Obtaining Stockholder Approval. The parties hereto acknowledge that approval by the Company’s stockholders is required pursuant to NASDAQ Listing Rule 5635 prior to the issuance of all the Private Placement Stock and the Warrant Shares as contemplated by this Agreement and upon an exercise of the Warrants, respectively (“Stockholder Approval”). The Company shall, as soon as reasonably practicable after the date hereof, prepare and file a preliminary proxy statement with the Commission in order to seek such Stockholder Approval. The Company agrees to use commercially reasonable efforts to respond to any comments received from the staff of the Commission concerning such preliminary proxy statement and then prepare and file a definitive proxy statement and call a meeting of stockholders and seek Stockholder Approval as soon as reasonably practicable thereafter. Each of the Purchasers individually hereby irrevocably agrees with the Company (and not with any other Purchaser) that, to the extent such Purchaser is a stockholder of the Company and is entitled to vote on the Stockholder Approval proposal, then such Purchaser shall vote all of such Purchaser’s Common Stock in favor of the Stockholder Approval proposal.
Obtaining Stockholder Approval. The Company agrees to commence procedures to seek, and use its best efforts to obtain, the Stockholder Approval as soon as practicable following the Execution Date in accordance with NASDAQ Marketplace Rule 5635 and Section 14 of the Securities Exchange Act of 1934, as amended. The Board of Directors shall recommend approval thereof by the Company’s stockholders.
