Common use of Stockholder Meetings; Voting Clause in Contracts

Stockholder Meetings; Voting. Each Stockholder hereby agrees that from and after the date hereof and until this Agreement is terminated in accordance with Section 7, such Stockholder shall appear in person or by proxy at any meeting of the stockholders of the Company called for purposes that include the adoption of the Merger Agreement and the approval of the Merger and the transactions contemplated by the Merger Agreement or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger, the Merger Agreement or the transactions contemplated by the Merger Agreement is sought by the Company. Each Stockholder hereby agrees that from and after the date hereof and until this Agreement is terminated in accordance with Section 7, such Stockholder shall exercise all of his, her or its rights as a holder of securities of the Company to vote: (i) in favor of the adoption of the Merger Agreement and the approval of the Merger and the transactions contemplated by the Merger Agreement; (ii) against any proposal made in opposition to, or in competition with, adoption of the Merger Agreement and approval of the Merger and the transactions contemplated by the Merger Agreement; and (iii) against any other action that is intended, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the adoption of the Merger Agreement and approval of the Merger and the transactions contemplated by the Merger Agreement; at any meeting of the stockholders of the Company called for purposes that include the adoption of the Merger Agreement and the approval of the Merger and the transactions contemplated by the Merger Agreement or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger, the Merger Agreement or the transactions contemplated by the Merger Agreement is sought by the Company.

Stockholder Meetings; Voting. Each Stockholder hereby agrees that from and after the date hereof and until this Agreement is terminated in accordance with Section 7, such Stockholder shall appear in person or by proxy at any meeting of the stockholders of the Company called for purposes that include the adoption of the Merger Agreement purposes, and the approval of the Merger and the transactions contemplated by the Merger Agreement or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger, the Merger Contribution Agreement or the transactions contemplated by the Merger Contribution Agreement is sought by the Company and approved by the board of directors of the Company and recommended to the stockholders of the Company by the board of directors that include any of the following (i) the adoption of the Contribution Agreement and the transactions contemplated by the Contribution Agreement, or (ii) the approval of the number of shares or voting power that can be issued or granted by the Company to First Capital or its stockholders or Affiliates; provided, however, that if a proposal presented to the stockholders of the Company involves the approval of the issuance of the Company’s securities in connection with the contribution of the Mandatory Entity Interests or the Optional Entity Interests, then the board shall have approved and recommended this proposal to the stockholders of the Company by a vote of at least six board members in favor of the proposal. The Company shall notify the Stockholders of whether such requirement has been met. Each Stockholder hereby agrees that from and after the date hereof and until this Agreement is terminated in accordance with Section 7, such Stockholder shall exercise all of his, her or its rights as a holder of securities of the Company to votevote as follows to the extent that the following are approved by the board of directors of the Company and recommended to the stockholders of the Company: (i) in favor of the adoption of the Merger Contribution Agreement and the approval of the Merger and the transactions contemplated by the Merger Contribution Agreement; (ii) in favor of any proposal seeking approval for the issuance to the Contributor or its designees of common stock of the Company (or securities convertible into or exercisable for common stock of the Company) equal to 20 percent or more of the common stock or 20 percent or more of the voting power outstanding before the issuance, in order that (A) any shares of Series A Preferred Stock of the Company previously issued by the Company to the Contributor or its designees can be immediately converted into Common Stock of the Company, (B) the Warrant (as defined in the Contribution Agreement) can be fully exercised for Common Stock of the Company in accordance with its terms, and (iii) all shares of Common Stock of the Company issuable to the Contributor or its designees pursuant to the Contribution Agreement can be issued to the Contributor as provided therein , (iii) against any proposal made in opposition to, or in competition with, adoption of the Merger Agreement and approval of the Merger and the transactions contemplated by the Merger Agreementmatters set forth in (i) or (ii) above; and (iiiiv) against any other action that is intended, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the adoption of the Merger Contribution Agreement and approval of the Merger and the transactions contemplated by the Merger Contribution Agreement; at any meeting of the stockholders of the Company called for purposes that include Company. Notwithstanding the adoption foregoing, if a proposal presented to the stockholders of the Merger Agreement and Company involves the approval of the Merger issuance of the Company’s securities in connection with the contribution of the Mandatory Entity Interests or the Optional Entity Interests, then the board shall have approved and recommended this proposal to the stockholders of the Company by a vote of at least six board members in favor of the proposal. The Company shall notify the Stockholders of whether such requirement has been met. It is the intention of this paragraph that each Stockholder shall be obligated to vote in accordance with the above regardless of the particular wording of any proposal put forth to the stockholders of the Company, in a manner consistent with the purpose of authorizing the Contribution Agreement and the transactions issuance to the Contributor or its designees of shares of Common Stock of the Company having the maximum voting power as is contemplated by the Merger Agreement or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger, the Merger Agreement or the transactions contemplated by the Merger Agreement is sought by the CompanyContribution Agreement.

Stockholder Meetings; Voting. Each Stockholder Securityholder hereby agrees that from and after the date hereof and until this Agreement is terminated in accordance with Section 78, such Stockholder shall appear in person or by proxy at any meeting of the stockholders of the Company called for purposes that include the adoption of the Merger Agreement and the approval of the Merger and the transactions contemplated by the Merger Agreement or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger, the Merger Agreement or the transactions contemplated by the Merger Agreement is sought by the Company. Each Stockholder hereby agrees that from and after the date hereof and until this Agreement is terminated in accordance with Section 7, such Stockholder Securityholder shall exercise all of his, her or its rights as a holder of securities of the Company to votevote as follows to the extent that the following are approved by the board of directors of the Company and recommended to the stockholders of the Company: (i) in favor of the adoption of the Merger Securities Purchase Agreement and the approval of the Merger and the transactions contemplated by the Merger Securities Purchase Agreement; (ii) in favor of any proposal seeking approval for the issuance to the Sellers or their designees of Common Stock (or securities convertible into or exercisable for Common Stock) equal to 20% or more of the Company’s issued and outstanding Common Stock or 20% or more of the voting power outstanding before the issuance, in order that any shares of Preferred Stock issued by the Company to the Sellers or their designees under the Securities Purchase Agreement can be immediately converted into Common Stock (the “20% Proposal”); (iii) against any proposal made in opposition to, or in competition with, adoption of the Merger Agreement and approval of the Merger and the transactions contemplated by the Merger Agreementmatters set forth in (i) or (ii) above; and (iiiiv) against any other action that is intended, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the adoption of the Merger Agreement and Securities Purchase Agreement, the approval of the Merger and the transactions contemplated by the Merger Securities Purchase Agreement; , or the approval of the 20% Proposal at any meeting of the stockholders of the Company called for purposes Company. It is the intention of this paragraph that include each Securityholder shall be obligated to vote in accordance with the adoption above regardless of the Merger particular wording of any proposal put forth to the stockholders of the Company, in a manner consistent with the purpose of authorizing the Securities Purchase Agreement and the approval issuance to the Sellers or their designees of shares of Common Stock of the Merger and Company having the transactions maximum voting power as is contemplated by the Merger Agreement or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger, the Merger Agreement or the transactions contemplated by the Merger Agreement is sought by the CompanySecurities Purchase Agreement.

Stockholder Meetings; Voting. Each The Stockholder hereby agrees that from and after the date hereof and until this Agreement is terminated in accordance with Section 75, such the Stockholder shall appear in person or by proxy at any meeting of the stockholders of the Company called for purposes that include the approval and adoption of the Merger Purchase Agreement and the approval consummation of the Merger and the transactions contemplated by thereby (the Merger Agreement “Contemplated Transactions”) or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger, Purchase Agreement and the Merger Agreement or the transactions contemplated by the Merger Agreement Contemplated Transactions is sought by the Company. Each The Stockholder hereby agrees that from and after the date hereof and until this Agreement is terminated in accordance with Section 75, such the Stockholder shall exercise all of his, her or its rights as a holder of securities of the Company to vote: (i) in favor of the approval and adoption of the Merger Purchase Agreement and the approval of the Merger and the transactions contemplated by the Merger AgreementContemplated Transactions; (ii) against any proposal made in opposition to, or in competition with, approval and/or adoption of the Merger Purchase Agreement and approval of the Merger and the transactions contemplated by the Merger AgreementContemplated Transactions; and (iii) against any other action that is intended, or would reasonably be expected to, materially impede, interfere with, delay, postpone, discourage or adversely affect the approval and adoption of the Merger Purchase Agreement and approval of the Merger and the transactions contemplated by the Merger AgreementContemplated Transactions; at any meeting of the stockholders of the Company called for purposes that include the approval and/or adoption of the Merger Purchase Agreement and and/or the approval of the Merger and the transactions contemplated by the Merger Agreement Contemplated Transactions or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger, the Merger Purchase Agreement or the transactions contemplated by the Merger Agreement Contemplated Transactions is sought by the Company. Notwithstanding the foregoing, the Stockholder shall remain free to vote (or execute consents or proxies with respect to) the securities of the Company with respect to any matter not covered by this Section 1 in any manner it deems appropriate.