Common use of Stockholder Vote Clause in Contracts

Stockholder Vote. The Company covenants that it shall use commercially reasonable efforts to hold a special meeting of stockholders (which may also be at the annual meeting of stockholders) on or before July 31, 2024, with the recommendation of the Company’s Board of Directors that a proposal allowing for the (i) price adjustment provisions in the Warrants and (ii) issuance of the Warrants and the Warrant Shares issuable upon exercise thereof be approved pursuant to applicable NASDAQ Rules (the “NASDAQ 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 the NASDAQ Proposal. If the Company does not obtain the requisite stockholder approval for the NASDAQ Proposal (the “Stockholder Approval”) at the first meeting, the Company shall use commercially reasonable efforts to call a meeting every three (3) months thereafter to seek the Stockholder Approval until the earlier of the date the Stockholder Approval is obtained or the Warrants are no longer outstanding. From the date hereof until receipt of the required Stockholder Approval, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or any amendment or supplement thereto, other than the Prospectus Supplement or a Form S-8 registration statement for the Company’s benefit plan.

Stockholder Vote. The Company covenants that it shall use commercially reasonable efforts to hold a special meeting of stockholders (which may also be at the annual meeting of stockholders) on or before July December 31, 20242023, with the recommendation of the Company’s Board of Directors that (a) a proposal allowing for the (i) price adjustment provisions in the Warrants and (ii) issuance of the Warrants and the Warrant Shares issuable upon exercise thereof be approved pursuant to applicable NASDAQ Rules (the “NASDAQ Proposal”) and (b) a proposal to amend the Company's articles of incorporation to increase the authorized shares of Common Stock of the Company (the "Charter Proposal,” and together with the NASDAQ Proposal, the “Proposals”) 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 the NASDAQ ProposalProposals. If the Company does not obtain the requisite stockholder approval for each of the NASDAQ Proposal Proposals (the “Stockholder ApprovalApprovals”) at the first meeting, the Company shall use commercially reasonable efforts to call a meeting every three (3) six months thereafter to seek the Stockholder Approval Approvals until the earlier of the date the Stockholder Approval is Approvals are obtained or the Warrants are no longer outstanding. From the date hereof until receipt of the required Stockholder ApprovalApprovals, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or any amendment or supplement thereto, other than the Prospectus Supplement or a Form S-8 registration statement for the Company’s benefit plan.

Stockholder Vote. The (a) As soon as reasonably practicable, but in no event later than two (2) Business Days following the clearance of the Proxy Statement by the Commission, the Company covenants that it shall use commercially reasonable efforts (i) take all action necessary to duly call, give notice of, convene and hold a special meeting of stockholders the Stockholders Meeting, (which may also be at ii) to the annual meeting of stockholders) on or before July 31extent permitted by Law and subject to Section 4.9(c), 2024, with include in the Proxy Statement the recommendation of the Company’s Board of Directors that a proposal allowing for (x) the (i) price adjustment provisions Preferred Shares/Warrant Transactions are advisable and in the Warrants best interest of the Company and its stockholders and (iiy) issuance the stockholders of the Warrants and the Warrant Shares issuable upon exercise Company vote in favor thereof be approved pursuant to applicable NASDAQ Rules (the “NASDAQ ProposalRecommendation”) be approvedand (iii) use its reasonable best efforts to obtain the Stockholder Approval (including, and at the request of Gores, postponing or adjourning for up to twenty (20) Business Days the Stockholders’ Meeting to obtain a quorum or solicit additional proxies; provided that the Company shall solicit proxies from its stockholders not, except as required by Law, postpone or adjourn the Stockholders’ Meeting for any other reason without the prior consent of Gores). Notwithstanding any other provision hereof, except as permitted by Section 4.9(c) and the last sentence of this subsection (a), the Board shall not withdraw or adversely modify or change such Recommendation. Unless this Agreement is terminated 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 the NASDAQ Proposal. If the Company does not obtain the requisite stockholder approval for the NASDAQ Proposal (the “Stockholder Approval”) at the first meetingaccordance with Section 6.1 hereof, the Company shall use commercially reasonable efforts remain obligated to call convene and hold the Stockholders’ Meeting to consider the adoption of this Agreement and to take the other actions required by this paragraph regardless of whether the Recommendation shall have been withheld, withdrawn, modified or changed. Nothing contained in this Agreement shall prohibit the Board from withdrawing or making a meeting every three (3) months thereafter to seek change or modification of its Recommendation if, in the Stockholder Approval until the earlier good faith judgment of the date Board, after consultation with Company Counsel and a financial advisor of national recognized reputation, the Stockholder Approval is obtained failure to make such withdrawal, modification or the Warrants are no longer outstanding. From the date hereof until receipt of the required Stockholder Approval, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement change would be inconsistent with fiduciary duties to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or any amendment or supplement thereto, other than the Prospectus Supplement or a Form S-8 registration statement for the Company’s benefit planits stockholders under applicable Law.