Common use of Voting of Preferred Stock Clause in Contracts

Voting of Preferred Stock. a. The Purchaser shall (i) vote, and shall cause its Affiliates to vote, all shares of Series A Stock owned by such Purchaser or its Affiliates, as applicable, in favor of any resolution presented to the shareholders of the Company for the purpose of obtaining the Stockholder Approval, and (ii) promptly upon request by the Company, grant the Company (or its designee) an irrevocable proxy, in form and substance reasonably satisfactory to such Purchaser, to vote all shares of Series A Stock in accordance with clause (i) above, in each case, in accordance with the provisions of the Series A Certificate of Designations. b. The Purchaser shall also (i) vote, and shall cause its Affiliates to vote, all shares of Series B Stock owned by such Purchaser or its Affiliates, as applicable, on any resolution presented to the stockholders of the Company for purposes of obtaining the Stockholder Approval and agrees that such shares of Series B Stock shall automatically and without further action of the Purchaser be voted in a manner that “mirrors” the proportions on which the shares of Common Stock (excluding any shares of Common Stock that are not voted) and Series A Stock are voted on the Authorized Share Increase Amendment, as set forth in the Series B Certificate of Designation; and (ii) promptly upon request by the Company, grant the Company (or its designee) an irrevocable proxy to vote all shares of Series B Stock in accordance with clause (i) above. For the avoidance of doubt, and for illustrative purposes only, if 30% of the aggregate votes cast by Common Stock and Series A Stock voting in connection with the Authorized Share Increase Amendment are voted against such resolutions and 70% of the aggregate votes cast by Common Stock and Series A Stock voting in connection with the Authorized Share Increase Amendment are voted in favor thereof, then 30% of the votes cast by the shares of Series B Stock voting in connection with the Authorized Share Increase Amendment shall vote against the approval of the Authorized Share Increase Amendment and 70% of such votes shall be cast in favor of such Authorized Share Increase Amendment, in each case, in accordance with the provisions of the Series B Certificate of Designations.

Voting of Preferred Stock. a. (a) The Purchaser shall (i) vote, and shall cause its Affiliates covenants to vote, all shares of Series A Stock owned by such Purchaser or its Affiliates, as applicable, in favor of any resolution presented to the shareholders of the Company for the purpose of obtaining the Stockholder Approval, and (ii) promptly upon request by the Company, grant the Company (or its designee) an irrevocable proxy, in form and substance reasonably satisfactory to such Purchaser, to vote all shares of Series A Stock in accordance with clause (i) above, in each case, in accordance with the provisions of the Series A Certificate of Designations. b. The Purchaser shall also (i) vote, and shall cause its Affiliates to vote, all shares of Series B Preferred Stock owned by such the Purchaser or its Affiliates, as applicable, on in respect of any resolution presented to the stockholders of the Company for the purpose of approving the Amendment or approving an adjournment of any meeting of the Company’s stockholders called to vote on the Amendment (an “Adjournment Proposal”), in each case by no later than August 1, 2022. (b) The Purchaser covenants to vote, and shall cause its Affiliates to vote, the shares of Series C Preferred Stock on any proposal presented to the stockholders of the Company for purposes of obtaining approving the Stockholder Approval Amendment or the Adjournment Proposal and agrees that such shares of Series B Stock shall C Preferred Stock, shall, to the extent voted in favor of the proposals, be automatically and without further action of the Purchaser be voted in a manner that “mirrors” the same proportions on which the as shares of Common Stock (excluding any shares of Common Stock that are not voted), Series B Preferred Stock and any other issued and outstanding shares of preferred stock of the Company (other than the Preferred Stock or shares of such preferred stock not voted) and Series A Stock are voted on the Authorized Share Increase AmendmentAmendment and the Adjournment Proposal, as set forth in the Series B Certificate of Designation; and (ii) promptly upon request each case by the Companyno later than August 1, grant the Company (or its designee) an irrevocable proxy to vote all shares of Series B Stock in accordance with clause (i) above2022. For the avoidance of doubt, and for illustrative purposes only, if 30% of the aggregate votes cast by Common Stock, Series B Preferred Stock and Series A Stock voting other preferred stock, if any, in connection with the Authorized Share Increase Amendment are voted against such resolutions proposal and 70% of the aggregate votes cast by Common Stock, Series B Preferred Stock and Series A Stock other preferred stock, if any, voting in connection with the Authorized Share Increase Amendment are voted in favor thereof, then 30% of the votes cast by the shares of Series B C Preferred Stock (assuming all votes made in favor of the proposal) voting in connection with the Authorized Share Increase Amendment shall vote against the approval of the Authorized Share Increase Amendment and 70% of such votes shall be cast in favor of such Authorized Share Increase the Amendment, in each case, in accordance with the provisions of the Series B Certificate of Designations.

Voting of Preferred Stock. a. (a) The Purchaser shall (i) vote, and shall cause its Affiliates to vote, all shares of Series A E Preferred Stock and Series F Preferred Stock owned by such Purchaser or its Affiliates, as applicable, in favor of on any resolution presented to the shareholders stockholders of the Company for the purpose of obtaining the Stockholder ApprovalApproval of the Reverse Stock Split, and (ii) promptly upon request by the Company, grant the Company (or its designee) an irrevocable proxy, in form and substance reasonably satisfactory to such Purchaser, to vote all shares of Series A E Preferred Stock and Series F Preferred Stock in accordance with clause (i) above, in each case, in accordance with the provisions of the Series A E Certificate of Designations or the Series F Certificate of Designations, as applicable. b. (b) The Purchaser shall also (i) vote, and shall cause its Affiliates to vote, all shares of Series B E Preferred Stock and Series F Preferred Stock owned by such Purchaser or its Affiliates, as applicable, on any resolution presented to the stockholders of the Company for purposes of obtaining the Stockholder Approval of the Reverse Stock Split and agrees that such shares of Series B E Preferred Stock and Series F Preferred Stock shall automatically and without further action of the Purchaser be voted in a manner that “mirrors” the proportions on which the shares of Common Stock (excluding any shares of Common Stock that are not voted) and Series A B Convertible Preferred Stock (the “Series B Preferred Stock”) are voted on the Authorized Share Increase Reverse Stock Split Amendment, as set forth in the Series B E Certificate of DesignationDesignations or the Series F Certificate of Designations, as applicable; and (ii) promptly upon request by the Company, grant the Company (or its designee) an irrevocable proxy to vote all shares of Series B E Preferred Stock and Series F Preferred Stock in accordance with clause (i) above. For the avoidance of doubt, and for illustrative purposes only, if 30% of the aggregate votes cast by Common Stock and Series A B Preferred Stock voting in connection with the Authorized Share Increase Reverse Stock Split Amendment are voted against such resolutions and 70% of the aggregate votes cast by Common Stock and Series A B Preferred Stock voting in connection with the Authorized Share Increase Reverse Stock Split Amendment are voted in favor thereof, then 30% of the votes cast by the shares of Series B E Preferred Stock and Series F Preferred Stock voting in connection with the Authorized Share Increase Reverse Stock Split Amendment shall vote against the approval of the Authorized Share Increase Reverse Stock Split Amendment and 70% of such votes shall be cast in favor of such Authorized Share Increase Reverse Stock Split Amendment, in each case, in accordance with the provisions of the Series B E Certificate of Designations or the Series F Certificate of Designations, as applicable.

Voting of Preferred Stock. a. From the date hereof up to and including the receipt of Stockholder Approval, the Purchaser covenants that the Purchaser will not convert any shares of Series C Stock and the Purchaser will not transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)) any shares of Preferred Stock. b. The Purchaser shall (i) covenants to vote, and shall cause its Affiliates to vote, all shares of Series A C Stock owned by such the Purchaser or its Affiliates, as applicable, in favor respect of any resolution presented to the shareholders stockholders of the Company for the purpose of obtaining the Stockholder Shareholder Approval. For clarity, and (ii) promptly upon request by the Company, grant the Company (or its designee) an irrevocable proxy, in form and substance reasonably satisfactory to such Purchaser, ’s agreement to vote all its shares of Series A C Stock in accordance with clause (i) abovethe foregoing sentence, in each casedoes not require the Purchaser to vote such shares for or against any other proposal or proposals, in accordance with whether or not such other proposal or proposals are recommended by the provisions Board of the Series A Certificate of DesignationsDirectors. b. c. The Purchaser shall also (i) covenants to vote, and shall cause its Affiliates to vote, all the shares of Series B D Stock owned by such Purchaser or its Affiliates, as applicable, on any resolution proposal presented to the stockholders of the Company for purposes of obtaining the Stockholder Approval and agrees that such shares of Series B Stock shall D Stock, shall, to the extent voted in favor of the proposal, be automatically and without further action of the Purchaser be voted in a manner that “mirrors” the same proportions on which the (either for or against such proposal) as shares of Common Stock (excluding any shares of Common Stock that are not voted), Series C Stock and any other issued and outstanding shares of preferred stock of the Company having the right to vote with respect thereto (other than the Preferred Stock or shares of such preferred stock not voted) and Series A Stock are voted on any proposal to adopt and approve the Authorized Share Increase Reverse Stock Split Amendment, as set forth in the Series B Certificate of Designation; and (ii) promptly upon request by the Company, grant the Company (or its designee) an irrevocable proxy to vote all shares of Series B Stock in accordance with clause (i) above. For the avoidance of doubt, and for illustrative purposes only, if 30% of the aggregate votes cast by Common Stock, Series C Stock and Series A Stock voting other preferred stock, if any, in connection with the Authorized Share Increase Reverse Stock Split Amendment are voted against such resolutions proposal and 70% of the aggregate votes cast by Common Stock, Series C Stock and Series A Stock other preferred stock, if any, voting in connection with the Authorized Share Increase Reverse Stock Split Amendment are voted in favor thereof, then 30% of the votes cast by the holders of shares of Series B D Stock voting in connection with proposal to adopt and approve the Authorized Share Increase Reverse Stock Split Amendment shall vote be counted as votes cast against the approval of proposal to adopt and approve the Authorized Share Increase Reverse Stock Split Amendment and 70% of such votes shall be counted as votes cast in favor of such Authorized Share Increase AmendmentReverse Stock Split Amendment proposal. For clarity, in each case, the Purchaser’s agreement to vote its shares of Series D Stock in accordance with the provisions first sentence of this Section 1.c, does not require the Series B Certificate Purchaser 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 DesignationsDirectors.

Voting of Preferred Stock. a. The (a) Each Purchaser shall (i) covenants to vote, and shall cause its Affiliates to vote, all shares of Series A Preferred Stock owned by such Purchaser or its Affiliates, as applicable, in favor respect of any resolution presented to the shareholders stockholders of the Company for the purpose of obtaining the Stockholder Approval, and (ii) promptly upon request by the Company, grant the Company (or its designee) an irrevocable proxy, in form and substance reasonably satisfactory to such Purchaser, to vote all shares of Series A Stock in accordance with clause (i) above, in each case, in accordance with the provisions of the Series A Certificate of DesignationsAmendment. b. The (b) Each Purchaser shall also (i) covenants to vote, and shall cause its Affiliates to vote, all the shares of Series B Preferred Stock owned by such Purchaser or its Affiliates, as applicable, on any resolution presented to the stockholders of the Company for purposes of obtaining the Stockholder Approval Amendment and agrees that such shares of Series B Stock shall Preferred Stock, shall, to the extent voted in favor of the proposal, be automatically and without further action of the Purchaser be Purchasers voted in a manner that “mirrors” the same proportions on which the as shares of Common Stock (excluding any shares of Common Stock that are not voted) and ), Series A Preferred Stock and any other issued and outstanding shares of preferred stock of the Company (other than the Preferred Stock or shares of such preferred stock not voted) are voted on the Authorized Share Increase Amendment, as set forth in the Series B Certificate of Designation; and (ii) promptly upon request by the Company, grant the Company (or its designee) an irrevocable proxy to vote all shares of Series B Stock in accordance with clause (i) above. For the avoidance of doubt, and for illustrative purposes only, if 30% of the aggregate votes cast by Common Stock, Series A Preferred Stock and Series A Stock voting other preferred stock, if any, in connection with the Authorized Share Increase Amendment are voted against such resolutions and 70% of the aggregate votes cast by Common Stock, Series A Preferred Stock and Series A Stock other preferred stock, if any, voting in connection with the Authorized Share Increase Amendment are voted in favor thereof, then 30% of the votes cast by the shares of Series B Preferred Stock (assuming all votes made in favor of the proposal) voting in connection with the Authorized Share Increase Amendment shall vote against the approval of the Authorized Share Increase Amendment and 70% of such votes shall be cast in favor of such Authorized Share Increase Amendment, in each case, in accordance with the provisions of the Series B Certificate of Designations.