receives orally promptly after receiving such oral comments. The Company shall furnish to the Buyer and its legal counsel (iiwhich may be by e-mail) a copy of its definitive proxy materials for the date that is thirty (30) days Stockholder Meeting and any amendments or supplements thereto promptly after the Closing Date in the event the Proxy Statement is not subject same are first used, mailed to review by stockholders or filed with the SEC, shall inform the Buyer of the progress of solicitation of proxies for such meeting and shall inform the Buyer of any adjournment of the Stockholder Meeting and shall report the result of the vote of stockholders on such proposition at the conclusion of the Stockholder Meeting. If the Company fails to obtain such Stockholder Approval, the Company shall call a meeting of stockholders every 90 days thereafter until such Stockholder Approval is obtained, and the Company’s seeking of such Stockholder Approval shall be conducted in accordance with the requirements of this Section 5(p)(1).

Stockholder Approval. The Company shall file with (a) EVI shall, as promptly as reasonably practicable following the SEC and provide each stockholder date on which the Form S-4 is declared effective under the Securities Act of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken 1933, in accordance with the Resolutions and of the Stockholder Approval customary timing in consultation with Parent, take all action necessary to establish a record date (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior as promptly as reasonably practicable following the date of this Agreement), to the Company's next annual duly call, give notice of, convene and hold a meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement its stockholders (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the “EVI Stockholder Meeting for approval of resolutions (the "Resolutions"Meeting”) providing for the issuance sole purpose of all of obtaining the Securities as described EVI Stockholder Approval required in the Transaction Documents in accordance connection with applicable law, the provisions of the Certificate of Incorporation this Agreement and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval")EVI Merger, and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval cause any notice required by the DGCL or Rule 257 of the Resolutions Securities Act of 1933, to be mailed to EVI’s stockholders or filed with the SEC, as applicable, and to hold the EVI Stockholder Meeting as soon as reasonably practicable under the Securities Act and (ii) cause at least a majority solicit the EVI Stockholder Approval. Except as specifically permitted by Section 7.2, the EVI Board shall continue to recommend that EVI’s stockholders vote in favor of the Board of Directors adoption of the Company Agreement and EVI shall use its reasonable best efforts to recommend obtain the EVI Stockholder Approval in order to consummate the EVI Merger. (b) MTI shall, as promptly as reasonably practicable following the date on which the Form S-4 is declared effective under the Securities Act of 1933, in accordance with customary timing in consultation with Parent, take all action necessary to establish a record date (which shall be as promptly as reasonably practicable following the date of this Agreement), to duly call, give notice of, convene and hold a meeting of its stockholders that they approve (the Resolutions. As used herein“MTI Stockholder Meeting”) for the sole purpose of obtaining the MTI Stockholder Approval required in connection with this Agreement and the MTI Merger, "Stockholder Meeting Deadline" means and shall use its reasonable best efforts to (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review cause any notice required by the SEC NML or Rule 257 of the Securities Act of 1933, to be mailed to MTI’s stockholders or filed with the SEC, as applicable, and to hold the MTI Stockholder Meeting as soon as reasonably practicable under the Securities Act and (ii) solicit the date MTI Stockholder Approval. Except as specifically permitted by Section 7.2, the MTI Board shall continue to recommend that is thirty (30) days after MTI’s stockholders vote in favor of the Closing Date adoption of the Agreement and MTI shall use its reasonable best efforts to obtain the MTI Stockholder Approval in order to consummate the event the Proxy Statement is not subject to review by the SECMTI Merger.

Stockholder Approval. (a) The Company shall file with use its commercially reasonable best efforts to obtain, at the SEC next annual meeting of its shareholders (the “Next Annual Meeting”), the approval of its shareholders (“Stockholder Approval”) to (1) amend and provide each stockholder restate the Articles of Association of the Company with an information statement complying with to (i) provide that the requirements Investor has the right to appoint a member of the 1934 Act Board of Directors for so long as either (y) the Note is outstanding or (z) the Investor and/or any Affiliate thereof hold at least thirty percent (30%) of the Holder Preferred Shares and substantially (ii) provide for the creation of the Preferred Shares on the terms and conditions set forth in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with Amended and Restated AOA set forth on Exhibit B attached hereto and (2) approve a new form of director indemnification agreement for the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders directors of the Company (the "Stockholder Meeting"), which form shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review Company and the Investor) covering the changes required by Sxxxxxx Rxxx & Zxxxx LLPthe last sentence of Section 8.4(b) of this Agreement. The Company makes no representation that the Amended and Restated AOA or the new form of director indemnification agreement will be adopted. Therefore, soliciting each such stockholder's affirmative vote at reference to the Stockholder Meeting for approval of resolutions Holder Preferred Shares in this Agreement will be deemed to be followed by "if created". (the "Resolutions"b) providing for the issuance of all In furtherance of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions obligations of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"Company under Section 8.18(a), and (i) by the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause Closing, the Board of Directors of the Company to recommend to shall adopt proper resolutions authorizing the stockholders actions set forth in Section 8.18(a) above (without determining the date of the Next General Meeting or setting the remainder of the agenda or other aspects of that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(pmeeting), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company shall recommend and the Company shall otherwise use its commercially reasonable best efforts to recommend duly obtain Stockholder Approval, including, without limitation, by filing any required proxy materials with the SEC, by delivering proxy materials to its shareholders in furtherance thereof, by soliciting proxies from its shareholders in connection therewith in the stockholders that they approve same manner as all other management proposals in such proxy statement and having all management-appointed proxy-holders vote their proxies in favor of such proposals to carry out such resolutions and (iii) within three (3) Business Days of obtaining such Stockholder Approval, take all actions necessary to effectuate the Resolutionsactions set forth in Section 8.18(a) above. As used hereinIf the Company does not obtain Stockholder Approval at the Next Annual Meeting, "Stockholder Meeting Deadline" means the Company shall in addition to satisfying clauses (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and ), (ii) and (iii) as contemplated above, call a special meeting of its shareholders as soon as reasonably practicable but in no event later than ninety (90) days following the Next Annual Meeting to seek Stockholder Approval and shall continue such process until the date that Stockholder Approval is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECobtained.

Stockholder Approval. The (a) As promptly as practicable after the date hereof, the Company shall file with undertake such actions to obtain the SEC and provide each stockholder approval of the stockholders of the Company with an information statement complying with for (i) the requirements adoption and approval of this Agreement and the Transactions, including the issuance of the 1934 Act Exchange Shares and substantially in the form that has been previously reviewed and approved by shares of Common Stock which may be issued upon the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken Closing, in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agencyCompany Organizational Documents, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable lawAct, the provisions of the Certificate of Incorporation DGCL and the rules and regulations of the Principal Market SEC and OTC, and (ii) such affirmative approval being referred to herein other matters as the "Stockholder Approval"Company and Members’ Representative shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals described in foregoing clauses (i) through (ii), collectively, the “Stockholder Approval Matters”). (b) The Parties acknowledge and agree that the Company shall use its commercially reasonable best efforts to solicit its stockholders' obtain the approval of the Stockholder Approval Matters by the stockholders of the Company (the “Required Stockholder Approval”) via a written consent in lieu of a meeting of the stockholders of the Company. In the event that the Required Stockholder Approval is so obtained via a written consent, the Company shall file a Schedule 14C with the SEC and thereafter take such Resolutions and additional actions to cause the Board written consent to be effective and operative. (c) In the event that the Required Stockholder Approval has not been received via a written consent of Directors the stockholders of the Company to recommend to by [ ], 2024, then the Company shall thereafter as promptly as practicable call a special meeting of the stockholders that they approve of the ResolutionsCompany for the purpose of obtaining the Required Stockholder Approval, and shall thereafter file with the SEC such filings as required to call such special meeting and to solicit proxies from Company stockholders for the approval of the Stockholder Approval Matters and shall thereafter take such actions as reasonably required to hold and conclude such special meeting and to obtain the Required Stockholder Approval thereat. The Company and the Members’ Representative shall reasonably cooperate with respect to any such filings with the SEC, and the Members’ Representative and its counsel shall be provided with a reasonable opportunity to review and comment thereon, and Company shall consider any such comments timely made in good faith. The Company shall be obligated take any and all reasonable and necessary actions required to seek to obtain satisfy the Stockholder Approval by requirements of the Stockholder Meeting Deadline. IfSecurities Act, despite the Exchange Act and other applicable Laws in connection with such filings and the special meeting of the Company's reasonable best efforts, ’s stockholders and in obtaining the Required Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECApproval.

Stockholder Approval. Preparation of Proxy ------------------------------------------ Statement. (a) If the Company Stockholder Approval is required by law, ---------- the Company shall, as soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. The Company shall file with shall, through its Board of Directors (but subject to the SEC and provide each stockholder right of its Board of Directors to withdraw or modify its approval or recommendation of the Offer, the Merger and this Agreement as set forth in Section 6.02(b)), recommend to its stockholders that the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below)be given. In addition to Notwithstanding the foregoing, if required by Sub or any governmental or regulatory agencyother subsidiary of Parent shall acquire at least 90% of the outstanding Shares and at least 90% of the outstanding Class B Shares, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with Section 253 of the DGCL. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 7.01(a) shall provide each stockholder entitled not be affected by (i) the commencement, public proposal, public disclosure or communication to vote at a special or annual meeting of stockholders of the Company of any Takeover Proposal or (ii) the "Stockholder Meeting"), which shall be called at withdrawal or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review modification by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to of its approval or recommendation of the stockholders that they approve Offer, this Agreement or the Resolutions. The Merger. (b) If the Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meetingrequired by law, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection shall, at Parent's request, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the stockholders' meeting contemplated by this Section 4(p), the Company SEC and shall (i) use its best efforts to solicit its stockholders' approval respond to any comments of the Resolutions SEC or its staff and (ii) to cause at least a majority the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the Board staff. The Company shall notify Parent promptly of Directors the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto. (c) Parent agrees to cause all Shares accepted for payment pursuant to the Offer and all other Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECApproval.

Stockholder Approval. The Company shall call a special meeting of its stockholders as promptly as reasonably practicable following the Issuance Date (but in any event not later than the first annual meeting of the Company’s stockholders to be held after the Issuance Date) in order to obtain the Required Stockholder Approval. The Board shall unanimously recommend to the Company’s stockholders that such stockholders approve the issuance of shares of Common Stock upon exercise of the B-Warrants (and, in the case of the A-Warrants, the issuance of any Excess Shares upon exercise of the A-Warrants) as set forth herein. In connection with such meeting, the Company shall promptly prepare (and the Agent and the Initial Warrant Holder will reasonably cooperate with the Company to prepare, including by furnishing the Company with all reasonably necessary information) and file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (eacha preliminary proxy statement, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its stockholders' approval reasonable best efforts to respond to any comments of such Resolutions the SEC or its staff and to cause the Board of Directors of the Company a definitive proxy statement related to recommend such stockholders’ meeting to be mailed to the stockholders that they approve the ResolutionsCompany’s stockholders. The Company shall be obligated to seek to obtain notify the Stockholder Approval Agent promptly of the receipt of any comments from the SEC or its staff and of any request by the Stockholder Meeting DeadlineSEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Agent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If, despite the Company's reasonable best effortsIn all circumstances, the Company shall provide the Agent with an opportunity to review, and provide reasonable comments to the Company with respect to, any preliminary proxy statement prepared pursuant to this Section 9.05 and all supplements and amendments thereto prior to filing of the same with the SEC. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as reasonably practicable prepare and mail to its stockholders such an amendment or supplement. Each of the Agent and the Company agrees to promptly correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as reasonably practicable prepare and mail to its stockholders an amendment or supplement to correct such information to the extent required by applicable law. In the event that the Required Stockholder Approval is not obtained at the Stockholder Meetingsuch special meeting, the Company shall cause an additional Stockholder Meeting include a proposal to approve (and the Board will unanimously recommend approval of) such issuance and, if any Warrants shall have been exercised for Series A Preferred Stock, to approve the conversion of the Series A Preferred Stock into Common Stock, at a meeting of its stockholders no less than once per each annual period until such approval is obtained (but the Company shall not be held required to do so more than three times). At each calendar quarter thereafter until such meeting at which the Required Stockholder Approval is obtainedsought, each of the Company and the Agent and the Initial Warrant Holder (to the extent the Agent or the Initial Warrant Holder or any of their Affiliates then hold shares of Common Stock) shall use reasonable best efforts to obtain such Required Stockholder Approval, and the Agent and the Initial Warrant Holder shall (to the extent permitted by the rules of the New York Stock Exchange) vote or cause to be voted any Common Stock they or their Affiliates then hold in favor of such approval and, if requested by the Company, shall deliver proxies in respect of such Common Stock to an agent designated by the Company for such purpose. The Company shall also call a special meeting of stockholders as promptly as reasonably practicable in the event that (i) the Company does not have a sufficient number of authorized shares of Common Stock to issue Common Stock upon exercise of all unexercised Warrants and to effect the conversion of any issued Series A Preferred Stock into Common Stock, in which case stockholder approval to amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock shall be sought, or (ii) any or all of the Warrants are exercised for Series A Preferred Stock, in which case stockholder approval for conversion of the Series A Preferred Stock into Common Stock shall be sought, in each case in accordance with the voting requirements set forth in the Company’s by-laws. In connection with the stockholders' event of a special meeting contemplated by this Section 4(p)called pursuant to clause (i) or (ii) in the immediately preceding sentence, the Company shall (i) use its best commercially reasonable efforts to solicit its stockholders' obtain such stockholder approval and the Holders shall (to the extent permitted by the rules of the Resolutions and (iiNew York Stock Exchange) cause at least a majority vote any Common Stock they then hold in favor of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECsuch approval.

Stockholder Approval. (a) The Company shall file with duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable following the SEC and provide each stockholder date upon which the Form S-4 becomes effective (the “Company Stockholders Meeting”) for the purpose of obtaining the Required Company Vote and, subject to Section 7.3(b), shall take all lawful action to solicit the adoption of this Agreement by such stockholders. The board of directors of the Company with an information statement complying with the requirements shall recommend adoption of the 1934 Act and substantially in the form that has been previously reviewed and approved this Agreement by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder “Company Recommendation”) in the Proxy Statement/Prospectus and shall not directly or indirectly (x) withdraw, modify or qualify in any manner adverse to Acquiror such recommendation or (y) take any other action or make any other public statement in connection with the Company Stockholders Meeting", or in reference to an Acquisition Proposal (as defined in Section 7.4(b)), which that is inconsistent with such recommendation (any action or public statement described in clause (x) or (y) being referred to as a “Change in Company Recommendation”), except as and to the extent expressly permitted by Section 7.3(b). Notwithstanding any Change in Company Recommendation, this Agreement shall be called submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of voting on the adoption of this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligation; provided, however, that if the board of directors of the Company shall have effected a Change in Company Recommendation, then the board of directors of the Company may submit this Agreement to the Company’s stockholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s stockholders in the Proxy Statement/Prospectus and the Form S-4 or an appropriate amendment or supplement thereto to the extent required by applicable Law. (b) Notwithstanding the foregoing, prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors date of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Stockholders Meeting, the Company and its board of directors shall cause be permitted to effect a Change in Company Recommendation if and only to the extent that: (i) it has complied in all material respects with Section 7.4, (ii) its board of directors, based on the advice of its outside counsel, determines in good faith that failure to take such action would result in a violation of its fiduciary duties under applicable Law, and (iii) if the Company’s board of directors intends to effect a Change in Company Recommendation following and as a result of an additional Stockholder Meeting Acquisition Proposal, (A) such Acquisition Proposal was unsolicited and the Company’s board of directors has concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal (as defined in Section 7.4(c)) after giving effect to all of the adjustments which may be held each calendar quarter thereafter until Stockholder Approval is obtainedoffered by Acquiror pursuant to clause (C) below, (B) the Company has notified Acquiror in writing, at least five (5) Business Days in advance, of its intention to effect a Change in Company Recommendation (the “Notice Period”), specifying the material terms and conditions of any such Superior Proposal (including the identity of the party making such Superior Proposal) and furnishing to Acquiror a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and all other material documents and (C) during the Notice Period, and in any event, prior to effecting such a Change in Company Recommendation, the Company has negotiated, and has caused its financial and legal advisors to negotiate, with Acquiror in good faith (to the extent Acquiror desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. In connection with the stockholders' meeting contemplated by this Section 4(p)event of any material revisions to the Superior Proposal, the Company shall be required to deliver a new written notice to Acquiror and to again comply with the requirements of this Section 7.3(b) with respect to such new written notice, except that the Notice Period shall be reduced to three (i3) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECBusiness Days.

Stockholder Approval. The Company shall file In consultation with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (eachPurchaser, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by as promptly as practicable after the Stockholder Meeting Deadlinedate hereof. IfWithout limiting the generality of the foregoing, despite (i) the Company shall promptly file preliminary proxy solicitation materials with the SEC, promptly respond to any comments from the staff of the SEC in connection therewith and take all other actions to release such materials for delivery to the Company's reasonable best efforts’s stockholders as promptly as practicable, (ii) the Company shall call a meeting of the Company’s stockholders to be held as promptly as practicable after the release of such proxy solicitation materials and (iii) unless the Board determines in good faith that doing so would be inconsistent with its fiduciary duties under applicable Law, the Board shall recommend to the Company’s stockholders that they grant the Stockholder Approval is (and shall not obtained at revoke or rescind its recommendation) and the Stockholder MeetingCompany shall include the Board’s recommendation in such proxy solicitation materials. The Company shall provide the Purchaser and its counsel with drafts of all proxy solicitation materials sufficiently in advance of their filing to permit the Purchaser and its counsel to review and comment thereon, shall promptly advise the Purchaser of any communications from the staff of the SEC regarding such proxy solicitation materials and promptly provide the Purchaser and its counsel with copies of any written comments or other communications from the SEC’s staff regarding such proxy solicitation materials. The Company shall use reasonable efforts in good faith to incorporate any comments provided by the Purchaser regarding such proxy solicitation materials. If advisable, the Company shall cause an additional Stockholder Meeting retain a proxy solicitation firm to be held each calendar quarter thereafter until Stockholder Approval is obtained. In assist in the solicitation of proxies in connection with the stockholders' meeting contemplated by this Section 4(p), Stockholder Approval. The Purchaser shall reasonably cooperate with the Company shall (i) use in connection with its best efforts to solicit its stockholders' approval obtain the Stockholder Approval, including by providing any information regarding the Purchaser that may be required to be included in any proxy solicitation materials, provided that neither Purchaser shall be required to agree to any change in the terms of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company Perseus Securities or any modification or amendment to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECthis Agreement or any other Transaction Document.

Stockholder Approval. The (a) As soon as reasonably practicable following the acquisition by Acquisition of a majority of the outstanding Shares (on a fully diluted basis), the Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken take all action necessary in accordance with the Resolutions Delaware GCL and its Certificate of Incorporation and By-Laws to call, give notice of and convene a meeting (a "Meeting") of its stockholders to consider and vote upon the approval and adoption of this Agreement and the Merger and for such other purposes as may be necessary or desirable. The Board of Directors of the Stockholder Approval Company has determined that the Merger is advisable and in the best interests of the stockholders of the Company and shall, subject to fiduciary duties as advised by counsel, recommend that the stockholders of the Company vote to approve and adopt this Agreement and the Merger and any other matters to be submitted to stockholders in connection therewith. (each, b) As promptly as defined belowreasonably practicable following the acquisition by Acquisition of a majority of the outstanding Shares (on a fully diluted basis). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at file a special proxy or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior information statement pertaining to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement Merger (the "Proxy Statement"), . Parent and Acquisition shall cooperate fully with the Company in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all preparation of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation Proxy Statement and the rules any amendments and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval")supplements thereto. The Proxy Statement shall not be distributed, and no amendment or supplement thereto shall be made by the Company shall use Company, without the prior consent of Parent and its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionscounsel. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event have the Proxy Statement is subject to review cleared by the SEC and shall cause a definitive Proxy Statement to be distributed to its stockholders entitled to vote upon the Merger as promptly as practicable thereafter. (iic) The Company shall notify Parent of the date that is thirty (30) days after receipt of the Closing Date in comments of the event SEC and of any requests by the SEC for amendments or supplements to the Proxy Statement is not subject or for additional information, and shall promptly supply Parent with copies of all correspondence between the Company (or its representatives) and the SEC (or its staff) with respect thereto. If, at any time prior to review the Meeting, any event should occur relating to or affecting the Company, Parent or Acquisition, or to their respective officers or directors, which event should be described in an amendment or supplement to the Proxy Statement, the parties shall promptly inform one another and shall cooperate in promptly preparing, filing and clearing with the SEC and, if required by applicable securities laws, distributing to the SECCompany's stockholders such amendment or supplement.

Stockholder Approval. (a) The Company Seller shall file with use its Reasonable Best Efforts to obtain, as promptly as practicable, and in any event within 20 business days after the SEC and provide each date of this Agreement, the Requisite Stockholder Approval, either at a special meeting of stockholders or pursuant to a written stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken consent, all in accordance with the Resolutions and applicable requirements of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedDelaware General Corporation Law. In connection with such special meeting of stockholders or written stockholder consent, the Seller shall provide the Disclosure Statement to its stockholders' meeting . The Buyer agrees to cooperate with the Seller in the preparation of the Disclosure Statement. The Seller agrees not to distribute the Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by the Buyer (which approval may not be unreasonably withheld, conditioned or delayed). If the Requisite Stockholder Approval is obtained by means of a written consent, the Seller shall send, pursuant to Section 228 of the Delaware General Corporation Law, a written notice to all stockholders of the Seller that did not execute such written consent informing them that the sale of the Acquired Assets as contemplated by this Section 4(p)Agreement was approved by the stockholders of the Seller. (b) The Seller, acting through its Board of Directors, shall include in the Company shall (i) use Disclosure Statement the unanimous recommendation of its best efforts to solicit its stockholders' Board of Directors that the stockholders of the Seller vote in favor of the adoption of this Agreement and the approval of the Resolutions and transactions contemplated by this Agreement. (iic) cause at least The Seller shall ensure that the Disclosure Statement does not contain any untrue statement of a majority material fact or omit to state a material fact necessary in order to make the statements made, in light of the Board circumstances under which they were made, not misleading (provided that the Seller shall not be responsible for the accuracy or completeness of Directors any information concerning the Buyer furnished by the Buyer in writing for inclusion in the Disclosure Statement). (d) The Buyer shall ensure that any information furnished by the Buyer to the Seller in writing for inclusion in the Disclosure Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the Company to recommend to the stockholders that circumstances under which they approve the Resolutions. As used hereinwere made, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECmisleading.

Stockholder Approval. (i) The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken take all action necessary in accordance with applicable law and the Resolutions Company’s certificate of incorporation and by-laws to duly call, give notice of, convene and hold a special meeting of the Company’s stockholders to take place as soon as reasonably possible following the date hereof for the purpose of obtaining the Stockholder Approval (each, as defined belowthe ‘‘Stockholders Meeting”). In addition to . (ii) At the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Stockholders Meeting, the Company shall present one or more proposals, that in the aggregate encompass the matters that are subject to the Stockholder Approval (collectively, the ‘‘Stockholder Approval Matters”), for the purpose of obtaining the Stockholder Approval and the Series A Holders entitled to vote on the Stockholder Approval Matters shall be present at the Stockholders Meeting in person or by proxy and will vote or cause an additional Stockholder Meeting to be voted all of the Series A Preferred Stock or Voting Common Stock, as applicable, held each calendar quarter thereafter until by it (or him) or its Affiliates and entitled to vote on any Stockholder Approval is obtained. In connection with Matter in favor of the stockholders' meeting contemplated by this Section 4(p)approval of such Stockholder Approval Matter. (iii) The Board of Directors, acting on the recommendation of the Special Committee, shall recommend to the stockholders of the Company shall (i) use its best efforts to solicit its stockholders' that they vote in favor of the approval of the Resolutions Stockholder Approval Matters (the ‘‘Recommendation”) and (ii) cause at least a majority of shall not withdraw or adversely modify or amend such Recommendation; provided, that the Board of Directors may withdraw, modify or amend the Recommendation if (A) the Board of Directors reasonably determines in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable law and (B) prior to taking such action, the Board of Directors shall have given the Series A Holders at least five (5) Business Days notice of its intention to take such action and the opportunity to meet with the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECits outside legal counsel and financial advisor.

Stockholder Approval. The Company shall file with either (x) if the SEC and provide each stockholder Company shall have obtained the prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of “Stockholder Consent”) to obtain the Stockholder Approval (each, as defined below). In addition , inform the stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the foregoingforty-fifth (45th) calendar day after the Closing Date (or, if required such filing is delayed by any governmental a court or regulatory agency, in no event later than 90 calendar days after the Company shall Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a an annual or special or annual meeting of stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called at or prior to the Company's next annual meeting of stockholders, but in no event and held not later than July 31, 2024 (the “Stockholder Meeting Deadline (as defined belowDeadline”), a proxy statement (the "Proxy Statement")statement, in each case, in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLPBuyers. The proxy statement, soliciting if any, shall solicit each such of the Company’s stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the approval of the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Preferred Shares or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval"”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to October 31, 2024. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. (a) The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing take such stockholders of the actions taken in accordance with the Resolutions and of as are reasonably necessary to obtain the Stockholder Approval (each, as defined below). In addition ) with respect to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders conversion of the Company (Rho Notes and the "Stockholder Meeting")exercise of the Rho Warrant and the Prentice Warrant through an action by majority written consent of the stockholders, which shall to be called signed and delivered by each of the Investors at or prior to Closing (the Company's next annual meeting of stockholders“Stockholder Written Consent”). The Company shall prepare and file with the United States Securities and Exchange Commission (the “Commission”) within 45 days after the Closing, but in no event later than an information statement relating to the Stockholder Meeting Deadline (as defined below), a proxy statement Written Consent (the "Proxy “Information Statement"”), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the . The Company shall use its reasonable best efforts to solicit its stockholders' approval respond to any comments of such Resolutions the Commission and to cause the Board of Directors obtain effectiveness of the Company to recommend to the stockholders that they approve the ResolutionsInformation Statement as promptly as reasonably practicable. The Company shall be obligated mail the Information Statement to seek each of the Company’s stockholders as promptly as reasonably practicable after responding to obtain the Stockholder Approval all such comments received by the Stockholder Meeting DeadlineCommission to the satisfaction of the Commission. (b) The Company will notify the Investors promptly of the receipt of any comments from the Commission for amendments or supplements to the Information Statement, and will supply the Investors with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Commission, on the other hand, with respect to the Information Statement. IfIf there shall occur any event that should be set forth in an amendment or supplement to the Information Statement, despite the Company will promptly prepare and mail to its stockholders such amendment or supplement. The Company will not mail any Information Statement, or any amendment or supplement thereto, to which any Investor reasonably objects after being afforded the opportunity to review the same. The Investors shall cooperate with the Company in the preparation of the Information Statement or in responding to any comments of the Commission, and the Investors shall promptly notify the Company if any information supplied by it for inclusion in the Information Statement shall have become false or misleading, and shall cooperate with the Company in disseminating the Information Statement, as so amended or supplemented, to correct any such false or misleading information. (c) Each Investor hereby agrees to vote or cause to be voted all shares of the Company's reasonable best efforts’s voting stock that are beneficially owned by such Investor, or over which such Investor has or shares voting control, and to cause every Affiliate (as such term is defined in Rule 12b-2 of the Exchange Act) of the Investor to vote or cause to be voted, from time to time and at all times, in whatever manner as shall be necessary to ensure that the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.,

Stockholder Approval. The Company (a) As promptly as reasonably practicable following the date of this Agreement, Careertek Acquisition shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken take all action reasonably necessary in accordance with the Resolutions and laws of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting State of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate Florida and its Articles of Incorporation and Bylaws to secure written consents for the rules approval and regulations adoption of the Principal Market (such affirmative approval being referred to herein Merger and the Merger Agreement, as well as the "Stockholder Approval"), Reincorporation and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Name Change. The Board of Directors of Careertek Acquisition shall unanimously recommend that Careertek Acquisition's shareholders vote to approve and adopt the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. IfMerger, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting this Agreement and any other matters to be held each calendar quarter thereafter until Stockholder Approval is obtainedsubmitted to Careertek Acquisition's shareholders in connection therewith. In connection with the stockholders' meeting contemplated by this Section 4(p)Careertek Acquisition shall, the Company shall (i) subject as aforesaid, use its best efforts to solicit its stockholders' and secure from shareholders of Careertek Acquisition such approval of the Resolutions and adoption. (iib) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) promptly as reasonably practicable following the date that is sixty of this Agreement, Careertek Acquisition shall prepare and file with the SEC under the Securities Act of 1933, as amended (60) days after the Closing Date in "Securities Act"), and the event the Proxy Statement is subject to review rules and regulations promulgated by the SEC and thereunder a registration statement on Form S-4 (iior other form of registration statement as agreed by the parties) (the date that is thirty (30"registration statement") days after covering all shares of Careertek Acquisition Stock issuable as a consequence of the Closing Date Merger. Careertek Acquisition may also register shares of existing shareholders for resale on a companion S-1 or SB-2 filing. Careertek shall cooperate fully with Careertek Acquisition in the event preparation and filing of the Proxy Registration Statement is not subject and any amendments and supplements thereto, including, without limitation, the furnishing to review Careertek Acquisition of such information regarding Careertek as shall be required by each of the Securities Act and the Exchange Act and the respective rules and regulations promulgated by the SECSEC thereunder.

Stockholder Approval. The Within 45 days of Closing, the Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement")statement, in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLPBuyers, soliciting the affirmative votes of each such stockholder's affirmative vote at the Stockholder Meeting of its stockholders of record for approval of resolutions (the "Resolutions") providing for the issuance of all the Securities, including, for the avoidance of doubt, the approval of a change of control of the Securities as described Company, in the Transaction Documents in accordance compliance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval")”; and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”) and the Company shall use its reasonable best efforts to to, at the expense of the Company, solicit its stockholders' ’ approval of such Resolutions resolution and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionssuch resolution. The Company shall hold a special meeting of stockholders (the “Stockholder Meeting”) for purposes of Stockholder Approval no later than January 14, 2025 (the “Stockholder Meeting Deadline”), and the Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter within 90 days later. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. In connection with Notwithstanding the stockholders' meeting contemplated by this Section 4(p)above, the Company shall (i) use its best efforts not be required to solicit its stockholders' approval hold a Stockholder Meeting or seek Stockholder Approval any time following the time when the Preferred Shares are no longer outstanding if upon full exercise of the Resolutions Warrants, the shares of Common Stock issued pursuant to the Preferred Shares and Warrants would not exceed the Exchange Cap (ii) as defined in the Certificate of Designations). Each Buyer covenants to vote, and shall cause at least a majority its affiliates to vote, all Preferred Shares owned by such Buyer or its affiliates, as applicable, in respect of any resolution presented to the stockholders of the Company for the purpose of obtaining the Stockholder Approval. For clarity, the Buyer’s agreement to vote its Preferred Shares in accordance with the foregoing sentence, does not require the Buyer to vote such shares for or against any other proposal or proposals, whether or not such other proposal or proposals are recommended by the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECDirectors.

Stockholder Approval. (a) The Board of Directors of Company shall file with will submit to its stockholders the SEC plan of merger contained in this Agreement and provide each stockholder any other matters required to be approved or adopted by its stockholders in order to carry out the intentions of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below)this Agreement. In addition to the foregoingfurtherance of that obligation, if required by any governmental or regulatory agencyCompany will take, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), law and the Company Certificate and Company Bylaws, all action necessary to convene a meeting of its stockholders, as promptly as practicable, to consider and vote upon approval of the plan of merger as well as any other such matters. The Board of Directors of Company will use all reasonable best efforts to obtain from its stockholders a vote approving and adopting the plan of merger contained in this Agreement. However, if the Board of Directors of Company, after consultation with (and based on the advice of) counsel, determines in good faith that, because of special circumstances (it being agreed that such special circumstances will include, for purposes of this Agreement, the receipt by Company of an Acquisition Proposal that the Board of Directors of Company concludes in good faith constitutes a Superior Proposal), it would be reasonably likely to result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to Company’s stockholders, the Board of Directors of Company may submit this Agreement to its stockholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of Company may communicate the basis for its lack of a recommendation to the stockholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that Company may not take any actions under this sentence until after giving Purchaser at least two business days to respond to any such Acquisition Proposal or other circumstances giving rise to such particular proposed action (and after giving Purchaser notice of the latest material terms, conditions and identity of the third party in any such Acquisition Proposal or describe in reasonable detail such other circumstances) and then taking into account any amendment or modification to this Agreement proposed by Purchaser (it being agreed that Section 2 of the Confidentiality Agreement will not preclude such a response or proposal). (b) The Board of Directors of Purchaser will submit to its shareholders the proposed issuance of Purchaser Common Stock in connection with the Merger. In furtherance of that obligation, Purchaser will take, in accordance with applicable law and the Purchaser Certificate and Purchaser Bylaws, all action necessary to convene a meeting of its shareholders, as promptly as practicable, to consider and vote upon approval of the issuance proposal. The Board of Directors of Purchaser will use all reasonable best efforts to obtain from its shareholders a vote approving the issuance of Purchaser Common Stock. However, if the Board of Directors of Purchaser, after consultation with (and based on the advice of) counsel, determines in good faith that, because of special circumstances, it would be reasonably likely to result in a violation of its fiduciary duties under applicable law to continue to recommend the issuance proposal, then in submitting the issuance proposal to Purchaser’s shareholders, the Board of Directors of Purchaser may submit this Agreement to its shareholders without recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors of Purchaser may communicate the basis for its lack of a recommendation to the shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law. (c) If either the Company or Purchaser shall have failed to obtain the requisite vote of its shareholders for the consummation of the transactions contemplated by this Agreement at a duly held meeting of its shareholders or at any adjournment or postponement thereof, then, unless this Agreement shall have been terminated pursuant to its terms, each of the parties shall in good faith use its reasonable best efforts to solicit its stockholders' approval negotiate a restructuring of such Resolutions the transaction provided for herein (it being understood that neither party shall have any obligation to alter or change the amount or kind of the Merger Consideration) and to cause resubmit the Board of Directors of the Company transaction to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECsuch party’s shareholders for approval.

Stockholder Approval. The Company shall file with (a) Pursuant to the SEC and provide Voting Agreement, each stockholder of the Company Cable Stockholders has agreed to execute, or cause to be executed, immediately following execution and delivery of this Agreement a written consent with an information statement complying with respect to all Shares owned by it or which it has the requirements right to vote or consent in favor of approval and adoption of the 1934 Act Merger and substantially in this Agreement (the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below"Stockholders Consent"). In addition to Notwithstanding the foregoing, if required by any governmental or regulatory agencyParent so requests, the Company shall provide each stockholder entitled will take all action necessary in accordance with applicable law and its Certificate of Incorporation and By-Laws to vote at convene a special or annual meeting of its stockholders to consider and vote upon the approval and adoption of this Agreement and the transactions contemplated hereby, and to submit this Agreement to the stockholders of the Company (the "Stockholder Meeting")for their approval, which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), solicit a proxy statement (the "Proxy Statement")further written consent, in lieu of a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLPstockholders' meeting, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation its stockholders approving and adopting this Agreement and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval")transactions contemplated hereby, and the Company shall use and its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors shall take all lawful reasonable action to solicit, and use all reasonable efforts to obtain, such approval. (b) Notwithstanding the provisions of Section 7.3(a), after the adoption of this Agreement by the stockholders of the Company to recommend to Company, without the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval affirmative approval, by the Stockholder Meeting Deadline. Ifvote or written consent, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least holders of Shares representing a majority of the Board votes that may be cast by the holders of Directors of all then outstanding Shares, the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means will not (i) enter into any amendment to this Agreement that would alter or change any of the date that is sixty (60) days after terms and conditions of this Agreement if such alteration or change would adversely affect the Closing Date in the event the Proxy Statement is subject to review by the SEC and holders of Shares, (ii) waive any condition set forth in Section 8.1 or Section 8.3 if such waiver would materially adversely affect the date holders of Shares or (iii) consummate the Merger after a time at which the Company would be entitled to terminate the Agreement pursuant to Section 9.2(a) (without regard to any amendment of such Section not approved pursuant to this Section 7.3(b)). (c) Parent, as the sole stockholder of Merger Sub, hereby consents to the adoption of this Agreement by Merger Sub and agrees that is thirty (30) days after such consent shall be treated for all purposes as a vote duly adopted at a meeting of the Closing Date in the event the Proxy Statement is not subject to review by the SECstockholders of Merger Sub held for this purpose.

Stockholder Approval. The Company shall file with If required by the SEC applicable rules and provide each stockholder regulations of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval Eligible Market (each, as defined belowor any successor entity). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at hold a special or annual meeting of stockholders of (which may also be at the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders) as soon as practicable, but in no event later than seventy-five (75) days following the date on which two (2) conversions of Preferred Shares by the Buyers would require approval of the Company’s stockholders pursuant to the rules and regulations of the Eligible Market, for the purpose of obtaining the Stockholder Meeting Deadline Approval (as defined below); provided, however, such date shall be increased by an additional thirty (30) calendar days in the event that the Company receives comments to its proxy statement from the SEC, with the recommendation of the Company’s board of directors that such proposal be approved, and the Company shall solicit proxies from its stockholders 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. If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every three (3) months thereafter to seek Stockholder Approval until the date the Stockholder Approval is obtained. Prior to any such stockholder meeting, the Company shall timely file a proxy statement (pursuant to Section 14(a) of the "Proxy Statement"), 1934 Act in a form reasonably acceptable compliance in all material respects with the provisions of its Bylaws and all applicable law. The Company shall not be required to issue any Conversion Shares if such issuance would cause the Company to be required to obtain the Stockholder Approval either pursuant to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLPrules and regulations of the Trading Market or otherwise until such Stockholder Approval has been obtained. As used herein, soliciting each such stockholder's affirmative vote at “Stockholder Approval” means the Stockholder Meeting for approval of resolutions (such number of the "Resolutions") providing for holders of the outstanding shares of the Company’s voting securities as required by its Bylaws and the Nevada Revised Statutes, to ratify and approve all of the transactions contemplated by the Transaction Documents, including the issuance of all of the Securities Securities, all as described in may be required by the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Eligible Market (such affirmative approval being referred to herein as the "Stockholder Approval"or any successor entity), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. The (a) As soon as practicable following the date hereof, the Company shall will prepare and file with the SEC and provide each stockholder of Commission a proxy statement to be distributed to the Company with an information statement complying Company's stockholders in connection with the requirements solicitation of the 1934 Act and substantially votes in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and favor of the Stockholder Approval (eachas amended or supplemented from time to time, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the . The Company shall use its reasonable best efforts to solicit its stockholders' approval (i) respond as promptly as practicable to any comments of such Resolutions and to the Commission with respect thereto (ii) have or cause the Board of Directors of Proxy Statement to be cleared by the Company Commission as promptly as practicable and (iii) cause the Proxy Statement to recommend be mailed to the Company's stockholders that they approve the Resolutionsas promptly as practicable thereafter. The Company shall promptly notify each of the Purchasers upon the receipt of comments from the Commission or its staff or any request from the Commission or its staff for amendments or supplements to the Proxy Statement and shall provide each of the Purchasers with copies of all correspondence between the Company and its representatives, on the one hand, and the Commission and its staff, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the Commission with respect thereto, the Company (x) shall provide each of the Purchasers with an opportunity to review and comment on such document or response, (y) shall include in such document or response all comments reasonably proposed by the Purchasers and (z) shall not file or mail such document or respond to the Commission prior to receiving the approval of the Purchasers purchasing a majority of the Purchased Shares, which approval shall not unreasonably be obligated withheld or delayed. The Company shall use its reasonable best efforts to seek cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder, including without limitation, Section 14(a) thereof. (b) Following the clearance by the Commission of the Proxy Statement and upon the mailing thereof to the Company's stockholders, the Company shall call and arrange for a special meeting of the stockholders of the Company and take such other actions necessary to obtain the Stockholder Approval by as promptly as practicable. Unless there has been a Parent Change of Recommendation (as such term is defined in the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(pMerger Agreement), the Company shall (i) use shall, through its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to Directors, recommend to the its stockholders that they approve and authorize the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) issuance and sale of the date that is sixty (60) days after Purchased Shares to the Closing Date Purchasers in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECaccordance with this Agreement.

Stockholder Approval. The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially include a proposal in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each definitive proxy statement for its annual stockholder entitled to vote at a special or annual meeting of stockholders of the Company for 2023 (the "Stockholder “2023 Annual Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"”), in a form reasonably acceptable to the Buyers after review be reviewed by Sxxxxxx Rxxx & Zxxxx LLPEclipse and its representatives, soliciting each such stockholder's approval by the Company’s stockholders of an affirmative vote at the Stockholder Meeting for such meeting for approval of resolutions (the "Resolutions") providing for the Company’s issuance of all Company Common Stock in excess of the Securities Individual Holder Share Cap (as described defined in the Transaction Documents Certificate of Designation and Warrant) such that such Individual Holder Share Cap shall no longer apply in accordance with applicable law, the provisions of the Certificate of Incorporation law and the rules and regulations of the Principal Market NYSE (such affirmative approval being referred to herein as the "“Stockholder Approval"”), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, If the Stockholder Approval is not obtained at the Stockholder 2023 Annual Meeting, the Company shall cause an additional Stockholder use commercially reasonable efforts to call a special stockholder meeting within four (4) months of the 2023 Annual Meeting to be held each calendar quarter thereafter until obtain the Stockholder Approval as contemplated and if the Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p)not obtain at such special meeting, the Company shall again include the Stockholder Approval for its annual stockholder meeting for 2024. For each such meeting, the Company shall use commercially reasonable effectors to solicit the stockholders approval of such resolutions in connection with the Stockholder Approval including, without limitation, by (i) use its best efforts to solicit its stockholders' approval including a unanimous recommendation of the Resolutions and Company’s board of directors for stockholders to approve the Stockholder Approval in the applicable proxy statement, (ii) using commercially reasonable efforts to ensure a quorum is present at the stockholder meeting, (iii) using commercially reasonable efforts to cause at least a majority the Company’s officers and directors to vote their shares of Company Common Stock in accordance with the Board of Directors Director’s recommendation at such stockholder meeting and (iv) considering the reasonable comments of Eclipse and its representatives on the proxy materials and any related communications or other materials in connection with the meeting and the Stockholder Approval. For the avoidance of debt, the Company shall pay all expenses incurred by it pursuant to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECthis Section 4.14.

Stockholder Approval. The Company shall (a) as soon as practicable, but not later than 30 days after the date hereof, prepare and file a proxy statement with the SEC and provide each stockholder of the Company Commission with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition respect to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at holding of a special or annual stockholders' meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance purpose of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market obtaining stockholder approval (such affirmative approval being referred to herein as the "Stockholder Approval")) of, amongst other things, (i) the issuance of the Series B Preferred Stock and Warrants to the extent required by Applicable Law and NASD rules and regulations, (ii) the amendment and restatement of the Company's Certificate of Incorporation in a manner reasonably satisfactory to the Purchaser and to reflect the corporate governance provided for herein, and (iii) more generally, if requested by the Purchaser, the approval of this Agreement, the other Documents and the transactions contemplated hereby and thereby, (b) promptly call and give notice of such meeting following the Commission's clearance of such proxy statement and (c) on or before the fortieth (40th) day following the Commission's clearance of such proxy statement, convene and hold such meeting. The Company shall use its commercially reasonable best efforts to obtain such Stockholder Approval, including, but not limited to, responding promptly to the Commission's comments in order to obtain clearance of such proxy statement. The Company shall, through its Board of Directors, recommend to its stockholders that Stockholder Approval be given, and the Company shall use its reasonable best efforts to solicit its stockholders' approval cause each member of such Resolutions and to cause the Company's Board of Directors and all other Key Stockholders to vote their shares of the Company Common Stock to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by items set forth in clause (a) of this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC5.

Stockholder Approval. (a) The Company shall will file a proxy statement in preliminary form with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition respect to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "“Stockholder Meeting")”) to obtain Stockholder Approval within 90 days following the Closing Date, which shall be called at or prior and thereafter, will use its reasonable best efforts to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), cause a definitive proxy statement (the "“Proxy Statement")”) to be available to be distributed to stockholders. If the Company is notified by the U.S. Securities and Exchange Commission (the “SEC”) that the proxy statement will not be subject to review or subject to further review, in a form reasonably acceptable to as the Buyers case may be, it will mail the Proxy Statement within five business days after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting such notification and hold the Stockholder Meeting within 25 business days after mailing the Proxy Statement. The Proxy Statement shall solicit each such stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all the: (i) approval of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions Conversion for purposes of NYSE Rule 312.03(c)(2) and (ii) approval of the Certificate Conversion for purposes of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"NYSE Rule 312.03(b)(3), and the . The Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions. (b) Notwithstanding Section 2.5(a) above, if a Failure Event occurs, the Resolutions. The Company shall be obligated will file a proxy statement in preliminary form within 20 days following the return to seek the Purchasers of the Escrow Funds pursuant to the Escrow Agreement. (c) If the Company is unable to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional will undertake to obtain such approval at (i) a special meeting of the Company’s stockholders held 90 days after the Stockholder Meeting to be held each calendar quarter and (ii) at least once every 90 days thereafter until Stockholder Approval is obtained. (d) If the Offered Preferred Stock (other than shares of Offered Preferred Stock held by investors that cannot invest directly in the Company’s Common Stock prior to receipt of HSR Approval and shares of Offered Preferred Stock that are not converted due to the Conversion Limit) remains outstanding on the 180th day following the Closing Date, the Conversion Price (as defined in the Certificate of Designations) will be decreased by 1.0%, subject to a maximum decrease of 10%, subject to adjustment, every 90 days thereafter (or the pro rata portion of such adjustments for any partial period) until the Offered Preferred Stock is no longer outstanding (other than shares of Preferred Stock held by investors that cannot invest directly in our Common Stock prior to receipt of HSR Approval and shares of Offered Preferred Stock that are not converted due to the Conversion Limit). In connection The decreased Conversion Price shall not be applied with respect to shares of Offered Preferred Stock not previously converted due to the stockholders' meeting contemplated by this Section 4(p)absence of an HSR Approval. (e) On or prior to the Funding Date, the Company shall will enter into a cooperation agreement, in substantially the form attached hereto as Exhibit C (the “Cooperation Agreement”), by and among the Company, Holdings, Doral Holdings L.P., and Doral GP Ltd. (such individuals and entities referred to as “Cooperation Agreement Stockholders”), committing each Cooperation Agreement Stockholder, among other things, to (i) use its best efforts to solicit its stockholders' approval vote their shares in favor of the Resolutions and resolutions described in Section 2.5(a) above, (ii) cause at least a majority not voluntarily dissolve Holdings and Doral Holdings L.P. or transfer any of its shares of Common Stock prior to receipt of Stockholder Approval, and (iii) to dissolve Holdings and its direct and indirect parent companies after receipt of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.Approval;

Stockholder Approval. 11.1 The Company hereby agrees to seek the Sixth Amendment Stockholder Approval. As promptly as practicable after the execution of this Amendment, the Company shall file with a preliminary information statement related to the SEC Sixth Amendment Stockholder Approval, and provide each stockholder of the Company with an shall thereafter mail a definitive information statement complying with to the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such Company’s stockholders of the actions taken in accordance with the Resolutions and rules of the SEC. If for any reason the Company cannot obtain the Sixth Amendment Stockholder Approval via written consent (each, as defined belowincluding any objection to such process by the staff of the Exchange). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or hold its annual meeting of stockholders or a special meeting of stockholders (each, the Company “Sixth Amendment Stockholder Meeting”) at the earliest practical date following the determination that the Sixth Amendment Stockholder Approval by written consent is not feasible (and in event not later than 60 days after the date hereof (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the “Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"Deadline”), and the Company shall use file a preliminary and definitive proxy statement for the Sixth Amendment Stockholder Meeting as promptly as practicable thereafter and shall hold the Sixth Amendment Stockholder Meeting for the purpose of obtaining the Sixth Amendment Stockholder Approval, with the recommendation of the Company’s board of directors to the Company’s stockholders that such stockholders vote in favor of the matters contemplated by the Sixth Amendment Stockholder Approval, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as the Company has historically solicited proxies at its annual meetings of stockholders for management proposals in such proxy statements, and all management-appointed proxyholders shall vote their proxies in favor of such matters. If, despite the Company's reasonable best efforts the Sixth Amendment Stockholder Approval is not obtained on or prior to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of Stockholder Meeting Deadline, the Company shall cause an additional stockholder meeting to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, efforts the Sixth Amendment Stockholder Approval is not obtained at the Stockholder Meetingsuch subsequent stockholder meeting, the Company shall cause an additional Stockholder Meeting stockholder meeting to be held each calendar quarter semi-annually thereafter until the Sixth Amendment Stockholder Approval is obtained. In connection accordance with the stockholders' meeting Company’s bylaws and the Listing Rules, the voting standard at the Sixth Amendment Stockholder Meeting for the proposals to approve the matters contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval Sixth Amendment Stockholder Approval will be the affirmative vote of the Resolutions and (ii) cause at least a majority of shares present in person or represented by proxy at the Board of Directors meeting and entitled to vote on the subject matter. Further and in accordance with the Listing Rules, Purchaser and its Affiliates will be permitted to vote all shares of the Company to recommend to Company’s common stock owned by them as of the stockholders that they approve record date for the Resolutions. As used herein, "Sixth Amendment Stockholder Meeting Deadline" means (i) at such meeting on the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review matters contemplated by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECSixth Amendment Stockholder Approval.

Stockholder Approval. The Company (a) UTI shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at promptly call a special or annual meeting of its stockholders of the Company (the "UTI Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance purpose of all of voting upon the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation Merger and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to obtain stockholder approval of the Merger. The UTI Stockholder Meeting shall be held as soon as practicable following the date upon which the S-4 Registration Statement becomes effective, and UTI, through its Board of Directors, subject to fiduciary duties under applicable law, will recommend to its stockholders the approval of the Merger, will not rescind or modify its declaration that the Merger is fair to and advisable and in the best interest of UTI and its stockholders and will take all lawful action to solicit such approval; provided that UTI's Board of Directors may rescind or modify such declaration following receipt of a Superior Proposal. (b) PEC shall promptly call a meeting of its stockholders' stockholders (the "PEC Stockholder Meeting" and, together with the UTI Stockholder Meeting, the "Stockholder Meetings") for the purpose of voting upon the Merger and the Charter Amendment and shall use its reasonable best efforts to obtain stockholder approval of such Resolutions and to cause matters. PEC will, through its Board of Directors (unless the Board of Directors shall conclude in good faith, after consultation with and based upon the written advice of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is its outside legal counsel (which advice need not obtained at the Stockholder Meeting, the Company shall cause constitute an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(popinion), that not recommending the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions Merger and (ii) cause at least a majority of Charter Amendment, or withdrawing or modifying any such recommendation, is necessary in order for the Board of Directors not to breach its fiduciary obligations under applicable law), recommend to its stockholders the approval of the Company Merger and Charter Amendment and not rescind its declaration that such transactions are fair to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date and advisable and in the event the Proxy Statement is subject best interest of PEC and its stockholders and take all lawful action to review by the SEC and (ii) the date solicit such approval; provided that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.PEC's Board of Directors may rescind or modify such declaration following receipt of a Superior Proposal. The

Stockholder Approval. The Company (a) SIB shall file with the SEC duly take all lawful action to call, give notice of, convene and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at hold a special or annual meeting of its stockholders of as promptly as practicable following the Company date upon which the Form S-4 becomes effective (the "Stockholder SIB Stockholders Meeting")) for the purpose of obtaining the Required SIB Vote and, which except as provided hereby, shall be called at or prior take all lawful action to solicit the Company's next annual meeting adoption of this Agreement by such stockholders, but in no event later than . The Board of Directors of SIB shall recommend adoption of this Agreement and the Stockholder Meeting Deadline (as defined below), a proxy statement transactions contemplated hereby by the stockholders of SIB (the "Proxy StatementSIB Recommendation"); provided, in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLPhowever, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause that the Board of Directors of the Company SIB may (x) withdraw, modify, qualify in any manner adverse to recommend ICBC, condition or refuse to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In make such recommendation or (y) take any other action or make any other public statement in connection with the stockholders' meeting contemplated by this Section 4(p)SIB Stockholders Meeting inconsistent with such recommendation (collectively, the Company shall (ia "Change in SIB Recommendation") use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of if the Board of Directors of SIB determines, in good faith after consultation with its outside financial and legal advisors, that the Company failure to recommend take such action would or could reasonably be expected to breach its fiduciary obligations under applicable law. Notwithstanding anything to the contrary herein, this Agreement shall be submitted to the stockholders of SIB at the SIB Stockholders Meeting for the purpose of adopting this Agreement and nothing contained herein shall be deemed to relieve SIB of such obligation. (b) ICBC shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable following the date upon which the Form S-4 becomes effective (the "ICBC Stockholders Meeting" and together with the SIB Stockholders Meeting, the "Stockholders Meetings") for the purpose of obtaining the Required ICBC Vote and, except as provided hereby, shall take all lawful action to solicit the adoption of this Agreement by such stockholders. The Board of Directors of ICBC shall recommend adoption of this Agreement and the transactions contemplated hereby by the stockholders of ICBC (the "ICBC Recommendation"); provided, however, that they approve the ResolutionsBoard of Directors of ICBC may (x) withdraw, modify, qualify in any manner adverse to SIB, condition or refuse to make such recommendation or (y) take any other action or make any other public statement in connection with the ICBC Stockholders Meeting inconsistent with such recommendation (collectively, a "Change in ICBC Recommendation" and together with a Change in SIB Recommendation, a "Change in Recommendation") if the Board of Directors of ICBC determines, in good faith after consultation with its outside financial and legal advisors, that the failure to take such action would or could reasonably be expected to breach its fiduciary obligations under applicable law. As used Notwithstanding anything to the contrary herein, "Stockholder this Agreement shall be submitted to the stockholders of ICBC at the ICBC Stockholders Meeting Deadline" means for the purpose of adopting this Agreement and nothing contained herein shall be deemed to relieve ICBC of such obligation. (ic) SIB and ICBC will each use their reasonable best efforts to cause the date that is sixty (60) days after SIB Stockholders Meeting and the Closing Date in ICBC Stockholders Meeting to be held on the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECsame date.

Stockholder Approval. The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special or annual meeting of stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called at or prior to the Company's next annual meeting of stockholders, but in no event and held not later than January 15, 2016 (the “Stockholder Meeting Deadline (as defined belowDeadline”), a proxy statement (the "Proxy Statement")statement, substantially in a form reasonably acceptable to the Buyers after review which shall have been previously reviewed by Sxxxxxx Rxxx Kxxxxx Xxxx & Zxxxx Wxxxxx LLP, at the expense of the Company but in any event such expense not to exceed $5,000 without the prior written approval of the Company; soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the approval of the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such without regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively)(such affirmative approval being referred to herein as the "“Stockholder Approval"”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held once in each of the three subsequent calendar quarter quarters thereafter until such Stockholder Approval is obtained. In connection with If, despite the stockholders' meeting contemplated by this Section 4(p)Company's reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "an additional Stockholder Meeting Deadline" means (i) the date that to be held semi-annually thereafter until such Stockholder Approval is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECobtained.

Stockholder Approval. The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "“Stockholder Meeting")”) a proxy statement meeting the requirements of Section 14 of the Exchange Act and the related rules and regulations thereunder promulgated by the Commission (the “Proxy Statement”) soliciting each such stockholder’s affirmative vote at the Stockholder Meeting, which meeting shall be called at or prior to the Company's next annual meeting of stockholders, promptly but in no event later than 90 days from the Stockholder Meeting Deadline (as defined below)date hereof, a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (approving the "Resolutions") providing for the Company’s issuance of all of Second Closing Securities (the Securities as described in the Transaction Documents “Stockholder Approval”) in accordance with applicable law, the provisions of the Certificate of Incorporation law and the rules and regulations of Nasdaq and the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval")Delaware General Corporation Law, and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions resolutions. Notwithstanding any other provision of this Agreement, no Second Closing Securities shall be issued under this Agreement to any Purchaser prior to Stockholder Approval (which, for this purpose shall not include the vote of any shares acquired by such Purchaser in the Initial Closing) except in accordance with the rules and to cause the Board interpretations of Directors of the Company to recommend to the stockholders that they approve the ResolutionsNasdaq. The Company and the Purchasers shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In cooperate with one another (i) in connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval preparation of the Resolutions Proxy Statement, and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used hereinin taking such actions or making any such filings, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date furnishing information required in the event connection with the Proxy Statement is subject and seeking timely to obtain any such actions, consents, approvals or waivers. The Purchasers and their counsel shall be given no less than three Trading Days to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event comment on the Proxy Statement before that document (or any amendment thereto) is not subject filed with the Commission, and reasonable and good faith consideration shall be given to review any comments made by such party and its counsel. Each of the SECPurchasers and the Company shall provide the other party and its counsel with (x) any comments or other communications, whether written or oral, that such party or its counsel may receive from time to time from the Commission or its staff with respect to the Proxy Statement promptly after receipt of those comments or other communications and (y) a reasonable opportunity to participate in the response to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the Commission.

Stockholder Approval. The (a) Promptly following the execution of this Agreement, the Company shall file with deliver notice of the SEC approval of the Merger and provide each stockholder the other actions approved by written consent of the stockholders of the Company, pursuant to the applicable provisions of the DGCL and the Company’s Charter Documents (the “Stockholder Notice”) to, and solicit the written consent from, all stockholders of the Company with an information statement complying with that did not execute such written consent informing them that this Agreement and the requirements of the 1934 Act and substantially in the form that has been previously reviewed Merger were adopted and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken Company and that appraisal rights are available for their Company Capital Stock pursuant to the DGCL, and shall promptly inform Parent of the date on which such Stockholder Notice was sent. Notwithstanding the foregoing, the Company shall give Stockholders sufficient notice to the effect that no Stockholder will be able to exercise appraisal rights if such Stockholder has not perfected such appraisal rights in accordance with the Resolutions and of the Stockholder Approval (each, as defined below)DGCL. In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the The Board of Directors of the Company shall not alter, modify, change or revoke its unanimous approval of this Agreement, the Merger and the other transactions contemplated hereby, nor its unanimous recommendation to recommend the Stockholders to vote in favor of adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby. Company shall promptly deliver a copy of each executed written consent upon receipt thereof from any Stockholder pursuant to any solicitation. (b) Any materials to be submitted to the stockholders that they approve of the Resolutions. The Company in connection with the solicitation of their approval of the Merger and this Agreement (the “Soliciting Materials”), shall be obligated subject to seek reasonable review and approval by Parent. Notwithstanding anything to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meetingcontrary contained herein, the Company shall cause an additional Stockholder Meeting not include in the Soliciting Materials any information with respect to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p)Parent or its affiliates or associates, the form and content of which shall not have been consented to in writing by Parent prior to such inclusion. The Company and Parent shall (i) use its best efforts promptly advise the other in writing if at any time prior to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of Closing the Company or Parent, as the case may be, shall obtain knowledge of any facts that might make it necessary or appropriate to recommend amend or supplement the Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable Law; provided that Parent shall only be required to provide notice of any such facts to the stockholders that they approve extent such facts relate to information furnished in writing by Parent or Sub for the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date express purposes of including in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECsuch Soliciting Materials.

Stockholder Approval. The Each of Company and Parent shall file call a meeting of its stockholders to be held as soon as reasonably practicable for the purpose of obtaining the requisite stockholder approval required in connection with the SEC Merger, on substantially the terms and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially conditions set forth in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval")this Agreement, and the shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable. The Board of Directors of Company shall use its reasonable best efforts to solicit obtain from its stockholders' stockholders the stockholder vote approving the Merger, on substantially the terms and conditions set forth in this Agreement, required to consummate the transactions contemplated by this Agreement, and shall recommend such approval except to the extent expressly permitted under Section 6.10(d). Company shall submit this Agreement to its stockholders at the stockholder meeting even if its Board of Directors shall have withdrawn, modified or qualified its recommendation. The Board of Directors of Company has adopted resolutions approving the Merger, on substantially the terms and conditions set forth in this Agreement, and directing that the Merger, on such Resolutions terms and conditions, be submitted to Company’s stockholders for their consideration. The Board of Directors of Parent shall use its reasonable best efforts to obtain from its stockholders the stockholder vote approving the issuance of Parent Common Stock in the Merger, on substantially the terms and conditions set forth in this Agreement, required to consummate the issuance of Parent Common Stock contemplated by this Agreement, and shall recommend such approval except to the extent making such recommendation would cause the Board of Directors of Parent to violate its fiduciary duties to Parent stockholders under applicable law. Parent shall submit the Company stock issuance proposal to recommend to its stockholders at the stockholders that they approve the Resolutionsstockholder meeting even if its Board of Directors shall have withdrawn, modified or qualified its recommendation. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of Parent has adopted resolutions approving the Company to recommend to Merger, on substantially the stockholders terms and conditions set forth in this Agreement, and directing that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date issuance of Parent Common Stock in the event the Proxy Statement is subject Merger, on such terms and conditions, be submitted to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECParent’s stockholders for their consideration.

Stockholder Approval. The Company (a) Borrower shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (eachuse its commercially reasonable efforts to obtain, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company soon as practicable (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than June 1, 2018), the approval of its stockholders to amend its Organizational Documents to increase the number of authorized shares of its Common Stock in order to permit the exercise of the HCP-FVA Financing Unit Warrants and any Financing Unit Warrants to be issued to other Eligible Stockholders in connection with the Financing (the “Stockholder Approval”). Prior to the record date for any Company stockholders meeting held in connection with the Stockholder Meeting Deadline Approval, HCP-FVA agrees to exercise any Loan & Backstop Warrants and any Financing Unit Warrants for which the Company has sufficient authorized capital and will vote the Common Stock it receives upon such exercise in favor of the proposals set forth in the preceding sentence. (as defined belowb) In furtherance of the obligations of Borrower under Section 10.12(a), a (i) by the Closing Date, the Board shall adopt proper resolutions authorizing the actions set forth in Section 10.12(a) above, (ii) the Board shall recommend and Borrower shall otherwise use its commercially reasonable efforts to promptly and duly obtain Stockholder Approval, including, without limitation, by filing any required proxy materials with the SEC and any applicable trading market on which the Common Stock is listed, by delivering proxy materials to its stockholders in furtherance thereof as soon as practicable thereafter, by soliciting proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and having all management-appointed proxy-holders vote their proxies in favor of such proposals to carry out such resolutions and (iii) within three (3) Business Days of obtaining such Stockholder Approval, take all actions necessary to effectuate the actions set forth in Section 10.12(a) above. If Borrower does not obtain Stockholder Approval at the first meeting (the "Proxy Statement"“First Meeting”), the Borrower shall in a form reasonably acceptable addition to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions satisfying clauses (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"i), (ii) and (iii) as contemplated above, call a special meeting of its stockholders as soon as reasonably practicable but in no event later than ninety (90) days following the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated First Meeting to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the (and of any subsequent meeting if Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(psuch subsequent meeting), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. (a) As promptly as reasonably practicable after the execution of this Agreement, the Company shall prepare a proxy statement relating to the Company Stockholders' Meeting (as amended or supplemented from time to time, the "Proxy Statement") in preliminary form and file it with the SEC. The Board shall make the Company Board Recommendation to the Company's stockholders and shall include such recommendation in a proxy statement. Each Investor shall provide to the Company all information concerning such Investor and its respective Affiliates as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC. Each of the Company and each Investor shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. The Company shall file with notify the Investors promptly upon the receipt of any comments from the SEC and provide each stockholder of any request by the SEC for amendments or supplements to the Proxy Statement and shall supply the Investors with copies of all written correspondence between the Company or any of its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC, and shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the resolution of any such comments. Prior to the filing of the Company with an information statement complying with Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance Company, or responding to any comments from the SEC with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agencyrespect thereto, the Company shall provide each stockholder entitled the Investors with a reasonable opportunity to vote at a special review and to propose comments on such document or annual meeting of stockholders of the Company (the "Stockholder Meeting")response, which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts consider in good faith. (b) Subject to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p8.7(a), the Company shall take all necessary actions in accordance with applicable Law, the Company Charter Documents and the rules of NASDAQ to duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournment, recess or postponement thereof, the "Company Stockholders' Meeting") for the purpose of obtaining the Company Stockholder Approval, as soon as reasonably practicable and in any event not more than 10 days following the mailing of the Proxy Statement after the SEC confirms that it has no further comments on the Proxy Statement, and, prior to the termination of this Agreement in accordance with its terms, shall not submit any Alternative Transaction for approval or adoption by the stockholders of the Company. The Company shall use commercially reasonable efforts to obtain the Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company may, in its sole discretion, adjourn, recess, or postpone the Company Stockholders' Meeting (i) use its best efforts to solicit its stockholders' approval of after consultation with the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend Investors, to the stockholders extent necessary to ensure that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event any required supplement or amendment to the Proxy Statement is subject provided to review by the SEC and stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders' Meeting, (ii) if as of the date that time for which the Company Stockholders' Meeting is thirty originally scheduled (30) days after the Closing Date as set forth in the event Proxy Statement) there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the Proxy Statement is not subject business of the Company Stockholders' Meeting or (iii) to review by solicit additional proxies if the SECCompany reasonably believes it may be necessary to obtain the Company Stockholder Approval.

Stockholder Approval. The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition use commercially reasonable efforts to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "“Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), ”) a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (i) an amendment to the issuance Company’s articles of all incorporation that would increase the number of authorized shares of Common Stock to at least 200,000,000 within one year of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions date of the Certificate shareholder authorization; and (ii) an amendment to the Company’s articles of Incorporation and incorporation to that would authorize the rules and regulations Company to effect a reverse split of its outstanding shares of Common Stock within one year of the Principal Market date of the shareholder authorization within a range of one share of Common Stock for every two shares of Common Stock to one share of Common Stock for every 40 shares of Common Stock, with the exact reverse split ratio to be decided by the Board of Directors of the Company prior to the effective time of the reverse stock split amendment (such affirmative approval being referred to herein as the "“Stockholder Approval"”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its commercially reasonable best efforts to solicit its stockholders' ’ approval of such Stockholder Resolutions and to shall cause the Board of Directors of the Company to recommend to the stockholders that they approve the such Stockholder Resolutions. The Company shall use its commercially reasonable efforts to cause the Stockholder Meeting to be obligated promptly called and held not later than the ninetieth (90th) day following the Closing Date. Each Buyer agrees to seek vote all shares of Common Stock it beneficially owns on the record date applicable to the Stockholder Meeting that are eligible to vote in connection with the Stockholder Resolutions in favor of adopting the Stockholder Resolutions. Notwithstanding the foregoing, the Company may obtain the Stockholder Approval by through the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval written consent of the Resolutions and (ii) cause at least holders of a majority of the Board shares of Directors Common Stock of the Company; provided that in such case the Company will use its commercially reasonable efforts to prepare and file with the SEC the preliminary Information Statement in accordance with Rule 14C to be sent to the Shareholders of the Company to recommend to in connection with such written consent no later than the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means thirtieth (i30th) the date that is sixty (60) days after day following the Closing Date in and cause the event Stockholder Approval to be effective no later than the Proxy Statement is subject to review by the SEC and ninetieth (ii90th) the date that is thirty (30) days after day following the Closing Date in the event the Proxy Statement is not subject to review by the SECDate.

Stockholder Approval. The Company shall file with (a) To the SEC and provide each extent stockholder of approval is required by law to consummate the Merger, the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken will take all action necessary in accordance with the Resolutions DGCL, the Company's Certificate of Incorporation and its By-laws to convene the Company Stockholders Meeting as promptly as practicable following the acceptance for payment of and payment for shares of Company Common Stock by Parent and Merger Sub in the Offer to consider and vote upon the Merger, this Agreement and the transactions contemplated hereby. (b) Subject to its fiduciary duties under the DGCL, the Company's Board of Directors shall recommend that the holders of the Stockholder Approval Company Common Stock vote in favor of the Merger, this Agreement and the transactions contemplated hereby and shall cause the Company to take all lawful actions to solicit from the holders of the Company Common Stock proxies in favor of such approval. (each, as defined below). In addition to c) Notwithstanding the foregoing, if Merger Sub shall have acquired at least 90% of the outstanding shares of each class of capital stock of the Company entitled to vote on the Merger, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of stockholders in accordance with Section 253 of the DGCL. (d) To the extent stockholder approval of this Agreement is required by any governmental or regulatory agencylaw, the Company shall provide each stockholder entitled prepare a Proxy Statement relating to the Company Stockholders Meeting and a form of proxy for use at the Company Stockholders Meeting relating to the vote at a special or annual meeting of stockholders the holders of the Company (the "Stockholder Meeting"), which shall be called at or prior Common Stock with respect to the Company's next annual meeting of stockholdersMerger, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation this Agreement and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionstransactions contemplated hereby. The Company shall be obligated to seek to obtain cause the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting Proxy Statement to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts mailed to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors holders of the Company to recommend Common Stock and filed with the SEC at the earliest practicable date following the acceptance for payment of and payment for shares of Company Common Stock by Parent and Merger Sub in the Offer. Parent shall promptly furnish to the stockholders that they approve Company such information regarding each of Parent and Merger Sub and their respective officers and directors as may be reasonably requested by the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date Company for inclusion in the event the Proxy Statement is subject to review as required by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review any law or by the SEC. (e) Parent and Merger Sub agree to cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Merger Sub or any affiliate of Parent, or with respect to which Parent, Merger Sub or any affiliate of Parent exercise voting control, to be voted in favor of the approval and adoption of the Merger and this Agreement.

Stockholder Approval. The Company shall file with represents and warrants that no Stockholder Approval (as defined below) is required by the SEC applicable rules of the Principal Market or other applicable securities laws for the issuance of any of the Amended and provide each Restated Shares and any stockholder of approval previously obtained by the Company with an information statement complying with respect to the requirements issuance of the 1934 Act Securities pursuant to the terms of the Transaction Documents will be valid and substantially in applicable to the form issuance of the Amended and Restated Shares. If at any time after the Closing Date the issuance of the Amended and Restated Shares would exceed that number of shares of Common Stock which the Company may issue without breaching the Company's obligations under the rules or regulations of the Principal Market and the Company has been previously reviewed and approved not obtained the approval of its stockholder a required by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders applicable rules of the actions taken in accordance with Principal Market, which is sufficient to cure such breach prior to the Resolutions and Closing Date, then the Company shall obtain the approval of its stockholders as required by the applicable rules of the Stockholder Approval (each, as defined below)Principal Market for issuances of the Amended and Restated Shares in excess of such amount. In addition to the foregoing, if required by any governmental or regulatory agencyAt such time, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "" Stockholder Meeting"), which shall be promptly called at or prior to the Company's next annual meeting of stockholders, but in no event and held not later than 45 days after the earlier of (i) the Principal Market indication of and (ii) the Company becoming aware of, any limitation imposed by the Principal Market on the issuance of Amended and Restated Shares (the "Stockholder Meeting Deadline (as defined belowDeadline"), a proxy statement (statement, substantially in the "Proxy Statement")form which has been previously reviewed by the Investor and Xxxxxxx Xxxx & Xxxxx LLP, in a form reasonably acceptable to at the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLPexpense of the Company, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the Company's issuance of all of the Securities Amended and Restated Shares as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation law and the rules and regulations of the Principal Market (and such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek use its reasonable best efforts, to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each twelve month period thereafter until such Stockholder Approval is obtained, provided that if the Board of Directors of the Company does not recommend to the stockholders that they approve such resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, or the Amended and Restated Notes are no longer outstanding, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until such Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. (a) The Company Acquiror shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (eachtake, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable lawLaw and its certificate of incorporation and by-laws, all action necessary to convene a meeting of its stockholders (the provisions “Stockholders Meeting”) no later than the first anniversary of the Certificate Closing, and to submit the Conversion Proposal to its stockholders for approval. The board of Incorporation and the rules and regulations directors of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company Acquiror has unanimously adopted a resolution to recommend to the its stockholders that they approve such stockholders vote in favor of the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtainedConversion Proposal. In connection with the stockholders' meeting contemplated by this Section 4(p)Stockholders Meeting, the Company Acquiror shall (i) prepare and file with the SEC a preliminary proxy statement, shall use its best commercially reasonable efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to its stockholders in a timely manner after clearance thereof by the SEC, and shall use its commercially reasonable efforts to solicit its stockholders' approval proxies for such stockholder approval. The Acquiror shall notify the Seller and the Parent promptly of the Resolutions and (ii) cause at least a majority receipt of any comments from the Board of Directors of the Company to recommend SEC or its staff with respect to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review Conversion Proposal and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and (ii) will supply the date Seller and the Parent with copies of all correspondence between the Acquiror or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Conversion Proposal, including copies of the preliminary and definitive proxy statements and other proxy material relating to the Conversion Proposal. If at any time prior to the Stockholders Meeting there shall occur any event that is thirty (30) days after required to be set forth in an amendment or supplement to the Closing Date proxy statement, the Acquiror shall as promptly as reasonably practicable prepare and mail to its stockholders such an amendment or supplement. Each of the Seller and the Acquiror agrees as promptly as reasonably practicable to correct any information provided by it or on its behalf for use in the event proxy statement if and to the Proxy Statement extent that such information shall have become false or misleading in any material respect, and the Acquiror shall as promptly as reasonably practicable prepare and mail to its stockholders an amendment or supplement to correct such information to the extent required by applicable Laws. The Acquiror shall consult with the Seller and the Parent prior to filing such proxy statement, or any amendment or supplement thereto, and provide the Seller and the Parent with a reasonable opportunity to comment thereon; provided, however, that the Acquiror shall retain the right to determine the final content of such proxy statement and any amendment or supplement thereto. The Seller and the Parent agree to promptly furnish the Acquiror all information concerning itself, its Affiliates, directors, officers, partners and stockholders and such other matters as may be reasonably necessary or advisable in connection with the proxy statement in connection with the Stockholders Meeting. (b) If the Conversion Proposal is not subject to review approved by the SECAcquiror’s stockholders prior to the first anniversary of the Closing, the Acquiror shall pay to the Seller the Compensatory Amount in cash, which payment shall be made on the third Business Day following the first anniversary of the Closing.

Stockholder Approval. The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially Act, in the a form that has been previously reviewed and approved by reasonably acceptable to the Buyers and Sxxxxxx Rxxx after review by Xxxxxxx Xxxx & Zxxxx Xxxxx LLP at the expense of the Company, informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, each as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of the stockholders of the Company (the "a “Stockholder Meeting"”), which shall be called at or prior to as promptly as practicable after the Company's next annual meeting of stockholdersdate hereof, but in no event later than ninety (90) days after the Closing Date (the “Stockholder Meeting Deadline (as defined belowDeadline”), a proxy statement (the "Proxy Statement")statement, in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx Xxxxxxx Xxxx & Zxxxx LLPXxxxx LLP at the expense of the Company, soliciting each such stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Resolutions"”) providing for (i) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation Bylaws and the rules and regulations of the Principal Market and (ii) to remove any restrictions imposed by the Principal Market on such Securities (such affirmative approval approval, whether obtained by written consent or at a Stockholder Meeting, being referred to herein as the "“Stockholder Approval"” and the date such approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by as soon as practicable, but in no event later than the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. (a) The Company shall file with the SEC parties hereto acknowledge and provide each stockholder agree that pursuant to rules of the Company with an information statement complying with Nasdaq Stock Market, the requirements conversion rights of the 1934 Act Sellers under the terms of the Series E Preferred Stock are subject to a cap on the number of shares of Common Stock issuable upon such exercise equal to five percent (5%) of the number of shares of Common Stock outstanding on the Closing Date (the "Common Stock Cap") unless and substantially in until the form that has been previously reviewed issuance of the Series E Preferred Stock (including the conversion price thereof) and Conversion Shares is approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of Buyer under such rules of the actions taken Nasdaq Stock Market. The Sellers acknowledge and agree (i) to the limitations imposed by the Common Stock Cap as more fully set forth in the Certificate of Designation, (ii) that without Stockholder Approval they will not be able to acquire all of the Conversion Shares, which may adversely effect the value of the Series E Preferred Stock they are acquiring hereunder, and (iii) that the Series E Preferred Stock will not be entitled to vote in connection with the Stockholder Approval. (b) In addition to the Stockholder Approval required under Section 6.12(a), the parties further acknowledge and agree that the rules of the Nasdaq Stock Market require the approval of the stockholders of Buyer with respect to the issuance of shares of Common Stock to any Inside Investors upon the conversion of any of the Series E. Preferred Stock. Accordingly, each of the Inside Investors hereby agrees not to convert or exercise any of the Series E Preferred Stock acquired by such Inside Investor unless and until such issuance is approved by the stockholders of Buyer in accordance with the Resolutions and rules of the Nasdaq Stock Market. The Inside Investors acknowledge and agree that if such Stockholder Approval (eachis not obtained, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder they will not be entitled to vote at a special or annual meeting acquire any of the Conversion Shares which may adversely effect the value of the Series E Preferred Stock they are acquiring hereunder. (c) The approval of the stockholders of the Company (the "Stockholder Meeting"), which described in this Section 6.12 shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts . (d) Buyer agrees to solicit the Stockholder Approval in connection with its stockholders' approval next stockholders meeting, but is under no obligation to hold a special meeting regarding such approval. Each of such Resolutions the Sellers hereby agrees to vote any and to cause the Board of Directors all securities of the Company owned by such Seller and entitled to recommend to vote on the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain issue in favor of the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECApproval.

Stockholder Approval. The Company shall seek, and use its best efforts to obtain, on before the date that is the 90th day following the date of this Agreement or in the event the proxy materials shall be reviewed by the Commission, the 120th day following the date of this Agreement, stockholder approval of the issuance of the Underlying Shares, which approval shall meet the requirements of Nasdaq's Rule 4350(i) of Nasdaq set forth in the NASD Manual (the "STOCKHOLDER APPROVAL"). The Company shall use its best efforts to call a meeting of stockholders (the "STOCKHOLDER MEETING") to be held within 75 days after the date of this Agreement, shall prepare and file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, Commission as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholderspromptly as practical, but in no event later than 30 days after the date of this Agreement, preliminary proxy materials which set forth a proposal to seek the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of shall recommend approval thereof by the Company to recommend to the stockholders that they approve the ResolutionsCompany's stockholders. The Company shall be obligated to seek to obtain the Stockholder Approval by mail and distribute its proxy materials for the Stockholder Meeting Deadline. If, despite to its stockholders at least 30 days prior to the Company's reasonable best efforts, the Stockholder Approval is not obtained at date of the Stockholder Meeting, shall actively solicit proxies to vote for the Stockholder Approval. The Company shall provide the Purchasers an opportunity to review and comment on such proxy materials by providing (which may be by e-mail) copies of such proxy materials and any revised preliminary proxy materials to the Purchasers a reasonable period of time prior to their filing with the Commission. The Company shall provide the Purchasers (which may be by e-mail) copies of all correspondence from or to the Commission or its staff concerning the proxy materials for the Stockholder Meeting promptly after the same is sent or received by the Company and summaries of any comments of the Commission staff which the Company receives orally promptly after receiving such oral comments. The Company shall cause an additional furnish to the Purchasers and Purchaser Counsel (which may be by e-mail) a copy of its definitive proxy materials for the Stockholder Meeting and any amendments or supplements thereto promptly after the same are first used, mailed to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection stockholders or filed with the stockholders' meeting contemplated by this Section 4(p)Commission, shall inform the Company shall (i) use its best efforts to solicit its stockholders' approval Purchasers of the Resolutions progress of solicitation of proxies for such meeting and (ii) cause at least a majority shall inform the Purchasers of any adjournment of the Board of Directors Stockholder Meeting and shall report the result of the Company to recommend to vote of stockholders on such proposition at the stockholders that they approve conclusion of the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECMeeting.

Stockholder Approval. 9.1 The Company hereby agrees to seek the (i) the Future Purchaser Warrant Stockholder Approval, (ii) the Warrant Exercise Price Reductions Stockholder Approval, (iii) the Increase in Warrant Coverage Stockholder Approval, (iv) the Additional Commitment Shares Stockholder Approval, (v) the Conversion Shares Approval, and (vi) Reverse Stock Split Approval (collectively, the “Second Amendment Stockholder Approval Matters”) at a special meeting of the Company’s stockholders (such meeting, the “Stockholder Meeting”) to be held on or on or before February 20, 2023 (such date, the “Stockholder Approval Outside Date”). The Company shall file with a preliminary proxy statement for the SEC Stockholder Meeting and provide each stockholder shall hold the Stockholder Meeting for the purpose of obtaining the approval of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such Company’s stockholders of the actions taken matters contemplated by the Second Amendment Stockholder Approval Matters, with the recommendation of the Company’s board of directors to the Company’s stockholders that such stockholders vote in favor of the proposals to approve the matters contemplated by the Second Amendment Stockholder Approval Matters, and the Company shall solicit proxies from its stockholders 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 proposals. In accordance with the Resolutions Company’s bylaws and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agencyListing Rules, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote voting standard at the Stockholder Meeting for approval the proposals to approve the matters contemplated by the Second Amendment Stockholder Approval Matters (other than the Reverse Stock Split Approval) will be the affirmative vote of resolutions (the "Resolutions") providing majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter, and with respect to the matters contemplated by the Reverse Stock Split Approval will be the affirmative vote of the majority of the outstanding shares of the Company’s common stock as of the record date for the issuance of all of the Securities as described in the Transaction Documents Stockholder Meeting. Further and in accordance with applicable lawthe Listing Rules, Purchaser and its Affiliates will be permitted to vote all shares of the Company’s common stock owned by them as of the record date for the Stockholder Meeting (but, for the avoidance of doubt, excluding any shares of the Company’s common stock issuable pursuant to this Amendment) at such meeting on the proposals to approve the Second Amendment Stockholder Approval Matters. 9.2 The Company hereby agrees to (a) file the Charter Amendment with the Secretary of State of the State of Delaware promptly following receipt of the Future Purchaser Warrant Stockholder Approval, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Increase in Warrant Coverage Stockholder Approval"), the Additional Commitment Shares Stockholder Approval, and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions Conversion Shares Approval and (b) take all necessary action (at the Company’s expense) to cause the Board of Directors of the Company Charter Amendment Acceptance to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECoccur as promptly as reasonably practicable thereafter.

Stockholder Approval. The Company (a) On or before 5:00 p.m., New York City time, on the first business day after execution of this Agreement, Merger Partner shall file seek the Merger Partner Stockholder Approval by the Written Consents to be executed and delivered by Merger Partner’s stockholders evidencing the adoption of this Agreement and the approval of the Merger. In connection with the SEC Merger Partner Stockholder Approval, Merger Partner shall comply with all disclosure and provide each stockholder other obligations to its stockholders under the DGCL and any other applicable laws. Without limiting the generality of the Company with an information statement complying with foregoing, Merger Partner agrees that its obligations under this Section 6.5(a) shall not be affected by the requirements commencement, public proposal, public disclosure or communication to Merger Partner of any Acquisition Proposal. Within five business days after the date of the 1934 Act Merger Partner Stockholder Approval, Merger Partner shall send, pursuant to Section 228 of the DGCL, a written notice to all of its stockholders that did not execute a Written Consent informing them that this Agreement and substantially in the form that has been previously reviewed Merger were adopted and approved by the Buyers stockholders of Merger Partner and Sxxxxxx Rxxx & Zxxxx LLP informing that Merger Partner will provide such stockholders information at a later date regarding their Appraisal Rights. Any solicitation or similar disclosure circulated to Merger Partner’s stockholders shall be in form and substance reasonably satisfactory to Public Company and, if the Merger Partner Stockholder Approval has not already been obtained, shall include the recommendation of the actions taken Merger Partner Board that Merger Partner’s stockholders vote in accordance with the Resolutions favor of adoption of this Agreement and approval of the Stockholder Approval (each, as defined below)Merger. In addition to Notwithstanding the foregoing, if required by any governmental or regulatory agencynothing herein shall limit a party’s right to terminate this Agreement pursuant to Section 8.1. (b) Public Company, acting through the Public Company Board, shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of take all of the Securities as described in the Transaction Documents actions in accordance with applicable law, the provisions of the its Certificate of Incorporation and Bylaws and NASDAQ rules promptly and duly to call, give notice of, convene and hold as promptly as practicable after the rules and regulations declaration of effectiveness of the Principal Market (such affirmative approval being referred Registration Statement, the Public Company Meeting for the purpose of considering and voting upon the Public Company Voting Proposals. Subject to herein as the "Stockholder Approval"Section 6.1(b), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval fullest extent permitted by the Stockholder Meeting Deadline. Ifapplicable law, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' the Public Company Board shall recommend approval of the Resolutions Public Company Voting Proposals by the stockholders of Public Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) cause at least neither Public Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a majority manner adverse to Merger Partner, the recommendation of the Public Company Board of Directors that Public Company’s stockholders vote in favor of the Public Company Voting Proposals. Public Company shall take all action that is both reasonable and lawful (including the retention of a professional proxy solicitation firm, the scope and types of services of which shall be mutually agreed upon by the parties with a view towards securing stockholder approval of the Public Company Voting Proposals) to recommend solicit from its stockholders proxies in favor of the Public Company Voting Proposals and shall take all other action necessary or advisable to secure the vote or consent of the stockholders of Public Company required by NASDAQ rules and the DGCL, as applicable, to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Public Company, after consultation with Merger Partner, may adjourn or postpone the Public Company Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to Public Company’s stockholders that they approve or, if as of the Resolutions. As used hereintime for which the Public Company Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Public Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Public Company Meeting. (c) Public Company shall call, "Stockholder give notice of, convene and hold the Public Company Meeting Deadline" means in accordance with this Section 6.5, and shall submit the Public Company Voting Proposals to its stockholders for the purpose of acting upon such proposal whether or not (i) the Public Company Board at any time subsequent to the date that is sixty (60) days after the Closing Date hereof determines, in the event manner permitted by Section 6.1(b), that this Agreement is no longer advisable or recommends that the Proxy Statement is subject to review by the SEC and stockholders of Public Company reject such proposal, or (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject any actual, potential or purported Acquisition Proposal or Superior Proposal has been commenced, disclosed, announced or submitted to review by the SECPublic Company.

Stockholder Approval. The Within 45 days of Closing, the Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement")statement, in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLPBuyers, soliciting the affirmative votes of each such stockholder's affirmative vote at the Stockholder Meeting of its stockholders of record for approval of resolutions (the "Resolutions") providing for (i) the issuance of all the Securities, including, for the avoidance of doubt, the approval of a change of control of the Securities as described Company, in the Transaction Documents in accordance compliance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market and (such affirmative approval being referred ii) an increase in the authorized shares of the Company to herein as ensure that the "number of authorized shares is sufficient to meet the Required Reserve Amount (“Stockholder Approval")”; and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”) and the Company shall use its reasonable best efforts to to, at the expense of the Company, solicit its stockholders' ’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionssuch resolutions. The Company shall hold a special meeting of stockholders (the “Stockholder Meeting”) for purposes of Stockholder Approval no later than August 1, 2024 (the “Stockholder Meeting Deadline”), and the Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter within 90 days later. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. In connection with Notwithstanding the stockholders' meeting contemplated by this Section 4(p)above, the Company shall (i) use its best efforts not be required to solicit its stockholders' approval hold a Stockholder Meeting or seek Stockholder Approval any time following the time when the Preferred Shares are no longer outstanding if upon full exercise of the Resolutions Warrants, the shares of Common Stock issued pursuant to the Preferred Shares and Warrants would not exceed the Exchange Cap (ii) as defined in the Certificate of Designations). Each Buyer covenants to vote, and shall cause at least a majority its affiliates to vote, all Preferred Shares owned by such Buyer or its affiliates, as applicable, in respect of any resolution presented to the stockholders of the Company for the purpose of obtaining the Stockholder Approval. For clarity, the Buyer’s agreement to vote its Preferred Shares in accordance with the foregoing sentence, does not require the Buyer to vote such shares for or against any other proposal or proposals, whether or not such other proposal or proposals are recommended by the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECDirectors.

Stockholder Approval. The As soon as practicable after the Subscription Date, but in any event no later than one hundred twenty (120) days thereafter, the Company shall file hold a meeting of its stockholders to seek approval of a waiver of the Exchange Cap and, if needed, an increase in the authorized number of shares of Common Stock to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount (approval of all such proposals, the “Stockholder Approval”). In connection with such meeting, the SEC and Company shall provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law, the provisions of the Certificate of Incorporation and the SEC rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit the Stockholder Approval and to cause its stockholders' approval board of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company directors to recommend to the Company’s stockholders that they approve the Resolutionssuch proposal(s). As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in In the event the Proxy Statement Company is subject prohibited from issuing shares of Common Stock pursuant to review the conversion of the Notes and/or the exercise of the Warrants due to the Exchange Cap Limitation and the Company fails to obtain Stockholder Approval as required by this Section 4(z)(iii), then, in lieu of issuing and delivering to each Buyer seeking to exchange or convert its Purchased Securities such number of shares of Common Stock that is determined to be unavailable for issuance upon the conversion or exercise of Purchased Securities (the “Exchange Cap Excess Shares”), the Company shall pay cash to each such Buyer the sum of (x) the product of (A) such number of Exchange Cap Excess Shares and (B) the greatest Closing Sale Price (as defined in the Notes) of the Common Stock on any Trading Day during the period commencing on the date the Buyer delivers the applicable Redemption Notice (as defined in the Notes) with respect to such Exchange Cap Shares to the Company and ending on the date of such payment under this paragraph and (y) to the extent the Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the SEC Buyer of Exchange Cap Excess Shares, any brokerage commissions and (ii) other out-of-pocket expenses, if any, of the date that Buyer incurred in connection therewith. For the avoidance of doubt, if the Company is thirty (30) days after required to and fails to obtain Stockholder Approval, the Closing Date in Exchange Cap shall be applicable for all purposes of this Agreement and the event transactions contemplated hereby at all times during the Proxy Statement is not subject to review by the SECterm of this Agreement.

Stockholder Approval. The Unless the NYSE informs the Company shall that the NYSE rules (including Rule 312.03 of the NYSE Listed Company Manual) do not require (whether because the NYSE requirement has been satisfied by prior stockholder approvals, or because of an exception, a waiver or otherwise) approval by the Company’s stockholders of the transactions that are the subject of the Investor Agreements, within 20 days after the date of this Agreement, the Company will file with the SEC a preliminary proxy statement relating to a special stockholders meeting at which the Company’s stockholders will be asked to approve the transactions that are the subject of the Investor Agreements in accordance with Rule 312.03 of the NYSE Listed Company Manual. The Company will include in the proxy statement the unanimous recommendation of its Board of Directors that the Company’s stockholders vote to approve the transactions that are the subject of the Investor Agreements, unless, and provide each stockholder solely to the extent, the Board determines, after consultation with counsel, that in the exercise of its fiduciary duties it must withdraw or modify that recommendation. A withdrawal or modification of the recommendation of the Board shall not affect the obligations of the Company with an information to hold the meeting of the Company’s stockholders contemplated by this Agreement. If the preliminary proxy statement complying has not been filed with the requirements SEC prior to the date of this Agreement, the Investors and their counsel shall have the opportunity to review such preliminary proxy statement in advance of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing Company filing such stockholders of the actions taken in accordance preliminary proxy statement with the Resolutions SEC, and of the Stockholder Approval (eachto provide comments thereon, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, which comments the Company shall give due and reasonable consideration. The Company will provide each stockholder entitled to vote at a special or annual meeting of stockholders of any comments received from the Company (the "Stockholder Meeting"), which shall be called at or prior SEC to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (Investors and their counsel as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities promptly as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation practicable upon receipt thereof and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval consult with the Investors and their counsel and, to the extent it is not unreasonable for it to do so, to resolve and comply with all comments of such Resolutions the staff of the SEC promptly, and to cause the Board proxy statement to be filed in definitive form and distributed to the Company’s stockholders as promptly as practicable, either by mail or by notice of Directors internet access, and in any event within five Business Days after the Company is informed by the staff of the Company to recommend SEC that they have no further comments with regard to the stockholders that they approve the Resolutionsproxy statement. The Company shall be obligated will cause the stockholders meeting to seek to obtain which the Stockholder Approval by the Stockholder Meeting Deadline. If, despite proxy statement relates and at which the Company's reasonable best efforts, ’s stockholders will be asked to approve the Stockholder Approval is not obtained at transactions that are the Stockholder Meeting, subject of the Company shall cause an additional Stockholder Meeting Investor Agreements to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions as promptly as practicable and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) no more than 40 days after the Closing Date in Company distributes the event the Proxy Statement is subject proxy statement to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECits stockholders.

Stockholder Approval. (a) The Company shall file with duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable following the SEC and provide each stockholder date upon which the Form S-4 becomes effective (the “Company Stockholders Meeting”) for the purpose of obtaining the Required Company Vote and, subject to Section 7.3(b), shall take all lawful action to solicit the adoption of this Agreement by such stockholders. The board of directors of the Company with an information statement complying with the requirements shall recommend adoption of the 1934 Act and substantially in the form that has been previously reviewed and approved this Agreement by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken Company (the “Company Recommendation”) in the Proxy Statement/Prospectus and shall not directly or indirectly (x) withdraw, modify or qualify in any manner adverse to Acquiror such recommendation or (y) take any other action or make any other public statement in connection with the Company Stockholders Meeting, or in reference to an Acquisition Proposal (as defined in Section 7.4(b)), that is inconsistent with such recommendation (any action or public statement described in clause (x) or (y) being referred to as a “Change in Company Recommendation”), except as and to the extent expressly permitted by Section 7.3(b). Unless this Agreement is terminated in accordance with Section 9.1, this Agreement shall be submitted to the Resolutions and stockholders of the Stockholder Approval Company at the Company Stockholders Meeting for the purpose of voting on the adoption of this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligation; provided, however, that if the board of directors of the Company shall have effected a Change in Company Recommendation, then the board of directors of the Company may submit this Agreement to the Company’s stockholders without recommendation (eachalthough the resolutions adopting this Agreement as of the date hereof may not be rescinded or amended), as defined below)in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s stockholders in the Form S-4 or an appropriate amendment or supplement thereto to the extent required by applicable Law. In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents unless this Agreement is terminated in accordance with applicable lawSection 9.1, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after Company shall not submit to the Closing Date in vote of its stockholders any Acquisition Proposal other than the event the Proxy Statement is subject to review by the SEC Merger and (ii) the Company shall not (without Acquiror’s prior written consent) adjourn, postpone or cancel (or propose to adjourn, postpone or cancel) the Company Stockholders Meeting, except to the extent required to obtain the Required Company Vote. (b) Notwithstanding the foregoing, prior to the date of the Company Stockholders Meeting, the Company and its board of directors shall be permitted to effect a Change in Company Recommendation if and only to the extent that: (i) the Company and its board of directors have complied in all material respects with Section 7.4, (ii) the Company’s board of directors, based on the advice of its outside counsel, determines in good faith that is thirty failure to take such action would be reasonably likely to result in a violation of its fiduciary duties under applicable Law, and (30iii) days if the Company’s board of directors intends to effect a Change in Company Recommendation following and as a result of an Acquisition Proposal, (A) the Company’s board of directors has concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal (as defined in Section 7.4(c)) after giving effect to all of the Closing Date adjustments which may be offered by Acquiror pursuant to clause (C) below, (B) the Company has notified Acquiror in writing, at least five (5) Business Days in advance, of its intention to effect a Change in Company Recommendation (the “Notice Period”), specifying the material terms and conditions of any such Superior Proposal (including the identity of the party making such Superior Proposal) and furnishing to Acquiror a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and all other material documents and (C) during the Notice Period, and in any event, prior to effecting such a Change in Company Recommendation, the Company has negotiated, and has caused its financial and legal advisors to negotiate, with Acquiror in good faith (to the extent Acquiror desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. In the event of any material revisions to the Proxy Statement is not subject Superior Proposal, the Company shall be required to review by deliver a new written notice to Acquiror and to again comply with the SECrequirements of this Section 7.3(b) with respect to such new written notice, except that the Notice Period shall be reduced to three (3) Business Days. (c) Immediately following the execution of this Agreement, Acquiror shall, in its capacity as the sole stockholder of Merger Sub, adopt this Agreement for purposes of the Merger.

Stockholder Approval. The Company shall file with (a) As promptly as reasonably practicable after the SEC execution of this Agreement, and provide each stockholder in any event no later than the first to occur of (x) the thirtieth (30th) day following the date on which the Company with an information statement complying with receives the requirements of Target Financial Statements, and (y) the 1934 Act and substantially in fifteenth (15th) day following the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agencyClosing Date, the Company shall prepare the Proxy Statement in preliminary form and file it with the SEC. The Board of Directors shall recommend to the Company’s stockholders that the holders of the Common Stock approve the transactions contemplated hereunder and shall include such recommendation in the Proxy Statement. The Purchaser shall provide each stockholder entitled to vote at a special or annual meeting the Company all information concerning the Purchaser and its Affiliates as may be reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of stockholders the Proxy Statement and the resolution of any comments thereto received from the SEC. Each of the Company (and the "Stockholder Meeting"), which Purchaser shall be called at or prior promptly correct any information provided by it for use in the Proxy Statement if and to the Company's next annual meeting extent such information shall have become false or misleading in any material respect. Subject to Sections 5.3, the Company shall notify the Purchaser promptly upon the receipt of stockholders, but in no event later than any comments from the Stockholder Meeting Deadline (as defined below), a proxy statement (SEC and of any request by the "Proxy Statement"), in a form reasonably acceptable SEC for amendments or supplements to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at Proxy Statement and shall supply the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance Purchaser with copies of all written correspondence between the Company or any of its representatives, on the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval")one hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company shall use its reasonable best efforts to solicit respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC, and shall use its stockholders' approval of such Resolutions and reasonable best efforts to cause the Board Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the resolution of Directors any such comments. Prior to the filing of the Company to recommend Proxy Statement (or any amendment or supplement thereto) or any dissemination thereof to the stockholders that they approve of the ResolutionsCompany, or responding to any comments from the SEC with respect thereto, the Company shall provide the Purchaser with a reasonable opportunity to review and to propose comments on such document or response, which the Company shall consider in good faith. The Company shall be obligated inform Legal Counsel promptly (and in any event within two business days) of the receipt of the Target Financial Statements (or the purported delivery of the Target Financial Statements by Solara Holdings, LLC). (b) Subject to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p3.9(a), the Company shall take all necessary actions in accordance with applicable Law, the organizational documents of the Company and the rules of Nasdaq to duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournment, recess or postponement thereof, the “Company Stockholders’ Meeting”) for the purpose of obtaining the Company Stockholder Approval as soon as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement. The Company shall not submit any Additional Transaction for approval or adoption by the stockholders of the Company prior to (x) (but the Company may submit an Additional Transaction contemporaneously with) the first Company Stockholders’ Meeting at which the Conversion Proposal is submitted to the holders of Common Stock for purposes of obtaining the Company Stockholder Approval or (y) if earlier, the termination of this Agreement in accordance with its terms if termination occurs prior to the Closing; provided, however, that for the avoidance of doubt, any Additional Transaction shall not include any of the matters set forth on the Company’s proxy statement filed with the SEC on April 29, 2020. The Company shall use its reasonable best efforts to obtain the Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company may, in its sole discretion, adjourn, recess, or postpone the Company Stockholders’ Meeting (i) use its best efforts after consultation with the Purchaser, to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders’ Meeting, (ii) if as of the time for which the Company Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting or (iii) to solicit its stockholders' approval additional proxies if the Company reasonably believes it may be necessary to obtain the Company Stockholder Approval. (c) Each Purchaser agrees during the term of this Agreement to vote the Common Stock of the Resolutions Company held by such Purchaser, and to cause any Affiliate of such Purchaser to which such Purchaser Transfers Common Stock of the Company to agree to vote such Common Stock: (i) in favor of the Conversion Proposal at every meeting of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; and (ii) cause at least against (1) any action, proposal, transaction or agreement which would result in a majority breach of any covenant, representation or warranty or any other obligation or agreement of the Board Purchasers under this Section 3.9(c) and (2) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the Company Stockholder Approval, including any change in any manner to the voting rights of Directors any class of shares of the Company to recommend (including any amendments to the certificate of incorporation or bylaws of the Company) (provided, however, that the dilution of voting rights through the authorization or issuance of additional shares of capital stock of the Company not otherwise in breach of the restrictions set forth in Section 3.7 shall not be deemed a change in any manner to the voting rights). (d) The Company shall use its reasonable best efforts to enforce the obligations of each of the stockholders that they approve of the Resolutions. As used hereinCompany party to a Voting Agreement, "Stockholder Meeting Deadline" means including through the exercise of proxies provided thereunder, to the extent necessary or appropriate to cause each such stockholder to (i) appear at the date that is sixty (60) days after Company Stockholders Meeting or otherwise cause the Closing Date in the event the Proxy Statement is subject shares of Common Stock outstanding and beneficially owned by such stockholder to review by the SEC be counted as present thereat for purposes of calculating a quorum, and (ii) vote, or cause to be voted, all of the shares of Common Stock outstanding and beneficially owned by such stockholder in favor of the removal of the Conversion Restriction (as such term is defined in the Series B-2 Certificate of Designations) at the Company Stockholders Meeting. Without limiting the foregoing, from the date that is thirty (30) days hereof through the date of the first Company Stockholders’ Meeting to be held after the Closing Date for the Company Stockholder Approval, the Company hereby covenants and agrees that it will not, by amendment of the Certificate of Incorporation or the By-laws or otherwise, take any action that has the purpose or effect of (y) materially reducing the likelihood of obtaining, or causing a material delay in obtaining, the event Company Stockholder Approval, or (z) enabling the Proxy Statement is not subject parties to review by the SECVoting Agreements to circumvent their obligations thereunder.

Stockholder Approval. The If by [___], 2023 the Company shall file with the SEC and provide each stockholder has not effected a reorganization of the Company that results in the Company becoming a wholly owned subsidiary of a newly formed holding company (the “Corporate Reorganization”) with an information statement complying with a sufficient number of shares of Common Stock authorized to permit the requirements exercise in full of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agencySeries B Warrants, the Company shall provide each stockholder entitled take all corporate action necessary to vote at call a special or annual meeting of its stockholders (which may be its annual meeting) (the “Stockholders Meeting” and stockholder approval at such Stockholders Meeting, the “Stockholder Approval”), for the purpose of seeking approval of the Company’s stockholders to either increase the number of shares of Common Stock the Company is authorized to issue or effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock, in either case in an amount sufficient to permit the exercise in full of the Series B Warrants (a “Capital Event”). In connection therewith, the Company will as soon as reasonably practicable after the Closing Date file with the Commission proxy materials (including a proxy statement and form of proxy) for use at the Stockholders Meeting and, after receiving and promptly responding to any comments of the Commission thereon, shall as soon as reasonably practicable mail such proxy materials to the stockholders of the Company. The Company will comply with Section 14(a) of the Exchange Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the "Stockholder time of the Stockholders Meeting"), contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies in connection with the Capital Event or the Stockholders Meeting which shall be called has become materially false or misleading. If the Company should discover at or any time prior to the Company's next annual meeting Stockholders Meeting, any event relating to the Company or the Subsidiary or any of stockholderstheir respective affiliates, but officers or directors that is required to be set forth in no event later than a supplement or amendment to the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable addition to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at Company’s obligations under the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable lawExchange Act, the provisions of Company will promptly inform the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Underwriter thereof. The Company’s Board of Directors of the Company to shall recommend to the Company’s stockholders that they approve the Resolutionsstockholders vote in favor of the Capital Event at the Stockholders Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the stockholders for the Capital Event. The If the Company shall be obligated to seek to does not obtain the Stockholder Approval by for the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained Capital Event at the Stockholder Stockholders Meeting, the Company shall cause an additional call a meeting every four (4) months thereafter to seek Stockholder Meeting to be held each calendar quarter thereafter Approval until the date that Stockholder Approval is obtained. In connection with No later than two (2) business days following Stockholder Approval of the stockholders' meeting contemplated by this Section 4(p)Capital Event, the Company shall (i) use its best efforts file with the Secretary of State of Delaware a certificate of amendment to solicit its stockholders' approval the Company’s Certificate of Incorporation to effect the Resolutions Capital Event, which certificate of amendment shall provide that it shall become immediately effective upon filing (such effective date, the “Stockholder Approval Date”) and (ii) cause at least issue a majority press release announcing the effectiveness of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECCapital Event.

Stockholder Approval. The Company shall file with the SEC and provide each stockholder (a) As of the Company with an information statement complying with the requirements date of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (eachthis Agreement, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend has adopted resolutions approving the Company Matters, including the Merger, on the terms and conditions set forth in this Agreement, and directing that the Company Matters, including the Merger, be submitted to the Company’s stockholders that they approve the Resolutionsfor their consideration. The Company shall be obligated Subject to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p)Right, the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company shall submit to recommend its stockholders the Company Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, subject to the Company Right, the Company shall take, in accordance with applicable Law and the Company Articles and the Company Bylaws, all action necessary to send a notice as promptly as practicable (but in no event later than ten Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene a meeting of its stockholders that they (the “Company Stockholders Meeting”), as promptly as practicable thereafter, to consider and vote upon approval of the Company Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the Company Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of Parent (which prior written approval shall not be unreasonably delayed, conditioned or withheld). Subject to Section 6.7, the Board of Directors of the Company shall use reasonable best efforts to obtain from the Company’s stockholders the vote required to approve the ResolutionsCompany Matters, on the terms and conditions set forth in this Agreement, including by recommending to the Company’s stockholders the approval of the Company Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of Parent, postponing or adjourning the Company Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that the Company shall not postpone or adjourn the Company Stockholders Meeting for any other reason without the prior written consent of Parent (which prior written consent shall not be unreasonably delayed, conditioned or withheld). As used hereinWithout limiting the generality of the foregoing, "Stockholder Meeting Deadline" means the Company’s obligations pursuant to this Section 6.3(a) shall not be affected by (i) the date that is sixty (60) days after commencement, public proposal, public disclosure or communication to the Closing Date in the event the Proxy Statement is subject to review by the SEC and Company or its stockholders of any Takeover Proposal or (ii) a Company Adverse Recommendation Change (other than a Company Right). (b) As of the date of this Agreement, the Board of Directors of Parent has adopted resolutions approving the Parent Matters on the terms and conditions set forth in this Agreement, and directing that is thirty the Parent Matters be submitted to Parent’s stockholders for their consideration. The Board of Directors of Parent shall submit to its stockholders the Parent Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, Parent shall take, in accordance with applicable Law and the Parent Articles and the Parent Bylaws, all action necessary to send a notice as promptly as practicable (30but in no event later than ten Business Days) days after following the Closing Date date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene a meeting of its stockholders (the “Parent Stockholders Meeting”), as promptly as practicable thereafter, to consider and vote upon approval of the Parent Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the Parent Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of the Company (which prior written approval shall not be unreasonably delayed, conditioned or withheld). Subject to Sections 6.8(a) and 6.8(b), the Board of Directors of Parent shall use reasonable best efforts to obtain from Parent’s stockholders the vote required to approve the Parent Matters, including by recommending to Parent’s stockholders the approval of the Parent Matters and including such recommendation in the event Joint Proxy Statement/Prospectus and by, at the Proxy Statement is request of the Company, postponing or adjourning the Parent Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that Parent shall not subject postpone or adjourn the Parent Stockholders Meeting for any other reason without the prior written consent of the Company (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, Parent’s obligations pursuant to review this Section 6.3(b) shall not be affected by the SECa Parent Adverse Recommendation Change.

Stockholder Approval. The Company shall prepare and file with the SEC and provide each stockholder of SEC, as promptly as practicable after the Company with date hereof, but in no event later than twenty (20) days after the date hereof, an information statement complying with (the requirements of the 1934 Act and “Information Statement”), substantially in the form that has been previously reviewed and reasonably approved by the Buyers and Sxxxxxx Rxxx Xxxxxx Xxxx & Zxxxx Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $10,000, informing such the stockholders of the actions taken in accordance with the Resolutions and Company of the receipt of the irrevocable consents of the requisite stockholders (the “Stockholder Approval Consent”) providing for (each, as defined below). In addition x) the amendment and restatement of the Certificate of Incorporation and Bylaws of the Company in the forms attached to the foregoingStockholder Consent and previously delivered to the Buyers and (y) the approval of the issuance of all of the Securities in compliance with Nasdaq Rule 5635(d) (the “Stockholder Approval”, if required by any governmental and the date the Information Statement is initially effective (or regulatory agency, the Company shall provide each stockholder entitled to vote otherwise obtains the approval of its stockholders at a special or annual meeting of stockholders of the Company (the "“Stockholder Meeting"), which shall be called at or prior ”) to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the approval of the issuance of all of the Securities as described in compliance with Nasdaq Rule 5635(d)), respectively, the “Stockholder Approval Date”). If an Information Statement is not effective by February 28, 2018, the Company shall prepare and file with the SEC a preliminary proxy statement, substantially in the Transaction Documents in accordance with applicable lawform that has been previously reviewed and reasonably approved by the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the provisions expense of the Certificate Company, with the Company obligated to reimburse the expenses of Incorporation Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $10,000, with respect to a Stockholder Meeting, which shall be promptly called and held not later than March 15, 2018 (the rules and regulations “Stockholder Meeting Deadline”) soliciting each such stockholder’s affirmative vote for the approval of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval")Resolutions, and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to June 15, 2018. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. The (a) Subject to Section 4.4(c), the Company shall file with the SEC and provide each stockholder use its Reasonable Best Efforts to obtain, as promptly as practicable following receipt of the Company with an information statement complying with California Permit or, if not received, the requirements effective date of the 1934 Act and substantially in Registration Statement (as hereinafter defined), the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such Requisite Stockholder Approval, either at a special meeting of stockholders of the actions taken or pursuant to a written stockholder consent, all in accordance with the Resolutions applicable requirements of both the Delaware General Corporation Law and of the Stockholder Approval (each, as defined below)California General Corporation Law. In addition to the foregoing, if required by any governmental connection with such special meeting of stockholders or regulatory agencywritten stockholder consent, the Company shall provide each stockholder entitled to vote at its stockholders the Disclosure Statement, which shall include (A) a special or annual meeting summary of stockholders the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company (Stockholders, the "Stockholder Meeting"), which shall be called at or prior to escrow arrangements and the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all authority of the Securities as described in the Transaction Documents in accordance with applicable lawRepresentative, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred subject to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p4.4(c), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority unanimous recommendation of the Board of Directors of the Company that the Company's stockholders adopt and approve this Agreement and the Merger and, subject to recommend Section 4.4(c), the conclusion of the Board of Directors that the Merger is fair and in the best interests of the Company and its stockholders, and a statement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms) and (B) a statement that appraisal rights are available for the Company Shares pursuant to Section 262 of the Delaware General Corporation Law and a copy of such Section 262. Each of the Company and the Buyer agrees to cooperate with the other in the preparation of the Disclosure Statement, including, without limitation, providing promptly to the stockholders other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Disclosure Statement, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Disclosure Statement. The Buyer and the Company shall each use Reasonable Best Efforts to cause the Disclosure Statement to comply with applicable federal and state securities laws requirements. The Company will promptly advise the Buyer, and the Buyer will promptly advise the Company, in writing if at any time prior to the Effective Time either the Company or the Buyer, as applicable, shall obtain knowledge of any facts that they approve might make it necessary or appropriate to amend or supplement the ResolutionsDisclosure Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. As used hereinThe Company agrees not to distribute the Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by the Buyer (which approval may not be unreasonably withheld, "conditioned or delayed). If the Requisite Stockholder Meeting Deadline" means Approval is obtained (i) by means of a written consent, the date Company shall send, (X) pursuant to Section 228 and Section 262(d) of the Delaware General Corporation Law, a written notice to all stockholders of the Company that is sixty did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the stockholders of the Company and that appraisal rights are available for their Company Shares pursuant to Section 262 of the Delaware General Corporation Law (60which notice shall include a copy of such Section 262) and (Y) pursuant to Chapter 13 of the California General Corporation Law, as promptly as practicable but not later than 10 days after the Closing Date date on which the Requisite Stockholder Approval was obtained, a notice to all stockholders of the Company entitled to vote on this Agreement and the Merger that did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the stockholders of the Company and that dissenters' rights are available for their Company Shares pursuant to Chapter 13 of the California General Corporation Law, which notice shall be accompanied by a copy of Sections 1300-1304 of the California General Corporation Law, a statement of the price determined by the Company to represent the fair market value of their Company Shares and a brief description of the procedure to be followed if such stockholder desires to exercise its dissenters' rights (the "California Dissenters' Rights Notice), or (ii) at a special meeting of stockholders, then the Company shall send the California Dissenters' Rights Notice as promptly as practicable but not later than 10 days after the date on which the Requisite Stockholder Approval was obtained. The Company shall promptly inform the Buyer of the date on which each such notice, if applicable, was sent. (b) The Company, acting through its Board of Directors, shall include in the event the Proxy Disclosure Statement is (subject to review Section 4.4(c)) the unanimous recommendation of its Board of Directors that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) Notwithstanding the foregoing, the Company's Board of Directors may, in response to a Superior Proposal that did not result from a breach by the SEC Company of Section 4.9 hereof, withdraw or modify the recommendation by the Company's Board of Directors of this Agreement and the Merger (an "Adverse Recommendation"), if the Company's Board of Directors determines in good faith, after consultation with outside counsel and taking into account any changes to the terms of the Merger proposed by the Buyer, that its fiduciary obligations require it to do so, but only at a time that is prior to the adoption of this Agreement either at a special meeting of stockholders or pursuant to a written stockholder consent and is after the fifth business day following the Buyer's receipt of written notice advising the Buyer that the Company's Board of Directors desires to withdraw or modify the recommendation due to the existence of a Superior Proposal (or any material change in the terms of such Superior Proposal), specifying the material terms and conditions of such Superior Proposal (including any such material changes), and identifying the person making such Superior Proposal. Such five business day period shall be required for each and every Superior Proposal or material modification thereto. Nothing in this Section 4.4 shall be deemed to (A) permit the Company to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or similar agreement (an "Alternative Acquisition Agreement") constituting or relating to any Acquisition Proposal (other than a confidentiality agreement referred to in Section 4.9 hereof entered into in the circumstances referred to in Section 4.9), (B) affect any obligation of the Company under this Agreement or (C) limit the Company's obligation to call, give notice of, convene and hold the special meeting of stockholders or distribute a written stockholder consent for purposes of approving this Agreement and the Merger regardless of whether the Company's Board of Directors has withdrawn or modified its recommendation of this Agreement and the Merger. (d) The Company shall ensure that the Disclosure Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (provided that the Company shall not be responsible for the accuracy or completeness of any information concerning the Buyer or the Transitory Subsidiary furnished by the Buyer in writing for inclusion in the Disclosure Statement). (e) The Buyer shall ensure that any information furnished by the Buyer to the Company in writing for inclusion in the Disclosure Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (f) The Principal Stockholders have as of the date hereof entered into a Stockholder Agreement in the form attached hereto as Exhibit A, pursuant to which such Principal Stockholders have agreed, among other things, (i) if no Adverse Recommendation has been made, to vote Company Shares that are beneficially owned by the Principal Stockholders in favor of the adoption of this Agreement and the approval of the Merger, and (ii) unless an Adverse Recommendation is made, not to vote any Company Shares in favor of any Acquisition Proposal other than the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECMerger.

Stockholder Approval. The Company shall file with either (x) if the SEC and provide each stockholder Company shall have obtained the prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of “Stockholder Consent”) to obtain the Stockholder Approval (each, as defined below). In addition , inform the stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the foregoingtenth (10th) calendar day after the Closing Date, if required by any governmental an information statement with respect thereto or regulatory agency, the Company shall (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called at or prior to the Company's next annual meeting of stockholdersand held as soon as feasible, but in no event not later than the sixtieth (60th) calendar day after the Closing Date (the “Stockholder Meeting Deadline (as defined belowDeadline”), a proxy statement (statement. The proxy statement, if any, shall solicit each of the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such Company’s stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the approval of the issuance of all of the Securities as described Conversion Shares in the Transaction Documents in accordance compliance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Note) (such affirmative approval being referred to herein as the "“Stockholder Approval"”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. (a) The Company shall file with the SEC and provide each stockholder call a special meeting of the Company with an information statement complying with Stockholders as promptly as practicable and shall use its Reasonable Best Efforts to obtain, as promptly as practicable, the requirements Requisite Stockholder Approval at the special meeting of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken Company Stockholders, all in accordance with the Resolutions and applicable requirements of the Stockholder Approval (each, as defined below)MGCL. In addition to the foregoing, if required by any governmental or regulatory agencyconnection with such special meeting of Company Stockholders, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (Stockholders the "Stockholder Meeting")Information Statement, which shall be called at or prior include (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the Company's next annual meeting indemnification obligations of stockholders, but in no event later than the Constituents and the authority of the Stockholder Meeting Deadline (as defined below)Representatives, and a proxy statement (that the "Proxy Statement"), in a form reasonably acceptable to adoption of this Agreement by the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for Company Stockholders shall constitute approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"terms), and (B) if applicable, a statement that appraisal rights are available for the Company shall use its reasonable best efforts Shares pursuant to solicit its stockholders' approval Title 3, Subtitle 2 of the MCGL and a copy of such Resolutions and Title 3, Subtitle 2. The Parent agrees to cause cooperate with the Board of Directors Company in the preparation of the Information Statement. The Company agrees not to recommend distribute the Information Statement until the Parent has had a reasonable opportunity to review and comment on the stockholders that they approve Information Statement and the ResolutionsInformation Statement has been approved by the Parent (which approval may not be unreasonably withheld, conditioned or delayed). The Company shall not disclose Parent’s review of such Information Statement in an effort to solicit support for the Merger, nor shall any mention of Parent’s review or approval be obligated set forth therein. (b) The Company shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to seek state a material fact necessary in order to obtain make the Stockholder Approval by statements made, in light of the Stockholder Meeting Deadline. Ifcircumstances under which they were made, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, misleading (provided that the Company shall cause an additional Stockholder Meeting to not be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with responsible for the stockholders' meeting contemplated by this Section 4(p), accuracy or completeness of any information concerning the Company shall (i) use its best efforts to solicit its stockholders' approval Parent or the Merger Sub furnished in writing for inclusion of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECInformation Statement).

Stockholder Approval. The Company (a) Promptly after the Registration Statement is declared effective under the Securities Act and the Proxy Statement/Prospectus related thereto has been filed and distributed, and in any event no later than two (2) Business Days thereafter, Merger Partner shall file solicit and obtain the Merger Partner Stockholder Approval by the Written Consents for the purposes of (1) evidencing the adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby, (2) acknowledging that the approval given thereby is irrevocable and that such stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL, a copy of which was attached to the Written Consent, and that such stockholder has received and read a copy of Section 262 of the DGCL and (3) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in connection with the SEC Merger and provide each thereby waives any rights to receive payment in cash of the fair value of its Merger Partner Capital Stock under Section 262 the DGCL. Reasonably promptly following receipt of the Merger Partner Stockholder Approval by the Written Consents, Xxxxxx Partner shall prepare and mail a notice (the “Merger Partner Stockholder Notice”) to every stockholder of Merger Partner that did not execute the Company Written Consents (in form and substance reasonably acceptable to Public Company). The Merger Partner Stockholder Notice shall (i) be a statement to the effect that the Merger Partner Board determined that the Merger is advisable in accordance with an information statement complying with the requirements Section 251(b) of the 1934 Act DGCL and substantially in the form that has been previously reviewed best interests of the stockholders of Merger Partner and approved by and adopted this Agreement, the Buyers Merger and Sxxxxxx Rxxx & Zxxxx LLP informing such the other transactions contemplated hereby and (ii) provide the stockholders of the Merger Partner to whom it is sent with notice of the availability of appraisal rights and notice of the actions taken in the Merger Partner’s Stockholder Approval, including the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby in accordance with the Resolutions Sections 228(e) and 262 of the Stockholder Approval (each, as defined below)DGCL and the certificate of incorporation and bylaws of the Merger Partner. In addition connection with the Merger Partner Stockholder Approval, Xxxxxx Partner shall comply with all disclosure and other obligations to its stockholders under the DGCL and any other applicable Laws. Merger Partner shall take all action that is both reasonable and lawful to obtain the Merger Partner Stockholder Approval. Without limiting the generality of the foregoing, Xxxxxx Partner agrees that its obligations under this Section 6.5(a) shall not be affected by the commencement, public proposal, public disclosure or communication to Merger Partner of any Acquisition Proposal or a Merger Partner Board Recommendation Change. Any solicitation or similar disclosure circulated to Merger Partner’s stockholders in connection with this Agreement and the Merger shall be in form and substance reasonably satisfactory to Public Company and, except in the case of a Merger Partner Board Recommendation Change, any solicitation or similar disclosure, if required by any governmental or regulatory agencythe Merger Partner Stockholder Approval has not already been obtained, shall include the recommendation of Merger Partner Board that Merger Partner’s stockholders consent to the adoption of this Agreement and approval of the Merger. (b) Subject to Section 6.1(b), Public Company, acting through the Public Company Board, shall take all actions in accordance with applicable Laws, its articles of incorporation and bylaws and Nasdaq rules to duly call, give notice of, convene and hold as promptly as practicable, after the declaration of effectiveness of the Registration Statement, the Public Company Meeting for the purpose of considering and voting upon the Public Company Stockholder Approvals. Subject to Section 6.1(b), the Public Company Board shall include in the Proxy Statement/Prospectus the recommendation of the Public Company Board in favor of approval of the Public Company Stockholder Approvals. Subject to Section 6.1(b), Public Company shall provide each stockholder entitled take all action that is both reasonable and lawful to vote at a special or annual meeting of solicit from its stockholders proxies in favor of the Public Company (the "Stockholder Meeting"), which Approvals. The Public Company Meeting shall be called at or prior to held as promptly as practicable after the Company's next annual meeting effective date of stockholders, the Registration Statement (on a date selected by Public Company in consultation with Merger Partner) but in no event later than thirty-five (35) days after the Stockholder Meeting Deadline (effective date of the Registration Statement. If prior to the originally scheduled date of the Public Company Meeting, as defined below), a proxy statement (set forth in the "Proxy Statement")/Prospectus, Public Company reasonably believes that (A) there are insufficient shares of Public Company Common Stock represented (either in person or by proxy) to constitute a form reasonably acceptable quorum necessary to vote upon the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at Public Company Stockholder Approvals or (B) Public Company will not receive proxies sufficient to obtain the Stockholder Meeting for approval of resolutions the Public Company Stockholder Approvals, whether or not a quorum would be present, Public Company shall have the right to adjourn or postpone (or make one or more successive postponements or adjournments of) the "Resolutions"Public Company Meeting to a later date, provided that no such adjournment shall exceed thirty (30) providing for calendar days from the issuance of all of original date that the Securities as described in Public Company Meeting was scheduled. (c) Unless the Transaction Documents Public Company Board has effected a Public Company Board Recommendation Change in accordance with applicable lawSection 6.1 and terminated this Agreement to enter into a definitive agreement with respect to a Superior Proposal pursuant to Section 8.1, Public Company’s obligation to call, give notice of and hold the provisions Public Company Meeting in accordance with Section 6.5(b) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Acquisition Proposal. (d) Except in the Certificate case of Incorporation and the rules and regulations of the Principal Market a Public Company Board Recommendation Change made in compliance with Section 6.1, (such affirmative approval being referred to herein as the "Stockholder Approval"), and the i) Public Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause from the Board of Directors Public Company stockholders proxies in favor of the Public Company to recommend to the stockholders that they approve the Resolutions. The Stockholder Approvals, (ii) Public Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In ensure that all proxies solicited in connection with the stockholders' meeting contemplated by this Section 4(p), the Public Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions Meeting are solicited in material compliance with all applicable Laws and (iiiii) cause at least a majority Public Company, in its capacity as the sole stockholder of the Board of Directors of the Company to recommend to the stockholders that they Merger Sub, shall approve the Resolutions. As used hereinMerger. (e) Notwithstanding the foregoing, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject nothing herein shall limit a party’s right to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject terminate this Agreement pursuant to review by the SECSection 8.1.

Stockholder Approval. The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (eacha) Target agrees to take, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable lawLaw and the Target Charter Documents, all action necessary to convene as soon as reasonably practicable a special meeting of the Target Stockholders to consider and vote upon the approval and adoption of this Agreement, including the Merger, and any other matters required to be approved by the Target Stockholders for consummation of the Merger (including any adjournment or postponement, the provisions of “Target Stockholder Meeting”). Except with the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' prior approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company Purchaser, no other matters shall be obligated to seek to obtain submitted for the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained approval of Target Stockholders at the Target Stockholder Meeting, other than matters customarily brought before the Company Purchaser stockholders at an annual meeting. The board of directors of Target shall cause an additional Stockholder Meeting at all times prior to and during such meeting recommend such approval and adoption and shall take all reasonable lawful action to solicit such approval and adoption by the Target Stockholders, provided that nothing in this Agreement shall prevent the board of directors of Target from withholding, withdrawing, amending or modifying its recommendation if the board of directors of Target determines, after consultation with its outside counsel, that failing to take such action would be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection reasonably likely to constitute a breach of its fiduciary duties to the Target Stockholders under applicable Law; provided, further, that Section 5.12 shall govern the withholding, withdrawing, amending or modifying of such recommendation in the circumstances described therein. (b) Purchaser agrees to take, in accordance with applicable Law and the stockholders' Purchaser Charter Documents, all action necessary to convene as soon as reasonably practicable a special meeting of its stockholders to consider and vote upon the issuance of the Purchaser Common Stock contemplated by this Section 4(p)Agreement and any other matters required to be approved by Purchaser’s stockholders for consummation of the Merger (including any adjournment or postponement, the Company “Purchaser Stockholder Meeting”). Except with the prior approval of Target, no other matters shall (i) use its best efforts be submitted for the approval of Purchaser stockholders at the Purchaser Stockholder Meeting, other than matters customarily brought before the Purchaser stockholders at an annual meeting. The board of directors of Purchaser shall at all times prior to and during such meeting recommend such approval and shall take all reasonable lawful action to solicit such approval by its stockholders' approval , provided that nothing in this Agreement shall prevent the board of directors of Purchaser from withholding, withdrawing, amending or modifying its recommendation if the Resolutions and (ii) cause at least a majority board of directors of Purchaser determines, after consultation with its outside counsel, that such action is legally required in order for the Board of Directors of the Company directors to recommend comply with their fiduciary duties to the Purchaser stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECunder applicable Law.

Stockholder Approval. The Company shall file with (a) If required by applicable law in -------------------- order to consummate the SEC and provide each stockholder Merger, as soon as practicable following the purchase of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition Shares pursuant to the foregoing, if required by any governmental or regulatory agencyOffer, the Company Company, acting through its Board of Directors, shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, take all steps necessary duly to call, set a record date for, give notice of, convene and hold a meeting of its stockholders for the provisions purpose of voting on the adoption and approval of this Agreement and the transactions contemplated hereby. At such meeting, the Parent and the Purchaser will each vote, or cause to be voted, all Shares acquired in the Offer or otherwise beneficially owned by it or any of its subsidiaries on the record date for such meeting, in favor of the Certificate approval and adoption of Incorporation this Agreement and the rules and regulations transactions contemplated hereby. Subject to the rights of the Principal Market (such affirmative approval being referred to herein Board of Directors as the "Stockholder Approval"set forth in Section 6.8(d), and the Company shall use its reasonable best efforts to solicit from its stockholders' stockholders written consents and proxies, and shall take all other action necessary and advisable, to secure the vote of stockholders required by applicable law to obtain the approval for this Agreement. (b) The Company will, as promptly as practicable, if required by law for the consummation of the Merger and upon the request of the Parent or the Purchaser, prepare and file a Proxy/Information Statement with the SEC, and shall use best efforts to obtain and furnish the information required to be included by it in the Proxy/Information Statement and, after consultation with the Parent, to respond promptly to any comments made by the SEC with respect to the Proxy/Information Statement and any preliminary version thereof, to furnish all information required to prepare the definitive Proxy/Information Statement (including, without limitation, financial statements and supporting schedules and certificates and reports of independent public accountants) and cause the Proxy/Information Statement to be mailed to its stockholders at the earliest practicable time following the purchase of the Shares pursuant to the Offer. If necessary, after the definitive Proxy/Information Statement shall have been so mailed, the Company will promptly circulate amended, supplemental or supplemented proxy material and, if required in connection therewith, resolicit proxies. The Company will not use any proxy material in connection with the meeting of its stockholders without the Parent's prior approval, such Resolutions consent not to be unreasonably delayed or withheld, and subject to cause the rights of the Board of Directors as set forth in Section 6.8(d). The Board of Directors of the Company, the sole member of the Parent and the Board of Directors of the Purchaser have each deter- mined that the Merger is advisable, fair to and in the best interests of the stockholders or the members, as the case may be, of their respective companies and, except to the extent that the conditions set forth in Section 6.8(d) have been satisfied, the Board of Directors of the Company to will (i) recommend to the - stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, of the Company shall cause an additional Stockholder Meeting the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be held each calendar quarter thereafter until Stockholder Approval is obtained. In submitted to such stockholders in connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall therewith and (iii) use its best efforts to solicit its stockholders' obtain -- the necessary approval by the stockholders of the Resolutions Company of this Agreement and (ii) cause at least a majority the transactions contemplated hereby. The Parent shall provide the Company with the information concerning the Parent and the Purchaser required to be included in the Proxy/Information Statement. The Company agrees that it will include in the Proxy/Information Statement the recommendation of its Board of Directors that holders of Company Common Stock approve and adopt this Agreement and approve the Merger, unless the Board of Directors of the Company to recommend to has exercised its rights pursuant to, and in accordance with, Section 6.8(d) of this Agreement. (c) Notwithstanding the stockholders that they approve the Resolutions. As used hereinforegoing, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date closing of the Offer the Purchaser or its affiliates shall be the owner of at least 90 percent of the outstanding Shares, the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer and in the event the Proxy Statement is not subject to review by compliance with any applicable rules of the SEC, without a meeting of stockholders of the Company, in accordance with Section 253 of the GCL.

Stockholder Approval. The Company shall file with (a) As soon as practicable after the SEC execution and provide each stockholder delivery of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agencythis Agreement, the Company shall provide each stockholder entitled to vote at prepare, in consultation with Buyer, a special or annual meeting solicitation statement (the “Information Statement”) for the solicitation of approval of the stockholders of the Company (describing this Agreement, the "Stockholder Meeting")Ancillary Agreements and the transactions contemplated hereby and thereby. The Information Statement shall not, which shall be called at or prior on the date the Information Statement is first delivered to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors stockholders of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained or at the Stockholder MeetingEffective Time, contain any statement which, as such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading. As soon as practicable after the execution and delivery of this Agreement, the Company shall deliver or cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with delivered the stockholders' meeting contemplated by this Section 4(p)Information Statement to the stockholders of the Company provided, however, that the Company shall not distribute the Information Statement without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Neither Buyer nor Acquisition Corporation shall be responsible in any way for any content in the Information Statement except for information relating to Buyer or Acquisition Corporation that has been supplied in writing by Buyer for inclusion therein. (ib) Subject to the fiduciary duties of the board of directors of the Company and as required by applicable Legal Requirements and Section 5.4, the Information Statement shall contain the Company Board Recommendation and the conclusion of the board of directors of the Company that the terms and conditions of the Merger are fair and reasonable to the stockholders of the Company. (c) The Company shall use its best efforts to solicit its stockholders' obtain the Company Stockholder Approval, including the Company Stockholder Consent and the Company Preferred Stockholder Closing Consent, within twenty-four (24) hours after the execution and delivery of this Agreement, which approval shall approve the adoption of this Agreement as contemplated by Section 251 of the DGCL and shall constitute the irrevocable approval and adoption by the stockholders of the Company of the escrow and the indemnification obligations of the Securityholders and the appointment of the Stockholders’ Representative. In the event that such consents or approvals are not unanimous, the Company shall deliver prompt and timely notice, as required by the DGCL, relating to such written consent or approval to any stockholder of the Company who did not execute such written consent or approve such transactions and is entitled to notice of the action taken thereby. (d) If after the initial solicitation by the Company of approval of the Resolutions and (ii) cause at least a majority of the Board of Directors stockholders of the Company of this Agreement and the Merger, the Company, in the reasonable opinion of Buyer, is required by applicable Legal Requirements to recommend to obtain any additional approval of the stockholders that they approve of the Resolutions. As used hereinCompany of this Agreement, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after Merger or the Closing Date in transactions contemplated hereby, the event Company agrees to solicit such consent and/or approval within a reasonable period of time and the Proxy Statement is subject Company will use its commercially reasonable efforts to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECobtain such approval and/or consent.

Stockholder Approval. The (a) As of the date of this Agreement, the Board of Governors of each Company has adopted resolutions approving the Applicable Matters, including Merger 1A (with respect to FSIC III), Merger 2A (with respect to CCT II) and Merger 3A (with respect to FSIC IV), on the terms and conditions set forth in this Agreement, declaring Merger 1A (in the case of FSIC III), Merger 2A (in the case of CCT II) and Merger 3A (in the case of FSIC IV) advisable, and directing that the Applicable Matters, including Merger 1A (in the case of FSIC III), Merger 2A (in the case of CCT II), and Merger 3A (in the case of FSIC IV), be submitted to such Company’s stockholders for their consideration, with the recommendation that the such stockholders approve the same. Notwithstanding anything to the contrary in Section 7.6, each Company shall file with submit to its stockholders the SEC Applicable Matters on the terms and provide conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken shall take, in accordance with the Resolutions applicable Law and of the Stockholder Approval its Governing Documents, all actions necessary to send a notice as promptly as practicable (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than 10 Business Days) following the Stockholder date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the Applicable Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the Applicable Matters, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the Applicable Stockholders Meeting Deadline shall be determined in prior consultation with and subject to the prior written approval of the other parties to this Agreement (as defined belowwhich prior written approval shall not be unreasonably delayed, conditioned or withheld). Each Company shall use reasonable best efforts to obtain from its stockholders the vote required to approve the Applicable Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.6, by providing to its stockholders its Board of Governors’ recommendation of the Applicable Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of the other parties to this Agreement, postponing or adjourning the Applicable Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that no Company shall postpone or adjourn the Applicable Stockholders Meeting for any other reason without the prior written consent of the other parties to this Agreement (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, each Company’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the Applicable Matters and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to such Company, its Representatives or its stockholders of any Takeover Proposal (including any Superior Proposal), (ii) such Company effecting a proxy statement Takeover Approval or delivering a Notice of a Superior Proposal or (iii) an Adverse Recommendation Change. (b) As of the "Proxy Statement")date of this Agreement, FSIC II has adopted resolutions approving the FSIC II Matters on the terms and conditions set forth in a form reasonably acceptable this Agreement, and directing that the FSIC II Matters be submitted to FSIC II’s stockholders for their consideration, with the recommendation that the FSIC II stockholders approve the same. Notwithstanding anything to the Buyers after review contrary in Section 7.7, FSIC II shall submit to its stockholders the FSIC II Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by Sxxxxxx Rxxx & Zxxxx LLPits stockholders in order to carry out the Transactions. In furtherance of that obligation, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents FSIC II shall take, in accordance with applicable lawLaw and the FSIC II Charter and the FSIC II Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the provisions date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the FSIC II Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the Certificate FSIC II Matters including Merger 1B, Merger 2B and Merger 3B, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the FSIC II Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of Incorporation and the rules and regulations of the Principal Market each Company (such affirmative which prior written approval being referred to herein as the "Stockholder Approval"shall not be unreasonably delayed, conditioned or withheld), and the Company . FSIC II shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions obtain from FSIC II’s stockholders the vote required to approve the FSIC II Matters, on terms and conditions set forth in this Agreement, including, subject to cause Section 7.7, providing to FSIC II’s stockholders the FSIC II Board of Directors Governors’ recommendation of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions FSIC II Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of a Company, postponing or adjourning the FSIC II Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that FSIC II shall not postpone or adjourn the FSIC II Stockholders Meeting for any other reason without the prior written consent of each Company (ii) cause at least a majority which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the Board of Directors of foregoing, FSIC II’s obligations pursuant to this Section 7.3(b) (including its obligation to submit to its stockholders the Company FSIC II Matters and any other matters required to recommend be approved or adopted by its stockholders in order to carry out the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means Transactions) shall not be affected by (i) the date that is sixty commencement, public proposal, public disclosure or communication to FSIC II, its Representatives or its stockholders of any Takeover Proposal (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and including any FSIC II Superior Proposal), (ii) the date that is thirty FSIC II effecting a Takeover Approval or delivering a Notice of a FSIC II Superior Proposal or (30iii) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECa FSIC II Adverse Recommendation Change.

Stockholder Approval. The Unless the NYSE informs the Company shall that the NYSE rules (including Rule 312.03 of the listed company rules) do not require (whether because the NYSE requirement has been satisfied by prior stockholder approvals, or because of an exception, a waiver or otherwise) approval by the Company’s stockholders of the transactions that are the subject of the Investor Agreements, within 20 days after the date of this Agreement, the Company will file with the SEC a preliminary proxy statement relating to a stockholders meeting at which the Company’s stockholders will be asked to approve the transactions that are the subject of the Investor Agreements. The Company will include in the proxy statement the recommendation of its Board of Directors that the Company’s stockholders vote to approve the transactions that are the subject of the Investor Agreements, unless, and provide each stockholder solely to the extent, the Board determines, after consultation with counsel, that in the exercise of its fiduciary duties it must withdraw or modify that recommendation. A withdrawal or modification of the recommendation of the Board shall not affect the obligations of the Company with an information to hold the meeting of the Company’s stockholders contemplated by this Agreement. The Investors and their counsel shall have the opportunity to review such preliminary proxy statement complying in advance of the Company filing such preliminary proxy statement with the requirements of the 1934 Act SEC, and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (eachto provide comments thereon, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, which comments the Company shall give due and reasonable consideration. The Company will provide each stockholder entitled to vote at a special or annual meeting of stockholders of any comments received from the Company (the "Stockholder Meeting"), which shall be called at or prior SEC to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (Investors and their counsel as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities promptly as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation practicable upon receipt thereof and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval consult with the Investors and their counsel and, to the extent it is not unreasonable for it to do so, to resolve and comply with all comments of such Resolutions the staff of the SEC promptly, and to cause the Board of Directors proxy statement to be filed in definitive form and distributed to the Company’s stockholders as promptly as practicable, and in any event within five Business Days after the Company is informed by the staff of the Company to recommend SEC that they have no further comments with regard to the stockholders that they approve the Resolutionsproxy statement, either by mail or by notice of internet access. The Company shall be obligated will cause the stockholders meeting to seek to obtain which the Stockholder Approval by the Stockholder Meeting Deadline. If, despite proxy statement relates and at which the Company's reasonable best efforts, ’s stockholders will be asked to approve the Stockholder Approval is not obtained at transactions that are the Stockholder Meeting, subject of the Company shall cause an additional Stockholder Meeting Investor Agreements to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions as promptly as practicable and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) no more than 40 days after the Closing Date in Company distributes the event the Proxy Statement is subject proxy statement to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECits stockholders.

Stockholder Approval. The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall Parent will provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company Parent (the "Stockholder “Stockholders Meeting"”), which shall will be promptly called at or prior to the Company's next annual meeting of stockholders, but in and held no event later than ninety (90) days following the Closing Date (subject to extension for any SEC review) (the “Stockholder Meeting Deadline (as defined belowDeadline”), a proxy statement meeting the requirements of Section 14 of the Exchange Act, and the related rules and regulations promulgated thereunder (the "“Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, ”) soliciting each such stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all approving Parent’s ability to issue any of the Securities as described Milestone Payments, or portions thereof, in the Transaction Documents shares of Parent Common Stock in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market Exchange, Parent’s certificate of incorporation and by-laws and the DGCL (such affirmative approval being referred to herein as the "“Stockholder Approval"”), and the Company shall Parent will use its commercially reasonable best efforts to solicit its stockholders' approval the Stockholder Approval of such Resolutions resolutions and to cause the Board board of Directors directors of the Company Parent to recommend to the stockholders that they approve such resolutions. For the Resolutionsavoidance of doubt, none of the Members receiving Parent Common Stock as Closing Merger Consideration will be entitled to vote at any such Stockholders Meeting. The Company shall be obligated Parent will keep Member Representative apprised of the status of matters relating to seek the Proxy Statement and the Stockholders Meeting, including promptly furnishing Member Representative and its counsel with copies of notices or other communications related to obtain the Stockholder Approval Proxy Statement, the Stockholders Meeting or the transactions contemplated hereby received by Parent from the Stockholder Meeting DeadlineSEC or the Exchange. If, despite the Company's Parent’s commercially reasonable best efforts, the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting not thereafter have any obligation to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts continue to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company try to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECobtain such approval.

Stockholder Approval. The Company shall prepare and file with the SEC and provide each stockholder of SEC, as promptly as practicable after the Company with date hereof but in no event later than July 15, 2006, an information statement complying with (the requirements of the 1934 Act and “Information Statement”), substantially in the form that has been previously reviewed by and approved by is reasonably acceptable to the Buyers and Sxxxxxx Rxxx & Zxxxx LLP a counsel of their choice at the expense of the Company, not to exceed $10,000, informing such the stockholders of the actions taken Company of the receipt of the consents of the requisite stockholders (the “Stockholder Consent” and the date such Stockholder consent is effective pursuant to applicable law and regulation, the “Stockholder Consent Effective Date”) including resolutions (the “Resolutions”) approving the Company’s issuance of all of the Se curities as described in the Transaction Documents and the Xxxxxxxxx Agreement, including, without limitation, the Notes, the Conversion Shares, the Warrants, the Warrant Shares and the Xxxxxxxxx Shares, in accordance with applicable law and the Resolutions rules and regulations of the Stockholder Approval (each, as defined below)Principal Market. In addition to the foregoing, if otherwise required by any governmental applicable law, rule or regulatory agencyregulation, the Company shall provide each stockholder entitled prepare and file with the SEC a preliminary proxy statement with respect to vote at a special or annual meeting of the stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called at or prior to the Company's next annual meeting of stockholders, but in no event and held not later than the earlier to occur of (i) the date of the first meeting of the stockholders of the Company held after the Closing Date and (ii) October 31, 2006 (the “Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, Deadline”) soliciting each such stockholder's ’s affirmative vote at for approval of, to the extent not previously adopted, the resolutions set forth in the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market Consent (such affirmative affirmat ive approval being referred to herein as the "“Stockholder Approval"”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. The Unless the NYSE informs the Company shall that the NYSE rules (including Rule 312.03 of the NYSE Listed Company Manual) do not require (whether because the NYSE requirement has been satisfied by prior stockholder approvals, or because of an exception, a waiver or otherwise) approval by the Company’s stockholders of the transactions that are the subject of the Investor Agreements, within 20 days after the date of this Agreement, the Company will file with the SEC and provide each stockholder a preliminary proxy statement relating to a special stockholders meeting at which the Company’s stockholders will be asked to approve the transactions that are the subject of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken Investor Agreements in accordance with the Resolutions and Rule 312.03 of the Stockholder Approval (each, as defined below)NYSE Listed Company Manual. In addition to The Company will include in the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval unanimous recommendation of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors that the Company’s stockholders vote to approve the transactions that are the subject of the Investor Agreements, unless, and solely to the extent, the Board determines, after consultation with counsel, that in the exercise of its fiduciary duties it must withdraw or modify that recommendation. A withdrawal or modification of the recommendation of the Board shall not affect the obligations of the Company to recommend to hold the meeting of the Company’s stockholders that they approve the Resolutionscontemplated by this Agreement. The Company shall will, to the extent it is not unreasonable for it to do so, resolve and comply with all comments of the staff of the SEC promptly, and cause the proxy statement to be obligated filed in definitive form and distributed to seek to obtain the Stockholder Approval Company’s stockholders as promptly as practicable, either by mail or by notice of internet access, and in any event within five Business Days after the Company is informed by the Stockholder Meeting Deadlinestaff of the SEC that they have no further comments with regard to the proxy statement. If, despite The Company will cause the stockholders meeting to which the proxy statement relates and at which the Company's reasonable best efforts, ’s stockholders will be asked to approve the Stockholder Approval is not obtained at transactions that are the Stockholder Meeting, subject of the Company shall cause an additional Stockholder Meeting Investor Agreements to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions as promptly as practicable and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) no more than 40 days after the Closing Date in Company distributes the event the Proxy Statement is subject proxy statement to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECits stockholders.

Stockholder Approval. The Company shall file with either (x) if the SEC and provide each stockholder Company shall have obtained the prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of “Stockholder Consent”) to obtain the Stockholder Approval (each, as defined below). In addition , inform the stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the foregoingforty-fifth (45th) calendar day after the Closing Date (or, if required such filing is delayed by any governmental a court or regulatory agency, in no event later than 90 calendar days after the Company shall Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called at or prior to the Company's next annual meeting of stockholders, but in no event and held not later than June 15, 2024 (the “Stockholder Meeting Deadline (as defined belowDeadline”), a proxy statement (the "Proxy Statement")statement, in each case, in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx and Xxxxxx Xxxx & Zxxxx Xxxxxx LLP, soliciting at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such of the Company’s stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the approval of the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Preferred Shares or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval"”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to September 15, 2024. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition use commercially reasonable efforts to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "“Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), ”) a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (i) an amendment to the issuance Company’s articles of all incorporation that would increase the number of authorized shares of Common Stock to at least 200,000,000 within one year of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions date of the Certificate shareholder authorization; and (ii) an amendment to the Company’s articles of Incorporation and incorporation to that would authorize the rules and regulations Company to effect a reverse split of its outstanding shares of Common Stock within one year of the Principal Market date of the shareholder authorization within a range of one share of Common Stock for every two shares of Common Stock to one share of Common Stock for every 40 shares of Common Stock, with the exact reverse split ratio to be decided by the Board of Directors of the Company prior to the effective time of the reverse stock split amendment (such affirmative approval being referred to herein as the "“Stockholder Approval"”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its commercially reasonable best efforts to solicit its stockholders' ’ approval of such Stockholder Resolutions and to shall cause the Board of Directors of the Company to recommend to the stockholders that they approve the such Stockholder Resolutions. The Company shall use its commercially reasonable efforts to cause the Stockholder Meeting to be obligated promptly called and held not later than the ninetieth (90th) day following the Closing Date. The Buyer agrees to seek vote all shares of Common Stock it beneficially owns on the record date applicable to the Stockholder Meeting that are eligible to vote in connection with the Stockholder Resolutions in favor of adopting the Stockholder Resolutions. Notwithstanding the foregoing, the Company may obtain the Stockholder Approval by through the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval written consent of the Resolutions and (ii) cause at least holders of a majority of the Board shares of Directors Common Stock of the Company; provided that in such case the Company will use its commercially reasonable efforts to prepare and file with the SEC the preliminary Information Statement in accordance with Rule 14C to be sent to the Shareholders of the Company to recommend to in connection with such written consent no later than the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means thirtieth (i30th) the date that is sixty (60) days after day following the Closing Date in and cause the event Stockholder Approval to be effective no later than the Proxy Statement is subject to review by the SEC and ninetieth (ii90th) the date that is thirty (30) days after day following the Closing Date in the event the Proxy Statement is not subject to review by the SECDate.

Stockholder Approval. The Company or (if the Closing has previously occurred) NewCo shall file with use reasonable efforts to amend its certificate of incorporation (as applicable, the SEC and provide each stockholder “Certificate Amendment”) to increase the number of authorized but unissued shares of NewCo Common Stock to the greater of 500,000,000 or such number of shares of NewCo Common Stock necessary to issue the full amount of the Company with an information statement complying with Stock Payment under this Agreement (including, if applicable, to convert all the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (eachNewCo Series C Preferred Stock into Conversion Shares hereunder), as defined below)soon as reasonably practicable and not later than the seventy-fifth (75th) day after the Closing Date. In addition The Company or NewCo, as applicable, shall use reasonable efforts to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at hold a special or annual meeting of stockholders of (which may also be at the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders) (the “Special Meeting”) on or before November 30, 2018, or, in the case of a review by the U.S. Securities and Exchange Commission (the “SEC”), on or before December 31, 2018, for the purpose of obtaining approval of the Company or NewCo’s stockholders, as the case may be, to the Certificate Amendment (the “Stockholder Approval”), with the recommendation of the applicable Board of Directors that such proposal be approved, and the Company or NewCo, as the case may be, shall as promptly as practicable (but in no event later more than 20 business days after the Stockholder Meeting Deadline (as defined below), Closing Date) file a proxy statement (the "“Proxy Statement"), ”) with the SEC to solicit proxies from its stockholders in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described connection therewith in the Transaction Documents same manner as all other management proposals in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval")Proxy Statement, and the Company or NewCo, as the case may be, shall use its reasonable best efforts cause all management-appointed proxyholders to solicit its stockholders' approval vote their proxies in favor of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionsproposal. The Company or NewCo, as the case may be, shall be obligated to seek use reasonable efforts to obtain the Stockholder Approval by on or before the seventy-fifth (75th) calendar day following the Closing Date. If the Company or NewCo, as the case may be, does not obtain the Stockholder Meeting Deadline. IfApproval at the first meeting, despite the Company's reasonable best efforts, Company or newCo shall take all actions necessary in order to call a meeting every four (4) months thereafter to seek such stockholder approval until the earlier of the date the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval or any NewCo Series C Preferred Stock is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECno longer outstanding.

Stockholder Approval. (a) The Company shall file with call a meeting of its stockholders (the SEC “Stockholder Meeting”), as promptly as reasonably practicable after the date hereof, but no later than 90 days following the date hereof, to vote on proposals (collectively, the “Stockholder Proposals”) to approve (i) the increase in the total number of authorized shares of Common Stock to 250,000,000 shares and provide each stockholder (ii) the issuance of shares of Common Stock representing more than 19.99% of the Company with an information statement complying with outstanding shares of Common Stock pursuant to the requirements terms of the 1934 Act and substantially in Indenture, for purposes of satisfying the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders applicable rules of the actions taken in accordance with the Resolutions and of the Stockholder Approval NASDAQ Global Market. (each, as defined below). In addition to b) Notwithstanding the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of may include the Company (the "Stockholder Meeting"), which shall be called at or prior to Proposals in its proxy statement for the Company's next ’s 2014 annual meeting of stockholders, but in provided that such meeting shall have occurred no event later more than 90 days following the date hereof. The Board of Directors of the Company shall unanimously recommend to the Company’s stockholders that such stockholders approve the Stockholder Meeting Deadline (as defined below)Proposals, a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each and shall not modify or withdraw such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance resolution. In connection with applicable lawsuch meeting, the provisions of the Certificate of Incorporation Company shall promptly prepare (and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and Purchaser shall cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff to cause a definitive proxy statement (or a notice that satisfies the requirements of the SEC’s “notice and access” rules) related to such Stockholders’ Meeting to be mailed to the Company’s stockholders as promptly as practicable after clearance by the SEC. The Company shall notify the Representative promptly of the receipt of any comments from the SEC or its staff with respect to the preliminary proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Representative with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement (except for any correspondence that would result in the disclosure to the Representative of material and non-public information concerning the Company). If at any time prior to such stockholders' ’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. Each of the Representative and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its stockholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Representative prior to mailing any proxy statement, or any amendment or supplement thereto, and provide the Representative with reasonable opportunity to comment thereon. The directors’ recommendation described in this Section 4.1(b) shall be included in the proxy statement filed in connection with obtaining such stockholder approval. (c) If the Indenture is a Below Market Indenture, in the event that the approval of any of the Stockholder Proposals is not obtained at such Resolutions stockholders’ meeting, or in the case of the At-the-Market Indenture, the approval of the authorized share Stockholder Proposal is not obtained at such stockholders’ meeting, the Company shall include a proposal to approve (and to cause the Board of Directors shall unanimously recommend approval of) such Stockholder Proposal(s), as applicable, at the next scheduled annual meeting of its stockholders. The Representative acknowledges and agrees that any stockholder vote with respect to the Stockholder Proposal relating to the 19.99% cap in connection with this Section 4.1(c) will require such approvals as may be required by the NASDAQ Global Market, including without limitation, if applicable, by having the Company to recommend to set a vote requirement for such Stockholder Proposal, and having the stockholders proxy statement reflect, that they approve the Resolutions. The Company such Stockholder Proposal shall be obligated to seek to obtain the Stockholder Approval require approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of votes cast at the Company to recommend to the stockholders Stockholders’ Meeting, provided that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after number of votes cast in favor of the Closing Date in Stockholder Proposal must exceed the event number of votes cast against the Proxy Statement is subject to review Stockholder Proposal by the SEC number of shares of Common Stock having been issued upon the conversion of the Notes as of the record date for such Stockholders’ Meeting, and (ii) the number of shares present at the Stockholders’ Meeting in person or by proxy at the Stockholders’ Meeting must exceed a majority of the Company’s outstanding shares of Common Stock by the number of shares of Common Stock having been issued upon the conversion of the Notes as of the record date for such Stockholders’ Meeting, in either case with abstentions and broker non-votes not being counted “for” or “against” the proposal and having no effect on the outcome of the vote; provided that is thirty (30) days after the Closing Date in the event the Proxy Statement application of such vote requirement is not subject to review reasonably determined by the SECCompany to violate applicable rules and regulations of the NASDAQ Global Market.

Stockholder Approval. The Company (a) Seller shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken take all action necessary in accordance with the Resolutions Delaware General Corporation Law and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the its Certificate of Incorporation and Bylaws to obtain the rules necessary approval in favor of this Agreement and regulations the transactions contemplated hereby, whether by vote or by written consent, of its stockholders entitled to vote on this Agreement and the Principal Market transactions contemplated hereby (such affirmative approval being referred to herein as the "Stockholder Approval"), and which approval shall be obtained, subject to Section 7.3(c)(iii), no later than the Company 20th day following the Effective Date. Subject to Section 7.3, Seller shall use its reasonable best efforts to solicit from its stockholders' approval of such Resolutions and to cause stockholders the Stockholder Approval. (b) Except as expressly permitted by Section 7.3: (i) the Board of Directors of Seller shall recommend that the Company to recommend stockholders of Seller vote or act by written consent in favor of adoption and approval of this Agreement and approval of the Acquisition, (ii) the information statement or similar documentation disseminated to the voting stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain of Seller in connection with the Stockholder Approval by shall include a statement to the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of effect that the Board of Directors of Seller has recommended that Seller's stockholders vote or act by written consent in favor of the Company adoption and approval of this Agreement and approval of the Acquisition, and (iii) neither the Board of Directors of Seller nor any committee thereof shall withdraw, amend or modify, or propose or resolve to recommend withdraw, amend or modify in a manner adverse to Buyer, the recommendation of its Board of Directors that the stockholders that they approve of Seller vote or act by written consent in favor of adoption and approval of this Agreement and the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECAcquisition.

Stockholder Approval. The (a) Company agrees to take, in accordance with applicable Law, the Articles of Incorporation of Company and the Bylaws of Company, all action necessary to convene a meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by Company’s stockholders in order to permit consummation of the transactions contemplated by this Agreement (including any adjournment or postponement, the “Company Meeting”) and, subject to Section 5.09, shall take all lawful action to solicit stockholder approval, including by communicating to its stockholders its recommendation (and including such recommendation in the Joint Proxy Statement-Prospectus) that they approve this Agreement and the transactions contemplated hereby (the “Company Board Recommendation”) and shall not make a Company Adverse Recommendation Change, except in accordance with this Section 5.04. Company shall file engage a proxy solicitor reasonably acceptable to Buyer to assist in the solicitation of proxies from stockholders relating to the Requisite Company Stockholder Approval. However, subject to Section 7.01 and Section 7.02, if the board of directors of Company, in response to (1) a Company Intervening Event or (2) a Company Superior Proposal, in each case, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would be reasonably likely to result in a violation of its fiduciary duties under applicable Law to continue to recommend this Agreement and the Merger, then, prior to the receipt of the Requisite Company Stockholder Approval, in submitting this Agreement and the Merger to its stockholders, the board of directors of Company may withhold or withdraw or modify or qualify in a manner adverse to Buyer the Company Board Recommendation or may submit this Agreement and the Merger to its shareholders without recommendation (each, a “Company Adverse Recommendation Change”) (although the resolutions approving this Agreement as of 57 the date hereof may not be rescinded or amended), in which event the board of directors of Company may communicate the basis for its Company Adverse Recommendation Change to its stockholders, including in the Joint Proxy Statement-Prospectus or an appropriate amendment or supplement thereto; provided, that the board of directors of Company may not take any actions under this sentence (including effecting a Company Adverse Recommendation Change) unless (i) it gives Buyer at least four (4) Business Days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the board of directors of Company in response to a Company Superior Proposal, the latest material terms and conditions and the identity of the third party in any such Company Superior Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the board of directors of Company takes into account any amendment or modification to this Agreement proposed by Buyer and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless be reasonably likely to result in a violation of its fiduciary duties under applicable Law to continue to recommend this Agreement and the Merger. Any material amendment to any Company Superior Proposal will be deemed to be a new Company Superior Proposal for purposes of this Section 5.04(a) and will require a new notice period as referred to in this Section 5.04(a). Company agrees to use commercially reasonable efforts to convene the Company Meeting as soon as practicable after the Registration Statement becomes effective. Except with the SEC and provide each stockholder prior approval of Buyer or as required by applicable Law, no other matters shall be submitted for the approval of Company stockholders at the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken Meeting. Except in accordance with the Resolutions terms of this Section 5.04(a), Company’s board of directors shall at all times prior to and during the Company Meeting recommend approval of this Agreement by the stockholders of Company and shall not withhold, withdraw, amend, or modify their recommendation in any manner adverse to Buyer or take any other action or make any other public statement inconsistent with their recommendation. Notwithstanding any Company Adverse Recommendation Change, Company shall submit this Agreement to its stockholders for their consideration at the Company Meeting and nothing in this Agreement shall relieve Company of the obligation to do so. In the event that there is present at the Company Meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Stockholder Approval (eachApproval, Company will not adjourn or postpone the Company Meeting unless Company is advised by counsel that failure to do so would reasonably be likely to result in a breach of the U.S. federal securities Laws or fiduciary duties of Company’s board of directors. Company shall keep Buyer updated with respect to the proxy solicitation results in connection with the Company Meeting as reasonably requested by Buyer. Company shall adjourn or postpone the Company Meeting, if, as defined below)of the time for which such meeting is originally scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting, Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Stockholder Approval. In addition Company shall only be required to adjourn or postpone the Company Meeting two (2) times, for aggregate adjournments or postponements not exceeding sixty (60) calendar days, pursuant to the foregoing, if required by immediately preceding sentence of this Section 5.04(a) and any governmental further adjournments or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders postponements of the Company Meeting shall require the prior written consent of Buyer. (the "Stockholder Meeting")b) Buyer agrees to take, which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable lawLaw, the provisions Articles of Organization of Buyer and the Bylaws of Buyer, all action necessary to convene a meeting of its shareholders to consider and vote upon the approval of the Certificate of Incorporation Buyer Share Issuance and the rules and regulations any other matters required to be approved by Buyer’s shareholders in order to permit consummation of the Principal Market transactions contemplated by this Agreement (including any adjournment or postponement, the “Buyer Meeting”) and, except in the case of a Buyer Adverse Recommendation Change, shall take all lawful action to solicit shareholder approval, including by communicating to its shareholders its recommendation (and including such affirmative approval being referred to herein as recommendation in the "Stockholder Approval"Joint Proxy Statement-Prospectus) that they approve the Buyer Share Issuance (the “Buyer Board Recommendation”), and shall not make a Buyer Adverse Recommendation Change except in accordance with this Section 5.04(b). Buyer shall engage a proxy solicitor to assist in the solicitation of proxies from shareholders relating to the Requisite Buyer Shareholder Approval. However, subject to Section 7.01 and Section 7.02, if the board of directors of Buyer, in response to (1) a Buyer Intervening Event or (2) a Buyer Superior Proposal, in each case, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would be reasonably likely to result in a violation of its fiduciary duties under applicable Law to continue to recommend the Buyer Share Issuance, then, prior to the receipt of the Requisite Buyer Shareholder Approval, in submitting the Buyer Share Issuance to its shareholders, the board of directors of Buyer may withhold or withdraw or modify or qualify in a manner adverse to Company the Buyer Board Recommendation or may submit the Buyer Share Issuance to its shareholders without recommendation (each, a “Buyer Adverse Recommendation Change”) (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the board of directors of Buyer may communicate the basis for its Buyer Adverse Recommendation Change to its shareholders including in the Joint Proxy Statement-Prospectus or an appropriate amendment or supplement thereto; provided, that the board of directors of Buyer may not take any actions under this sentence (including effecting a Buyer Adverse Recommendation Change) unless (i) it gives Company at least four (4) Business Days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action and (ii) at the end of such notice period, the board of directors of Buyer takes into account any amendment or modification to this Agreement proposed by Company and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless be reasonably likely to result in a violation of its fiduciary duties under applicable Law to continue to recommend the Buyer Share Issuance. Buyer agrees to use commercially reasonable efforts to convene the Buyer Meeting as soon as practicable after the Registration Statement has been declared effective. Except with the prior approval of Company or as required by applicable Law, no other matters shall be submitted for the approval of Buyer shareholders at the Buyer Meeting. Except in accordance with the terms of this Section 5.04(b), Buyer’s board of directors shall at all times prior to and during the Buyer Meeting recommend approval of this Agreement by the shareholders of Buyer and shall not withhold, withdraw, amend, or modify their recommendation in any manner adverse to Company or take any other action or make any other public statement inconsistent with their recommendation. Notwithstanding any Buyer Adverse Recommendation Change, Buyer shall submit this Agreement to its stockholders for their consideration at the Buyer Meeting and nothing in this Agreement shall relieve Buyer of the obligation to do so. In the event that there is present at the Buyer Meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Buyer Shareholder Approval, Buyer will not adjourn or postpone the Buyer Meeting unless Company has adjourned or postponed the Company Meeting or Buyer is advised by counsel that failure to do so would reasonably be likely to result in a breach of the U.S. federal securities Laws or fiduciary duties of Buyer’s board of directors. Buyer shall keep Company updated with respect to the proxy solicitation results in connection with the Buyer Meeting as reasonably requested by Company. Buyer shall adjourn or postpone the Buyer Meeting, if, as of the time for which such meeting is originally scheduled, there are insufficient shares of Buyer Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting, Buyer has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Buyer Shareholder Approval. Buyer shall only be required to adjourn or postpone the Buyer Meeting two (2) times, for aggregate adjournments or postponements not exceeding sixty (60) calendar days, pursuant to the immediately preceding sentence of this Section 5.04(b) and any further adjournments or postponements of the Buyer Meeting shall require the prior written consent of Company. (c) Each of Buyer and Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of Buyer Meeting and the Company Meeting to recommend occur as soon as reasonably practicable after the Registration Statement has been declared effective and on the same date, with the Company Meeting occurring prior to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Buyer Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. The (a) As of the date of this Agreement, the Company shall file with Board (on the SEC and provide each stockholder recommendation of the Company with an information statement complying with Special Committee) has unanimously (i) determined that (A) this Agreement and the requirements terms of the 1934 Act Mergers and substantially the related Transactions are advisable, fair to and in the form best interests of the Company and its stockholders and (B) the interests of the Company’s existing stockholders will not be diluted as a result of the Transactions, (ii) approved, adopted and declared advisable this Agreement and the Transactions (including the Merger and other Company Matters), (iii) directed that has been previously reviewed the approval of the Company Matters be submitted to the Company’s stockholders at the Company Stockholders Meeting and approved by (iv) resolved to recommend that the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with Company approve the Resolutions and of the Stockholder Approval (each, as defined below)Company Matters. In addition Notwithstanding anything to the foregoing, if required by any governmental or regulatory agencycontrary in Section 7.6, the Company shall provide each stockholder entitled submit to vote at a special or annual meeting of its stockholders of the Company Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, the Company shall take, in accordance with applicable Law and the Company Charter and the Company Bylaws, all actions necessary to send a notice as promptly as practicable (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than five (5) Business Days) following the Stockholder date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the Company Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon the proposal to approve the Company Matters, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the Company Stockholders Meeting Deadline shall be determined in prior consultation with the Acquiror. The Company shall use reasonable best efforts to obtain from the Company’s stockholders the Company Requisite Vote to approve the Company Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.6, by providing to the Company’s stockholders the recommendation of the Company Board that the stockholders of the Company approve the Company Matters (the “Company Recommendation”) and including the Company Recommendation in the Joint Proxy Statement/Prospectus and by, at the request of the Acquiror, postponing or adjourning the Company Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that the Company shall not postpone or adjourn the Company Stockholders Meeting for any other reason without the prior written consent of the Acquiror (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is terminated in accordance with its terms, the obligations of the Company pursuant to this Section 7.3(a) shall continue in full force and effect and such obligations shall not be affected by the commencement, public proposal, public disclosure or communication to the Company, its Representatives or its stockholders of any Takeover Proposal (whether or not a Company Superior Proposal). (b) As of the date of this Agreement, the Acquiror Board (on the recommendation of the Acquiror Special Committee) has unanimously (i) determined that (A) this Agreement and the terms of the Mergers and the related Transactions are advisable, fair to and in the best interests of the Acquiror and its stockholders and (B) the interests of the Acquiror’s existing stockholders will not be diluted as defined belowa result of the Transactions, (ii) approved, adopted and declared advisable this Agreement and the Transactions (including the Merger and the Acquiror Matters), a proxy statement (iii) directed that the "Proxy Statement"), in a form reasonably acceptable approval of the Acquiror Matters be submitted to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote Acquiror’s stockholders at the Stockholder Acquiror Stockholders Meeting for approval of resolutions and (iv) resolved to recommend that the "Resolutions") providing for the issuance of all stockholders of the Securities as described Acquiror approve the Acquiror Matters. Notwithstanding anything to the contrary in Section 7.7, the Transaction Documents Acquiror shall submit to its stockholders the Acquiror Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, the Acquiror shall take, in accordance with applicable law, the provisions of the Certificate of Incorporation Law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), Acquiror Charter and the Company Acquiror Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than five (5) Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the Acquiror Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon the proposal to approve the Acquiror Matters, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the Acquiror Stockholders Meeting shall be determined in prior consultation with the Company. The Acquiror shall use its reasonable best efforts to obtain from the Acquiror’s stockholders the Acquiror Requisite Vote to approve the Acquiror Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to the Acquiror’s stockholders the recommendation of the Acquiror Board that the stockholders of the Acquiror approve the Acquiror Matters (the “Acquiror Recommendation”) and including the Acquiror Recommendation in the Joint Proxy Statement/Prospectus and by, at the request of the Company, postponing or adjourning the Acquiror Stockholders Meeting to obtain a quorum or solicit its stockholders' approval of such Resolutions and to cause additional proxies; provided that the Board of Directors Acquiror shall not postpone or adjourn the Acquiror Stockholders Meeting for any other reason without the prior written consent of the Company (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Notwithstanding any Acquiror Adverse Recommendation Change, unless this Agreement is terminated in accordance with its terms, the obligations of the Acquiror pursuant to recommend this Section 7.3(b) shall continue in full force and effect and such obligations shall not be affected by the commencement, public proposal, public disclosure or communication to the Acquiror, its Representatives or its stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is of any Takeover Proposal (whether or not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(pAcquiror Superior Proposal), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. The Company shall file with Immediately after the SEC execution of this Agreement and provide each stockholder in lieu of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such calling a stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (eachmeeting, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval deliver to the Purchaser an irrevocable stockholder written consent (the “Stockholder Written Consent”) executed by the Founder Stockholders (who will then collectively hold a majority of such Resolutions the Company’s issued and outstanding Company Common Stock) adopting resolutions to cause approve: (i) the Board of Directors conversion of the Company to recommend Preferred Stock to the stockholders Company Common Stock; (ii) issuance of Company Common Stock upon exercise of the Warrants; and (iii) the proxy, board representation and voting rights set forth in the Shareholder Agreement and Investor Rights Agreement (collectively, the “Stockholder Proposal”). The Company represents that they the Stockholder Written Consent shall be sufficient to approve the ResolutionsStockholder Proposal without requiring any additional written consent from other stockholders or convening any stockholders meeting to vote on the Stockholder Proposal pursuant to the applicable Law, certificate of incorporation and/or bylaws of the Company. If such Stockholder Written Consent is not delivered to the Purchaser within one (1) calendar day following the execution of this Agreement, Purchaser shall have the right to terminate this Agreement pursuant to Section 6.01(b) herein. The Company shall, in accordance with applicable Law, mail to any stockholder of the Company that did not execute the Stockholder Written Consent approving the transactions contemplated hereby, notice of such Stockholder Written Consent as required by Section 228 of the Delaware Corporation Law. The Company shall be obligated to seek to obtain promptly prepare (and the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection Purchaser will reasonably cooperate with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means prepare) and file (i) the date that is but in no event more than sixty (60) days after following the Closing Date in the event the Proxy Statement is subject to review by Closing) with the SEC a preliminary information statement relating to the Stockholder Written Consent, shall respond to any comments of the SEC or its staff to as promptly as practicable for the purpose of clearing the Company’s information statement with the SEC in accordance with applicable Law and (ii) satisfaction of any other regulatory requirements, and cause a definitive information statement related to such Stockholder Written Consent to be mailed to the date that is thirty (30) days Company’s stockholders as promptly as practicable after the Closing Date in the event the Proxy Statement is not subject to review clearance by the SEC. The Company agrees that each information statement referred to in this Section 4.10, when mailed to the Company’s stockholders, shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and that none of the information included or incorporated by reference in any such information statement will, at the date it is mailed to the stockholders of the Company, or at the time of any amendment or supplement thereof, to the best of Company’s knowledge contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except for statements made in such information statement based exclusively on information supplied in writing by or on behalf of the Purchaser specifically and explicitly for inclusion or incorporation by reference therein. The Purchaser and the Company agree promptly to correct any information provided by it or on its behalf for use in the information statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its stockholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Purchaser prior to mailing any such information statement, or any amendment or supplement thereto, and provide the Purchaser with a reasonable opportunity to comment thereon. The Company shall promptly notify the Purchaser upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to any information statement and shall provide the Purchaser with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. The Stockholder Written Consent shall become effective twenty (20) calendar days following the distribution of such information statement to the Company’s stockholders (the “Stockholder Approval”), and the Company shall ensure that the Stockholder Approval is obtained within one hundred eighty (180) days following Closing. In the event that the Company is unable to obtain, as a matter of Law, the approval of the transactions contemplated under this Agreement by Company stockholders through the Stockholder Written Consent and the mailing of the information statement to Company stockholders as contemplated under the provisions in this Section 4.10 above within one hundred eighty (180) days following Closing, at the request of the Purchaser, the Company shall immediately call and hold a meeting of its stockholders and include a proposal to approve (and, the Board of Directors shall recommend approval of) the Stockholder Proposal at its stockholders meeting no less than once in each three (3)-month period beginning on the one hundred eightieth (180) days following Closing until stockholders approve Stockholder Proposal in its entirety.

Stockholder Approval. The Company shall file with either (i) if the SEC and provide each stockholder Company shall have obtained the prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of “Stockholder Consent”) to obtain the Stockholder Approval (each, as defined below). In addition , inform the stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the foregoingearlier to occur of (x) the Company’s next general stockholder meeting and (y) the sixtieth (60th) calendar day after the Closing Date (or, if required such filing is delayed by any governmental a court or regulatory agency, in no event later than 90 calendar days after the Company shall Closing), an information statement with respect thereto or (ii) provide each stockholder entitled to vote at a an annual or special or annual meeting of stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called at or prior to and held as soon as practicable after Closing (the Company's next annual meeting of stockholders, but in no event later than the “Stockholder Meeting Deadline (as defined belowDeadline”), a proxy statement (the "Proxy Statement")statement, in each case, in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx and Xxxxxxxx Xxxxxxxx & Zxxxx Schole LLP, soliciting at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxxxx Xxxxxxxx & Schole LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each such of the Company’s stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for a reverse stock split in a ratio to be determined by the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market Company’s Board (such affirmative approval of above being referred to herein as the "“Stockholder Approval"”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter as soon as practicable. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held quarterly thereafter until such Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. (a) The Company shall file agrees to include in its proxy statement prepared and filed with the SEC and provide each stockholder of Commission (the Company with an information statement complying with “Proxy Statement”) for the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or 2020 annual meeting of the stockholders of the Company (the "“2020 Stockholder Meeting"”) a proposal for approval by the holders of Common Stock that is required under the listing standards of NASDAQ (and any successor thereto and any other trading market on which the Common Stock is listed), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined belowincluding NASDAQ Stock Market Rule 5635(b) and Rule 5635(d), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for approve the issuance of all Common Stock in excess of the Securities as described thresholds set forth in such rules upon exercise of the Transaction Documents in accordance with applicable lawWarrants or conversion or redemption of the Series B Convertible Preferred Stock of the Company issued to Purchasers pursuant to this Agreement (the “Stockholder Approval”). Subject to the directors’ fiduciary duties, the provisions Proxy Statement shall include the recommendation from the Board of Directors that the stockholders vote in favor of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the . The Company shall use its reasonable best efforts to solicit its stockholders' approval from the stockholders proxies in favor of the Stockholder Approval and to obtain the Stockholder Approval. Each Purchaser acknowledges that no votes of the shares of Series B Convertible Preferred Stock sold and issued will be counted toward the Stockholder Approval in compliance with NASDAQ Stock Market Rule 5635. Each Purchaser agrees with the Company (but not with each other) that it shall vote or cause to be voted any shares of Common Stock over which it has voting power as of the record date of such Resolutions and to cause the Board of Directors annual meeting in favor of the Company Stockholder Approval. Each Purchaser and its Affiliates agree to recommend furnish to the Company all information concerning such Purchaser and its Affiliates as the Company may reasonably request in connection with the preparation and filing of the Proxy Statement and any such annual meeting of the stockholders that they approve of the ResolutionsCompany. The Company shall be obligated respond reasonably promptly to seek any comments received from the Commission with respect to obtain the Stockholder Approval by Proxy Statement. The Company shall provide to each Purchaser, as promptly as reasonably practicable after receipt thereof, any written comments from the Stockholder Meeting Deadline. If, despite Commission or any written request from the Commission or its staff for amendments or supplements to the Proxy Statement and shall provide each Purchaser with copies of all correspondence between the Company's , on the one hand, and the Commission and its staff, on the other hand, relating to the Proxy Statement. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or, in each case, any amendment or supplement thereto) or responding to any comments of the Commission or its staff with respect thereto, the Company shall provide the Purchasers with a reasonable best efforts, opportunity to review and comment on such document or response. (b) If the Stockholder Approval is not obtained at the 2020 Stockholder Meeting, or an adjournment or postponement thereof, then the Company shall cause an additional Stockholder Meeting agrees to be held each calendar quarter thereafter until submit the Stockholder Approval is obtained. In connection with to its stockholders at each subsequent annual meetings of the stockholders' meeting contemplated by this Section 4(p), stockholders of the Company shall until the earliest to occur of: (i) use its best efforts to solicit its stockholders' approval of the Resolutions and Stockholder Approval; or (ii) cause at least a majority the 2024 annual meeting of the Board of Directors stockholders of the Company (or an adjournment or postponement thereof). (c) The Company will use commercially reasonable efforts to increase the number of authorized shares of Common Stock at the Company’s 2023 annual meeting of stockholders (or in any event, no later than June 30, 2023), if any shares of Series B Convertible Preferred Stock or Warrants are then outstanding, and shall adopt and submit and recommend to the stockholders that they approve for approval at such annual meeting of stockholders an amendment to the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject Company’s certificate of incorporation to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECsuch effect.

Stockholder Approval. The Company shall file with (a) If required by applicable Law in order to consummate the SEC and provide each stockholder of Merger, the Company, acting through the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken Board, shall, in accordance with applicable Law and the Resolutions Company’s certificate of incorporation and by-laws, duly call, give notice of, convene and hold, as promptly as practicable after the Acceptance Time, an annual or special meeting of its stockholders for the purpose of considering and taking action on this Agreement and the Merger (the “Company Stockholders Meeting”). (b) If approval of the Stockholder Approval (each, as defined below). In addition to the foregoing, if Company’s stockholders is required by any governmental or regulatory agencyapplicable Law to consummate the Merger, promptly following the Acceptance Time, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of prepare and file the Company (Proxy Statement with the "Stockholder Meeting"), which shall be called at or prior to SEC under the Company's next annual meeting of stockholders, but Exchange Act in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval")preliminary form, and the Company shall use its reasonable best efforts to solicit have the Proxy Statement cleared by the SEC promptly. Each of the Company, Parent and Merger Sub agrees to use its stockholders' approval reasonable best efforts, after consultation with the other parties, to respond promptly to all comments of such Resolutions and requests by the SEC with respect to the Proxy Statement and to cause the Board Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Directors Shares entitled to vote at the Company Stockholders Meeting at the earliest practicable time. (c) Notwithstanding the foregoing, if Parent, Merger Sub and any other Parent Subsidiary shall collectively acquire at least 90% of the Company to recommend then outstanding Shares pursuant to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsOffer, the Stockholder Approval is not obtained at parties shall take all necessary and appropriate action to cause the Stockholder Meeting, Merger to become effective as soon as practicable after the Company expiration of the Offer without a stockholders meeting in accordance with Section 253 of the DGCL. (d) Parent shall cause an additional Stockholder Meeting all Shares purchased pursuant to the Offer and all other Shares owned by Parent, Merger Sub or any Parent Subsidiary to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval voted in favor of the Resolutions and (ii) cause at least a majority adoption of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECthis Agreement.

Stockholder Approval. The Company shall seek and use its best efforts to obtain, on or before the date which is 120 days after the Closing Date, the Stockholder Approval of the issuance of the Note, the Interest Notes, the Preferred Shares, the Dividend Shares, the Warrants and the Common Shares. The Company shall call a meeting of stockholders to be held within 120 days after the Closing Date, shall prepare and file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholderspromptly as practical, but in no event later than 45 days after the Closing Date, preliminary proxy materials which set forth a proposal to seek such Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review Approval and shall recommend approval thereof by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated provide the Buyer an opportunity to seek review and comment on such proxy materials by providing copies of such proxy materials and any revised preliminary proxy materials to the Buyer a reasonable period of time prior to their filing with the SEC. The Company shall furnish to the Buyer and its counsel a copy of its definitive proxy materials for such meeting of stockholders and any amendments or supplements thereto promptly after the same are mailed to stockholders or filed with the SEC, shall inform the Buyer of the progress of solicitation of proxies for such meeting and shall inform the Buyer of any adjournment of such meeting and shall report the result of the vote of any stockholders on such proposition on the day such vote is taken. If for any reason the Company fails to obtain the such Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder MeetingApproval, the Company shall cause an additional Stockholder Meeting be required to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection redeem the Note in accordance with Sections 5.1 and 5.2 thereof and the stockholders' meeting contemplated by this Preferred Shares in accordance with Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval 11 of the Resolutions and (ii) cause at least a majority Statement of the Board of Directors of the Company to recommend to the stockholders that they approve the ResolutionsResolution. As used herein, "Stockholder Meeting DeadlineApproval" means (i) shall have the date that is sixty (60) days after the Closing Date meaning to be provided or provided in the event Note and the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECof Resolution.

Stockholder Approval. The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form (a) Capstar agrees that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of it will take all of the Securities as described in the Transaction Documents action necessary in accordance with applicable law, the provisions of the law and its Certificate of Incorporation and Bylaws to convene a meeting of its stockholders (the rules "Capstar Stockholders Meeting") to submit this Agreement and regulations the Parent Amended and Restated Charter, together (subject to Section 5.5(b) below) with the affirmative recommendation of the Principal Market (such affirmative Capstar Special Committee and Capstar's Board of Directors, to Capstar's stockholders so that they may consider and vote upon the approval being referred to herein as of the "Capstar Stockholder Approval"), and the Company shall Proposals. Capstar will use its reasonable best efforts to solicit its stockholders' approval hold the Capstar Stockholders Meeting as soon as reasonable after the date hereof and, so long as the recommendation of such Resolutions and to cause the Capstar Special Committee or the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek Capstar has not been withdrawn or modified in accordance with Section 5.5(b), to obtain the Stockholder Approval favorable votes of its stockholders. Except as may otherwise be permitted by the Stockholder Meeting Deadline. If, despite the Company's reasonable best effortsSection 5.5(b) below, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions Capstar Special Committee and (ii) cause at least a majority of the Board of Directors of the Company to Capstar shall recommend to the its stockholders that they approve vote in favor of the ResolutionsCapstar Stockholder Proposals. As used hereinWithout limiting the generality of the foregoing, "Stockholder Meeting Deadline" means Capstar agrees that its obligations pursuant to the first two sentences of this Section 5.2(a) shall not be affected by (i) the date that is sixty commencement, public proposal, public disclosure or communication to Chancellor of any Acquisition Proposal (60as defined in Section 5.5(c) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and below) or (ii) the date that is thirty (30withdrawal or modification by Capstar Special Committee or the Board of Directors of Capstar of its approval or recommendation of the Capstar Stockholder Proposals in accordance with Section 5.5(b) days after below, except with respect to a withdrawal or modification of the Closing Date affirmative recommendation of the Capstar Special Committee or the Board of Directors of Capstar to Capstar stockholders at the Capstar Stockholders Meeting in accordance with Section 5.5(b) or in the event Capstar elects to terminate this Agreement in accordance with Section 8.1(b)(ix). (b) Chancellor agrees that it will take all action necessary in accordance with applicable law and its Certificate of Incorporation and Bylaws to convene a meeting of its stockholders (the Proxy Statement is not "Chancellor Stockholders Meeting") to submit this Agreement, together (subject to review by the SEC.proviso of the last sentence of this Section 5.2(b)) with the affirmative recommendation of the Chancellor Special Committee and

Stockholder Approval. (a) The Company shall file with use its Reasonable Best Efforts to obtain, immediately following the SEC execution and provide each delivery of this Agreement, the Requisite Stockholder Approval, either at a special meeting of stockholders or pursuant to a written stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken consent, all in accordance with the Resolutions and applicable requirements of the Stockholder Approval (each, as defined below)DGCL. In addition to the foregoing, if required by any governmental connection with such special meeting of stockholders or regulatory agencywritten stockholder consent, the Company shall provide each stockholder entitled to vote at its stockholders (promptly after the date hereof) the Disclosure Statement, which shall include (A) a special or annual meeting summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Holders, the escrow arrangements and the authority of the Holder Agent, and a statement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms), and (B) a statement that appraisal or dissenters’ rights are available for the Company Shares pursuant to Section 262 of the DGCL and a correct and complete copy of such Section 262. The Buyer agrees to reasonably cooperate with the Company in the preparation of the Disclosure Statement. The Company agrees not to distribute the Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by the Buyer (which approval may not be unreasonably withheld, conditioned or delayed). If the Requisite Stockholder Approval is obtained by means of a written consent, the Company shall send, pursuant to Sections 228 and 262(d) of the DGCL, a written notice to all stockholders of the Company that did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the stockholders of the Company and that appraisal rights are available for their Company Shares pursuant to Section 262 of the DGCL (which notice shall include a correct and complete copy of such Section 262), and shall promptly inform the Buyer of the date on which such notice was sent. The Company, acting through its Board of Directors, shall include in the Disclosure Statement the unanimous recommendation of its Board of Directors that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (b) Concurrently with the distribution of the Disclosure Statement, the Company shall submit to a stockholder vote the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) that could reasonably be characterized as “parachute payments” under Section 280G(b) of the Code, in a manner that satisfies the stockholder approval requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder (the "Stockholder Meeting"“280G Disclosure Statement”). Consistent with the requirements of Section 280G(b)(5)(B) and the Treasury Regulations, which such vote shall be called at establish the “disqualified individual’s” right to the payment, benefit or other compensation and the Company shall obtain any required waivers or consents from the disqualified individual prior to the Company's next annual meeting vote. In addition, the Company shall provide adequate disclosure to all stockholders of stockholdersall material facts concerning all payments that, but in no event later than for such vote, could reasonably be characterized as “parachute payments” to a “disqualified individual” under Section 280G of the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), Code in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions"manner that satisfies Section 280G(b)(5)(B)(ii) providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation Code and the rules and regulations of the Principal Market (such affirmative approval being Treasury Regulations promulgated thereunder. The vote set forth in this Section 4.3(b) is referred to herein as the "Stockholder Approval"), “280G Vote”. At least five (5) business days prior to soliciting the 280G Vote and the Company shall use its reasonable best efforts to solicit its stockholders' approval of providing such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meetingrequired disclosure, the Company shall cause an additional Stockholder Meeting submit to the Buyer and its counsel for its reasonable review and approval (which approval may not be held each calendar quarter thereafter until Stockholder Approval is obtainedunreasonably withheld, conditioned or delayed) all documentation related to the 280G Vote. In The Buyer and its counsel shall be provided copies of all documents executed by the Company Stockholders and disqualified individuals in connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC280G Vote.

Stockholder Approval. The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called at or prior to the Company's next annual meeting of stockholders, but in no event and held not later than March 31, 2025 (the “Stockholder Meeting Deadline (as defined belowDeadline”), a proxy statement (the "Proxy Statement")statement, in each case, in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLPBuyers, soliciting at the expense of the Company. The proxy statement, if any, shall solicit each such of the Company’s stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the approval of the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise set forth in the Certificate of Designations or Warrants, respectively) (such affirmative approval being referred to herein as the "“Stockholder Approval"”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to June 30, 2025. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held year thereafter until such Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the The Company shall (i) use its best efforts agrees not to solicit its stockholders' seek stockholder approval for issuances of the Resolutions and (ii) cause at least a majority of the Board of Directors any preferred stock or warrants of the Company to recommend outstanding prior to the stockholders that they approve date hereof without the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) prior consent of the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECRequired Holders.

Stockholder Approval. (a) The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special meeting or the next annual meeting of stockholders of the Company (as applicable, the "“Stockholder Meeting"”), which shall be called at or prior held as soon as reasonably possible following the mailing of the proxy statement to the Company's next annual meeting stockholders of stockholders, but the Company in no event later than respect thereof (the Stockholder Meeting Deadline (as defined below“Approval Proxy Statement”), a proxy statement (copy of the "Approval Proxy Statement"), in a form reasonably acceptable to at the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLPexpense of the Company, soliciting each such stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") a proposal providing for the issuance of all the maximum number of shares of Common Stock issuable upon conversion of the Securities as described Preferred Shares, in the Transaction Documents each case in accordance compliance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market Market, the Certificate of Incorporation of the Company, the Bylaws of the Company and applicable law (such affirmative approval being referred to herein as collectively, the "“Stockholder Approval"”). In connection with the Stockholder Meeting, and in no event later than February 15, 2019, the Company shall, in consultation with the Holders, prepare and file with the SEC, the preliminary Approval Proxy Statement and related proxy materials in compliance with Section 14 of the 1934 Act. As reasonably promptly as practicable after comments, if any, are received from the SEC thereon and after the furnishing by the Company and the Holders of all information required to be contained therein, the Company shall, in consultation with the Holders, prepare and the Company shall file any required amendments to the Approval Proxy Statement with the SEC. The Company shall notify the Holders reasonably promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Approval Proxy Statement or for additional information and shall consult with the Holders regarding, and supply the Holders with copies of, all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Approval Proxy Statement. Prior to filing or mailing the initial Approval Proxy Statement or any proposed amendment of or supplement to the Approval Proxy Statement, the Company shall provide the Holders a reasonable opportunity to review and comment on such document and shall incorporate therein any reasonable comments of the Holders thereto. The Company shall use its best efforts to have the Approval Proxy Statement cleared by the SEC and shall thereafter mail to the stockholders of the Company as reasonably promptly as possible the Approval Proxy Statement and all other proxy materials for the Stockholder Meeting. (b) The Company hereby covenants and agrees that (a) the Approval Proxy Statement will, when filed, comply as to form in all material respects with the applicable requirements of the 1934 Act and (b) none of the information included or incorporated by reference in the Approval Proxy Statement will, at the date it is first mailed to the stockholders of the Company or at the time of the Stockholder Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall take, in accordance with applicable law and its Certificate of Incorporation and Bylaws, all action reasonably necessary to convene the Stockholder Meeting no later than April 30, 2019 and to submit at the Stockholder Meeting for approval by the requisite vote of the stockholders of the Company the matters subject to Stockholder Approval. In connection with the Stockholder Meeting and any adjournment or postponement thereof, (i) the Board shall recommend that its stockholders vote in favor of all matters submitted thereto at such meeting and (ii) neither the Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to the Holders, such recommendation. The Company shall take all lawful action to solicit from the stockholders of the Company proxies in favor of the Stockholder Approval and take all other action reasonably necessary or advisable to secure the vote or consent of the stockholders that are required by the rules of Principal Market and applicable law, including, if necessary or appropriate or if requested by the Holders, adjourning the Stockholder Meeting to solicit additional proxies. The Company will enforce any and all voting agreements in respect of the matters subject to the Stockholder Meeting. (d) In the event the Company fails to receive the Stockholder Approval at the time such proposal is considered by the Company’s stockholders, the Company shall use its reasonable best efforts to solicit its stockholders' approval of seek such Resolutions and to cause the Board of Directors Stockholder Approval at a subsequent meeting of the Company Company’s stockholders as soon as reasonably practicable, but no later than 90 days following the meeting at which the Company’s stockholders failed to recommend to provide the stockholders that they approve the ResolutionsStockholder Approval. The Company shall be obligated continue to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite at meetings of the Company's reasonable best efforts, the ’s stockholders until such Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting with each new meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with as soon as reasonably practicable but no later than 90 days following the date of the prior meeting at which such proposal was considered by the Company’s stockholders' meeting contemplated by . (e) Notwithstanding Section 33 to the contrary, in no event shall the Company be required to publicly disclose any material, nonpublic information provided to the Holders pursuant to this Section 4(p)16 prior to such time, if ever, it is required to do so under applicable securities laws; provided, however, that the Company Company’s rights under this Section 16(e) shall (i) use its best efforts not serve to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders cure any facts or circumstances that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date would otherwise result in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECan Equity Conditions Failure.

Stockholder Approval. The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a the next special or annual meeting of stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called at or prior to the Company's next annual meeting of stockholders, but in no event and held not later than sixty-five (65) calendar days after the Closing Date (the “Stockholder Meeting Deadline (as defined belowDeadline”), a proxy statement (statement, substantially in the "Proxy Statement"), in a form reasonably acceptable to which has been previously reviewed by the Buyers after review by Sxxxxxx Rxxx and Xxxxxxx Xxxx & Zxxxx Xxxxx LLP, at the expense of the Company, soliciting each such stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation law and the rules and regulations of the Principal Market without giving effect to the Exchange Cap provisions set forth in the Notes and without giving effect to the Exercise Floor Price set forth in the Warrants (such affirmative approval being referred to herein as the "“Stockholder Approval"”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek use its reasonable best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter every three (3) months thereafter until such Stockholder Approval is obtained. In connection with obtained or the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECNotes are no longer outstanding.

Stockholder Approval. The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholder of the Company (the "“Stockholder Meeting"”), which shall be promptly called at or prior to the Company's next annual meeting of stockholders, but in no event and held not later than September 15, 2008 (the “Stockholder Meeting Deadline (as defined belowDeadline”), a proxy statement (statement, substantially in the "Proxy Statement"), in a form reasonably acceptable to which has been previously reviewed by the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLPand a counsel of their choice, at the expense of the Company not to exceed $10,000, soliciting each such stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "“Stockholder Approval"”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each twelve month period thereafter until such Stockholder Approval is obtained, provided that if the Board of Directors of the Company does not recommend to the stockholders that they approve the Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, or the Notes are no longer outstanding, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until such Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. The After the date of this Agreement and on or before the 45th day following the Public Announcement (the “Stockholder Meeting Deadline”), the Company shall, at its own expense, hold an annual or special meeting of stockholders (the “Stockholder Meeting”), the proxy statement for which shall file with solicit the SEC and provide each stockholder affirmative approval of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such Company’s stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the ’s issuance of all of the Milestone Securities as described (and shares of Common Stock issuable upon conversion or exercise thereof) at the Alternative Milestone Price (based on the formula set forth in the Transaction Documents definition of Alternative Milestone Price) to the extent the Milestone Price is the Alternative Milestone Price pursuant to the terms of this Agreement, in accordance with applicable law, the provisions of the Certificate of Incorporation law and the rules and regulations of the Principal Market Nasdaq Listing Rule 5635 (such affirmative approval being referred to herein as the "“Stockholder Approval"”), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions the Stockholder Approval and to cause the Board of Directors of the Company to recommend the Stockholder Approval to the Company’s stockholders that they approve entitled to vote at the ResolutionsStockholder Meeting. The Company shall be obligated to seek use its reasonable best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter every three (3) months thereafter until such Stockholder Approval is obtained. In connection with Notwithstanding anything to the stockholders' meeting contemplated by contrary contained in this Section 4(p)4.8, the Company shall (i) use its best efforts have no obligation to solicit its stockholders' approval of or obtain the Resolutions Stockholder Approval if the Milestone Price is determined to be the Initial Closing Price rather than the Alternative Milestone Price, and (ii) cause at least a majority of the Board of Directors of the Company shall have no obligation to recommend to solicit or obtain the stockholders that they approve the Resolutions. As used hereinStockholder Approval after March 31, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC2020.

Stockholder Approval. (i) The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which initially shall be promptly called at or prior to the Company's next annual meeting of stockholders, but in no event and held not later than seventy-five (75) calendar days following the Closing Date (the "Stockholder Meeting Deadline (as defined belowDeadline"), a proxy statement (statement, substantially in the "Proxy Statement"), in a form reasonably acceptable to which has been previously reviewed by the Buyers after review by Sxxxxxx Rxxx and Xxxxxxx Xxxx & Zxxxx LLPXxxxx LLP at the expense of the Company, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described increase in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market authorized Common Stock from 98,000,0000 shares to 300,000,000 shares (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such the Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each twelve month period thereafter until such Stockholder Approval is obtained, provided that if the Board of Directors of the Company does not recommend to the stockholders that they approve the Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, or the Notes are no longer outstanding, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until such Stockholder Approval is obtained. (ii) If the Common Stock is listed on an Eligible Market (as defined in the Registration Rights Agreement) other than the Principal Market (the "New Principal Market") and the issuance of the Conversion Shares, the Interest Shares and Warrant Shares as contemplated under the Transaction Documents would exceed that number of shares of Common Stock which the Company may issue without breaching the Company's obligations under the rules or regulations of the New Principal Market, then the Company shall obtain the approval of its stockholders as required by the applicable rules of the New Principal Market for issuances of the Conversion Shares and Warrant Shares in excess of such amount. In connection with the stockholders' meeting contemplated by this Section 4(p)At such time, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Additional Stockholder Meeting"), which shall be promptly called and held not later than 75 days after the earlier of (i) the New Principal Market indication of and (ii) the Company becoming aware of, any limitation imposed by the New Principal Market on the issuance of Conversion Shares, Interest Shares or Warrant Shares (the "Additional Stockholder Meeting Deadline"), a proxy statement, substantially in the form which has been previously reviewed by the Buyers and Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, soliciting each such stockholder's affirmative vote at the Additional Stockholder Meeting for approval of resolutions providing for the Company's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the New Principal Market and such affirmative approval being referred to herein as the "Additional Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of the Resolutions such resolutions and (ii) to cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions. The Company shall be obligated to use its reasonable best efforts to obtain the Resolutions. As used herein, "Additional Stockholder Approval by the Additional Stockholder Meeting Deadline" means (i) . If, despite the date that is sixty (60) days after Company's reasonable best efforts the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement Additional Stockholder Approval is not subject obtained on or prior to review by the SECAdditional Stockholder Meeting Deadline, the Company shall cause an additional Additional Stockholder Meeting to be held every three (3) months thereafter until such Additional Stockholder Approval is obtained or the Notes are no longer outstanding.

Stockholder Approval. The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called at or prior to the Company's next annual meeting of stockholders, but in no event and held not later than September 1, 2016 (the “Stockholder Meeting Deadline (as defined belowDeadline”), a proxy statement (the "Proxy Statement")statement, in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx and Xxxxxx Xxxx & Zxxxx Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not to exceed $10,000, soliciting each such stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the approval of the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred without regard to herein as any limitations on conversion or exercise set forth in the "Notes or Warrants, respectively) (the “Stockholder Approval"”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to December 31, 2016. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. As promptly as reasonably practicable following the Closing, and in any event no later than May 15, 2019, the Company shall prepare and file with the Commission a definitive proxy statement on Schedule 14A (as amended or supplemented from time to time, such definitive proxy statement, the “Proxy Statement”) and hold a meeting of its stockholders no later than June 18, 2019, at which meeting the Company will seek stockholder approval for, among other things, (a) an amendment to the Company’s Certificate of Incorporation to increase the total number of shares of (i) Preferred Stock authorized for issuance by the Company to not less than the amount required to permit the conversion of all the Notes and (ii) Common Stock authorized for issuance by the Company to not less than the amount required to permit the conversion of all the Preferred Stock (assuming conversion in full of all the Notes) (the “Charter Amendment”), (b) to the extent the issuance of the maximum number of Conversion Shares pursuant to the terms and conditions of the Transaction Documents would exceed the Nasdaq Cap, the issuance of such maximum number of Conversion Shares, and (c) the election of five (5) directors, including Xxxxxxxxx XxXxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxxxx (collectively, the “Proposals”). The Company shall file with cause the SEC and provide each stockholder of the Company with an information statement complying Proxy Statement to comply as to form in all material respects with the requirements of the 1934 Exchange Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations promulgated thereunder. Each of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), Company and the Company Investors shall use its reasonable best efforts to solicit its stockholders' approval respond as promptly as reasonably practicable to any comments of such Resolutions and the Commission with respect to cause the Proxy Statement. The Proxy Statement shall include a recommendation of the Board of Directors that the Company’s stockholders vote in favor of the Company to recommend to the stockholders that they approve the ResolutionsProposals. The Company shall be obligated promptly notify the Investors in writing upon the receipt of any comments from the Commission or its staff or any request from the Commission or its staff for amendments or supplements to seek any preliminary proxy statement filed prior to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event or on the Proxy Statement is not subject and shall promptly provide the Investors with a copy of all written correspondences between the Company or any representative of the Company, on the one hand, and the Commission or its staff, on the other hand, with respect to review by the SECsuch materials.

Stockholder Approval. The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a an annual or special or annual meeting of stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called at or prior to the Company's next annual meeting of stockholders, but in no event and held not later than July 31, 2020 (the “Stockholder Meeting Deadline (as defined belowDeadline”), a proxy statement (the "Proxy Statement")statement, in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx and Kxxxxx Xxxx & Zxxxx Wxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not exceed $5,000, soliciting each such stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for (x) the increase in the authorized shares of the Company from 100 million to 150 million (such approval, the “Share Increase Approval” and the date such Share Increase Approval is obtained, the “Share Increase Approval Date”) and (y) the issuance of all of the Securities (as described defined herein) and the Securities (as defined in the Transaction Documents 2019 Agreement) in accordance compliance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as collectively, with the "Share Increase Approval, the “Stockholder Approval"”, and the date the Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter on or prior to September 30, 2020. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held quarterly thereafter until such Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. The Company Cowen shall file with call a meeting of its stockholders (the SEC and provide each stockholder “Cowen Stockholder Meeting”) to be held as soon as reasonably practicable for the purpose of (i) obtaining the requisite affirmative vote of the Company with an information statement complying with the requirements holders of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder Cowen Common Stock entitled to vote at a special or annual meeting on the adoption of stockholders of this Agreement and in connection with the Company (the "Stockholder Meeting")Transactions, which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for including the issuance of all shares of New Parent Class A Common Stock (the “Cowen Stockholder Approval”), on substantially the terms and conditions set forth in this Agreement, and (ii) obtaining the requisite affirmative vote (the “New Parent Plan Approval”) of the Securities as described in holders of Cowen Common Stock entitled to vote on the Transaction Documents in accordance with applicable law, approval of an equity compensation plan for employees of New Parent and its subsidiaries (the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"“New Parent Plan”), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of cause such Resolutions and meeting to cause the occur as soon as reasonably practicable. The Board of Directors of Cowen shall use its reasonable best efforts to obtain from its stockholders (x) the Company Cowen Stockholder Approval, on substantially the terms and conditions set forth in this Agreement, required to recommend to consummate the stockholders that they issuance of New Parent Class A Common Stock and other transactions contemplated by this Agreement and approve the ResolutionsPlan, and shall recommend such approval except as is permitted by Section 7.10(c) hereto and (y) the New Parent Plan Approval. Cowen shall submit this Agreement to its stockholders at the Cowen Stockholder Meeting even if its Board of Directors shall have withdrawn, modified or qualified its recommendation. The Company shall Board of Directors of Cowen has adopted resolutions approving the Transactions and the issuance of New Parent Class A Common Stock, on substantially the terms and conditions set forth in this Agreement, and directing that the issuance of New Parent Class A Common Stock in the Transactions, on such terms and conditions, be obligated submitted to seek Xxxxx’x stockholders for their consideration. Notwithstanding the foregoing provisions of this Section 7.3, if on a date for which the Cowen Stockholder Meeting is scheduled, Cowen has not received proxies representing a sufficient number of shares of Cowen Common Stock to obtain the Cowen Stockholder Approval Approval, whether or not a quorum is present, Cowen may for the sole purpose of soliciting additional proxies elect to, or shall, if requested by the Stockholder Meeting Deadline. IfRamius, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its reasonable best efforts to solicit its stockholders' approval additional proxies for the sole purpose of obtaining the Cowen Stockholder Approval and, in connection therewith, shall make one or more successive adjournments of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Cowen Stockholder Meeting Deadline" means to a date specified by Cowen (iif Cowen is electing to solicit additional proxies) or by Ramius (if Ramius has requested that Cowen solicit additional proxies); provided that, in either case, the Cowen Stockholder Meeting shall not be adjourned to a date that is sixty more than ten (6010) days after the Closing Date in date for which the event the Proxy Statement is subject to review Cowen Stockholder Meeting was originally scheduled (excluding any adjournments or postponements required by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECapplicable Law).

Stockholder Approval. The Company shall file with either (x) if the SEC and provide each stockholder Company shall have obtained the prior written consent of the Company with an information statement complying with requisite stockholders (the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of “Stockholder Consent”) to obtain the Stockholder Approval (each, as defined below). In addition , inform the stockholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the foregoingsixtieth (60th) calendar day after the Closing Date (or, if required such filing is delayed by any governmental a court or regulatory agency, in no event later than ninety (90) calendar days after the Company shall Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "“Stockholder Meeting"”), which shall be promptly called at or prior to the Company's next annual meeting of stockholders, but in no event and held not later than the ninetieth (90th) calendar day after the Closing Date (the “Stockholder Meeting Deadline (as defined belowDeadline”), a proxy statement (the "Proxy Statement")statement, in each case, in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLPBuyers. The proxy statement, soliciting if any, shall solicit each such of the Company’s stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions (the "“Stockholder Resolutions"”) providing for the approval of the issuance of all of the Securities as described in the Transaction Documents in accordance compliance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such without regard to any limitations on conversion or exercise set forth in the Preferred Shares, respectively)(such affirmative approval being referred to herein as the "“Stockholder Approval"”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutionssuch resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's ’s reasonable best efforts, efforts the Stockholder Approval is not obtained at on or prior to the Stockholder MeetingMeeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each on or prior to the one hundred and sixtieth (160th) calendar quarter day after the Closing Date. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. In connection with Notwithstanding the stockholders' meeting contemplated by this Section 4(p)foregoing, the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "if such Stockholder Meeting Deadline" means (i) the date Deadline falls on a day that is sixty (60) days after not a Trading Day, then the Closing Date in Stockholder Meeting Deadline shall be the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECnext succeeding Trading Day.

Stockholder Approval. (a) The Company shall file with Board has adopted resolutions recommending to the SEC Company’s stockholders approval of this Agreement, the Merger and provide each stockholder any other matters required to be approved or adopted in order to effect the Merger and the other transactions contemplated hereby. (b) The Company Board will submit to its shareholders this Agreement, the Merger and any other matters required to be approved or adopted by such shareholders in order to carry out the intentions of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below)this Agreement. In addition to the foregoing, if required by any governmental or regulatory agencyfurtherance of that obligation, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting")will take, which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable lawlaw and its Constituent Documents, all action necessary to convene a meeting of its stockholders (including any adjournment or postponement, the provisions “Company Meeting”) as promptly as practicable to consider and vote upon approval of this Agreement, the Certificate of Incorporation Merger and the rules and regulations of the Principal Market (any such affirmative approval being referred to herein as the "Stockholder Approval"), other matters. The Company and the Company shall Board will use its reasonable best efforts to solicit obtain from its stockholders' approval stockholders a vote adopting and approving this Agreement, the Merger and any such other matters, including by recommending that its shareholders vote in favor of this Agreement, the Merger and any such Resolutions other matters. However, if the Company Board, after consultation with (and to cause based on the Board of Directors advice of) counsel, determines in good faith that, because of the receipt of an Acquisition Proposal that the Company Board concludes in good faith constitutes a Superior Proposal, it would be inconsistent with its fiduciary duties under applicable law to continue to recommend this Agreement and the Merger, then, in submitting this Agreement and the Merger to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting Board may submit such items without recommendation (although the resolutions adopting such items prior to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this date hereof, described in Section 4(p6.2(a), may not be rescinded or amended), in which event the Company shall (i) use Board may communicate the basis for its best efforts to solicit its stockholders' approval lack of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend recommendation to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject or an appropriate amendment or supplement thereto to review the extent required by law; provided that the SEC Company Board may not take any actions under this sentence until after giving Parent at least 10 business days to respond to such Acquisition Proposal (and (ii) after giving Parent notice of the date that is thirty (30) days after the Closing Date third party in the event Acquisition Proposal and the Proxy Statement is not subject latest material terms and conditions of the Acquisition Proposal) and then taking into account any amendment or modification to review this Agreement proposed by the SECParent.

Stockholder Approval. (a) The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that GFB Board has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to the Company's next annual meeting of stockholders, but in no event later than the Stockholder Meeting Deadline (as defined below), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company resolved to recommend to the stockholders GFB Shareholders that they adopt and approve this Agreement, and will submit to the ResolutionsGFB Shareholders this Agreement and any other matters required to be approved by the GFB Shareholders in order to carry out the intentions of this Agreement. The Company In furtherance of that obligation, GFB shall duly schedule, call and hold a meeting of the GFB Shareholders (the “GFB Shareholders Meeting”) as promptly as reasonably practicable following the date of this Agreement (but, subject to the completion of the review by the FDIC of the proxy statement contemplated by the second succeeding sentence, in any event within 60 days) for the purpose of obtaining the adoption and approval of the GFB Shareholders of this Agreement and the transactions contemplated hereby. Except as provided in this Section 6.3 or Section 6.4, GFB shall take all lawful action to solicit and obtain the approval and adoption of this Agreement and the transactions contemplated hereby by the GFB Shareholders, including by communicating to the GFB Shareholders the GFB Board’s recommendation that they adopt and approve this Agreement and the transactions contemplated hereby. In furtherance of the foregoing, GFB shall use its commercially reasonable efforts to cause a proxy statement to be mailed to the GFB Shareholders as soon as practicable, and, subject Section 6.3(b), to include the GFB Recommendation in the proxy statement. Nothing contained in this Agreement shall be obligated deemed to seek relieve GFB of its obligation to submit this Agreement to the GFB Shareholders to a vote. (b) If the GFB Board, after consultation with (and based on the advice of) outside counsel, determines in good faith that, because of the receipt by GFB of an Acquisition Proposal that the GFB Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of its fiduciary duties under applicable Law to continue to recommend this Agreement, then in submitting this Agreement to the GFB Shareholders, the GFB Board may submit this Agreement to the GFB Shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the GFB Board may communicate the basis for its lack of a recommendation to the GFB Shareholders in the proxy statement for the GFB Shareholders Meeting or an appropriate amendment or supplement thereto to the extent required by Law; provided that GFB may not take any actions under this sentence until after giving FCB at least five Business Days to respond to any such Acquisition Proposal or other circumstances giving rise to such particular proposed action (and after giving FCB notice of the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other circumstances) and then taking into account any amendment or modification to this Agreement proposed by FCB. In determining whether to change its recommendation, the GFB Board shall take into account any changes to the terms of this Agreement proposed by FCB and any other information provided by FCB in response to such notice. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3(b), including with respect to the notice periods referred to in this Section 6.3(b). (c) If on the date of the GFB Shareholders Meeting, GFB has not received proxies representing a sufficient number of shares of GFB Common Stock to obtain the Stockholder Approval requisite GFB shareholder approval, GFB shall adjourn the GFB Shareholders Meeting until such date as shall be mutually agreed upon by the Stockholder Meeting Deadline. IfFCB and GFB, despite the Company's reasonable best efforts, the Stockholder Approval is which date shall not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) less than five days nor more than 10 days after the Closing Date date of adjournment, and subject to the terms and conditions of this Agreement shall continue to use all commercially reasonable efforts to assist in the event solicitation of proxies from shareholders relating to the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SECGFB shareholder approval.

Stockholder Approval. (a) The Company shall file with the SEC and provide each stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or the annual meeting of stockholders of the Company (the "Stockholder Meeting")in 2023, which shall not be called at or prior to the Company's next annual meeting of stockholders, but in no event held later than June 1, 2023 (the “Stockholder Meeting Deadline (as defined belowMeeting”), 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"), in a form reasonably acceptable to the Buyers after review by Sxxxxxx Rxxx & Zxxxx LLP, ”) soliciting each such stockholder's ’s affirmative vote at the Stockholder Meeting for approval of resolutions approving the Company’s issuance of the Warrant Shares (the "Resolutions"“Stockholder Approval”) providing for the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Certificate of Incorporation and the rules and regulations of Nasdaq (or any other applicable Principal Trading Market), the Principal Market (such affirmative approval being referred to herein as Company’s certificate of incorporation and bylaws and the "Stockholder Approval")Delaware General Corporation Law, and the Company shall use its commercially reasonable best efforts to solicit its stockholders' ’ approval of such Resolutions resolutions (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions. (b) The Proxy Statement shall be in a form reasonably acceptable to the ResolutionsPurchasers and accordingly, the Company shall provide legal counsel to the Purchasers with reasonable opportunity to review and comment on the Proxy Statement. The Company shall be obligated keep the Purchasers apprised of the status of matters relating to seek to obtain the Proxy Statement and the Stockholder Approval by Meeting, including promptly furnishing the Purchasers and their counsel with copies of notices or other communications related to the Proxy Statement, the Stockholder Meeting Deadline. or the transactions contemplated hereby received by the Company from the Commission or Nasdaq. (c) If, despite the Company's reasonable ’s best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting a special stockholder meeting to be held each calendar quarter every three (3) months thereafter until such Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.

Stockholder Approval. The If required by Nasdaq rules, the Company shall file with the SEC and provide each stockholder of the Company with an information a proxy statement complying with the requirements of the 1934 Exchange Act and substantially in the form that has been previously reviewed and approved by the Buyers Investors and Sxxxxxx Rxxx Xxxxxx Xxxxx Xxxxxxxx & Zxxxx LLP Xxxxxxx LLP, at the expense of the Company, informing such stockholders of the actions taken in accordance with the Resolutions and of the Stockholder Approval (each, each as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called at or prior to as promptly as practicable after the Company's next annual meeting of stockholdersdate hereof, but in no event later than three (3) months from the Closing Date (the "Stockholder Meeting Deadline (as defined belowDeadline"), a proxy statement (the "Proxy Statement")statement, in a form reasonably acceptable to the Buyers Investors after review by Sxxxxxx Rxxx Xxxxxx Xxxxx Xxxxxxxx & Zxxxx LLPXxxxxxx LLP at the expense of the Company, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the issuance of all of the Securities as described in the Transaction Documents Shares in accordance with applicable law, the provisions of the Certificate of Incorporation law and the rules and regulations of the Principal Market Nasdaq (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each calendar quarter thereafter until Stockholder Approval is obtained. In connection with the stockholders' meeting contemplated by this Section 4(p), the Company shall (i) use its best efforts to solicit its stockholders' approval of the Resolutions and (ii) cause at least a majority of the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. As used herein, "Stockholder Meeting Deadline" means (i) the date that is sixty (60) days after the Closing Date in the event the Proxy Statement is subject to review by the SEC and (ii) the date that is thirty (30) days after the Closing Date in the event the Proxy Statement is not subject to review by the SEC.