Common use of Mirror Voting Clause in Contracts

Mirror Voting. (a) At each annual or special meeting of the stockholders of Inspired at which a vote will be taken after the date of this Agreement, the LLC will timely vote such number of shares of Inspired’s common stock that are held by the LLC (collectively, the “Covered Shares”) as it may hold on the record date with respect to such meeting, or authorize a proxy or proxies to timely vote such shares, on each matter submitted to a vote of the stockholders at such meeting, in proportion to the votes of all of the other stockholders of Inspired represented in person or by proxy at such meeting with respect to such matter (i.e., mirror voting). In determining the vote of such other stockholders, abstentions or “broker non-votes” with respect to any matter shall not be deemed to have been voted with respect to such matter. (b) The LLC hereby agrees to provide to the transfer agent and registrar of the common stock of Inspired (the “Transfer Agent’) with such information, authorizations and directions as the Transfer Agent may reasonably request in order to effectuate the purposes of clause (a) above. (c) Nothing herein shall be deemed to bind a purchaser of the Covered Shares from the LLC following the transfer of such shares by the LLC in a bona fide sale transaction with a third party. The provisions of this Agreement shall continue to apply to the Covered Shares at all times, except as provided in the foregoing sentence of this paragraph 1(c) and in paragraph 2(n) hereof.

Mirror Voting. (a) At each annual or special meeting of the stockholders of Inspired at which a vote will be taken after the date of this Agreement, the LLC will timely vote such number of shares of Inspired’s common stock that are held by the LLC (collectively, the “Covered Shares”) as it may hold on the record date with respect to such meeting, or authorize a proxy or proxies to timely vote such shares, on each matter submitted to a vote of the stockholders at such meeting, in proportion to the votes of all of the other stockholders of Inspired represented in person or by proxy at such meeting with respect to such matter (i.e., mirror voting). In determining the vote of such other stockholders, abstentions or “broker non-votes” with respect to any matter shall not be deemed to have been voted with respect to such matter. (b) The LLC hereby agrees to provide to the transfer agent and registrar of the common stock of Inspired (the “Transfer Agent’) with such information, authorizations and directions as the Transfer Agent may reasonably request in order to effectuate the purposes of clause (a) above. (c) Nothing herein shall be deemed to bind a purchaser of the Covered Shares from the LLC following the transfer of such shares by the LLC in a bona fide sale transaction with a third party. The provisions of this Agreement shall continue to apply to the Covered Shares at all times, except as provided in the foregoing sentence of this paragraph 1(c) and in paragraph 2(n) hereof.