Common use of Certain Actions of the Board; Stockholders to Cooperate Clause in Contracts

Certain Actions of the Board; Stockholders to Cooperate. Notwithstanding the terms and provisions of Section 7.1, no action of the Company, which under the law of the state of incorporation of the Company would have required the prior approval of a majority of the Company’s stockholders, will be taken unless and until a meeting of the Board of Directors of the Company (as opposed to a committee thereof) has been called and convened (upon prior notice duly given in accordance with the bylaws of the Company) for the purpose of discussing such action. If at any time in the future the Board approves a plan to reorganize the Company as a Delaware corporation, each of the Stockholders agrees to vote or cause to be voted all of the shares beneficially owned or held of record by such Stockholder in favor of such reorganization so long as such reorganization does not involve a termination of or material reduction in the indemnification rights afforded by the Company to such Stockholder by contract or in its charter documents (not considering any differences in the laws of the Company’s pre- and post-reorganization jurisdiction of organization). Furthermore, if in the future the Board approves a plan to reorganize the Company preparatory to or in anticipation of a Public Offering, each of the Stockholders agrees to vote or cause to be voted all of the shares beneficially owned or held of record by such Stockholder in favor of such reorganization and further agrees to cooperate with the Company to accomplish such reorganization.