Common use of Shareholder Approval Clause in Contracts

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding.

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants Note (or any other securities that may be issued under or in connection with the Transaction Documents this Agreement or the transactions contemplated hereby and therebyhereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules of The Nasdaq Capital Market or any shareholder approval requirement of the Company’s principal Trading Market Nasdaq (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are Note is no longer outstanding.

Shareholder Approval. If it In the event the Company is required in order to permit the conversion of the Notes or the exercise of the Warrants (or prohibited from issuing any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market pursuant to Section 3.12(a) above (the an “Shareholder ApprovalExchange Cap Share Failure”), then the Company shall, as soon as practicable after the date of occurrence of such Exchange Cap Share Failure, but in no event later than ninety (90) days thereafter, the Company shall (i) hold a special meeting of shareholders (which may also be at its stockholders to seek the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval. In connection with such meeting and any subsequent stockholder meetings, the Company shall provide each stockholder with a proxy statement in compliance with applicable Securities and Exchange Commission (the recommendation “SEC”) rules and regulations and shall use commercially reasonable efforts to solicit the approval of its stockholders of the Shareholder Approval and to cause its Board of Directors to recommend to the stockholders that they approve such proposal. If, despite the Company’s Board of Directors that such proposal be approvedefforts, and the Company shall solicit proxies from its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval is not obtained at the first special stockholder meeting, the Company shall call a cause an additional stockholder meeting every three months to be held semi-annually thereafter to seek Shareholder Approval until the earlier of (i) the date such Shareholder Approval is obtained or and (ii) the date on which none of the Notes are outstanding. For the avoidance of doubt, if the Company is required to and fails to obtain Shareholder Approval, the Exchange Cap shall be applicable for all purposes of this Agreement and the Warrants are no longer outstandingtransactions contemplated hereby at all times during the term of this Agreement. For purposes of this Agreement, “Shareholder Approval” means such approval as may be required by the applicable rules and regulations of the Principal Trading Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Loan Documents, including (a) the issuance of all of the Conversion Shares or Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date and (b) any subsequent issuance(s) of the Shares of Conversion Shares in excess of 19.99% of the issued and outstanding Common Stock as a consequence of any corporate action including the implementation of a reverse stock split.

Shareholder Approval. If it is required in order The Company shall provide each shareholder entitled to permit the conversion vote at a special or annual meeting of shareholders of the Notes or Company (the exercise "Shareholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than August 24, 2009 (the "Shareholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Buyers meeting the requirements of the Warrants laws of the British Virgin Islands after review by Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, not to exceed $7,500, soliciting each such shareholder's affirmative vote at the Shareholder Meeting for approval of resolutions (or any other securities that may be issued under or the "Resolutions") providing for the issuance of all of the Securities as described in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement law, the provisions of the Company’s principal Trading Articles of Association and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “"Shareholder Approval”)" and the date such approval is obtained, the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining "Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approvedApproval Date"), and the Company shall use its reasonable best efforts to solicit proxies from its shareholders 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 shareholders' approval of such proposal Resolutions and (ii) file a definitive proxy statement (to cause the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations Board of Directors of the Company under clauses (i) and (ii) are subject to recommend to the Commission’s review of shareholders that they approve the Proxy Statement and the Resolutions. The Company shall not be deemed obligated to be in violation of this Section 4.17 if it responds seek to obtain the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Shareholder Approval is not obtained at the first special meetingShareholder Meeting, the Company shall call a meeting every three months cause an additional Shareholder Meeting to be held each calendar quarter thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or obtained, unless all of the Notes and the Warrants are no longer outstandinghave been put to Xx. Xx pursuant to the Put Agreements for the Lu Conversion Shares and the Lu Warrant Shares, respectively.

Shareholder Approval. If it Shareholder Approval is required in order to permit consummate the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with transactions contemplated by the Transaction Documents (a) the Company’s Board of Directors (including Xxx Xxxxxx and Xxxx Xxxxxxx) shall take all lawful action to (i) cause a special meeting of its shareholders (the “Company Shareholder Meeting”) to be duly called and held as soon as practicable after the date hereof for the purpose of voting on the approval and adoption of the Transaction Documents and (ii) solicit proxies from its shareholders to obtain the required vote for the approval and adoption of this Agreement and the other Transaction Documents and any action necessary or desirable to effectuate the transactions contemplated hereby herein and therebytherein and (b) issued pursuant to this Agreement into each of Xxx Xxxxxx and Xxxx Xxxxxxx shall vote all shares of Common Stock over which they have voting control in accordance with applicable listing rules or any shareholder approval requirement favor of the Company’s principal Trading Market (approval and adoption of the “Shareholder Approval”), Transaction Documents and any action necessary or desirable to effectuate the transactions contemplated herein and therein. The Board of Directors of the Company shall (i) hold a special meeting of recommend that the shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, Company adopt this Agreement and the Company shall solicit proxies from its shareholders in connection therewith in other Transaction Documents and thereby approve the same manner as all other management proposals in such proxy statement transactions contemplated hereby and all management-appointed proxyholders shall vote their proxies in favor of such proposal thereby and (ii) file a definitive proxy statement take all lawful action (including the “Proxy Statement”solicitation of proxies) in connection with the foregoing as soon as reasonably practicableto solicit such adoption; provided provided, however, that the obligations Board of Directors may, at any time prior to the time of the Company under clauses (i) and (ii) are subject Shareholder Meeting, withdraw, modify or change any such recommendation to the Commission’s review extent that the Board of the Proxy Statement and the Company shall Directors’ determines in good faith, after consultation with outside legal counsel, that such repurchase would not be deemed to be in violation of this Section 4.17 if it responds consistent with its fiduciary duties to the CommissionCompany’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingshareholders under applicable Law.

Shareholder Approval. If it is required in order The Company shall provide each shareholder entitled to permit the conversion vote at a special or annual meeting of shareholders of the Notes or Company (the exercise “Shareholder Meeting”), which shall be called and held not later than six months following the Closing Date (the “Shareholder Meeting Deadline”), a proxy statement, containing a shareholder vote solicitation section, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (the “Resolutions”) providing for the issuance of all of the Warrants (or any other securities that may be issued under or Securities as described in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing law and the rules or any shareholder approval requirement and regulations of the Company’s principal Trading Principal Market or if not required by the Principal Market, in accordance with NASDAQ Marketplace Rule 4350(i) (such affirmative approval being referred to herein as the “Shareholder Approval” and the date such approval is obtained, the “Shareholder Approval Date”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall use its reasonable best efforts to solicit proxies from its shareholders in connection therewith in shareholders’ approval of the same manner as all other management proposals in such proxy statement Resolutions and all management-appointed proxyholders shall vote their proxies in favor to cause the Board of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations Directors of the Company under clauses (i) and (ii) are subject to recommend to the Commission’s review of shareholders that they approve the Proxy Statement and the Resolutions. The Company shall not be deemed obligated to be in violation of this Section 4.17 if it responds seek to obtain the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s reasonable best efforts, the Shareholder Approval is not obtained at the first special meetingShareholder Meeting, the Company shall call a meeting every three months thereafter cause an additional Shareholder Meeting to seek Shareholder Approval until be held in the earlier fourth calendar quarter of 2007 and, if the date Shareholder Approval is not obtained or at such additional Shareholder Meeting, the Notes Company shall use its reasonable best efforts to solicit its shareholders’ approval of the Resolutions and to cause the Warrants are no longer outstandingBoard of Directors of the Company to recommend to the shareholders that they approve the Resolutions at each regularly scheduled annual shareholder meeting held by the Company thereafter until such Shareholder Approval is obtained.

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”), the The Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest practicable date after the date hereof, but in no event later than seventy-five (75) after the Closing Date (as soon as reasonably practicable defined in the Underwriting Agreement) (subject to postponement with the prior written consent of the Underwriter) for the purpose of obtaining Shareholder Approval, if required to effect the purpose thereof, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders 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 proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval, and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided howeverofficers, that the obligations of the Company under clauses (i) and (ii) are directors subject to the Commission’s review Lock-Up Agreement (as defined in the Underwriting Agreement) shall cast their proxies in favor of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely mannersuch proposal. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three (3) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of shareholders as aforesaid, obtain the written consent of a majority of its shareholders covering the Shareholder Approval so long as prior to seventy-five (75) days after the Closing Date, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Shareholder Approval shall have been filed with the Commission and delivered to shareholders of the Company.

Shareholder Approval. If it is required in order to permit the conversion Sagebrush, acting through its Board of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby Directors, and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”)law, the Company shall covenants and agrees with WSMP that: (i) it will duly call, give notice of, convene and hold a special meeting of its shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, considering and taking action upon this Agreement and the Company Merger as required by the NCBCA; (ii) unless it shall solicit proxies from its shareholders in connection therewith have made a Sagebrush Board Determination to the contrary, it will include in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall Joint Proxy Statement its recommendation that shareholders of Sagebrush vote their proxies in favor of such proposal this Agreement and the Merger; and (iiiii) file it will use its best efforts (A) to obtain and furnish the information required to be included by it in the Joint Proxy Statement (and any preliminary version thereof) and to cause the Joint Proxy Statement to be mailed to its shareholders at the earliest practicable time and, (B) unless it shall have made a definitive proxy statement Sagebrush Board Determination to the contrary, to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby, including the Merger. Each Sagebrush Shareholder, severally and not jointly, represents and warrants to WSMP and to Sub that such Person and his family and controlled corporations own the shares of Sagebrush Common Stock set forth opposite their names on the signature page of this Agreement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, it being understood that the obligations number set forth opposite Connor=s name includes certain shares of Sagebrush Common Stock owned by his spouse and other members of his family and a corporation of which he is the Company under clauses majority shareholder). The Sagebrush Shareholders severally covenant and agree with WSMP to cause all such shares of Sagebrush Common Stock to be voted in favor of approving this Agreement and the Merger at the meeting referred to in clause (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding6.1.

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”), the The Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably at the earliest practicable date after the date hereof, but in no event later than forty (40) days after the Closing Date for the purpose of obtaining Shareholder ApprovalApproval (as defined below), if required to effect the purpose thereof, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders 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 proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval, and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided howeverofficers, that the obligations of the Company under clauses (i) directors, and (ii) are shareholders subject to the Commission’s review Lock-Up Agreement shall cast their proxies in favor of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely mannersuch proposal. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three (3) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Common Warrants are no longer outstanding. Notwithstanding the foregoing, the Company may, in lieu of holding a special meeting of shareholders as aforesaid, obtain the written consent of a majority of its shareholders covering the Shareholder Approval so long as prior to thirty (30) days after the Closing Date, such written consents are obtained and in accordance with Exchange Act Rule 14c-2 at least twenty (20) days shall have transpired from the date on which a written information statement containing the information specified in Schedule 14C detailing such Shareholder Approval shall have been filed with the SEC and delivered to shareholders of the Company.

Shareholder Approval. If Solely in the event that the Company determines that it is required in order to permit the full conversion of the Notes or the exercise of the Warrants New Note (or any other securities that may be issued under or including in connection with the Transaction Documents payment of interest thereon) or the transactions contemplated hereby and thereby) full exercise of the Additional Warrants issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Principal Market (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable and in no event later than May 31, 2016, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely mannerproposal. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three (3) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the New Notes and the Warrants are no longer outstanding. Each Holder further agrees that it shall not be entitled to vote the shares of Common Stock of the Company issuable to it pursuant to the terms of this Agreement, including pursuant to the conversion of the New Note or exercise of any Additional Warrants, at any meeting of the Company’s stockholders convened to vote on a proposal to enable the Company to issue the Underlying Shares in excess of 15.1% of the issued and outstanding Common Stock of the Company.

Shareholder Approval. If it is required (a) The Company shall, prior to, or immediately following execution and delivery of this Agreement, but no later than the close of business on the date of execution of this Agreement, and in order accordance with the CGCL and its Articles of Incorporation and Bylaws, submit a written consent (the "Consent") to permit its shareholders to approve this Agreement, the conversion Escrow Agreement, the Merger and the other transactions contemplated hereby, including with such submission the unanimous recommendation of the Notes or Company's Board of Directors that the exercise of shareholders approve this Agreement, the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or Merger and the transactions contemplated hereby hereby, which recommendation the Company's Board of Directors shall not withdraw or modify except as set forth in Section 5.3(b) hereof, sufficient to comply with the CGCL to adopt and thereby) issued pursuant approve this Agreement, the Escrow Agreement and the Merger. The Company shall promptly, but in no event later than the close of business on the date of execution of this Agreement, obtain validly executed Consents from each of the shareholders executing a Voting Agreement, and the Company shall use commercially reasonable efforts and take all action necessary and advisable to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement obtain validly executed Consents from all of the Company’s principal Trading Market (the “Shareholder Approval”), the Company shall (i) hold a special meeting of 's remaining shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for following the purpose public announcement of obtaining Shareholder Approvalthe execution of this Agreement. The Company shall take all other commercially reasonable actions, with subject to the recommendation fiduciary obligations of the Company’s 's Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, to ensure that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Required Shareholder Approval is obtained or the Notes in accordance with all applicable laws and the Warrants are no longer outstandingCompany's Articles of Incorporation and Bylaws, including soliciting Consents from its shareholders.

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in In accordance with applicable listing rules or any shareholder approval requirement Seller’s articles of the Company’s principal Trading Market incorporation (the “Shareholder ApprovalArticles”)) and bylaws, the Company Seller shall (i) call and hold a special meeting of its shareholders (which may also be at the annual meeting of shareholders) as soon promptly as reasonably practicable for the purpose of obtaining Shareholder Approvalvoting upon the approval of this Agreement and the transactions contemplated hereby, and Seller shall use its best efforts to hold such shareholder meeting as promptly as practicable after the date on which the Proxy Statement is cleared by the SEC. As promptly as practicable after the date of this Agreement, Seller shall prepare and file with the recommendation of the Company’s Board of Directors that such proposal be approvedSEC, and shall use all commercially reasonable efforts to have cleared by the Company SEC, and promptly thereafter shall solicit proxies from its shareholders mail to Seller’s shareholders, a proxy statement meeting the requirements of Schedule 14A under the Exchange Act (including any preliminary versions thereof, any amendments thereto and any schedules required to be filed 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 and (iitherewith) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, meeting of Seller’s shareholders to consider this Agreement (the “Seller Shareholders’ Meeting”). Unless the Company and Seller terminate this Agreement pursuant to Section 9.1(c) or 9.1(f) or the Board of Directors of Seller otherwise determines that the obligations it may need to change or modify its recommendation of the Company under clauses (i) approval and (ii) are subject adoption of this Agreement and the transactions contemplated hereby to the CommissionCompany’s review shareholders in order to comply with its fiduciary obligations under applicable laws, Seller shall recommend approval and adoption of this Agreement and the transactions contemplated hereby by its stockholders and include in the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingsuch recommendation.

Shareholder Approval. If it Unless and until the applicable Alternative Condition (as defined below) is satisfied for a Shareholder Proposal (as defined below), the Company will use its reasonable efforts to (a) promptly (but not later than 60 days) following the Closing, prepare in proper form and file with the SEC a proxy statement on Schedule 14A ("Proxy Statement") for use in soliciting proxies for the approval by the shareholders of the Company of such Shareholder Proposal, (b) duly call, give notice of and convene a special meeting of its shareholders, as soon as practicable, but not later than 40 days after the Proxy Statement is cleared by the SEC, for purposes of obtaining shareholder approval of such Shareholder Proposal, and (c) have the Proxy Statement cleared by the SEC and to obtain such shareholder approval. The term "Shareholder Proposals" shall mean each of (i) a proposal to amend the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least 200 million shares, and (ii) a proposal to approve the issuance of the Conversion Shares upon conversion of the Series 3-A Preferred Stock and exercise of the Warrants. The "Alternative Condition" shall be satisfied with respect to a Shareholder Proposal if the Company has determined not to seek approval of such proposal and the Company has received an opinion of counsel, which has not been withdrawn, to the effect that (I) the approval that is not being sought is not required in order for the Company to permit issue shares of Common Stock upon the conversion of the Notes or Series 3-A Preferred Stock pursuant to Article VII of the Certificate of Designation and upon the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into the terms of the Warrants, (II) such shares of Common Stock in accordance with applicable listing Stock, upon issuance will be fully paid, validly issued and nonassessable, and (III) such issuance would not violate the rules or regulations of any shareholder approval requirement securities exchange or market on which any of the Company’s principal Trading Market (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) 's securities are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statementthen listed, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding.

Shareholder Approval. If it is required in order The Company shall provide each shareholder entitled to permit vote at the conversion next special or annual meeting of shareholders of the Notes or Company (the exercise "Shareholder Meeting"), which shall be promptly called and held not later than seventy-five (75) calendar days after the Closing Date (the "Shareholder Meeting Deadline"), a proxy statement, substantially in the form which has been previously reviewed by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP, at the expense of the Warrants (or any other securities that may be issued under or Company, soliciting each such shareholder's affirmative vote at the Shareholder Meeting for approval of resolutions providing for the Company's issuance of all of the Securities as described in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing law and the rules or any shareholder approval requirement and regulations of the Company’s principal Trading Principal Market without giving effect to the Exchange Cap provisions set forth in the Notes and without giving effect to the Exercise Floor Price as set forth in the Warrants 1 (such affirmative approvals being referred to herein as the “"Shareholder Approval”"), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall use its reasonable best efforts to solicit proxies from its shareholders 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 shareholders' approval of such proposal resolutions and (ii) file a definitive proxy statement (to cause the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations Board of Directors of the Company under clauses (i) and (ii) are subject to recommend to the Commission’s review of the Proxy Statement and the shareholders that they approve such resolutions. The Company shall be obligated to use its reasonable best efforts to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company's reasonable best efforts the Shareholder Approval is not be deemed to be in violation of this Section 4.17 if it responds obtained on or prior to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meetingMeeting Deadline, the Company shall call a meeting cause an additional Shareholder Meeting to be held every three (3) months thereafter to seek Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding.

Shareholder Approval. If it is required in order to permit The Company shall, at the conversion of earliest practicable date, hold the Notes or the exercise of the Warrants (or any other securities that may be issued under or in Shareholder Meeting. In connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of Shareholder Meeting, the Company’s principal Trading Market (the “Shareholder Approval”), the Company board of directors shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of recommend to the Company’s Board shareholders approval of Directors the Holding Company Merger; provided, however, that in the event of the receipt by the Company or any of its subsidiaries of an Acquisition Proposal and (x) the Company’s board of directors has concluded in good faith that such proposal be approvedAcquisition Proposal constitutes a Superior Proposal, (y) neither the Company nor any of its subsidiaries or any of the respective Affiliates, representatives, advisers or agents of the Company and its subsidiaries solicited, initiated or encouraged such Acquisition Proposal, and (z) the Company’s board of directors shall have determined in good faith, based upon the written advice of outside counsel reasonably acceptable to the Buyer, that continuing to recommend the Holding Company shall solicit proxies from Merger to the Company’s shareholders would violate the directors’ fiduciary duties under applicable Law, then in submitting the Holding Company Merger to the Company’s shareholders for a vote, the Company’s board of directors may submit the Holding Company Merger without recommendation, in which event the Company’s board of directors may communicate the basis for its lack of a recommendation to the Company’s shareholders 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 and Proxy Statement (ii) file a definitive proxy statement (or an appropriate amendment or supplement thereto, to the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicableextent required by Law); provided provided, further, however, that the obligations Company may not take any actions under this sentence until after giving the Buyer at least five Business Days notice to respond to such Acquisition Proposal (and after giving the Buyer at least five Business Days notice of the Company under clauses (ilatest Material terms and conditions comprising such Acquisition Proposal) and (ii) are subject then taking into account any amendment or modification to this Agreement proposed by the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingBuyer.

Shareholder Approval. If it is required (i) So long as any Securities remain outstanding, the Company shall use its reasonable best efforts, in order to permit accordance with the conversion applicable corporate law of the Notes or State of Michigan and the exercise Articles of Incorporation and Bylaws, to obtain the approval of the Warrants (or any other securities that may be issued under or in connection with shareholders of the Transaction Documents or Company to approve the transactions contemplated hereby Company’s issuance of all of the Securities and thereby) issued pursuant to this Agreement into shares of Common Stock Additional Financing Shares in accordance with applicable listing law and the applicable rules and regulations of the Principal Market or any shareholder approval requirement of other U.S. national or regional securities exchange on which the Company’s principal Trading Market Common Stock is listed (the “Proposal”), as soon as practicable after the Closing Date (the “Shareholder Approval”)) including: (A) duly calling, giving notice of, convening and holding a meeting of the shareholders of the Company shall (ithe “First Shareholders Meeting”) hold a special meeting to be held as promptly as reasonably practicable, and in any event not later than June 30, 2012, for the purpose of approving the Proposal; (B) using its reasonable best efforts to solicit from its shareholders proxies in favor of the approval of the Proposal and taking all other action reasonably necessary or advisable to secure the Shareholder Approval; and (which may also be C) if the Company does not obtain the Shareholder Approval at the annual First Shareholders Meeting, calling a shareholders meeting of shareholdersto be held no later than the date that is 9 months after the First Shareholders Meeting (the “Second Shareholders Meeting”) as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statementand, if any, in a timely manner. If the Company does not obtain the Shareholder Approval at the first special meetingSecond Shareholders Meeting, if any, submitting the Company shall call a Proposal for approval at each annual meeting every three months thereafter of the Company’s shareholders held thereafter, in each case to seek the Shareholder Approval Approval, until the earlier of date on which the date Shareholder Approval is obtained or (each of any such annual meeting, the Notes First Shareholders Meeting and the Warrants are no longer outstandingSecond Shareholders Meeting being referred to as, a “Shareholders Meeting”).

Shareholder Approval. If it is required in order The Company shall seek to permit obtain shareholder approval for the conversion Company's issuance of the Notes or warrants herein by either (i) obtaining the exercise written consent of the Warrants (or any other securities that may be issued under or in connection with holders of a majority of the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement common stock of the Company’s principal Trading Market ; (ii) by holding a meeting of the shareholders of the Company; or (iii) any other valid method of obtaining such shareholder approval (receipt of shareholder approval by any such methods shall be referred to as the “Shareholder Approval”), . If the Company shall (i) hold conduct a special shareholder meeting to obtain Shareholder Approval, then the Company shall provide each shareholder entitled to vote at such meeting of shareholders of the Company (the "Shareholder Meeting"), which may also shall be called and held no later than September 30, 2014 (the "Shareholder Meeting Deadline"), 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") soliciting each such shareholder's affirmative vote at the annual meeting Shareholder Meeting for approval of shareholders) as soon as reasonably practicable for resolutions approving the purpose of obtaining Shareholder Approval, with the recommendation Company's issuance of the warrants herein, in accordance with applicable law, the rules and regulations of the NASDAQ Stock Market, the Company’s Board of Directors that such proposal be approved's bylaws and the Delaware General Corporation Law, and the Company shall use its reasonable best efforts to solicit proxies from its shareholders 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 shareholders' approval of such proposal resolutions and (ii) file a definitive proxy statement (to cause the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations board of directors of the Company under clauses (i) and (ii) are subject to recommend to the Commission’s review of shareholders that they approve such resolutions. If, despite the Proxy Statement and Company's best efforts, Shareholder Approval is not obtained on or prior to the Shareholder Meeting Deadline, the Company shall cause an additional Shareholder Meeting to be held every three (3) months thereafter until such Shareholder Approval is obtained. If, despite the Company's best efforts, Shareholder Approval is not obtained on or prior to the date that is one year after the Shareholder Meeting Deadline, the Company shall not be deemed thereafter have any obligation to be in violation of this Section 4.17 if it responds continue to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not try to obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingsuch approval.

Shareholder Approval. If it is required in order to permit The Company shall file with the conversion SEC and provide each shareholder of the Notes or Company with an information statement complying with the exercise requirements of the Warrants (or any other securities Exchange Act and substantially in the form that may be issued under or in connection with has been previously reviewed and approved by Steelhead and Xxxxxxx Xxxx & Xxxxx LLP at the Transaction Documents or expense of the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares Company informing such shareholders of Common Stock the actions taken in accordance with applicable listing rules or any shareholder approval requirement the Resolutions and of the Company’s principal Trading Market Shareholder Approval. In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each shareholder entitled to vote at a special or annual meeting of shareholders of the Company (the “Shareholder ApprovalMeeting”), which initially shall be promptly called and held not later than (x) in the Company shall event the applicable proxy statement is not reviewed by the SEC, April 15, 2006 and (iy) hold otherwise, July 31, 2006 (the “Shareholder Meeting Deadline” and the actual date of such meeting, the “Shareholder Meeting Date”), a special meeting proxy statement, substantially in the form which has been previously reviewed and approved by the Buyers and one counsel of shareholders (which may also be their choice at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation expense of the Company, soliciting each such shareholder’s Board affirmative vote at the Shareholder Meeting for Shareholder Approval of Directors that the Resolutions (the date such proposal be approvedapproval is obtained, the “Shareholder Approval Date”), and the Company shall use its reasonable best efforts to solicit proxies from its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations shareholders’ approval of the Company under clauses (i) Resolutions and (ii) are subject to cause the Board to recommend to the Commission’s review of shareholders that they approve the Proxy Statement and the Resolutions. The Company shall be obligated to seek to obtain such Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s best efforts the Shareholder Approval is not be deemed to be in violation of this Section 4.17 if it responds obtained on or prior to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meetingMeeting Deadline, the Company shall call a meeting every three months cause an additional Shareholder Meeting to be held each calendar quarter thereafter (or such longer period as is necessary to seek Shareholder Approval the extent of SEC comments on any proxy statement) until the earlier of the date such Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingobtained.

Shareholder Approval. If it is required in order to permit The Company shall, at the conversion of earliest practicable date, hold the Notes or the exercise of the Warrants (or any other securities that may be issued under or in Shareholder Meeting. In connection with the Transaction Documents or Shareholder Meeting, the transactions contemplated hereby and thereby) issued pursuant Company's board of directors shall recommend to this Agreement into shares the Company's shareholders approval of Common Stock the Holding Company Merger; provided, however, that in accordance with applicable listing rules the event of the receipt by the Company or any shareholder approval requirement of its subsidiaries of an Acquisition Proposal and (x) the Company's board of directors has concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal, (y) neither the Company nor any of its subsidiaries or any of the respective Affiliates, representatives, advisers or agents of the Company and its subsidiaries solicited, initiated or encouraged such Acquisition Proposal, and (z) the Company’s principal Trading Market ('s board of directors shall have determined in good faith, based upon the “Shareholder Approval”)written advice of outside counsel reasonably acceptable to the Buyer, that continuing to recommend the Holding Company Merger to the Company's shareholders would violate the directors' fiduciary duties under applicable Law, then in submitting the Holding Company Merger to the Company's shareholders for a vote, the Company's board of directors may submit the Holding Company shall (i) hold a special meeting of shareholders (Merger without recommendation, in which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of event the Company’s Board 's board of Directors that such proposal be approved, and directors may communicate the Company shall solicit proxies from basis for its lack of a recommendation to the Company's shareholders 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 and Proxy Statement (ii) file a definitive proxy statement (or an appropriate amendment or supplement thereto, to the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicableextent required by Law); provided provided, further, however, that the obligations Company may not take any actions under this sentence until after giving the Buyer at least five Business Days notice to respond to such Acquisition Proposal (and after giving the Buyer at least five Business Days notice of the Company under clauses (ilatest Material terms and conditions comprising such Acquisition Proposal) and (ii) are subject then taking into account any amendment or modification to this Agreement proposed by the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingBuyer.

Shareholder Approval. If it is required (i) As promptly as practicable after the execution of this Agreement, the Company shall prepare and file with the SEC a registration statement on Form S-4 (the "Form S-4") in order to permit the conversion which will be included a preliminary proxy statement for stockholders of the Notes or the exercise of the Warrants (or any other securities that may be issued under or Company in connection with the Transaction Documents or solicitation of proxies to approve the transactions contemplated hereby and thereby) issued pursuant to by this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement together with any amendments thereof or supplements thereto, in each case, in the form or forms mailed to the Company's stockholders, being the "Proxy Statement"). Concurrently with the filing of the Proxy Statement, Acquiror and its respective affiliates (to the extent required by law) shall prepare and file with the SEC, together with the Company, a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all supplements and amendments thereto, the "Schedule 13E-3") with respect to the transactions contemplated by this Agreement. All filing fees required to be paid, and all management-appointed proxyholders printing, mailing and other costs of dissemination with respect to the Form S-4, Proxy Statement or Schedule 13E-3 shall vote their proxies be paid by the Company. The Acquiror shall furnish all information concerning them and the holders of its capital stock as the Company may reasonably request in favor connection with such actions. The Company shall use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The Company shall use its commercially reasonable efforts to take all steps necessary to cause the Schedule 13E-3 to be filed with the SEC and to be disseminated to the holders of such proposal Shares, in each case, as and (ii) file a definitive proxy statement (to the “Proxy Statement”) extent required by applicable federal securities laws. The Company shall take any action required to be taken under any applicable state securities laws in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations registration and qualification of the Company under clauses (i) and (ii) are subject to the Commission’s review Shares of the Proxy Statement and the Company shall not be deemed Capital Stock to be issued in violation of this Section 4.17 if it responds to connection with the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingMerger.

Shareholder Approval. If Solely in the event that the Company determines that it is required in order to permit the conversion of the Notes or the full exercise of the Additional Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Principal Market (the “"Shareholder Approval”"), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable and in no event later than May 31, 2016, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s 's Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely mannerproposal. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three (3) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the New Notes and the Warrants are no longer outstanding. Each Holder further agrees that it shall not be entitled to vote the shares of Common Stock of the Company issuable to it pursuant to the terms of this Agreement, including pursuant to the exercise of any Additional Warrants, at any meeting of the Company's stockholders convened to vote on a proposal to enable the Company to issue the Underlying Shares in excess of 15.1% of the issued and outstanding Common Stock of the Company.

Shareholder Approval. If it is required in order to permit the conversion Each of the Notes or parties hereto shall take any and all actions reasonably required immediately following the exercise execution of this Agreement to prepare and file with the SEC a proxy statement (the "Proxy Statement"), to obtain at a NetLive shareholders' meeting the required consent of NetLive shareholders in accordance with the Act, the Exchange Act and applicable Delaware law for (i) the Transactions on the terms and conditions set forth herein; (ii) the Reverse Split of each of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into outstanding shares of Common Stock and options and warrants so that immediately following such Reverse Split (or on a date certain following such approval), NetLive will have 1,000,000 shares issued and outstanding, (iii) a name change of NetLive to "Xxxxx Industries, Inc."; (iv) an amendment to the NetLive 1996 Stock Option Plan (the "Plan") to reserve 1,000,000 shares (on a post-Reverse Stock Split basis) for issuance upon stock options issued thereunder; and (v) an amendment to the Certificate of Incorporation of NetLive increasing the authorized Common Stock of NetLive to 33,000,000 shares and the blank check preferred stock to 2,000,000; and (vi) such other items as the Purchasers shall reasonably request. The parties hereto agree that the Proxy Statement shall be in accordance form and substance satisfactory to the parties and their legal counsel, but in conformity with applicable listing rules or any shareholder approval requirement Section 14 of the Company’s principal Trading Market (Exchange Act and all other applicable laws, rules and regulations. Assuming the “Shareholder Approval”)Purchasers cooperate fully and expeditiously, the Company NetLive shall (i) hold within fifteen (15) days after receiving final approval from the Securities and Exchange Commission regarding the Proxy Statement, call a special shareholders' meeting, and (ii) use its best efforts to conduct a shareholders' meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingthereafter.

Shareholder Approval. If Solely in the event that the Company determines that it is required in order to permit the conversion of the Notes or the full exercise of the Additional Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Principal Market (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable and in no event later than May 31, 2016, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely mannerproposal. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three (3) months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the New Notes and the Warrants are no longer outstanding. Each Holder further agrees that it shall not be entitled to vote the shares of Common Stock of the Company issuable to it pursuant to the terms of this Agreement, including pursuant to the exercise of any Additional Warrants, at any meeting of the Company’s stockholders convened to vote on a proposal to enable the Company to issue the Underlying Shares in excess of 15.1% of the issued and outstanding Common Stock of the Company.

Shareholder Approval. If it is required in order The Company shall provide each shareholder entitled to permit the conversion vote at a special or annual meeting of shareholders of the Notes or Company (the exercise "Shareholder Meeting"), which shall be called and held as promptly as practicable after the date hereof, but in no event later than October 31, 2010 (the "Shareholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Buyers meeting the requirements of the Warrants laws of the British Virgin Islands after review by Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, not to exceed $5,000, soliciting each such shareholder's affirmative vote at the Shareholder Meeting for approval of resolutions (or any other securities that may be issued under or the "Resolutions") providing for the issuance of all of the Securities as described in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement law, the provisions of the Company’s principal Trading Articles of Association and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “"Shareholder Approval”)" and the date such approval is obtained, the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining "Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approvedApproval Date"), and the Company shall use its reasonable best efforts to solicit proxies from its shareholders 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 shareholders' approval of such proposal Resolutions and (ii) file a definitive proxy statement (to cause the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations Board of Directors of the Company under clauses (i) and (ii) are subject to recommend to the Commission’s review of shareholders that they approve the Proxy Statement and the Resolutions. The Company shall not be deemed obligated to be in violation of this Section 4.17 if it responds seek to obtain the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Shareholder Approval is not obtained at the first special meetingShareholder Meeting, the Company shall call a meeting every three months cause an additional Shareholder Meeting to be held each calendar quarter thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingobtained.

Shareholder Approval. If it is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents this Agreement or the transactions contemplated hereby and therebyhereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules of The Nasdaq Capital Market or any shareholder approval requirement of the Company’s principal Trading Market Nasdaq (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 4.16 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding.

Shareholder Approval. If it is required in order to permit The Company, acting through the conversion Company Board of the Notes or the exercise of the Warrants Directors (or a committee thereof), shall, as promptly as reasonably practicable following the date hereof (and in any other securities that may be issued under or in connection event no later than the later of (a) the tenth day after the preliminary Proxy Statement is filed with the Transaction SEC, if the SEC has not informed the Company that it will review the Proxy Statement, and (b) confirmation by the SEC that the SEC has no further comments on the Proxy Statement) take all action required under the Bermuda Companies Act, the Company Governing Documents or and the transactions contemplated hereby applicable requirements of Nasdaq to establish a record date for, duly call and thereby) issued pursuant to this Agreement into shares give notice of Common Stock in accordance with applicable listing rules or any shareholder approval requirement a meeting of the Company’s principal Trading Market its shareholders (the “Shareholder ApprovalShareholders Meeting”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining the Requisite Shareholder Approval, and shall use its reasonable best efforts to cause such meeting to occur as promptly as reasonably practicable, in each case, notwithstanding that a Change of Recommendation has been effected or the existence of a Competing Proposal. Unless the Company Board of Directors shall have effected a Change of Recommendation in accordance with Section 5.2 or this Agreement shall have been terminated in accordance with Article VIII, (a) the recommendation Company Board of Directors and the Special Committee shall recommend that the Company’s Board shareholders vote in favor of Directors that such proposal be approvedthe approval of this Agreement, the Statutory Merger Agreement and the Merger and (b) the Company shall solicit proxies use its reasonable best efforts to obtain from its shareholders in connection therewith in the same manner as all Requisite Shareholder Approval. The Company agrees that no matters shall be brought before the Shareholders Meeting other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations than adoption of the Company Merger, this Agreement and the Statutory Merger Agreement, any related “golden parachute” vote under clauses (iRule 14a-21(c) and (ii) are subject to the Commission’s review of the Proxy Statement Exchange Act and any related and customary procedural matters (including a proposal to adjourn the Company shall not be deemed meeting to be in violation allow additional solicitation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstandingvotes).

Shareholder Approval. If it In the event the Company is required in order to permit the conversion of the Notes or the exercise of the Warrants (or prohibited from issuing any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement of the Company’s principal Trading Market pursuant to Section 2.12(a) above (the an “Shareholder ApprovalExchange Cap Share Failure”), then the Company shall, as soon as practicable after the date of occurrence of such Exchange Cap Share Failure, but in no event later than ninety (90) days thereafter, the Company shall (i) hold a special meeting of shareholders (which may also be at its stockholders to seek the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval. In connection with such meeting and any subsequent stockholder meetings, the Company shall provide each stockholder with a proxy statement in compliance with applicable Securities and Exchange Commission (the recommendation “SEC”) rules and regulations and shall use commercially reasonable efforts to solicit the approval of its stockholders of the Shareholder Approval and to cause its Board of Directors to recommend to the stockholders that they approve such proposal. If, despite the Company’s Board of Directors that such proposal be approvedefforts, and the Company shall solicit proxies from its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval is not obtained at the first special stockholder meeting, the Company shall call a cause an additional stockholder meeting every three months to be held semi-annually thereafter to seek Shareholder Approval until the earlier of (i) the date such Shareholder Approval is obtained or and (ii) the Notes and date on which the Warrants are Note is no longer outstanding. For the avoidance of doubt, if the Company is required to and fails to obtain Shareholder Approval, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement. For purposes of this Agreement, “Shareholder Approval” means such approval as may be required by the applicable rules and regulations of the Principal Trading Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Loan Documents, including (a) the issuance of all of the Conversion Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date and (b) any subsequent issuance(s) of Conversion Shares in excess of 19.99% of the issued and outstanding Common Stock as a consequence of any corporate action including the implementation of a reverse stock split.

Shareholder Approval. If it is required in order The Company shall provide each shareholder entitled to permit the conversion vote at a special meeting of shareholders of the Notes or Company (the exercise of “Shareholder Meeting”), which shall be promptly called and held not later than February 19, 2020 (the Warrants (or any other securities that may be issued under or “Shareholder Meeting Deadline”), a proxy statement, in connection with a form reasonably acceptable to the Transaction Documents or Buyers and Kxxxxx Xxxx & Wxxxxx LLP, at the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules or any shareholder approval requirement 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 shareholder’s principal Trading affirmative vote at the Shareholder Meeting for approval of resolutions (“Shareholder Resolutions”) providing for the approval of the issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion or exercise, as applicable, with respect thereto) (the “Shareholder Approval” and the date the Shareholder Approval has been obtained, the “Shareholder Approval Date”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall use its reasonable best efforts to solicit proxies from its shareholders 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 shareholders’ approval of such proposal resolutions and (ii) file a definitive proxy statement (to cause the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations Board of Directors of the Company under clauses (i) and (ii) are subject to recommend to the Commission’s review of the Proxy Statement and the shareholders that they approve such resolutions. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Shareholder Approval is not be deemed to be in violation of this Section 4.17 if it responds obtained on or prior to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meetingMeeting Deadline, the Company shall call a meeting every three months thereafter cause an additional Shareholder Meeting to seek Shareholder Approval until be held on or prior to May 15, 2020. If, despite the earlier of Company’s reasonable best efforts the date Shareholder Approval is not obtained or after such subsequent shareholder meetings, the Notes and the Warrants are no longer outstandingCompany shall cause an additional Shareholder Meeting to be held semi-annually thereafter until such Shareholder Approval is obtained.

Shareholder Approval. If it (a) Buyer acknowledges that Pure Cycle is required in order to permit the conversion of the Notes or the exercise of the Warrants (or any other securities that may be issued under or in connection a) file this Agreement with the Transaction Documents or Securities and Exchange Commission (the “SEC Filing”) and (b) obtain the affirmative vote in favor of this Agreement and the transactions contemplated hereby herein from the holders of a majority of the issued and thereby) issued pursuant to this Agreement into outstanding shares of Common Stock its common stock in accordance with applicable listing rules or any shareholder approval requirement the Colorado Business Corporation Act and Pure Cycle’s articles of the Company’s principal Trading Market incorporation and bylaws (the “Shareholder Approval”)) in order to consummate the transactions contemplated herein. Within five (5) business days after the Effective Date, the Company shall (i) hold a special meeting of shareholders (which may also be at Seller shall make the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders 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 SEC Filing and (ii) file Buyer shall enter into voting agreements with those shareholders of Pure Cycle who are directors of Pure Cycle and those shareholders over whose shares the directors have sole voting control, in a definitive proxy statement form reasonably acceptable to Buyer and such shareholders (each a “Voting Agreement”), pursuant to which each of such shareholder agrees to (x) vote in favor of adoption of this Agreement and the “Proxy Statement”transactions contemplated herein and (y) vote against (1) any Superior Proposal (as defined below), (2) any action, proposal, transaction or agreement which could reasonably be expected to result in connection a breach of any covenant, representation or warranty of Seller under this Agreement and (3) vote against any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with or adversely affect the foregoing as soon as reasonably practicable; provided however, that the obligations timely consummation of the Company under clauses transactions contemplated herein. The date on which (i) and Seller has provided written notice to Buyer that Seller has made the SEC Filing, together with reasonable supporting documentation evidencing satisfaction of such requirement, or (ii) are subject to Buyer has notified Seller that it has obtained executed Voting Agreements from holders of at least 27% of Pure Cycle’s issued and outstanding shares of common stock, whichever is later, shall be the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding“Due Diligence Kick-Off Date.”

Shareholder Approval. If it In the event the Company is required in order to permit the conversion of the Notes or the exercise of the Warrants (or prohibited from issuing any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock pursuant to Section 4.18(a) (an “Exchange Cap Share Failure”), then the Company shall, at the first regularly scheduled annual meeting of its stockholders (for which no definitive proxy statement has been filed as of such Exchange Cap Share Failure) following the date of occurrence of such Exchange Cap Share Failure, but in accordance with applicable listing rules or any shareholder approval requirement of no event later than one hundred and twenty (120) calendar days thereafter, seek the Company’s principal Trading Market (the “Shareholder Approval”); provided that, if the next regularly scheduled annual meeting is not within one hundred and twenty (120) calendar days from such Exchange Cap Share Failure, the Company shall (i) hold a special meeting of shareholders (which may also be at its stockholders as needed to seek the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval. In connection with such meeting and any subsequent stockholder meetings, the Company shall provide each stockholder with a proxy statement in compliance with applicable SEC rules and regulations and shall use commercially reasonable efforts to solicit the recommendation approval of its stockholders of the Shareholder Approval and to cause its board of directors to recommend to the stockholders that they approve such proposal. If, despite the Company’s Board of Directors that such proposal be approvedcommercially reasonable, and the Company shall solicit proxies from its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval is not obtained at the first special stockholder meeting, the Company shall call a cause an additional stockholder meeting every three months to be held semi-annually thereafter to seek Shareholder Approval until the earlier of (i) the date such Shareholder Approval is obtained or and (ii) the date on which none of the Notes and the Warrants are no longer outstanding. For the avoidance of doubt, if the Company is required to and fails to obtain Shareholder Approval, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement.

Shareholder Approval. If it is required in order to permit the full conversion of the Notes Shares and/ or the full exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules of The Nasdaq Capital Market or any shareholder approval requirement of the Company’s principal Trading Market Nasdaq (the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable practicable, but no later than the three (3) month anniversary of the Closing, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicableno later than fifteen days following the Closing; provided however, that the timing obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 4.8 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding.

Shareholder Approval. If it is required NGAS shall provide each shareholder entitled to vote at a special or annual meeting of shareholders of NGAS (the “Shareholder Meeting”), which shall be promptly called and held not later than June 30, 2010 (the “Shareholder Meeting Deadline”), a proxy statement, substantially in order to permit the conversion form which has been previously reviewed by the Holder and a counsel of its choice, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions providing for NGAS’s issuance of all of the Notes or Securities as described in the exercise of the Warrants (or any other securities that may be issued under or in connection with the Transaction Exchange Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing law and the rules or any shareholder approval requirement and regulations of the Company’s principal Trading Principal Market (such affirmative approval being referred to herein as the “Shareholder Approval”), the Company and NGAS shall (i) hold a special meeting use its best efforts to solicit its shareholders’ approval of shareholders such resolutions (which may also be at best efforts shall include, without limitation, the annual meeting of shareholdersrequirement to hire a reputable proxy solicitor) as soon as reasonably practicable for and to cause the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors of NGAS to recommend to the shareholders that they approve such proposal resolutions. NGAS shall be approvedobligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite NGAS’s best efforts the Shareholder Approval is not obtained on or prior to the Shareholder Meeting Deadline, NGAS shall cause two additional Shareholder Meetings to be held each calendar year thereafter until such Shareholder Approval is obtained. NGAS shall reimburse the Holder for the fees and the Company shall solicit proxies from disbursements of its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy Statement”) legal counsel in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company above mentioned proxy statement(s), which amount shall not be deemed limited to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding$15,000.

Shareholder Approval. If it is required in order The Company shall provide each stockholder entitled to permit the conversion vote at a special or annual meeting of stockholders of the Notes or Company (the exercise “Shareholder Meeting”), which shall be promptly called and held not later than July 31, 2006 (the “Shareholder Meeting Deadline”), a proxy statement, substantially in the form which has been previously reviewed by the Buyers and a counsel of their choice, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions providing for the Company’s issuance of all of the Warrants (or any other securities that may be issued under or Securities as described in connection with the Transaction Documents or the transactions contemplated hereby and thereby) issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing law and the rules or any shareholder approval requirement and regulations of the Company’s principal Trading Principal Market (such affirmative approval being referred to herein as the “Shareholder Approval”), the Company shall (i) hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall use its best efforts to solicit proxies from its shareholders 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 shareholders’ approval of such proposal resolutions (which best efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and (ii) file a definitive proxy statement (to cause the “Proxy Statement”) in connection with the foregoing as soon as reasonably practicable; provided however, that the obligations Board of Directors of the Company under clauses (i) and (ii) are subject to recommend to the Commission’s review of the Proxy Statement and the shareholders that they approve such resolutions. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s best efforts the Shareholder Approval is not be deemed to be in violation of this Section 4.17 if it responds obtained on or prior to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meetingMeeting Deadline, the Company shall call a meeting every three months cause an additional Shareholder Meeting to be held each calendar year thereafter to seek Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or obtained. The Company shall reimburse the Notes Buyers for the fees and disbursements of their legal counsel in connection with review of the Warrants are no longer outstandingabove mentioned proxy statement(s), which amount shall be limited to $10,000.

Shareholder Approval. If it is required The Company shall prepare and file with the SEC, as promptly as practicable after the date hereof but in order no event later than twenty (20) days after the date hereof, an information statement (the “Information Statement”), in a form reasonably acceptable to permit Lender and Xxxxxxxx Xxxx Ltd. at the conversion expense of the Notes or Company, with the exercise Company obligated to reimburse the expenses of Xxxxxxxx Xxxx Ltd. incurred in connection therewith in an amount not to exceed $5,000, informing the shareholders of the Warrants Company of the receipt of the consents of the holders of a majority of the outstanding voting securities of the Company in the form attached hereto as Exhibit F (or any other securities that may be issued under or in connection with the Transaction Documents or “Shareholder Consent”) approving the transactions contemplated hereby Shareholder Resolutions (the “Shareholder Resolutions”, and thereby) issued pursuant to this Agreement into shares such required affirmative approval by the shareholders of Common Stock the Company of such Shareholder Resolutions as determined in accordance with applicable listing rules or any shareholder approval requirement the Articles of Incorporation and the Company’s principal Trading Market (Bylaws, the “Shareholder Approval”)) that approve the transactions contemplated hereby, including, without limitation, the issuance and terms of the Securities and the approval of such transactions pursuant to applicable law and the rules and regulations of the Principal Market. In addition to the foregoing, if otherwise required by applicable law, rule or regulation, or if the Shareholder Consent is not sufficient to obtain the Shareholder Approval, the Company shall (i) hold prepare and file with the SEC a preliminary proxy statement with respect to a special meeting of shareholders (which may also be at the or annual meeting of shareholders) as soon as reasonably practicable for the purpose of obtaining Shareholder Approval, with the recommendation shareholders of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders 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 and (ii) file a definitive proxy statement (the “Proxy StatementShareholder Meeting”), which shall be called as promptly as practicable after the date hereof, but in no event later than August 1, 2012(1) (the “Shareholder Meeting Deadline”) in connection with the foregoing as soon as reasonably practicable; provided howeversoliciting each such shareholder’s affirmative vote for approval of, that the obligations of the Company under clauses (i) and (ii) are subject to the Commission’s review of the Proxy Statement and the Company shall not be deemed to be in violation of this Section 4.17 if it responds to the Commission’s comments on the Proxy Statement, if any, in a timely manner. If the Company does not obtain Shareholder Approval at the first special meeting, the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Notes and the Warrants are no longer outstanding.extent not