Common use of Shareholder Vote Clause in Contracts

Shareholder Vote. (a) The Trust shall have the right, in its sole discretion, by giving a notice in accordance with Section 8.3, to cause the Board of Directors, without regard to any subsequent determination made by the Board of Directors concerning the Special Meeting Shareholder Proposals, to call, give notice of and hold a special meeting of the holders of the Company’s capital stock or, if so elected by the Trust in the notice from the Trust, direct that the Special Meeting Shareholder Proposals be considered at the next annual meeting of the holders of the Company’s capital stock following such notice from the Trust, as applicable (provided, that the notice for a special meeting or annual meeting described in this clause (a) shall not be given until at least 60 days after the Company’s 2009 Annual Meeting of Shareholders), with the holders of the Common Stock voting as a separate class in the case of the Common Stock Amendment Proposal and, if applicable, the holders of the Company’s Serial Preferred Stock voting as a separate class in the case of the Serial Preferred Stock Amendment Proposal and, if applicable, the holders of the Series C Preferred Stock voting as a separate class in the case of the Series C Preferred Stock Amendment Proposal, to vote on, among other things, (i) the Common Stock Amendment Proposal, (ii) Serial Preferred Stock Amendment Proposal and (iii) the Series C Preferred Stock Amendment Proposal; provided, that a vote on the Serial Preferred Stock Amendment Proposal and the Series C Preferred Stock Amendment Proposal will only be effective if the Common Stock Amendment Proposal is not approved by the holders of the Common Stock. The Board of Directors shall recommend to the Company’s shareholders that they vote in favor of the Special Meeting Shareholder Proposals. In the event that the approval of all or any portion of the Special Meeting Shareholder Proposals is not obtained at such special shareholders’ meeting, the Trust shall have the right to direct the Company to include a proposal to approve (and the Board of Directors shall recommend approval of) all or such portion of the Special Meeting Shareholder Proposals as the Trust may designate at the next annual meeting of its shareholders and at each subsequent annual meeting of its shareholders until such approval is obtained. (b) At and prior to the next annual meeting of the Company’s shareholders following the Closing Date, the Company shall take all action necessary under all applicable laws and regulations and the Company’s Organizational Documents to effect the General Meeting Shareholder Proposals. Such actions shall include, without limitation, the Board of Directors’ calling, giving notice of and holding an annual meeting of the holders of the Company’s capital stock to vote on, among other things the General Meeting Shareholder Proposals and without regard to any subsequent determination made by the Board of Directors concerning the General Meeting Shareholder Proposals. The Board of Directors shall recommend to the Company’s shareholders that they vote in favor of the General Meeting Shareholder Proposals. In the event that the approval of the General Meeting Shareholder Proposals is not obtained at such annual shareholders’ meeting, the Company shall include a proposal to approve such proposals at each subsequent annual meeting of its shareholders, or at any special meeting of the holders of the Company’s capital stock called pursuant to clause (a) above, until such approval is obtained. (c) In connection with the special shareholders’ meeting and each annual shareholders’ meeting described in clause (a) or

Shareholder Vote. (a) The Trust shall have the right, in its sole discretion, by giving a notice in accordance with Section 8.3, to cause the Board of Directors, without regard to any subsequent determination made by the Board of Directors concerning the Special Meeting Shareholder Proposals, to call, give notice of and hold a special meeting of the holders of the Company’s capital stock or, if so elected by the Trust in the notice from the Trust, direct that the Special Meeting Shareholder Proposals be considered at the next annual meeting of the holders of the Company’s capital stock following such notice from the Trust, as applicable (provided, that the notice for a special meeting or annual meeting described in this clause (a) shall not be given until at least 60 days after the Company’s 2009 Annual Meeting of Shareholders), with the holders of the Common Stock voting as a separate class in the case of the Common Stock Amendment Proposal and, if applicable, the holders of the Company’s Serial Preferred Stock voting as a separate class in the case of the Serial Preferred Stock Amendment Proposal and, if applicable, the holders of the Series C Preferred Stock voting as a separate class in the case of the Series C Preferred Stock Amendment Proposal, to vote on, among other things, (i) the Common Stock Amendment Proposal, (ii) Serial Preferred Stock Amendment Proposal and (iii) the Series C Preferred Stock Amendment Proposal; provided, that a vote on the Serial Preferred Stock Amendment Proposal and the Series C Preferred Stock Amendment Proposal will only be effective if the Common Stock Amendment Proposal is not approved by the holders of the Common Stock. The Board of Directors shall recommend to the Company’s shareholders that they vote in favor of the Special Meeting Shareholder Proposals. In the event that the approval of all or any portion of the Special Meeting Shareholder Proposals is not obtained at such special shareholders’ meeting, the Trust shall have the right to direct the Company to include a proposal to approve (and the Board of Directors shall recommend approval of) all or such portion of the Special Meeting Shareholder Proposals as the Trust may designate at the next annual meeting of its shareholders and at each subsequent annual meeting of its shareholders until such approval is obtained. (b) At and prior to the next annual meeting of the Company’s shareholders following the Closing Date, the Company shall take all action necessary under all applicable laws and regulations and the Company’s Organizational Documents to effect the General Meeting Shareholder Proposals. Such actions shall include, without limitation, the Board of Directors’ calling, giving notice of and holding an annual meeting of the holders of the Company’s capital stock to vote on, among other things the General Meeting Shareholder Proposals and without regard to any subsequent determination made by the Board of Directors concerning the General Meeting Shareholder Proposals. The Board of Directors shall recommend to the Company’s shareholders that they vote in favor of the General Meeting Shareholder Proposals. In the event that the approval of the General Meeting Shareholder Proposals is not obtained at such annual shareholders’ meeting, the Company shall include a proposal to approve such proposals at each subsequent annual meeting of its shareholders, or at any special meeting of the holders of the Company’s capital stock called pursuant to clause (a) above, until such approval is obtained. (c) In connection with the special shareholders’ meeting and each annual shareholders’ meeting described in clause (a) oror (b) above, the Company shall prepare (and the Trust will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement reasonably acceptable to the Trust, shall use its reasonable best efforts to respond to any comments of the SEC or its staff thereon and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders promptly after clearance thereof by the SEC. The Company shall prepare the preliminary proxy statement describing the Special Meeting Shareholder Proposals as promptly as practicable following the Closing Date, but shall not file it with the SEC unless so directed by the Trust. The Company shall notify the Trust promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Trust with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. The Company shall, at its own expense, use its reasonable best efforts to solicit proxies for shareholder approval of the Special Meeting Shareholder Proposals and the General Meeting Shareholder Proposals, including, but not limited to, selecting and retaining a proxy solicitor. If at any time prior to any such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of the Trust and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Trust prior to filing any proxy statement, or any amendment or supplement thereto, and provide the Trust with a reasonable opportunity to comment thereon. (d) None of the information supplied by the Company or any of the subsidiaries of the Company for inclusion in any proxy statement in connection with any shareholders’ meeting of the Company will, at the date when first mailed to the Company’s shareholders and at the time of any shareholders’ meeting, and at the time of any amendment or supplement thereof after mailing, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Shareholder Vote. The Issuer will use its reasonable best efforts (a) The Trust shall have subject to the right, in its sole discretion, by giving a notice in accordance with Section 8.3, to cause fiduciary duties of the Board of Directors, without regard to any subsequent determination made by the Issuer’s Board of Directors concerning the Special Meeting Shareholder Proposals, and its management) to call, give notice of and hold a special meeting of the holders of the Company’s capital stock or, if so elected by the Trust in the notice from the Trust, direct that the Special Meeting Shareholder Proposals be considered at the next annual meeting of the holders of the Company’s capital stock following such notice from the Trust, as applicable (provided, that the notice for a special meeting or annual meeting described in this clause (a) shall not be given until at least 60 days after the Company’s 2009 Annual Meeting of Shareholders), with the holders of the Common Stock voting as a separate class in the case of the Common Stock Amendment Proposal and, if applicable, the holders of the Company’s Serial Preferred Stock voting as a separate class in the case of the Serial Preferred Stock Amendment Proposal and, if applicable, the holders of the Series C Preferred Stock voting as a separate class in the case of the Series C Preferred Stock Amendment Proposal, to vote on, among other things, (i) the Common Stock Amendment Proposal, (ii) Serial Preferred Stock Amendment Proposal and (iii) the Series C Preferred Stock Amendment Proposal; provided, that a vote on the Serial Preferred Stock Amendment Proposal and the Series C Preferred Stock Amendment Proposal will only be effective if the Common Stock Amendment Proposal is not approved by the holders of the Common Stock. The Board of Directors shall recommend to the Company’s shareholders that they vote in favor of the Special Meeting Shareholder Proposals. In the event that the obtain shareholder approval of all or any portion of the Special Meeting Shareholder Proposals is not obtained at such special shareholders’ meeting, the Trust shall have the right to direct the Company to include a proposal to approve (and the Board of Directors shall recommend approval of) all or such portion of the Special Meeting Shareholder Proposals as the Trust may designate at the next annual meeting of its shareholders (the “Initial Annual Meeting”) for the issuance of all Shares of Common Stock issuable upon conversion of the Convertible Notes and the exercise of the Warrants by Lockheed ▇▇▇▇▇▇ as provided for in this Agreement, and the proxy statement related to such special meeting will include a recommendation by the Issuer’s Board of Directors that the shareholders of the Issuer vote in favor of such proposal. If the shareholders of the Issuer do not approve the issuance of all such Shares, the Issuer will use its reasonable best efforts to obtain shareholder approval at each subsequent annual meeting of its shareholders until such approval is obtained. (b) At and prior to the next annual meeting of the Company’s shareholders and each subsequent annual meeting thereafter. If, as of any date following the Closing DateInitial Annual Meeting at which the shareholders of the Issuer do not approve the issuance of all such Shares, and prior to any subsequent shareholder meeting at which the Company shall take all action necessary shareholders of the Issuer will be asked to again provide such approval, Lockheed ▇▇▇▇▇▇ or any of its Affiliates is the Purchaser and provides a Conversion Notice in accordance with Section 2.11(b) or an Exercise Notice in accordance with Section 3(a)(i) of the Form of Warrant, in lieu of delivery of any Shares in excess of any limitations then applicable under all applicable laws and regulations and the Company’s Organizational Documents to effect the General Meeting Shareholder Proposals. Such actions shall includeNYSE rules, including, without limitation, the Board of Directors’ calling, giving notice of and holding an annual meeting as a result of the holders restrictions set forth in Section 2.11(n) and Section 4(i) of the Company’s capital stock to vote onForm of Warrant, among other things the General Meeting Shareholder Proposals and without regard to any subsequent determination made by the Board of Directors concerning the General Meeting Shareholder Proposals. The Board of Directors shall recommend Issuer shall, solely to the Company’s shareholders that they vote extent permitted under the FP Note Documents and the LM/BP Note Documents, pay to such Purchaser, on the applicable Conversion Date or Exercise Date, as applicable, the product of (x) the number of Shares in favor excess of any limitations then applicable under NYSE rules and (y) the Prepayment Current Market Price determined as of the General Meeting Shareholder Proposals. In the event that the approval date of the General Meeting Shareholder Proposals is not obtained at applicable Conversion Notice or Exercise Notice, as applicable, delivered by such annual shareholders’ meeting, Purchaser to the Company shall include a proposal to approve such proposals at each subsequent annual meeting of its shareholders, or at any special meeting of the holders of the Company’s capital stock called pursuant to clause (a) above, until such approval is obtainedIssuer. (c) In connection with the special shareholders’ meeting and each annual shareholders’ meeting described in clause (a) or

Shareholder Vote. (a) The Trust shall have As soon as reasonably practicable following the rightdate of this Agreement (and in no event later than April 30, 2026), Parent shall, in consultation with Seller, prepare and file with the SEC in preliminary form a proxy statement (together with any amendments thereof or supplements thereto, the “Proxy Statement”) relating to the meeting of Parent’s stockholders held for the purpose of obtaining the Requisite Stockholder Approval (including any adjournment or postponement thereof, the “Parent’s Stockholders Meeting”). Parent and Seller will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, Seller will furnish to Parent any information relating to Seller required by the Exchange Act to be set forth in the Proxy Statement, and such information, at the date the Proxy Statement is first mailed to the Parent’s stockholders and at the time of the Parent’s Stockholders Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Parent shall use its sole discretioncommercially reasonable efforts to respond to all SEC comments with respect to the Proxy Statement as promptly as reasonably practicable after receipt thereof and file all necessary amendments thereto in connection with such SEC comments. Parent shall promptly notify Seller of the receipt of any comments from the SEC (or the staff of the SEC) with respect to the Proxy Statement and any request by the SEC (or the staff of the SEC) for any amendment to the Proxy Statement or for additional information and shall consult with Seller regarding, by giving a notice in accordance and provide Seller with Section 8.3copies of, all correspondence between Parent or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to cause the Board of Directors, without regard Proxy Statement. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any subsequent determination made by the Board of Directors concerning the Special Meeting Shareholder Proposals, to call, give notice of and hold a special meeting comments of the holders SEC (or the staff of the Company’s capital stock orSEC) with respect thereto, if so elected Parent shall provide Seller a reasonable opportunity to review and to propose comments on such document or response and Parent shall in good faith consider including all such comments proposed by the Trust in the notice from the TrustSeller, direct that the Special Meeting Shareholder Proposals be considered at the next annual meeting of the holders of the Company’s capital stock following such notice from the Trust, as applicable (provided, that the notice for a special meeting or annual meeting described in this clause (a) but Parent shall not be given until obligated to incorporate any such comments. Parent shall, after the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement, cause the Proxy Statement to be mailed to Parent’s stockholders entitled to vote at least 60 the Parent’s Stockholders Meeting, and shall cause the Parent’s Stockholders Meeting to be held as soon as reasonably practicable following such mailing (but in no event later than one hundred twenty (120) days after the Company’s 2009 Annual Meeting of ShareholdersClosing Date (the “Parent Approval Deadline”), with the holders of the Common Stock voting as a separate class in the case of the Common Stock Amendment Proposal and, if applicable, the holders of the Company’s Serial Preferred Stock voting as a separate class in the case of the Serial Preferred Stock Amendment Proposal and, if applicable, the holders of the Series C Preferred Stock voting as a separate class in the case of the Series C Preferred Stock Amendment Proposal, to vote on, among other things, (i) the Common Stock Amendment Proposal, (ii) Serial Preferred Stock Amendment Proposal and (iii) the Series C Preferred Stock Amendment Proposal; provided, that a vote on the Serial Preferred Stock Amendment Proposal and the Series C Preferred Stock Amendment Proposal will only be effective if the Common Stock Amendment Proposal is not approved by the holders of the Common Stock. The Board of Directors shall recommend to the Company’s shareholders that they vote in favor of the Special Meeting Shareholder Proposals. In the event that the approval of all or any portion of the Special Meeting Shareholder Proposals is not obtained at such special shareholders’ meeting, the Trust shall have the right to direct the Company to include a proposal to approve (and the Board of Directors shall recommend approval of) all or such portion of the Special Meeting Shareholder Proposals as the Trust may designate at the next annual meeting of its shareholders and at each subsequent annual meeting of its shareholders until such approval is obtained). (b) At and prior The Proxy Statement, at the date it is first mailed to the next annual meeting of the CompanyParent’s shareholders following the Closing Date, the Company shall take all action necessary under all applicable laws and regulations and the Company’s Organizational Documents to effect the General Meeting Shareholder Proposals. Such actions shall include, without limitation, the Board of Directors’ calling, giving notice of and holding an annual meeting of the holders of the Company’s capital stock to vote on, among other things the General Meeting Shareholder Proposals and without regard to any subsequent determination made by the Board of Directors concerning the General Meeting Shareholder Proposals. The Board of Directors shall recommend to the Company’s shareholders that they vote in favor of the General Meeting Shareholder Proposals. In the event that the approval of the General Meeting Shareholder Proposals is not obtained at such annual shareholders’ meeting, the Company shall include a proposal to approve such proposals at each subsequent annual meeting of its shareholdersstockholders, or at the time of Parent’s Stockholders Meeting, shall not contain any special meeting untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading in light of the holders circumstances under which they are made. The Proxy Statement will comply as to form in all material respects with the requirements of the Company’s capital stock called pursuant Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, any obligations of Parent with respect to clause (athis Section 2.10(b) above, until such approval is obtaineddo not extend to statements made or incorporated by reference in the Proxy Statement based on information supplied by Seller in writing for inclusion or incorporation by reference therein. (c) In connection If at any time prior to Parent’s Stockholders Meeting any information relating to Parent or Seller, or any of their respective Affiliates, should be discovered by Parent or Seller which, in the reasonable judgment of Parent or Seller (as applicable), should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information promptly shall be filed with the special shareholders’ meeting and each annual shareholders’ meeting described in clause SEC and, to the extent required by applicable Law, disseminated to the stockholders of Parent. (d) P▇▇▇▇▇, acting through Parent’s board of directors, shall (a) oras soon as reasonably practicable, following confirmation by the SEC (or the staff of the SEC) that it has no further comments on the Proxy Statement, take all action necessary to set a record date for, duly call, give notice of, convene and hold the Parent’s Stockholders Meeting; and (b) include in the Proxy Statement the recommendation of Parent’s board of directors that Parent’s stockholders approve the increase in authorized shares of Common Stock and not withdrawing, qualifying or adversely modifying such recommendation prior to the Parent’s Stockholders Meeting (except as required to comply with the board’s fiduciary duties under applicable Law) and use its reasonable best efforts to obtain the Requisite Stockholder Approval. As soon as reasonably practicable following the date of this Agreement (and thereafter, upon the reasonable request of Seller made not more than one time every week), Parent shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act for a record date for the Parent’s Stockholders Meeting that is twenty (20) Business Days after the date of such “broker search.” Seller shall use commercially reasonable efforts to solicit from the stockholders of Parent proxies in favor of the proposal to approve the authorization of a sufficient number of additional shares of Common Stock to allow for the Issued Shares to convert into Common Stock in accordance with, and pursuant to the terms and conditions set forth in the Certificate of Designation, and to secure the Requisite Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, Parent may not adjourn or postpone the Parent’s Stockholders Meeting without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), except (i) as required by applicable Law, (ii) if Parent reasonably believes in good faith that it is necessary to ensure that any supplement or amendment to the Proxy Statement that is legally required or may be advisable is timely provided to the stockholders of Parent, or (iii) if as of the time for which the Parent’s Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares (either in person, or by means of remote communication, or by proxy) to constitute a quorum necessary to conduct the business of the Parent’s Stockholders Meeting, or if on the date of such Parent’s Stockholders Meeting, Parent has not received proxies representing a sufficient number of shares necessary to obtain the Parent’s Stockholder Approval and Parent shall continue to use all reasonable best efforts to assist in the solicitation of proxies from stockholders relating to the Parent’s Stockholder Approval; provided, that unless otherwise agreed by the parties, the Parent’s Stockholders Meeting may not be postponed or adjourned to a date that is (i) more than 10 days after the date for which the then most-recent Parent’s Stockholders Meeting was scheduled (excluding any adjournments or postponements required by applicable Law) or (ii) later than the Parent Approval Deadline. Parent shall engage a nationally recognized proxy solicitor and keep Seller informed on a reasonably current basis regarding its solicitation efforts and proxy tallies following the dissemination of the Proxy Statement; provided, that Parent shall, upon the request of Seller, use its reasonable best efforts to cause such proxy solicitor to advise Seller on a not less than daily basis during the last ten (10) Business Days prior to the date of the Parent’s Stockholders Meeting as to the aggregate tally of the proxies received by Parent with respect to the Requisite Stockholder Approval. (e) If the Requisite Stockholder Approval is not obtained by the Parent Approval Deadline, interest shall begin to accrue on the principal amount of $2,350,000 at the rate per annum equal to five percent (5%). If the Requisite Stockholder Approval is not obtained by September 30, 2026 (the “Failure Payment Deadline”), Parent shall (i) pay to Seller within five (5) Business Days of the Failure Payment Deadline an amount equal to $2,350,000, plus any interest accrued pursuant to this Section 2.10(e), by wire transfer of immediately available funds to an account designated in writing by Seller (and, for the avoidance of doubt, such payment shall be made by such date regardless of whether the steps required to complete the redemption in (iii) have been satisfied), (ii) pay to Seller within five (5) Business Days of the eighteen (18) month anniversary of the Closing Date an amount equal to $1,150,000, by wire transfer of immediately available funds to an account designated in writing by Seller (the payment obligations in (i) and (ii), collectively, the “Failure Payment”) and (iii) cause the Issued Shares to be redeemed in accordance with, and pursuant to the terms and conditions set forth in, the Certificate of Designation. To the extent of any conflict between this Agreement and the Certificate of Designation with respect to the terms, rights or obligations of the Issued Shares (including any redemption thereof), the Certificate of Designation shall control; provided, that, notwithstanding anything to the contrary in the Certificate of Designation, nothing therein shall limit, condition or delay Seller’s right to receive the Failure Payment when due under this Agreement or Parent’s obligations under this Section 2.10.

Shareholder Vote. The Issuer will use its reasonable best efforts (a) The Trust shall have subject to the right, in its sole discretion, by giving a notice in accordance with Section 8.3, to cause fiduciary duties of the Board of Directors, without regard to any subsequent determination made by the Issuer’s Board of Directors concerning the Special Meeting Shareholder Proposals, and its management) to call, give notice of and hold a special meeting of the holders of the Company’s capital stock or, if so elected by the Trust in the notice from the Trust, direct that the Special Meeting Shareholder Proposals be considered at the next annual meeting of the holders of the Company’s capital stock following such notice from the Trust, as applicable (provided, that the notice for a special meeting or annual meeting described in this clause (a) shall not be given until at least 60 days after the Company’s 2009 Annual Meeting of Shareholders), with the holders of the Common Stock voting as a separate class in the case of the Common Stock Amendment Proposal and, if applicable, the holders of the Company’s Serial Preferred Stock voting as a separate class in the case of the Serial Preferred Stock Amendment Proposal and, if applicable, the holders of the Series C Preferred Stock voting as a separate class in the case of the Series C Preferred Stock Amendment Proposal, to vote on, among other things, (i) the Common Stock Amendment Proposal, (ii) Serial Preferred Stock Amendment Proposal and (iii) the Series C Preferred Stock Amendment Proposal; provided, that a vote on the Serial Preferred Stock Amendment Proposal and the Series C Preferred Stock Amendment Proposal will only be effective if the Common Stock Amendment Proposal is not approved by the holders of the Common Stock. The Board of Directors shall recommend to the Company’s shareholders that they vote in favor of the Special Meeting Shareholder Proposals. In the event that the obtain shareholder approval of all or any portion of the Special Meeting Shareholder Proposals is not obtained at such special shareholders’ meeting, the Trust shall have the right to direct the Company to include a proposal to approve (and the Board of Directors shall recommend approval of) all or such portion of the Special Meeting Shareholder Proposals as the Trust may designate at the next annual meeting of its shareholders (the “Initial Annual Meeting”) for the issuance of all Shares of Common Stock issuable upon conversion of the Convertible Notes and the exercise of the Warrants by Lockheed ▇▇▇▇▇▇ as provided for in this Agreement, and the proxy statement related to such special meeting will include a recommendation by the Issuer’s Board of Directors that the shareholders of the Issuer vote in favor of such proposal. If the shareholders of the Issuer do not approve the issuance of all such Shares, the Issuer will use its reasonable best efforts to obtain shareholder approval at each subsequent annual meeting of its shareholders until such approval is obtained. (b) At and prior to the next annual meeting of the Company’s shareholders and each subsequent annual meeting thereafter. If, as of any date following the Closing DateInitial Annual Meeting at which the shareholders of the Issuer do not approve the issuance of all such Shares, and prior to any subsequent shareholder meeting at which the Company shall take all action necessary shareholders of the Issuer will be asked to again provide such approval, Lockheed ▇▇▇▇▇▇ or any of its Affiliates is the Purchaser and provides a Conversion Notice in accordance with Section 2.11(b) or an Exercise Notice in accordance with Section 3(a)(i) of the Form of Warrant, in lieu of delivery of any Shares in excess of any limitations then applicable under all applicable laws and regulations and the Company’s Organizational Documents to effect the General Meeting Shareholder Proposals. Such actions shall includeNYSE rules, including, without limitation, the Board of Directors’ calling, giving notice of and holding an annual meeting as a result of the holders restrictions set forth in Section 2.11(n) and Section 4(i) of the Company’s capital stock to vote onForm of Warrant, among other things the General Meeting Shareholder Proposals and without regard to any subsequent determination made by the Board of Directors concerning the General Meeting Shareholder Proposals. The Board of Directors shall recommend Issuer shall, solely to the Company’s shareholders that they vote extent permitted under the FP Note Documents and the LM/BP Note Documents, pay to such Purchaser, on the applicable Conversion Date or Exercise Date, as applicable, the product of (x) the number of Shares in favor excess of any limitations then applicable under NYSE rules and (y) the Prepayment Current Market Price determined as of the General Meeting Shareholder Proposals. In the event that the approval date of the General Meeting Shareholder Proposals is not obtained at applicable Conversion Notice or Exercise Notice, as applicable, delivered by such annual shareholders’ meeting, Purchaser to the Company shall include a proposal to approve such proposals at each subsequent annual meeting of its shareholders, or at any special meeting of the holders of the Company’s capital stock called pursuant to clause (a) above, until such approval is obtained. (c) In connection with the special shareholders’ meeting and each annual shareholders’ meeting described in clause (a) orIssuer. \\4140-6447-8783 v164123-4063-4962 v3

Shareholder Vote. (a) The Trust GSC Partners shall have the rightright to deliver to Parent, in at least three calendar days prior to the Closing, a written notice requesting that Parent seek a vote of its sole discretion, by giving a notice shareholders in accordance with Section 8.3, to cause the Board of Directors, without regard to any subsequent determination made by the Board of Directors concerning the Special Meeting Shareholder Proposals, to call, give notice of and hold a special meeting Subsection 312.03(b) of the holders NYSE Listed Company Manual (and the requirements of the Company’s capital stock orToronto Stock Exchange, if so elected by any, and Ontario Securities Commission Rule 61-501 and Quebec Securities Commission Policy Q-27) to enable Parent to issue new shares of Parent Common Stock to GSC Partners in lieu of the Trust GSC Partners Cash Portion and the GSC Partners Cash Warrant Payment (the "Shareholder Vote"). Notwithstanding anything in this Agreement to the contrary, if GSC Partners timely delivers such a written notice, (i) unless such notice from is rescinded in accordance with clause (iii) or clause (iv) below, in connection with the Trust, direct that the Special Meeting Shareholder Proposals be considered at the preparation of a proxy statement in connection with Parent's next annual general meeting of the holders of the Company’s capital stock following such notice from the Trust, as applicable (provided, or sooner than that the notice if Parent is otherwise preparing a proxy statement in connection with another matter for a special meeting or annual meeting described otherwise and Parent's board of directors determines in this clause (a) shall not be given until at least 60 days after its discretion that it is appropriate to include the Company’s 2009 Annual Meeting of ShareholdersShareholder Vote issue in such proxy statement), with Parent shall include the holders of the Common Stock voting as a separate class Shareholder Vote issue in the case of the Common Stock Amendment Proposal and, if applicable, the holders of the Company’s Serial Preferred Stock voting as a separate class in the case of the Serial Preferred Stock Amendment Proposal and, if applicable, the holders of the Series C Preferred Stock voting as a separate class in the case of the Series C Preferred Stock Amendment Proposal, to vote on, among other things, (i) the Common Stock Amendment Proposalsuch proxy statement, (ii) Serial Preferred if the outcome of the Shareholder Vote is a valid approval of the issuance of new shares of Parent Common Stock Amendment Proposal to GSC Partners, then, within three business days after such Shareholder Vote, in lieu of the payment of the GSC Partners Cash Portion and the GSC Partners Cash Warrant Payment to GSC Partners, Parent shall issue to GSC Partners a number of new shares of Parent Common Stock equal to the quotient of (A) the sum of the GSC Partners Cash Portion and the GSC Partners Cash Warrant Payment, divided by (B) the average, rounded to the nearest two decimal places, of the per share closing prices of Parent Common Stock as reported on the New York Stock Exchange (the "NYSE") composite transactions reporting system (as reported in the New York City edition of The Wall Street Journal or, if not reported thereby, another authoritative source) for the ten consecutive trading days ending on the second trading day prior to the date of the Shareholder Vote, (iii) if either the Series C Preferred outcome of the Shareholder Vote is anything other than a valid approval of the issuance of new shares of Parent Common Stock Amendment Proposal; providedto GSC Partners or GSC Partners otherwise rescinds its request for a Shareholder Vote in writing to Parent delivered at least ten days prior to Parent's filing with the SEC the proxy statement regarding the Shareholder Vote, then, within five calendar days after such Shareholder Vote or such rescission, as applicable, Parent shall deliver to GSC Partners the GSC Partners Cash Portion and the GSC Partners Cash Warrant Payment, without any interest thereon, by wire transfer of immediately available funds to an account previously designated by GSC Partners and (iv) if Parent has not delivered newly issued shares of Parent Common Stock to GSC Partners pursuant to clause (ii) above prior to the date that a vote is ten (10) days before the six (6) month anniversary of the Closing Date and the meeting for the Stockholder Vote has not otherwise been held, then, at any time during the five (5) day period beginning on the Serial Preferred Stock Amendment Proposal tenth day prior to the six (6) month anniversary of the Closing Date, GSC Partners may rescind its request for a Shareholder Vote in writing to Parent and within five calendar days after such rescission Parent shall deliver to GSC Partners the GSC Partners Cash Portion and the Series C Preferred Stock Amendment Proposal will only be effective if the Common Stock Amendment Proposal is not approved GSC Partners Cash Warrant Payment, without any interest thereon, by the holders wire transfer of the Common Stock. The Board of Directors shall recommend immediately available funds to the Company’s shareholders that they vote in favor of the Special Meeting Shareholder Proposalsan account previously designated by GSC Partners. In the event that the approval common stock of all Parent becomes convertible or any portion of the Special Meeting Shareholder Proposals is not obtained at such special shareholders’ meeting, the Trust shall have the right to direct the Company to include a proposal to approve (and the Board of Directors shall recommend approval of) all exchangeable into or such portion of the Special Meeting Shareholder Proposals as the Trust may designate at the next annual meeting of its shareholders and at each subsequent annual meeting of its shareholders until such approval is obtained. (b) At and exercisable for other securities prior to the next annual meeting time of the Company’s shareholders following the Closing Date, the Company shall take all action necessary under all applicable laws and regulations and the Company’s Organizational Documents to effect the General Meeting Shareholder Proposals. Such actions shall include, without limitation, the Board of Directors’ calling, giving notice of and holding an annual meeting delivery of the holders shares of Parent Common Stock as a result of a reclassification, stock split (including a reverse split), dividend or distribution, recapitalization, merger, plan of arrangement, subdivision, combination, issuer tender or exchange offer, or other similar transaction, equitable provision will be made (to the extent permissible and subject to any required stockholder vote) so that, in lieu of the Company’s capital stock shares of Parent Common Stock that GSC Partners otherwise would receive, if any, GSC Partners will instead receive the number and class of shares or other securities or property that GSC Partners would have received in respect of Parent Common Stock if such Parent Common Stock had been issued immediately prior to vote onsuch event or the record date therefor, among other things the General Meeting Shareholder Proposals and without regard to any subsequent determination made by the Board of Directors concerning the General Meeting Shareholder Proposals. The Board of Directors shall recommend to the Company’s shareholders that they vote in favor of the General Meeting Shareholder Proposals. In the event that the approval of the General Meeting Shareholder Proposals is not obtained at such annual shareholders’ meeting, the Company shall include a proposal to approve such proposals at each subsequent annual meeting of its shareholders, or at any special meeting of the holders of the Company’s capital stock called pursuant to clause (a) above, until such approval is obtainedas applicable. (c) In connection with the special shareholders’ meeting and each annual shareholders’ meeting described in clause (a) or