Common use of Shareholder Approval Clause in Contracts

Shareholder Approval. (a) It is the intent of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares.

Shareholder Approval. (a) It is As soon as reasonably practicable following the intent of the Shareholders that date hereof, Consumers shall take all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required action necessary in accordance with the Act or otherwiseExchange Act, the affirmative vote laws of the Shareholders Commonwealth of at least 75% Pennsylvania and its Articles of all issued Incorporation and outstanding Series A Preferred SharesBylaws to call and give notice of a meeting (the "Meeting") of its shareholders to consider and vote upon the approval and adoption of the Plan of Merger and for such other purposes as may be necessary or desirable. The Board of Directors of Consumers has unanimously determined that the Merger is advisable and in the best interests of the shareholders of Consumers and, subject to their fiduciary duties as advised by counsel, shall recommend without qualification of any nature that Consumers' shareholders vote to approve and adopt the Plan of Merger and any other matters to be submitted to Consumers' shareholders in connection therewith. The Board of Directors of Consumers shall use commercially reasonable efforts to solicit and secure from shareholders of Consumers such approval and adoption, subject to their fiduciary duties as advised by counsel, which efforts shall include causing Consumers to solicit shareholder proxies therefor and advising LaSalle promptly upon its request from time to time as to the status of the shareholder vote then tabulated. With regard to any shares of Consumers' Common Stock held by the ESOP, the Shareholders trustee of at least 75% the ESOP shall vote upon the approval and adoption of the Plan of Merger with regard to all issued such shares of Common Stock in accordance with the terms of the ESOP, Sections 404 and outstanding Series B Preferred Shares 406 of ERISA, and Section 4975 of the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”)Code. (b) For Consumers shall prepare and file with the avoidance SEC under the Exchange Act and the rules and regulations promulgated by the SEC thereunder within 15 days following the date hereof, a preliminary draft of doubtthe Proxy Statement. LaSalle and CAC shall cooperate with Consumers in the preparation and filing of the Proxy Statement and any amendments and supplements thereto. Neither the Proxy Statement nor any preliminary draft thereof shall be filed, Preferred Shareholder Approval Matters shall include: (i) any no amendment or change supplement thereto shall be made, nor shall any communication with the SEC be initiated, by Consumers, in each case, without prior consultation with LaSalle and their counsel and without first having sent such materials to LaSalle for its comments. Consumers will use commercially reasonable efforts to have any review of the rightsProxy Statement conducted by the SEC promptly. As soon as reasonably practicable following completion of any review by, preferencesor in the absence of such review, privileges or powers the termination of any applicable waiting period of, or the restrictions provided for SEC, Consumers shall cause to be mailed a definitive Proxy Statement to its shareholders entitled to vote on the benefit of, any class Plan of Preferred Shares; (ii) any action that authorizes, creates or issues any class of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesMerger.

Shareholder Approval. (a) It is The Company shall hold a shareholder meeting to approve the intent issuance of the Shareholders Shares pursuant to this Agreement as promptly as possible following the execution of this Agreement and use its best efforts to solicit such approval. The Company shall also use its best efforts to take all other actions and obtain all other consents or waivers necessary to enable it to consummate the transactions contemplated by this Agreement as promptly as possible following the execution of this Agreement, including ensuring that no state takeover law or anti-takeover provision of the Company is applicable to the transactions contemplated by this Agreement. In that regard, the Company shall prepare and file with the Securities and Exchange Commission (the "SEC") and all major decisions shall be made by the Board. To the extent that other appropriate governmental agencies a proxy statement and all other documents or amendments thereto required or necessary to solicit shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote issuance of the Shareholders of at least 75% of all issued Shares pursuant to this Agreement. The Company shall provide the Investors with an opportunity to review and outstanding Series A Preferred Shares, comment on such documents and amendments and correspondence to and from the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares SEC. The Company shall be required recommend to its shareholders that they approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change issuance of the rights, preferences, privileges or powers of, or Shares pursuant to this Agreement. From the restrictions provided for date of this Agreement until the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class earlier of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities issuance of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as Shares to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than Investors pursuant to this Agreement or other contractual rights the termination of this Agreement, the Company shall not solicit or negotiate any proposal, disclosure or communication to repurchase the Company of any Equity Securities held takeover proposal which would preclude the consummation of the transactions contemplated hereby or any alternative transaction to the transactions contemplated by this Agreement. The Company shall promptly notify the employees, directors or consultants Investors of any such actions taken by third parties. Softbank agrees to vote all its shares of Common Stock of the Company in favor of the transactions contemplated by this Agreement. The obligations of the Company and Softbank set forth in this Section 8 shall not be affected by the commencement, public proposal, public disclosure or its Subsidiaries upon termination of their employment or services or pursuant communication to the exercise Company by any third party of a contractual right of first refusal held any takeover proposal or any alternative transaction to the transactions contemplated by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharesthis Agreement.

Shareholder Approval. (a) It is As soon as practicable (and in any event no later than December 31, 2023), the intent Company shall duly call, give notice of, establish a record date for, convene and hold a special meeting of its shareholders, the date of such meeting which has been approved by the Initial Investors (the “Shareholders’ Meeting”), for the purpose of voting upon approval and adoption of (i) the increase in the number of authorized shares of Common Stock under the Articles of Incorporation to 3,000,000,000, (ii) the restoration of voting rights as provided pursuant to Subchapter 25G of the Shareholders that PBCL for all major decisions shall be made Common Stock of the Company acquired by the Board. To Purchasers or otherwise owned by the extent that shareholder Purchasers or any of their respective Affiliates which could be considered “control shares” under Subchapter 25G (the “Control-Share Voting Restoration”), and (iii) approval of the acquisition of equity securities of the Company by Purchasers or any matter is required of their respective Affiliates and the disposition of any equity security of the Company now or hereafter owned by the Purchasers or any of their respective Affiliates, in accordance with each case for purposes of Subchapter 25H of the Act or otherwisePBCL (the “Disgorgement Approval”, and the approvals contemplated by clauses (i) to (iii), collectively, the affirmative vote “Shareholder Approval”). The Company shall: (A) through its Board recommend to its shareholders the approval and adoption of the Shareholders increase in the number of at least 75% authorized shares of all issued and outstanding Series A Preferred SharesCommon Stock under the Articles of Incorporation to 3,000,000,000, the Shareholders Control-Share Voting Restoration and the Disgorgement Approval (the “Company Recommendation”); (B) include such Company Recommendation in the proxy statement delivered to shareholders; (C) use its best efforts to obtain the Shareholder Approval for the increase in the number of at least 75% authorized shares of all issued and outstanding Common Stock under the Articles of Incorporation to 3,000,000,000 and/or the issuance of the Common Stock, the Series B Preferred Shares Stock contemplated by this Agreement, the Control-Share Voting Restoration and the Shareholders Disgorgement Approval; and (D) take such other actions as may be reasonably requested by any Purchaser to restore or preserve their rights as to any equity securities owned by such Purchaser or any of at least 75% of all issued and outstanding Series C Preferred Shares its respective Affiliates under the PBCL. The Purchasers shall be required each vote to approve the matters listed in Section 4.2(b) below (the “Preferred approve, as applicable, each Shareholder Approval Matters”)at the Shareholders’ Meeting and not take any action or inaction to directly or indirectly delay or support any opposition to the Shareholder Approval. Neither the Board nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to a Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation. The Company shall adjourn or postpone the Shareholders’ Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, including the quorum necessary for voting on each item requiring the Shareholder Approval. The Company shall also, to the extent permitted by applicable Law, adjourn or postpone the Shareholders’ Meeting, if on the date of the Shareholders’ Meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the Shareholder Approval and, following such adjournment or postponement, the Company shall solicit proxies representing a sufficient number of shares to obtain such Shareholder Approval. Following the first of either such adjournment or postponement, if requested by the Initial Investors, the Company shall retain a nationally recognized proxy solicitor in connection with obtaining such Shareholder Approval. In addition, if determined by each Purchaser and the Company, the Shareholder Approval will include approval for a reverse stock split and all authorized share numbers will reflect such stock split if approved by the shareholders. (b) For In the avoidance of doubt, Preferred event that Shareholder Approval Matters shall include: (i) any amendment or change of is not obtained in full at the rightsShareholders’ Meeting, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or will be obligated to continue to seek the Shareholder Approval until it is obtained in full, including by calling special meetings of its Subsidiaries upon termination shareholders within sixty (60) days of their employment or services or pursuant to any shareholder meeting where the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesShareholder Approval was not obtained.

Shareholder Approval. (a) It is The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable following the intent of date upon which the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below Form F-4 becomes effective (the “Preferred Shareholder Approval MattersCompany Shareholders Meeting”) for the purpose of obtaining the Required Company Vote and, subject to Section 7.3(b), shall take all lawful action to solicit the approval of this Agreement by such shareholders. The board of directors of the Company shall recommend approval of this Agreement by the shareholders of the Company (the “Company Recommendation”) in the Proxy Statement/Prospectus and shall not directly or indirectly withdraw, amend or modify in any manner adverse to Parent such recommendation (a “Change in Company Recommendation”), except as and to the extent expressly permitted by Section 7.3(b). Notwithstanding any Change in Company Recommendation, this Agreement shall be submitted to the shareholders of the Company at the Company Shareholders Meeting for the purpose of approving this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligation. In addition to the foregoing, the Company shall not submit to the vote of its shareholders any Acquisition Proposal other than the Merger. (b) For Notwithstanding the avoidance foregoing, prior to the date of doubtthe Company Shareholders Meeting, Preferred Shareholder Approval Matters the Company and its board of directors shall includebe permitted to effect a Change in Company Recommendation if and only to the extent that: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares;it has complied in all material respects with Section 7.4, (ii) any its board of directors, based on the advice of its outside counsel, determines in good faith that failure to take such action that authorizesis reasonably likely to result in a violation of its fiduciary duties under applicable Law, creates or issues any class of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company;and (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of if the Company’s Equity Securities other than board of directors intends to effect a Change in Company Recommendation in relation to an Acquisition Proposal, (A) the Company’s board of directors has concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal after giving effect to all of the adjustments which may be offered by Parent pursuant to clause (C) below, (B) the Company has notified Parent, at least five (5) Business Days in advance, of its intention to effect a Change in Company Recommendation (the “Notice Period”), specifying the material terms and conditions of any such Superior Proposal (including the identity of the party making such Superior Proposal) and furnishing to Parent a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and other material documents and (C) during the Notice Period, and in any event, prior to effecting such a Change in Company Recommendation, the Company has negotiated, and has caused its financial and legal advisors to negotiate, with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement or other contractual rights so that such Acquisition Proposal ceases to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of constitute a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesSuperior Proposal.

Shareholder Approval. (a) It is The Company -------------------- agrees to include in the intent proxy statement to be disseminated to the shareholders of the Shareholders that all major decisions shall be made Company prior to the next annual meeting of the Company both (1) a resolution to confer voting rights to the shares of Common Stock issuable upon conversion of the Preferred Stock purchased by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued Purchaser hereunder and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities shares of Common Stock acquired by the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than Purchaser pursuant to this Agreement or other contractual rights the Shareholders' Agreement, except that the Company shall have no obligation to repurchase include in such shareholders' resolution any Equity Securities held by such shares of Common Stock that would entitle the employeesPurchaser and its associates, directors immediately upon acquisition of such shares, to exercise or consultants direct the exercise of the voting power of the Company in the election of its directors equal to one-third or its Subsidiaries upon termination more of their employment or services or all such voting power, and (2) a resolution approving the convertibility and conversion of the Preferred Stock to Common Stock as required pursuant to the exercise Part III, Section 5(i)(d) of a contractual right of first refusal held by the Company; and (v) any amendment Schedule D of the Charter Documents that would adversely affect the rights By-Laws of the Series A National Association of Securities Dealers, Inc. The Company shall use its best efforts to solicit from the shareholders of the Company eligible to vote on such resolutions proxies in favor of such resolutions and shall take all other action necessary or advisable to secure the vote of the shareholders required to approve such resolutions. In the event that such approval of the shareholders is not obtained at such annual meeting, the Company shall redeem the Preferred SharesStock in accordance with its terms. Except as expressly modified hereby, Series B Preferred Shares all provisions of the Agreement shall remain in full force and effect. This amendment supercedes all prior agreements, discussions or Series C Preferred Sharescorrespondence between the parties concerning the subject matter of said provisions. COBE LABORATORIES, INC. By: /s/ Ronald F. Plusk -------------------------- Ronald F. Plusk Vice President and Chief Financial Officer Agreed to by: REN Corporation - USA By: /s/ Jerome S. Tannenbaum -------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇nenbaum, M.D. Chairman of the Bo▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ecutive Officer AMENDMENT NO. 2 TO THE MAY 11, 1991 STOCK PURCH▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇, ▇ated as of March 17, 1992 (this "Amendment") to the Stock Purchase Agreement, dated as of May --------- 11, 1991, as amended by Amendment No. 1, dated May 24, 1991, between REN CORPORATION-USA, a Tennessee corporation (the "Company") and COBE LABORATORIES, INC., a Colorado ------- corporation (the "Purchaser"). ---------

Shareholder Approval. (a) It is the intent of the Shareholders that all major decisions The Company shall be made by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act duly call, give notice of, establish a record date for, convene and hold its annual or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below special shareholders’ meeting (the “Preferred Shareholders’ Meeting”), for the purpose of, among other matters: (i) voting upon approval and adoption of the amended and restated Certificate of Incorporation of the Company (the “Amended and Restated Certificate of Incorporation”), which shall, inter alia, authorize the issuance of (x) up to 2,000,000,000 shares of common stock, of which 200,000,000 shares of Common Stock shall be designated as Non-Voting Common Stock, 1,800,000,000 shares shall be designated as voting Common Stock, each par value $0.01 per share, and (y) 200,000,000 shares shall be designated as preferred stock, without par value, which shall contain such rights, privileges and designations as the Board may from time to time designate, of which the Board shall designate such number of shares as necessary as non-voting non-cumulative perpetual convertible preferred stock with a liquidation value of $9.00 per share and which shall be convertible into Non-Voting Common Stock and/or voting Common Stock, as applicable, at a per share conversion price of $0.75 per share, subject to adjustment as provided in the Amended and Restated Certificate of Incorporation; (ii) if applicable, voting upon such approval as may be required by the applicable rules of the Principal Trading Market for issuances of the Securities, including, without limitation, the issuance in excess of the Exchange Cap; and (iii) voting upon the approval of the Omnibus Equity Incentive Plan to provide equity-based incentives to directors, officers, employees and consultants of the Company (collectively, the “Shareholder Approval MattersApproval”). (b) For The Company shall: (A) through its Board recommend to its shareholders the avoidance approval and adoption of doubtthe Amended and Restated Certificate of Incorporation, Preferred the approval to effect issuances in excess of the Exchange Cap, as applicable and the approval of the Omnibus Equity Incentive Plan (collectively, the “Company Recommendations”); (B) include such Company Recommendations in the proxy statement delivered to shareholders; and (C) use its reasonable best efforts to obtain the Shareholder Approval. Neither the Board nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to a Purchaser, the Company Recommendations or take any action, or make any public statement, filing or release inconsistent with the Company Recommendations. The Company shall adjourn or postpone the Shareholders’ Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company shall also adjourn or postpone the Shareholders’ Meeting, if on the date of the Shareholders’ Meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the Shareholder Approval Matters and, following such adjournment or postponement, the Company shall include:use its reasonable best efforts to solicit proxies representing a sufficient number of shares to obtain the Shareholder Approval. Following the first of either such adjournment or postponement, if requested by a Purchaser, the Company shall retain a proxy solicitor reasonably acceptable to, and on terms reasonably acceptable to, such Purchaser in connection with obtaining the Shareholder Approval. (ic) any amendment or change After obtaining the Shareholder Approval, the Company shall as promptly as reasonably practical, file the Amended and Restated Certificate of Incorporation with the Secretary of State of the rightsState of Connecticut, preferences, privileges or powers of, or as required by applicable Law and provide each Purchaser a certificate from the restrictions provided for the benefit of, any class Secretary of Preferred Shares; (ii) any action that authorizes, creates or issues any class State of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with State of Connecticut evidencing that the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities Amended and Restated Certificate of Incorporation is in full force and effect as of a date within five (5) Business Days after the date of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesShareholders’ Meeting.

Shareholder Approval. (a1) It is The Borrower shall use its best efforts to obtain as soon as possible but in no event later than 90 days following the intent date of the Shareholders that all major decisions Loan Agreement or 120 days in the event the proxy materials shall be made reviewed by the Board. To the extent that Commission, shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote issuance of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Underlying Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”"SHAREHOLDER PROPOSAL"), which approval shall meet the requirements of Nasdaq's Rule 4350(i) of Nasdaq set forth in the NASD Manual (the "SHAREHOLDER APPROVAL DATE"). (b2) For As soon as practicable following the avoidance date of doubtthe Loan Agreement, Preferred but in no event more than 30 days following the date of the Loan Agreement, the Borrower shall prepare and file with the Commission proxy materials calling a special meeting (the "SPECIAL MEETING") of its shareholders seeking approval of the Shareholder Approval Matters Proposal. The Borrower shall include:use its reasonable best efforts to cause such proxy materials to reach the "no further comment" stage as soon as possible (the "CLEARANCE DATE") and to hold the Special Meeting as soon as possible following the Clearance Date, but in no event later than 45 days following the Clearance Date. (3) The Board of Directors shall recommend approval thereof by the Borrower's shareholders. The Borrower shall mail and distribute its proxy materials for the Special Meeting to its shareholders at least 30 days prior to the date of the Special Meeting and shall actively solicit proxies to vote for the Shareholder Proposal. The Borrower shall provide the Lenders an opportunity to review and comment on such proxy materials by providing (which may be by e-mail) copies of such proxy materials and any revised preliminary proxy materials to the Lenders at least three (3) days prior to their filing with the Commission. The Borrower shall provide the Lenders (which may be by e-mail) copies of all correspondence from or to the Commission or its staff concerning the proxy materials for the Special Meeting promptly after the same is sent or received by the Borrower and summaries of any comments of the Commission's staff which the Borrower receives orally promptly after receiving such oral comments. The Borrower shall (i) any amendment or change furnish to the Lenders and their counsel (which may be by e-mail) a copy of the rights, preferences, privileges or powers of, or the restrictions provided its definitive proxy materials for the benefit ofSpecial Meeting and any amendments or supplements thereto promptly after the same are first used, any class of Preferred Shares; mailed to shareholders or filed with the Commission, (ii) any action that authorizes, creates or issues any class inform the Lenders of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities progress of the Company; solicitation of proxies for such meeting and (iii) inform the Lenders of any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences adjournment of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares;Special Meeting and shall report the result of the vote of shareholders on the Shareholder Proposal at the conclusion of the Special Meeting. (iv4) If for any action that repurchasesreason the Shareholder Proposal is not approved at the Special Meeting, redeems the Borrower will take such additional acts or retires any actions as are necessary to hold an additional Special Meeting to consider the Shareholder Proposal and in conjunction therewith shall hire a nationally recognized proxy solicitation firm, selected by the Lenders which is reasonably satisfactory to the Borrower, to assist it in obtaining the necessary shareholder votes to approve the Shareholder Proposal. The Borrower shall bear all costs and expenses of the Company’s Equity Securities other than pursuant preparation and filing of any and all proxy materials and Special Meetings, including but not limited to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants costs and expenses of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharesproxy solicitation firm if needed.

Shareholder Approval. (a1) It is The Company shall use its best efforts to obtain as soon as possible but in no event later than 90 days following the intent date of the Shareholders that all major decisions Loan Agreement or 120 days in the event the proxy materials shall be made reviewed by the Board. To the extent that Commission, shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote issuance of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Underlying Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”"SHAREHOLDER PROPOSAL"), which approval shall meet the requirements of Nasdaq's Rule 4350(i) of Nasdaq set forth in the NASD Manual (the "SHAREHOLDER APPROVAL DATE"). (b2) For As soon as practicable following the avoidance date of doubtthe Loan Agreement, Preferred but in no event more than 30 days following the date of the Loan Agreement, the Company shall prepare and file with the Commission proxy materials calling a special meeting (the "SPECIAL MEETING") of its shareholders seeking approval of the Shareholder Approval Matters Proposal. The Company shall include:use its reasonable best efforts to cause such proxy materials to reach the "no further comment" stage as soon as possible (the "CLEARANCE DATE") and to hold the Special Meeting as soon as possible following the Clearance Date, but in no event later than 45 days following the Clearance Date. (3) The Board of Directors shall recommend approval thereof by the Company's shareholders. The Company shall mail and distribute its proxy materials for the Special Meeting to its shareholders at least 30 days prior to the date of the Special Meeting and shall actively solicit proxies to vote for the Shareholder Proposal. The Company shall provide the Holders an opportunity to review and comment on such proxy materials by providing (which may be by e-mail) copies of such proxy materials and any revised preliminary proxy materials to the Holders at least three (3) days prior to their filing with the Commission. The Company shall provide the Holders (which may be by e-mail) copies of all correspondence from or to the Commission or its staff concerning the proxy materials for the Special Meeting promptly after the same is sent or received by the Company and summaries of any comments of the Commission's staff which the Company receives orally promptly after receiving such oral comments. The Company shall (i) any amendment or change furnish to the Holders and their counsel (which may be by e-mail) a copy of the rights, preferences, privileges or powers of, or the restrictions provided its definitive proxy materials for the benefit ofSpecial Meeting and any amendments or supplements thereto promptly after the same are first used, any class of Preferred Shares; mailed to shareholders or filed with the Commission, (ii) any action that authorizes, creates or issues any class inform the Holders of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities progress of the Company; solicitation of proxies for such meeting and (iii) inform the Holders of any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences adjournment of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares;Special Meeting and shall report the result of the vote of shareholders on the Shareholder Proposal at the conclusion of the Special Meeting. (iv4) If for any action that repurchasesreason the Shareholder Proposal is not approved at the Special Meeting, redeems the Company will take such additional acts or retires any actions as are necessary to hold an additional Special Meeting to consider the Shareholder Proposal and in conjunction therewith shall hire a nationally recognized proxy solicitation firm, selected by the Holders which is reasonably satisfactory to the Company, to assist it in obtaining the necessary shareholder votes to approve the Shareholder Proposal. The Company shall bear all costs and expenses of the Company’s Equity Securities other than pursuant preparation and filing of any and all proxy materials and Special Meetings, including but not limited to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants costs and expenses of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharesproxy solicitation firm if needed.

Shareholder Approval. Unless (a) It the Trading Market notifies the Company that Shareholder Approval is not required for the intent issuance in full of all of the Shareholders that all major decisions shall be made by Underlying Shares (including the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued New Warrant) and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance Company provides the Purchasers with a written representation to such effect and that the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of doubtthe Debentures or exercising the Warrants pursuant to Section 2(d)(ii) of the Warrants, Preferred the Company shall use reasonable best efforts to obtain Shareholder Approval Matters for such issuance at its next annual meeting of the stockholders to be held not later than August 31, 2005 (the "2005 Annual Meeting"). If the Company does not obtain such Shareholder Approval at the Annual Meeting, the Company shall include: call a special meeting of stockholders every four months thereafter to seek such Shareholder Approval until the earlier of the date such Shareholder Approval is obtained or the Debentures are no longer outstanding. Additionally, until the earlier of (a) the date such Shareholder Approval is obtained or (b) the date that (i) any amendment or change the Trading Market notifies the Company that Shareholder Approval is not required for the issuance in full of all of the rights, preferences, privileges or powers of, or Underlying Shares (including the restrictions provided for the benefit of, any class of Preferred Shares; New Warrant) and (ii) any action the Company provides the Purchasers with a written representation to such effect and that authorizes, creates or issues any class the Purchasers are not limited from converting the Debentures pursuant to Section 4(c)(i) of the Company’s Debentures in full or any Subsidiary’s securities having preferences superior exercising the Warrants pursuant to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities Section 2(d)(ii) of the Company; Warrants in full, the Company shall not be permitted to issue any Common Stock or Common Stock Equivalents with an effective per share purchase price (iiiwhether at the time of such issuance or by virtue thereof at a later time) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as for less than $1.25, subject to dividends or assets senior to or pari passu with the preferences adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action Common Stock that repurchases, redeems or retires any occur after the date of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesAgreement.

Shareholder Approval. (a) It is the intent of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required First Mutual agrees to take, in accordance with applicable law and the Act First Mutual Articles and the First Mutual Bylaws, all action necessary to convene as soon as reasonably practicable a special meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by First Mutual’s stockholders for consummation of the Transaction (including any adjournment or otherwisepostponement, the affirmative “First Mutual Meeting”). Except with the prior approval of Washington Federal, no other matters shall be submitted for the approval of the First Mutual stockholders at the First Mutual Meeting. Subject to Section 6.02(b), the First Mutual Board shall at all times prior to and during such meeting recommend such approval and shall take all reasonable lawful action to solicit such approval by its stockholders and shall not (x) withdraw, modify or qualify in any manner adverse to Washington Federal such recommendation or (y) take any other action or make any other public statement in connection with the First Mutual Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and to the extent permitted by Section 6.02(b). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the stockholders of First Mutual at the First Mutual Meeting for the purpose of approving the Agreement and any other matters required to be approved by First Mutual’s stockholders for consummation of the Transaction. In addition to the foregoing, First Mutual shall not submit to the vote of its stockholders any Acquisition Proposal other than the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”)Merger. (b) For Notwithstanding the avoidance of doubtforegoing, Preferred Shareholder Approval Matters First Mutual and the First Mutual Board shall includebe permitted to effect a Change in Recommendation if and only to the extent that: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred SharesFirst Mutual shall have complied in all material respects with Section 6.08; (ii) any action the First Mutual Board, based on advice of its outside counsel, shall have determined in good faith that authorizes, creates or issues any class failure to do so would result in a violation of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company;its fiduciary duties under applicable law; and (iii) any action if the First Mutual Board intends to effect a Change in Recommendation following an Acquisition Proposal, (A) the First Mutual Board shall have concluded in good faith, after giving effect to all of the adjustments which may be offered by Washington Federal pursuant to clause (C) below, that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as such Acquisition Proposal constitutes a Superior Proposal, (B) First Mutual shall notify Washington Federal, at least five Business Days in advance, of its intention to dividends or assets senior effect a Change in Recommendation in response to or pari passu such Superior Proposal (including the identity of the party making such Acquisition Proposal) and furnish to Washington Federal a copy of the relevant proposed transaction agreements with the preferences party making such Superior Proposal and all other material documents, and (C) prior to effecting such a Change in Recommendation, First Mutual shall, and shall cause its financial and legal advisors to, during the period following First Mutual’s delivery of the Series A Preferred Sharesnotice referred to in clause (B) above, Series B Preferred Shares or Series C Preferred Shares; negotiate with Washington Federal in good faith for a period of up to five Business Days (ivto the extent Washington Federal desires to negotiate) any action that repurchases, redeems or retires any to make such adjustments in the terms and conditions of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights so that such Acquisition Proposal ceases to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of constitute a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesSuperior Proposal.

Shareholder Approval. (a) It is No later than one hundred twenty (120) days after the intent filing of the Shareholders that all major decisions Company’s annual report on Form 10-K with respect to the year ending December 31, 2022, the Company shall be made use commercially reasonable efforts to duly call, give notice of, establish a record date for, convene and hold an annual or special meeting of its shareholders (the “Shareholders’ Meeting”), for the purpose of, among other matters, voting upon approval and adoption of (i) the increase in the number of authorized shares of Common Stock under the Articles of Incorporation to 200,000,000, (ii) the issuance of the Common Stock contemplated by the Board. To this Agreement to the extent that shareholder approval of any matter is required in accordance with by NASDAQ Listing Rule 5635 and (iii) the Act or otherwiseNon-Voting Common Stock Amendment (collectively, the affirmative vote “Shareholder Approval”). The Company shall: (A) through its Board recommend to its shareholders the approval and adoption of the Shareholders increase in the number of at least 75% authorized shares of all issued Common Stock under the Articles of Incorporation to 200,000,000, issuance of the Common Stock contemplated by this Agreement to the extent required by NASDAQ Listing Rule 5635 and outstanding Series A Preferred Shares, the Shareholders Non-Voting Common Stock Amendment (the “Company Recommendation”); (B) include such Company Recommendation in the proxy statement delivered to shareholders; and (C) use its best efforts to obtain the Shareholder Approval for the increase in the number of at least 75% authorized shares of all issued Common Stock under the Articles of Incorporation to 200,000,000 and/or the issuance of the Common Stock and outstanding the Series B Preferred Shares and the Shareholders Stock contemplated by this Agreement including for purposes of at least 75% of all issued and outstanding Series C Preferred Shares NASDAQ Listing Rule 5635. The Purchasers shall be required each vote to approve the matters listed in Section 4.2(b) below (the “Preferred each Shareholder Approval Matters”)at the Shareholders’ Meeting and not take any action or inaction to directly or indirectly delay or support any opposition to the Shareholder Approval. Neither the Board nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to a Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation. The Company shall adjourn or postpone the Shareholders’ Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company shall also, to the extent permitted by applicable Law, adjourn or postpone the Shareholders’ Meeting, if on the date of the Shareholders’ Meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the Shareholder Approval and, following such adjournment or postponement, the Company shall solicit proxies representing a sufficient number of shares to obtain such Shareholder Approval. Following the first of either such adjournment or postponement, if requested by Castle Creek, the Company shall retain a nationally recognized proxy solicitor in connection with obtaining such Shareholder Approval. (b) For Notwithstanding anything to the avoidance contrary herein, if a material event, fact, circumstance, development or occurrence that is not known or reasonably foreseeable (or if known or reasonably foreseeable, the probability or magnitude of doubtconsequences of which were not known or reasonably foreseeable) to or by Board as of the date of this Agreement, Preferred which event, fact, circumstance, development or occurrence becomes known to or by Board prior to obtaining Shareholder Approval Matters shall include: (ian “Intervening Event”), the Board may (A) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class of fail to recommend to the Company’s shareholders that the Shareholder Approval be given or any Subsidiary’s securities having preferences superior fail to include the Company Recommendation in the proxy statement for the Shareholders’ Meeting, or pari passu (B) change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdraw or modify the Company Recommendation, if the Board shall have determined in good faith, after consultation with outside legal counsel, that, in light of the existence of such Intervening Event, the failure to take such action would be inconsistent with the Series A Preferred Sharesdirectors’ fiduciary duties under applicable Law. (c) After obtaining the Shareholder Approval with respect to the Non-Voting Common Stock Amendment, Series B Preferred Sharesthe Company shall as promptly as reasonably practical, Series C Preferred Shares, or any other securities file the Non-Voting Common Stock Amendment with the Department of State of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority Commonwealth of Pennsylvania, as to dividends or assets senior to or pari passu with required by applicable Law and provide each Purchaser a certificate from the preferences Department of State of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action Commonwealth of Pennsylvania evidencing that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesNon-Voting Common Stock Amendment has been validly filed.

Shareholder Approval. The Company agrees, so far as it lawfully may, and each of the Principal Shareholders shall severally procure, to the extent that it is able as a Shareholder, that the Company shall not from the date of this Agreement without the prior written consent of the holder(s) of a majority of the A Ordinary Shares19 then in issue (such consent not to be unreasonably withheld or delayed): (a) It pass any resolution or present any petition for the Company's winding up or liquidation or take any steps with a view to the Company entering into a company voluntary arrangement or administration or pass a resolution inviting a secured creditor to appoint an administrative receiver or receiver; unless in each case an [authorised insolvency practitioner] [and / or] [specialist insolvency legal adviser] shall have advised the Directors that [the Company is legally obliged to take such action by reason of having become insolvent] [it is appropriate to take such action in the intent of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”).circumstances]; (b) For issue or allot any share or other capital or reduce, convert, sub-divide, cancel, reorganise, or alter any rights attaching to, any Shares; (c) grant any share option or right to subscribe, acquire or convert into shares or implement or vary any share incentive, bonus or commission arrangement; (d) implement any share buy-back or other return of capital, other than in respect of any share buy-back or return of capital which is designed to return cash to Shareholders on an equal and proportionate basis relative to the avoidance number of doubtShares held by such Shareholders in the Company at such time; (e) approve any annual Business Plan in respect of any financial year commencing after the date of this Agreement (or any amendment to any such Business Plan); (f) register any transfer or allotment of shares except in accordance with this Agreement and the Articles; (g) form any subsidiary, Preferred Shareholder Approval Matters shall include:acquire or dispose of any [material] interest in any business or company, participate in any partnership, joint venture or 19 This assumes the PPF holds all or a majority of the A Ordinary Shares profit/revenue sharing arrangement or enter into any scheme of arrangement or merger; (h) re-register the Company as an unlimited company; (i) any amendment or change of alter the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred SharesCompany's Articles; (j) appoint or remove any Director (except where such appointment is made pursuant to Clause 5.4.2 or such removal is made pursuant to Clause 5.4.2 or as a result of the termination of a Director's appointment pursuant to any of paragraphs 20 (a) to (f) of the Articles); (k) cease, or make any material change in the nature or geographical location of the Business or the business of any other Group Company; (l) sell, transfer, lease, license or dispose of (otherwise than in the normal and ordinary course of trading) (i) all or a [substantial] part of its business, undertaking or assets; or (ii) the whole or a [substantial] part of its real property assets whether by a single transaction or series of transactions, related or not (including whether by licence or option); or (iii) any action that authorizes, creates asset other than on an arm's length basis; or issues (iv) any class asset to an Associate other than in the normal and ordinary course of trading and for fair market value; (m) [permit any material change in the Company's borrowings] [incur [(other than in the normal and ordinary course of trading)] any borrowings in excess of **] or create any Encumbrance upon or in respect of the whole or any [material] part of the Business or any of the Company’s 's material assets; (n) dispose of or out-license any intellectual property rights (otherwise than in the normal and ordinary course of trading); (o) enter into any transaction or arrangement outside the normal and ordinary course of trading of the Company directly or indirectly with any Associate, manager, Director or any Subsidiary’s securities having preferences superior to or pari passu with shareholder of the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Company or any other securities person who is connected to any of its Associates, managers, Directors or shareholders whether or not any person shall be party to such transaction or arrangement; (p) enter into any material or long-term agreement (including any mortgage or charge) which is not on an arm's length basis or is unusual, onerous or otherwise outside the normal and ordinary course of trading of the Company; (iiiq) make any action that reclassifies loan or provide any outstanding Equity Securities into Equity Securities having preferences surety or priority as to dividends security arrangement in respect of any loan or assets senior to or pari passu with third party obligation whatsoever (including in respect of any intra-group arrangements), otherwise than when arising in the preferences normal and ordinary course of trading of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesCompany; (ivr) make any payment otherwise than on an arm's length basis; (s) make any claim for or surrendering of losses for taxation purposes; (t) amend, vary or waive any provisions of, enter into, be in material breach of, fail to enforce, or terminate (or give notice to terminate) any employment arrangements (including any service agreements) of any person where such person is, or is to be, a Director or a manager where such aforementioned action that repurchases, redeems or retires any would have a material effect on the rights of the Company’s Equity Securities other than Pension Scheme Trustees or the PPF (as the case may be) pursuant to this Agreement or other contractual rights to repurchase otherwise; (u) increase the pay or emoluments (including pension contributions, bonuses and the money value of non-cash benefits) of any Equity Securities held Shareholder, Director or manager/or any of their Associates by a total sum representing more than the employeesrate of increase in the all items Retail Price Index; or (v) establish or terminate any profit sharing, directors bonus or consultants incentive scheme for any Shareholder, Director or manager of the Company or its Subsidiaries upon termination any of their employment Associates or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment variation of the Charter Documents that would adversely affect terms of such a scheme. For the rights purposes of this Clause 4.1 only, written consent shall include an e-mail sent from an authorised representative of the Series A Preferred SharesPension Scheme Trustees or the PPF (as the case may be) to an authorised representative of the Company or a Director. The authorised representative of the Pension Scheme Trustees or the PPF (as the case may be) shall have the right (at its discretion) to grant a single written consent under this Clause 4.1 to one or more future, Series B Preferred Shares planned matter(s) and event(s). Any such forward-looking consent shall be revocable (in whole or Series C Preferred Sharesin part) at any time (but not retrospectively).

Shareholder Approval. (a1) It is If required under applicable Nasdaq regulations, the intent Company shall use its best efforts to obtain as soon as possible but in no event later than 90 days following the date of the Shareholders that all major decisions Loan Agreement or 120 days in the event the proxy materials shall be made reviewed by the Board. To the extent that Commission, shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote issuance of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Underlying Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”"SHAREHOLDER PROPOSAL"), which approval shall meet the requirements of Nasdaq's Rule 4350(i) of Nasdaq set forth in the NASD Manual (the "SHAREHOLDER APPROVAL DATE"). (b2) For As soon as practicable following the avoidance date of doubtthe Loan Agreement, Preferred but in no event more than 30 days following the date of the Loan Agreement, the Company shall prepare and file with the Commission proxy materials calling a special meeting (the "SPECIAL MEETING") of its shareholders seeking approval of the Shareholder Approval Matters Proposal. The Company shall include:use its reasonable best efforts to cause such proxy materials to reach the "no further comment" stage as soon as possible (the "CLEARANCE DATE") and to hold the Special Meeting as soon as possible following the Clearance Date, but in no event later than 45 days following the Clearance Date. (3) The Board of Directors shall recommend approval thereof by the Company's shareholders. The Company shall mail and distribute its proxy materials for the Special Meeting to its shareholders at least 30 days prior to the date of the Special Meeting and shall actively solicit proxies to vote for the Shareholder Proposal. The Company shall provide the Holders an opportunity to review and comment on such proxy materials by providing (which may be by e-mail) copies of such proxy materials and any revised preliminary proxy materials to the Holders at least three (3) days prior to their filing with the Commission. The Company shall provide the Holders (which may be by e-mail) copies of all correspondence from or to the Commission or its staff concerning the proxy materials for the Special Meeting promptly after the same is sent or received by the Company and summaries of any comments of the Commission's staff which the Company receives orally promptly after receiving such oral comments. The Company shall (i) any amendment or change furnish to the Holders and their counsel (which may be by e-mail) a copy of the rights, preferences, privileges or powers of, or the restrictions provided its definitive proxy materials for the benefit ofSpecial Meeting and any amendments or supplements thereto promptly after the same are first used, any class of Preferred Shares; mailed to shareholders or filed with the Commission, (ii) any action that authorizes, creates or issues any class inform the Holders of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities progress of the Company; solicitation of proxies for such meeting and (iii) inform the Holders of any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences adjournment of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares;Special Meeting and shall report the result of the vote of shareholders on the Shareholder Proposal at the conclusion of the Special Meeting. (iv4) If for any action that repurchasesreason the Shareholder Proposal is not approved at the Special Meeting, redeems the Company will take such additional acts or retires any actions as are necessary to hold an additional Special Meeting to consider the Shareholder Proposal and in conjunction therewith shall hire a nationally recognized proxy solicitation firm, selected by the Holders which is reasonably satisfactory to the Company, to assist it in obtaining the necessary shareholder votes to approve the Shareholder Proposal. The Company shall bear all costs and expenses of the Company’s Equity Securities other than pursuant preparation and filing of any and all proxy materials and Special Meetings, including but not limited to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants costs and expenses of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharesproxy solicitation firm if needed.

Shareholder Approval. (a) It is “Shareholder Approval” means: the intent approval of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval holders of any matter is required in accordance with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class a majority of the Company’s outstanding voting Common Stock or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities a sufficient amount of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any holders of the Company’s Equity Securities Common Stock to satisfy the shareholder approval requirements for such action as provided in Nasdaq Rule 5635(e), to effectuate the transactions contemplated by this Agreement, the issuance of all of the Shares (including the Conversion Shares), issuance of the Commitment Shares, in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date (the “Exchange Cap”, of which at least 603,362 shares of Common Stock shall be allocated to the transactions contemplated by this Agreement), subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock). The Company shall hold a special meeting of shareholders within seventy-five (75) calendar days after the date of this Agreement 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 than management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting as often as possible thereafter to seek Shareholder Approval until the Shareholder Approval is obtained. Until such approval is obtained, the number of shares of Common Stock issued in the aggregate, pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants and upon conversion of the Debenture shall be limited to the Exchange Cap. The Company or its Subsidiaries upon termination shall not use the Exchange Cap for any other purpose except for the issuance of their employment or services or Common Stock pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment this Agreement and upon conversion of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesDebenture.

Shareholder Approval. (a) It is the intent of the Shareholders that The Company shall immediately take all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required action necessary to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class of increase the Company’s or any Subsidiary’s securities having preferences superior authorized shares of Common Stock to or pari passu with an amount sufficient to allow the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities Company to reserve the Required Reserve Amount for all the Warrants then outstanding. Without limiting the generality of the Company; foregoing sentence, as soon as practicable after the date of hereof, but in no event later than one hundred and twenty (iii120) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with days after the preferences of the Series A Preferred Sharesdate hereof, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or shall hold a meeting of its Subsidiaries upon termination stockholders for the approval to increase the amount of their employment or services or authorized shares of Common Stock to 550 million shares (“Shareholder Approval”), provided that the Company may obtain Shareholder Approval via written consent and the filing of an information statement pursuant to the requirements of the Exchange Act. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every four months thereafter to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained or the Debentures are no longer outstanding. Notwithstanding anything in the Transaction Documents to the contrary, until Shareholder Approval is obtained and deemed effective, each Purchaser shall be only entitled to convert its Debentures and/or exercise its Warrants up to an aggregate amount equal to the product of a contractual right 7,000,000 (subject to adjustment for reverse and forward stock splits and the like) (“Authorized Reserved”) multiplied by quotient obtained by dividing (x) the original principal amount of first refusal the Purchaser’s Debenture by (y) the aggregate original principal amount of all Debentures issued on the Closing Date under this Agreement (“Issuable Maximum”). Each Purchaser may allocate its pro-rata portion of the Issuable Maximum among Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the Company; and event a Purchaser (vor its permitted assign) no longer holds any amendment Debentures or Warrants and the amount of shares issued to such Purchaser pursuant the Purchaser’s Debentures and Warrants was less than the Purchaser’s pro-rata share of the Charter Documents Issuable Maximum. If prior to Shareholder Approval authorized shares become available for reservation that would adversely affect were not available on the rights date hereof, such authorized shares shall first be reserved for the issuance of shares underlying the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesDebentures and Warrants and accordingly the Authorized Reserved and each Purchaser’s Issuable Maximum shall increase proportionally.

Shareholder Approval. (a) It is As promptly as practicable, and in any event within two (2) Business Days, following the intent receipt of the ASL Approval, the Company shall obtain and deliver to Parent the written consents of its Shareholders that all major decisions shall be made by sufficient to achieve the Board. To Requisite Company Vote (the extent that shareholder approval of any matter “Written Consent”), which such Written Consent is required in accordance with the Act or otherwise, Company Charter Documents and the affirmative vote CGCL. The materials submitted to the Shareholders in connection with the receipt of the Shareholders Written Consent shall include the Company Board Recommendation and a definitive copy of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”)this Agreement. (b) For Within ten (10) Business Days of the avoidance receipt of doubtthe Written Consent, Preferred the Company shall prepare and mail a notice (the “Shareholder Approval Matters Notice”) to every Shareholder that did not execute the Written Consent. The Shareholder Notice shall include: (i) any amendment or change be a statement to the effect that the Company Board determined that the Mergers are advisable in accordance with Section 1200 of the rightsCGCL and in the best interests of the Shareholders and approved and adopted this Agreement, preferencesthe Mergers and the other transactions contemplated hereby, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizesprovide the Shareholders to whom it is sent with notice of the actions taken in the Written Consent, creates or issues any class including the approval and adoption of this Agreement, the Mergers and the other transactions contemplated hereby in accordance with Section 603 of the CGCL and the bylaws of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; and (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as notify such Shareholders of their dissent and appraisal rights pursuant to dividends or assets senior to or pari passu with the preferences Chapter 13 of the Series A Preferred SharesCGCL. The Shareholder Notice shall include therewith a copy of Sections 1300, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases1302, redeems or retires any 1303, and 1304 of the CompanyCGCL and all such other information as Parent shall reasonably request, and shall be sufficient in form and substance to start the thirty (30) day period during which a Shareholder must demand appraisal of such Shareholder’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held Shares as contemplated by the employees, directors or consultants Section 1301 of the Company or its Subsidiaries upon termination of their employment or services or pursuant CGCL. All materials submitted to the exercise of a contractual right of first refusal held by the Company; and (vShareholders in accordance with this Section 5.06(a) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharesshall be subject to Parent’s advance review and reasonable approval.

Shareholder Approval. (a) It is the intent of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required Company agrees to take, in accordance with the Act or otherwiseapplicable Law, the affirmative Articles of Incorporation of Company and the Bylaws of Company, all action necessary to convene a meeting of its shareholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by Company’s shareholders in order to permit consummation of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Sharestransactions contemplated by this Agreement (including any adjournment or postponement, the Shareholders “Company Meeting”) and, subject to Section 5.10 of at least 75% this Agreement, shall take all lawful action to solicit shareholder approval, including by communicating to its shareholders the Company board of all issued directors’ recommendation (and outstanding Series B Preferred Shares including such recommendation in the Proxy Statement) that the shareholders approve this Agreement and the Shareholders transactions contemplated hereby (the “Company Board Recommendation”). However, subject to Section 5.10, Section 7.01 and Section 7.02, as applicable, if the board of directors of Company, in response to (1) a Company Intervening Event or (2) a Company Superior Proposal, in each case, after consultation with its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would be inconsistent with its fiduciary duties under applicable Law to continue to make the Company Board Recommendation, then, prior to the receipt of the Requisite Company Shareholder Approval, the board of directors of Company may withhold or withdraw or modify or qualify in a manner adverse to Buyer the Company Board Recommendation or may submit this Agreement and the Merger to its shareholders without recommendation (a “Company Adverse Recommendation Change”). Notwithstanding any Company Adverse Recommendation Change, unless this Agreement has been terminated pursuant to Section 7.01 of this Agreement or Company determines in good faith, after consultation with its outside counsel and, with respect to financial matters, its financial advisor, that it would be inconsistent with its fiduciary duties under applicable Law, Company shall submit this Agreement to its shareholders for their consideration at least 75% the Company Meeting. In the event that there is present at the Company Meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Company Shareholder Approval, Company shall not adjourn or postpone the Company Meeting unless Company, after consultation with its outside counsel, determines that failure to do so would reasonably be likely to result in a breach of all issued applicable Law. Company shall keep Buyer updated with respect to the proxy solicitation results in connection with the Company Meeting as reasonably requested by B▇▇▇▇. Company shall postpone or adjourn the Company Meeting, if, (x) as of the time for which such meeting is originally scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or (y) if on the date of such meeting, Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Shareholder Approval, or (z) after consultation with Buyer, to allow reasonable additional time for mailing of any supplemental or amended disclosure which Company’s board of directors has determined in good faith, after consultation with outside counsel, is necessary or advisable under applicable Law and outstanding Series C Preferred Shares for such supplemental or amended disclosure to be disseminated and reviewed by Company’s shareholders prior to the Company Meeting. Company shall only be required to approve postpone or adjourn the matters listed Company Meeting two (2) times, for aggregate postponements or adjournments not exceeding thirty (30) calendar days, pursuant to the immediately preceding sentence of this Section 5.05(a) and any further postponements or adjournments of the Company Meeting pursuant to such sentence (other than as provided in Section 4.2(bclause (z)) below (shall require the “Preferred Shareholder Approval Matters”)prior written consent of Buyer. (b) For the avoidance of doubt, Preferred Shareholder Approval Matters Company shall include: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class of the Company’s or any Subsidiary’s securities having preferences superior use its reasonable best efforts to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of cause the Company or its Subsidiaries upon termination of their employment or services or pursuant Meeting to occur as soon as reasonably practicable after the exercise of a contractual right of first refusal held by Registration Statement has been declared effective, but in any event, the Company; and Company Meeting shall occur no later than sixty (v60) any amendment of days after the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesRegistration Statement has been declared effective.

Shareholder Approval. (a) It is If prior to Shareholder Approval being received, the intent Trust terminates (i) the employment of ▇▇▇▇▇▇▇▇▇▇ or ▇▇▇ (other than in each case for “Cause,” as defined in the applicable Employment Agreement) or (ii) the Contribution Agreement (other than as permitted pursuant to Section 10 thereof), then the Trust will within five business days of the Shareholders that all major decisions shall be made by termination date reimburse Paragon for its reasonable out-of-pocket expenses, and at Paragon’s option, either issue 104,000 Class A Convertible Preferred Shares of the Board. To the extent that Trust to Paragon (such issuance subject to shareholder approval if required), or pay a termination fee of any matter is required in accordance with the Act or otherwise, the affirmative vote Twenty-Five Thousand Dollars ($25,000.00). The value of the Shareholders of at least 75% of all issued and outstanding Series Class A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Convertible Preferred Shares and issued or any amount paid in cash pursuant to this Section 1(a) will be deducted from any amounts payable pursuant to Section 6.4(b) of the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”)Contribution Agreement. (b) For the avoidance of doubt, Preferred If Shareholder Approval Matters shall include: is not received by December 31, 2003, (i) any amendment or change each of ▇▇▇▇▇▇▇▇▇▇’▇ and Dee’s employment will continue pursuant to the terms of the rightsrespective Employment Agreements except as set forth in clause (iii) below, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizesParagon will receive, creates or issues any class subject to shareholder approval, if required, 104,000 Class A Cumulative Convertible Preferred Shares of the Company’s or any Subsidiary’s securities having preferences superior Trust and Paragon and the Trust will enter into a new restricted share agreement governing such shares and containing terms substantially similar to or pari passu with those in the Series A Preferred Sharesrespective Restricted Share Agreements, Series B Preferred Sharessubject to shareholder approval, Series C Preferred Sharesif required, or any other securities of the Company; and (iii) ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇ may each devote time to other businesses, including other entities engaged primarily in the ownership and/or management of real estate, without approval of the Board. (c) If Shareholder Approval is not received by December 31, 2003, ▇▇▇▇▇▇▇▇▇▇ and Dee will retain all of their rights as set forth in the Restricted Share Agreement subject to shareholder approval to be obtained at a later date, except that any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences rights to receive shares under the Restricted Share Agreement will be reduced by the number of shares issued under this Agreement. (d) If ▇▇▇▇▇▇▇▇▇▇ or priority as to dividends or assets senior to or pari passu ▇▇▇ terminates employment with the preferences Trust (other than in each case for “Good Reason,” as defined in the applicable Employment Agreement) or (ii) if Hampton terminates the Contribution Agreement (other than as permitted pursuant to Section 10 thereof), then Hampton will within five business days of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; termination date reimburse the Trust for its reasonable out-of-pocket expenses and pay a termination fee of Twenty-Five Thousand Dollars (iv$25,000.00) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesTrust.

Shareholder Approval. (a) It is Solely in the intent of event that the Shareholders Company determines that all major decisions shall be made by the Board. To the extent that shareholder approval of any matter it is required in order to permit the full conversion of the Debentures (including in connection with the payment of interest thereon) or the full exercise of the Warrants issued pursuant to this Agreement into shares of Common Stock in accordance with applicable listing rules of the Act or otherwisePrincipal Market (the “Shareholder Approval”), the affirmative vote Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) as soon as reasonably practicable, but in no event later than January 31, 2016, for the purpose of obtaining Shareholder Approval, with the recommendation of the Shareholders 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. If the Company does not obtain Shareholder Approval at least 75the 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 Debentures are no longer outstanding. Each Purchaser 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 Debentures or exercise of any 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 19.99% of all the issued and outstanding Series A Preferred Shares, Common Stock of the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”)Company. (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change Section 4.19 of the rightsPurchase Agreement is hereby amended by adding the following text at the end thereof: “Notwithstanding the foregoing, preferenceshowever, privileges the provisions of Section 4.19 shall not apply to any change in the Chief Executive Officer of the Company that is made in connection with any mergers, acquisitions or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class other transaction resulting in a change in control of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with , which are approved by a majority of the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities disinterested directors of the Company;.” (iiic) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority The definition of Filing Date in the RRA is hereby amended and restated in its entirety to read as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares.follows:

Shareholder Approval. (a) It is the intent The Company shall provide each shareholder entitled to vote at a special or annual meeting of shareholders of the Shareholders that all major decisions Company (the “Shareholder Meeting”), which meeting shall be made held no later than June 15, 2011 (the “Shareholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Board. To Buyers and each of their counsel at the extent that shareholder expense of the Company, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (the “Resolutions”) (x) (i) permitting adjustments to the Exercise Price (as defined in the Series A Warrants and the Series C Warrants) below the Floor Price (as defined in the Series A Warrants and the Series C Warrants) and the issuance of any matter is required resulting additional shares of Common Stock issued thereunder, (iii) making the Exchange Cap (as defined in the Notes) inapplicable with respect to issuances of Common Stock in excess thereof, (iii) eliminating any floor price in any of the warrants held by any of the Buyers, all in accordance with applicable law and the Act or otherwiserules and regulations of Principal Market, (y) amending the Articles of Incorporation to authorize 500,000,000 shares of Common Stock and (z) authorizing up to a 1 for 10 reverse stock split of the Common Stock (such reverse stock split is referred to herein as the “Reverse Stock Split”) (such affirmative approval of all of clauses (x), (y) and (z) is referred to herein as the “Shareholder Approval”), and the Company shall use its best efforts to solicit its shareholders’ approval of the Resolutions (which efforts shall include, without limitation, the affirmative vote requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, Company to recommend to the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and shareholders that they approve the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares Resolutions. The Company shall be required obligated to approve seek to obtain the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For by the avoidance of doubtShareholder Meeting Deadline. If, Preferred Shareholder Approval Matters shall include: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class of despite the Company’s best efforts the Shareholder Approval is not obtained on or any Subsidiary’s securities having preferences superior 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. Until Shareholder Approval is obtained, the Company shall not, directly or pari passu indirectly, issue or sell, or, in accordance with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities Section 2 of the Company; Warrants, be deemed to have issued or sold, any shares of Common Stock (iiiother than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu for consideration per share (determined in accordance with the preferences Section 2 of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (ivWarrants) less than the Floor Price at any action that repurchases, redeems or retires time while any of the CompanyNotes or Warrants are outstanding without the prior written consent of each Buyer, which consent may be granted or withheld in each Buyer’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharessole discretion.

Shareholder Approval. (a) It is Under the intent VSCA and the Company's Articles of Incorporation, the approval of the Shareholders that all major decisions shall be made by Board of Directors of the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwise, Company and the affirmative vote of the Shareholders holders of at least 75% a majority of all issued the outstanding Shares are required to adopt and outstanding Series A Preferred Sharesapprove the Merger Agreement and the transactions contemplated thereby. The Company has represented in the Merger Agreement that the execution and delivery of the Merger Agreement by the Company and the consummation by the Company of the transactions contemplated by the Merger Agreement, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares Option Agreement and the Shareholders Agreement have been duly authorized by all necessary corporate action on the part of at least 75% the Company, subject to the approval of all issued the Merger by the Company's shareholders in accordance with the VSCA. In addition, the Company has represented that the affirmative vote of the holders of a majority of the outstanding shares of Common Stock is the only vote of the holders of any class or series of the Company's capital stock which is necessary to approve the Merger Agreement and outstanding Series C Preferred Shares shall the transactions contemplated thereby, including the Merger. Therefore, unless the Merger is consummated pursuant to the short-form merger provisions under the VSCA described below (in which case no further corporate action by the shareholders of the Company will be required to approve complete the matters listed in Section 4.2(b) below (Merger), the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change only remaining required corporate action of the rights, preferences, privileges or powers ofCompany will be the approval of the Merger Agreement and the transactions contemplated thereby by the affirmative vote of the holders of a majority of the shares of Common Stock. The Merger Agreement provides that Parent will vote, or cause to be voted, all of the restrictions provided for Shares then owned by Parent, the benefit ofPurchaser or any of Parent's other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of the Merger Agreement. In the event that the Minimum Condition is satisfied, the Purchaser will have sufficient voting power to cause the approval of the Merger Agreement and the transactions contemplated thereby without the affirmative vote of any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class other shareholders of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares.

Shareholder Approval. (a) It is the intent The Company shall call and hold an annual or special meeting of the Shareholders that its shareholders on or before October 5, 2023 and make all major decisions shall be made necessary filings required by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwiseNasdaq, the affirmative vote of the Shareholders of at least 75% of all issued applicable federal securities laws and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: Delaware law to: (i) any amendment or change obtain the consent of the rights, preferences, privileges or powers of, or shareholders of the restrictions provided Company pursuant to Nasdaq Listing Rules 5635(b) for the benefit of, any class issuance of Preferred Shares; (ii) any action that authorizes, creates or issues any class shares of the Company’s or any Subsidiary’s securities having preferences superior Common Stock (i) upon the conversion of certain convertible debentures that have been issued to or pari passu the Buyer pursuant to (a) the Securities Purchase Agreement entered into with the Series A Preferred SharesBuyer on June 30, Series B Preferred Shares2023 (the “June SPA”), Series C Preferred Sharesand (b) the Securities Purchase Agreement entered into with the Buyer on August 2, or any other securities 2023 (the “August SPA”), (ii) upon the exercise of warrants issued pursuant to the Company; June SPA and the August SPA, and (iii) any action if the Buyer chooses to exercise one or both options to purchase additional convertible debentures and warrants under the June SPA and the August SPA, respectively, pursuant to the conversion of such convertible debentures and/or upon the exercise of such warrants that reclassifies any outstanding Equity Securities into Equity Securities having preferences may be issued upon exercise of one or priority as to dividends or assets senior to or pari passu with both options (such consent, “Shareholder Approval”), (ii) obtain the preferences consent of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any shareholders to amend the Pre-Paid Advance Agreement to provide for a Floor Price of $0.10 per share; the recommendation of the Company’s Equity Securities other than pursuant Board of Directors shall be to this Agreement or other contractual rights to repurchase any Equity Securities held by vote in favor of each such proposal, and the employees, directors or consultants Company shall solicit proxies from its shareholders in connection therewith and management-appointed proxyholders shall vote their proxies in favor of each such proposal. Upon Shareholder Approval of the proposals, the Company shall implement the reduction of the Floor Price in respect of the Pre-Paid Advance Agreement and the Convertible Debentures. The Company further covenants that by October 5, 2023 it shall increase or its Subsidiaries upon termination have the necessary amount of their employment or services or issued and authorized Common Stock in order to issue Common Stock to the Buyer pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesConvertible Debentures.

Shareholder Approval. The Company shall promptly submit this Agreement and the transactions contemplated hereby to its Shareholders for approval and adoption as provided by Minnesota Law and the articles of incorporation and bylaws of the Company. Such submission, and any proxy or consent in connection therewith, (ai) It is shall include a solicitation of the intent approval of the holders of Company Common Stock and (ii) shall specify that adoption of this Agreement shall constitute approval by the Shareholders of: (A) the escrow and indemnification obligations of the Shareholders that all major decisions shall set forth in Article VIII hereof and the deposit of cash equal to the Escrow Amount into the Escrow Fund and (B) in favor of the appointment of ▇▇▇▇ ▇. ▇▇▇▇▇ as Stockholder Representative, under and as defined in this Agreement. Any materials to be made by submitted to the Board. To the extent that shareholder approval of any matter is required Company’s Shareholders in accordance connection with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued Merger and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below this Agreement (the “Preferred Shareholder Approval MattersSoliciting Materials”). (b) For shall be subject to review and approval by Parent and shall include information regarding the avoidance Company, the terms of doubtthe Merger and this Agreement, Preferred Shareholder Approval Matters and the unanimous recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement. Anything to the contrary contained herein notwithstanding, the Company shall include: not include in the Soliciting Materials any information with respect to Parent or its affiliates or associates, the form and content of which shall not have been approved by Parent prior to such inclusion. The Company shall use its best efforts to obtain the consent of its Shareholders sufficient to (i) any amendment or change of approve the rightsMerger and this Agreement, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class constitute a majority of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Sharesoutstanding shares of Company Common Stock, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; and (iii) any action enable the Closing to occur as promptly as practicable. The Company shall give Shareholders sufficient notice such that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as no Shareholder will be able to dividends or assets senior exercise appraisal rights if such Shareholder has not perfected such appraisal rights prior to or pari passu with the preferences Closing pursuant to Sections 302A.471 and 302A.473 of the Series A Preferred SharesMinnesota Corporations Business Act. In addition, Series B Preferred Shares the Company shall promptly submit for approval by its Shareholders by the requisite vote any payments or Series C Preferred Shares; (iv) any action benefits that repurchases, redeems or retires any may not be deductible by reason of Section 280G of the Company’s Equity Securities other than pursuant Code with such approval to this Agreement or other contractual rights to repurchase any Equity Securities held by be obtained in a manner which meets the employees, directors or consultants approval of Parent and in a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Company Code and the proposed Treasury Regulations thereunder, including Q&A-7 of Section 1.280G-1 of such proposed regulations, or, in the absence of such shareholder approval, none of those payments or its Subsidiaries upon termination of their employment benefits shall be paid or services or provided, pursuant to the exercise waivers of a contractual right of first refusal held those payments and benefits to be executed by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharesaffected individuals in form and substance reasonable satisfactory to Parent.

Shareholder Approval. The Company shall either (ax) It is if the intent Company shall have obtained the prior written consent of the Shareholders that all major decisions requisite shareholders (the “Shareholder Consent”) to obtain the Shareholder Approval (as defined below), inform the shareholders of the Company of the receipt of the Shareholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the seventy-fifth (75th) calendar day after the Initial Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 90 calendar days after the Initial Closing), an information statement with respect thereto or (y) provide each shareholder entitled to vote at a meeting of shareholders of the Company (the “Shareholder Meeting”), which shall be made promptly called and held not later than the seventy-fifth (75th) calendar day after the Initial Closing Date (the “Shareholder Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to the Buyers and ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP incurred in connection therewith in an amount not to exceed $5,000. The proxy statement, if any, shall solicit each of the Company’s shareholders’ affirmative vote at the Shareholder Meeting for approval of resolutions (“Shareholder Resolutions”) providing for the approval of (x) a reverse stock split of the issued and outstanding shares of Common Stock as determined by the Boardboard of directors of the Company in a ratio of no less than 1:10 and no more than 1:100 and (y) 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 set forth in the Notes or Warrants, respectively, assuming all Additional Notes have been issued hereunder and all adjustments with respect to such issuances shall have been made to the Warrants, as applicable) (such affirmative approval being referred to herein as the “Shareholder Approval”, and the date such Shareholder Approval is obtained, the “Shareholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its shareholders’ approval of such resolutions and to cause the Board of Directors of the Company to recommend to 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 obtained by such Shareholder Approval Date, the Company shall adjourn and reconvene the Shareholder Meeting at least as often as every sixty (60) calendar days thereafter until such Shareholder Approval is obtained, but in no event later than One Hundred and Thirty-fifth (135th) calendar day after the Initial Closing Date. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwise, Company obtains the affirmative vote of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For through the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class written consent of the Company’s or any Subsidiary’s securities having preferences superior shareholders, solely for purposes of issuance of the First Additional Mandatory Closing Notice, Shareholder Approval shall be deemed to or pari passu have been received upon the mailing of the definitive information statement to the shareholders pursuant to Regulation 14C of the 1934 Act with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesSEC.

Shareholder Approval. (a) It is Following the intent execution of the Shareholders that all major decisions this Agreement, Level One shall be made by the Board. To the extent that shareholder approval of any matter is required take, in accordance with applicable law and its Articles of Incorporation and Bylaws, all action necessary to convene a meeting of its shareholders as promptly as practicable (and in any event within forty-five (45) days following the Act time when First Merchants notifies Level One that the Registration Statement has been declared effective, subject to extension with the consent of First Merchants, which shall not unreasonably be withheld, conditioned or otherwisedelayed) to consider and vote upon the approval of this Agreement and any other matter required to be approved by the shareholders of Level One in order to consummate the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the affirmative vote of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval MattersMeeting”). (b) For Subject to Section 7.5 hereof, Level One shall cooperate with First Merchants in the avoidance preparation of doubtthe “Registration Statement” (as defined below) and use its reasonable best efforts to obtain the requisite vote of Level One’s shareholders to approve this Agreement and to consummate the Merger and the other transactions contemplated hereby, Preferred and shall ensure that the Shareholder Approval Matters Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Level One in connection with the Shareholder Meeting are solicited in compliance with the Michigan Business Corporation Act, the Articles of Incorporation and Bylaws of Level One, and all other applicable legal requirements. Level One shall include: keep First Merchants updated with respect to the proxy solicitation results in connection with the Shareholder Meeting as reasonably requested by First Merchants. In connection with the Proxy Statement, Level One will obtain the opinion of Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ LLP, tax counsel to Level One, that (i) any amendment or change the Merger will qualify as a reorganization within the meaning of Section 368(a) of the rightsCode; each of Level One and First Merchants will be a party to such reorganization within the meaning of Section 368(b) of the Code; and no gain or loss will be recognized by holders of Level One Common Stock upon the receipt of shares of First Merchants Common Stock in exchange for their shares of Level One Common Stock, preferences, privileges or powers of, or except to the restrictions provided for extent of any cash consideration received in the benefit of, Merger and any class cash received in lieu of Preferred Shares; fractional shares of First Merchants Common Stock; and (ii) any action Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ LLP confirms that authorizes, creates or issues any class the discussion contained in the Registration Statement under the caption “Material Federal Income Tax Consequences of the CompanyMerger” subject to the limitations, qualifications and assumptions described therein, constitutes its opinion of the material federal income tax consequences of the Merger to a stockholder who holds shares of Level One Common Stock as a capital asset. (c) Subject to Section 7.5 hereof, Level One’s or any SubsidiaryBoard of Directors shall recommend that Level One’s securities having preferences superior shareholders vote to or pari passu with approve this Agreement and the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or transactions contemplated hereby (including the Merger) and any other securities matters required to be approved by Level One’s shareholders for consummation of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with Merger and the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharestransactions contemplated hereby.

Shareholder Approval. (aNo bonuses shall be paid under the Plan unless and until the Company's shareholders shall have approved the Plan and the performance goals as required by Section 162(m) It is the intent of the Shareholders Code. The Plan will be in effect from the time of shareholder approval to the tenth anniversary of the date of such approval. If the Plan is amended in any way that all major decisions changes the material terms of the Plan's performance goals, including by materially modifying the performance goals, increasing the maximum bonus payable under the Plan or changing the Plan's eligibility requirements, the Plan shall be made resubmitted to the Company's shareholders for approval as required by Section 162(m) of the Code. * * * * I hereby certify that the foregoing Plan was duly approved by the BoardBoard of Directors of IDEX Corporation effective November 28, 2000. To Executed on this ____ day of ___________, 2001. ------------------------------------------ Secretary 1‌ 2001 STOCK PLAN FOR OFFICERS OF IDEX CORPORATION IDEX Corporation, a Delaware corporation (the extent that shareholder "Company"), by resolution of its Board of Directors, on January 23, 2001 approved the 2001 Stock Plan for Officers of IDEX Corporation (the "Original Plan"), subject to approval of any matter is required in accordance with the Act or otherwiseCompany's shareholders. The purposes of this Plan are as follows: (1) To further the growth, the affirmative vote development and financial success of the Shareholders Company by providing additional incentives to certain of at least 75% its Officers who have been or will be given responsibility for the management or administration of all issued the Company's business affairs, by assisting them to become owners of the Company's Common Stock and outstanding Series A Preferred Sharesthus to benefit directly from its growth, the Shareholders of at least 75% of all issued development and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”)financial success. (b2) For To enable the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change Company to obtain and retain the services of the rights, preferences, privileges or powers of, or type of managerial employees considered essential to the restrictions provided for long-range success of the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class Company by providing and offering them an opportunity to become owners of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; 's Common Stock under options and/or deferred compensation awards (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase Plan and any Equity Securities held by Deferred Compensation Plans that permit deferrals into accounts distributable in Common Stock after the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharesdeferral period).

Shareholder Approval. (a) It is Under the intent HBCA, the approval of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwise, Company Board and the affirmative vote of the Shareholders holders of at least 75% a simple majority of the outstanding Shares are required to adopt and approve the Merger Agreement and the transactions contemplated thereby. The Merger Agreement, however, requires that the Purchaser acquire a simple majority of all issued and of the outstanding Series A Preferred Shares not already owned by Purchaser or its affiliates. This condition may be waived by Purchaser or Parent after consultation with the Special Committee if Purchaser has acquired a simple majority of the outstanding Shares, including those previously owned by Purchaser or its affiliates. The Company has represented in the Shareholders Merger Agreement that the execution and delivery of at least 75% of all issued and outstanding Series B Preferred Shares the Merger Agreement by the Company and the Shareholders consummation by the Company of at least 75% the transactions contemplated by the Merger Agreement have been duly authorized by all necessary corporate action on the part of all issued and outstanding Series C Preferred Shares shall the Company, subject to the approval of the Merger by the Company's shareholders in accordance with the HBCA. Therefore, unless the Merger is consummated pursuant to the short-form merger provisions under the HBCA as described below (in which case no further corporate action by the shareholders of the Company will be required to approve complete the matters listed in Section 4.2(b) below (Merger), the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change only remaining legally required corporate action of the rightsCompany will be the approval of the Merger Agreement and the transactions contemplated thereby by the affirmative vote of the holders of a simple majority of the Shares. SHORT-FORM MERGER. Section 415-75.5 of the HBCA provides that, preferencesif a corporation owns at least 90% of the outstanding shares of each class of two or more subsidiary corporations, privileges the corporation holding such shares may merge such corporations together without any action or powers of, vote on the part of the boards of directors or the restrictions provided for shareholders of either corporation (a "short-form merger"). If Purchaser acquires in the benefit ofaggregate at least 90% of the outstanding Shares, pursuant to the Offer or otherwise, then, at the election of Parent, a short-form merger could be effected without any class approval of Preferred Shares; (ii) any action that authorizes, creates the Company Board or issues any class the shareholders of the Company’s or any Subsidiary’s securities having preferences superior , subject to or pari passu compliance with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities provisions of Section 415-75.5 of the Company; (iii) HBCA. Even if Purchaser does not own 90% of the outstanding Shares following consummation of the Offer, Purchaser may extend the Offer for a subsequent offering period and seek to purchase additional Shares in order to reach the 90% threshold, permitting Parent to employ a short-form merger. Alternately, Purchaser could seek to purchase enough Shares to acquire 90% of the Shares without extending the Offer. The per Share consideration paid for any action Shares acquired in market or private transactions following the Offer may be greater or less than that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as paid in the Offer. Parent presently intends to dividends or assets senior effect a short-form merger if permitted to or pari passu do so under the HBCA. APPRAISAL RIGHTS. Holders of Shares do not have appraisal rights in connection with the preferences Offer. However, if the Merger is consummated, holders of Shares at the Effective Time of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any Merger who do not vote in favor of the Company’s Equity Securities Merger Agreement will have the right to dissent and demand appraisal of, and receive payment in cash of the fair value of, their Shares outstanding immediately prior to the Effective Time of the Merger in accordance with Section 415-81 of the HBCA. Under the HBCA, dissenting shareholders who comply with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such fair value in cash. Any such judicial determination of fair value of the Shares could be based upon factors other than pursuant or in addition to this Agreement or other contractual rights the price per Share to repurchase any Equity Securities held by be paid in the employees, directors or consultants Offer and the Merger and the market value of the Company Shares. Shareholders should recognize that the value so determined could be higher or its Subsidiaries upon termination of their employment or services or lower than the price per Share to be paid pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series Offer. THE FOREGOING SUMMARY OF THE RIGHTS OF DISSENTING SHAREHOLDERS UNDER THE HBCA DOES NOT PURPORT TO BE A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesCOMPLETE STATEMENT OF THE PROCEDURES TO BE FOLLOWED BY SHAREHOLDERS DESIRING TO EXERCISE ANY APPRAISAL RIGHTS AVAILABLE UNDER THE HBCA. THE PRESERVATION AND EXERCISE OF APPRAISAL RIGHTS REQUIRE STRICT ADHERENCE TO THE APPLICABLE PROVISIONS OF THE HBCA. A COPY OF SECTION 415-81 OF THE HBCA IS ATTACHED HERETO AS SCHEDULE II AND THE FOREGOING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SCHEDULE II. THE FOREGOING DESCRIPTION OF CERTAIN PROVISIONS OF THE HBCA IS NOT NECESSARILY COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE HBCA.

Shareholder Approval. (a) It is Following the intent execution of the Shareholders that all major decisions this Agreement, Level One shall be made by the Board. To the extent that shareholder approval of any matter is required take, in accordance with applicable law and its Articles of Incorporation and Bylaws, all action necessary to convene a meeting of its shareholders as promptly as practicable (and in any event within forty-five (45) days following the Act time when First Merchants notifies Level One that the Registration Statement has been declared effective, subject to extension with the consent of First Merchants, which shall not unreasonably be withheld, conditioned or otherwisedelayed) to consider and vote upon the approval of this Agreement and any other matter required to be approved by the shareholders of Level One in order to consummate the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the affirmative vote of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval MattersMeeting”). (b) For Subject to Section 7.5 hereof, Level One shall cooperate with First Merchants in the avoidance preparation of doubtthe “Registration Statement” (as defined below) and use its reasonable best efforts to obtain the requisite vote of Level One’s shareholders to approve this Agreement and to consummate the Merger and the other transactions contemplated hereby, Preferred and shall ensure that the Shareholder Approval Matters Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Level One in connection with the Shareholder Meeting are solicited in compliance with the Michigan Business Corporation Act, the Articles of Incorporation and Bylaws of Level One, and all other applicable legal requirements. Level One shall include: keep First Merchants updated with respect to the proxy solicitation results in connection with the Shareholder Meeting as reasonably requested by First Merchants. In connection with the Proxy Statement, Level One will obtain the opinion of Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ LLP, tax counsel to Level One, that (i) any amendment or change the Merger will qualify as a reorganization within the meaning of Section 368(a) of the rightsCode; each of Level One and First Merchants will be a party to such reorganization within the meaning of Section 368(b) of the Code; and no gain or loss will be recognized by holders of Level One Common Stock upon the receipt of shares of First Merchants Common Stock in exchange for their shares of Level One Common Stock, preferences, privileges or powers of, or except to the restrictions provided for extent of any cash consideration received in the benefit of, Merger and any class cash received in lieu of Preferred Shares; fractional shares of First Merchants Common Stock; and (ii) any action Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ LLP confirms that authorizes, creates or issues any class the discussion contained in the Registration Statement under the caption “Material Federal Income Tax Consequences of the CompanyMerger” subject to the limitations, qualifications and assumptions described therein, constitutes its opinion of the material federal income tax consequences of the Merger to a stockholder who holds shares of Level One Common Stock as a capital asset. (c) Subject to Section 7.5 hereof, Level One’s or any SubsidiaryBoard of Directors shall recommend that Level One’s securities having preferences superior shareholders vote to or pari passu with approve this Agreement and the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or transactions contemplated hereby (including the Merger) and any other securities matters required 34 to be approved by Level One’s shareholders for consummation of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with Merger and the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharestransactions contemplated hereby.

Shareholder Approval. (a) It is As expeditiously as possible following the intent execution of this Agreement and in any event within three Business Days after the date of this Agreement, the Company shall mail a written proxy or information statement (the “Disclosure Statement“) to the Shareholders, in a form reasonably acceptable to Parent. The Disclosure Statement shall include (i) a summary of the Merger and this Agreement (which summary shall include a summary of the material terms relating to the indemnification obligations of the Shareholders, the escrow arrangements and the authority of the Representative, and a statement that the adoption of this Agreement by the Shareholders shall constitute approval of such terms) and (ii) a statement that dissenter rights are available for the Company Common Shares and Company Preferred Shares pursuant to Sections 1300 to 1313 of the CGCL and a copy of such Sections 1300 to 1313. As expeditiously as possible following the execution of this Agreement, and in any event within three Business Days after the execution of this Agreement, the Company shall use commercially reasonable efforts to secure consents from Shareholders necessary to secure the Requisite Shareholder Approval, which consents shall be in a form that is reasonably acceptable to Parent. By their signatures below, the Principal Shareholders agree to execute any such consents. As expeditiously as possible following the receipt of the Requisite Shareholder Approval, the Company shall deliver to Parent a certificate executed on behalf of the Company by its Secretary and certifying that the Requisite Shareholder Approval has been obtained. The Company shall also send, pursuant to Section 603 of the CGCL, a written notice to all Shareholders that all major decisions shall be made did not execute such written consent informing them that this Agreement and the Merger were adopted and approved by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% the Company and that dissenter rights are available for their Company Shares pursuant to Sections 1300 to 1313 of all issued the CGCL (which notice shall include a copy of such Sections 1300 to 1313), and outstanding Series A Preferred Shares, shall promptly inform Parent of the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”)date on which such notice was sent. (b) For The Company, acting through its Board of Directors, shall include in the avoidance Disclosure Statement the recommendation of doubt, Preferred Shareholder Approval Matters shall include:its Board of Directors that the Shareholders vote in favor of the adoption of this Agreement and the approval of the Merger. (ic) The Company shall ensure that the Disclosure Statement does not contain any amendment untrue statement of a material fact or change omit to state a material fact necessary in order to make the statements made therein, in light of the rightscircumstances under which they were made, preferences, privileges or powers of, or not misleading (provided that the restrictions provided Company shall not be responsible for the benefit of, accuracy or completeness of any class of Preferred Shares;information concerning Parent furnished by Parent in writing for inclusion in the Disclosure Statement). (iid) Parent shall ensure that any action that authorizesinformation furnished by Parent to the Company in writing for inclusion in the Disclosure Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, creates or issues any class in light of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Sharescircumstances under which they were made, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharesnot misleading.

Shareholder Approval. (a) It is The Company shall submit this Agreement, the intent Agreement of Merger and the transactions contemplated hereby to its shareholders for approval and adoption as provided by Florida Law and the articles of incorporation and bylaws of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote Company within five days of the Shareholders of at least 75% of all issued date hereof. Such submission, and outstanding Series A Preferred Sharesany proxy or consent in connection therewith, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change shall include a solicitation of the rights, preferences, privileges or powers of, or approval of the restrictions provided for the benefit of, any class holders of Preferred Shares; Company Common Stock and (ii) any action shall specify that authorizes, creates or issues any class adoption of this Agreement and approval of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with Merger shall constitute approval by the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities Company Shareholders of the Company; appointment of ▇▇▇▇▇ ▇▇▇▇▇ as Securityholder Agent, under and as defined in this Agreement. The Company shall use its commercially reasonable efforts to obtain the consent of the Company Shareholders sufficient to (i) approve the Merger, this Agreement and the transactions contemplated hereby, (ii) constitute a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together, (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences constitute a majority of the Series A Preferred Sharesoutstanding shares of Company Common Stock, Series B Preferred Shares or Series C Preferred Shares; and (iv) enable the Closing to occur as promptly as practicable. In addition, the Company shall (i) promptly submit for approval by the Company Shareholders by the requisite vote (and in a manner satisfactory to Parent) any action payments of stock contemplated by this Agreement that repurchasesParent determines may constitute "parachute payments" pursuant to Section 280G of 36 the Code, redeems or retires any such that all such payments resulting from the transactions contemplated hereby shall not be deemed to be "parachute payments" pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, or (ii) deliver to Parent evidence satisfactory to Parent that a Company Shareholder vote was held in conformance with Section 280G and the regulations thereunder, or that such requisite Shareholder approval has not been obtained with respect to any payment of stock that may be deemed to constitute a "parachute payment" within the meaning of Section 280G of the Code and, as a consequence, that such "parachute payment" shall not be made or provided. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and affairs as may be required or appropriate in the disclosure materials submitted to the Company Shareholders (the "Soliciting Materials") and to cause its representatives to cooperate with the other's representatives in the preparation of the Soliciting Materials. The Soliciting Materials submitted to the Company Shareholders shall be subject to the review and approval by Parent (and include information regarding the Company’s Equity Securities other than pursuant , the terms of the Merger and this Agreement and the recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement, and the transactions contemplated hereby). The Company warrants that none of the information contained in any documents mailed or delivered to the Company Shareholders in connection with soliciting their consent to this Agreement or other contractual rights the Merger, including the Soliciting Materials, will contain any untrue statement of a material fact or omit to repurchase state any Equity 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent in writing specifically for inclusion or incorporation by reference in any of the Soliciting Materials. Parent warrants that none of the information supplied by Parent in writing for inclusion in any documents mailed or delivered to the Company Shareholders in connection with soliciting their consent to this Agreement and the Merger, including the Soliciting Materials, will 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 Company shall promptly advise Parent, and Parent shall promptly advise the Company, in writing, if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that would make it necessary or appropriate to amend or supplement the Soliciting Materials in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable Law. The Company agrees to arrange for, at Parent's expense (not to exceed $5,000), a Purchaser Representative who shall have such knowledge and experience in financial and business matters that the Purchaser Representative is capable of evaluating the merits and risks of an investment in the Parent Common Stock, and who shall otherwise satisfy the requirements of Rule 501(h) under the Securities held by Act, to act as "purchaser representative" within the employeesmeaning of Rule 501(h) under the Securities Act, directors or consultants for certain of the Company or its Subsidiaries upon termination Shareholders in connection with the Merger. The Purchaser Representative shall be available at reasonable times to meet with Company Shareholders to discuss with them the merits and risks of their employment or services or the investment in Parent Common Stock pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesMerger.

Shareholder Approval. The Company Board shall take all lawful action to (ai) It is cause a special meeting of its shareholders (the intent “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 this Agreement, the other Transaction Documents and the Amendment and the election to the Company Board, effective as of the Shareholders Closing Date, of the initial Elixir Nominees and (ii) solicit proxies from its shareholders to obtain the required vote for the approval and adoption of this Agreement, the other Transaction Documents and the Amendment, the issuance of the Shares and New Warrants and the election to the Company Board, effective as of the Closing Date, of the initial Elixir Nominees and any action necessary or desirable to effectuate the transactions contemplated herein. The Proxy Statement shall include a statement that the Company Board recommends that the shareholders of the Company adopt this Agreement and the other Transaction Documents and thereby approve the issuance of the Shares and the New Warrants and the transactions contemplated hereby and that the shareholders of the Company approve the Amendment and the election to the Company Board, effective as of the Closing Date, of the initial Elixir Nominees and the Company Board shall take all major decisions shall be made by lawful action (including the Board. To solicitation of proxies) to solicit such adoption and approval; provided, however, that the Company Board may, at any time prior to the time of the Company Shareholder Meeting, withdraw, modify or change any such recommendation to the extent that shareholder the Company Board determines in good faith, after receiving written advice from outside legal counsel, that such recommendation would not be consistent with its fiduciary duties to the Company’s shareholders under applicable Legal Requirements (a “Fiduciary Exception”). At any such Company Shareholder Meeting, each of J▇▇ ▇▇▇▇▇▇ and M▇▇▇ ▇▇▇▇▇▇▇ shall vote all shares over which they have voting control (including, with respect to M▇. ▇▇▇▇▇▇▇, any shares over which M▇. ▇▇▇▇▇▇▇ exercises sole voting control pursuant to that certain voting trust agreement dated August 28, 2006, by and among M▇. ▇▇▇▇▇▇▇, Triage Offshore Fund, Ltd., Triage Capital Management B LP, Triage Capital Management LP and Periscope Partners LP) in favor of the approval and adoption of any matter is required in accordance with this Agreement and the Act or otherwiseother Transaction Documents, the affirmative vote Amendment, the issuance of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders New Warrants and the election to the Company Board, effective as of at least 75% the Closing Date, of all issued the initial Elixir Nominees and outstanding Series C Preferred Shares shall be required any action necessary or desirable to approve effectuate the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: transactions contemplated herein and therein. M▇. ▇▇▇▇▇▇ and M▇. ▇▇▇▇▇▇▇ further agree to (i) any amendment or change of execute an irrevocable voting agreement, in form and substance reasonably satisfactory to Elixir, with respect to the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; foregoing and (ii) not to sell, transfer, assign, pledge or dispose of any action shares of Common Stock or Common Stock Equivalents, prior to the Closing except that authorizes, creates or issues any class (y) M▇. ▇▇▇▇▇▇▇ may sell up to 375,000 shares of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to Common Stock resulting from the exercise of a contractual right of first refusal stock options currently held by M▇. ▇▇▇▇▇▇▇, for personal financial reasons, after the Company; and date hereof and prior to the Closing and (vz) any amendment M▇. ▇▇▇▇▇▇ may sell up to 150,000 shares of Common Stock of the Charter Documents that would adversely affect Phileo Foundation, of which M▇. ▇▇▇▇▇▇ is trustee and up to 500,000 shares of Common Stock for his own account after the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharesdate hereof and prior to Closing.

Shareholder Approval. (a) It is The Company shall submit this Agreement, the intent California Agreement of Merger and the transactions contemplated hereby to its shareholders for approval and adoption as provided by California Law and the articles of incorporation and bylaws of the Company within five days of the date hereof. Such submission, and any proxy or consent in connection therewith, (i) shall include a solicitation of the approval of the holders of Company Common Stock, the Company Preferred Stock and the Series B Preferred Stock of the Company, each voting separately as a class and (ii) shall specify that adoption of this Agreement and approval of the Merger shall constitute approval by the Company Shareholders of: (A) the escrow and indemnification obligations of the Company Shareholders set forth in Article 7 hereof and the deposit of the Merger Consideration equal to the Escrow Amount into the Escrow Fund and (B) in favor of the appointment of Jordan Libit as Securityholder Agent, under and as defined in this Agreement. The Company shall use its commercially reasonable efforts to obtain the consent of the Company Shareholders sufficient to (i) approve the Merger, this Agreement and the transactions contemplated hereby, (ii) constitute a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together, (iii) constitute a majority of the outstanding shares of Company Common Stock, (iv) constitute at least a majority of the outstanding shares of Company Preferred Stock, (v) constitute at least a majority of the outstanding shares of Series B Preferred Stock of the Company and (vi) enable the Closing to occur as promptly as practicable. In addition, the Company shall (i) promptly submit for approval by the Company Shareholders by the requisite vote (and in a manner satisfactory to Parent) any payments of cash or stock contemplated by this Agreement that Parent determines may constitute “parachute payments” pursuant to Section 280G of the Code, such that all major decisions such payments resulting from the transactions contemplated hereby shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, or (ii) deliver to Parent evidence satisfactory to Parent that a Company Shareholder vote was held in conformance with Section 280G and the regulations thereunder, or that such requisite Shareholder approval has not been obtained with respect to any payment of cash or stock that may be deemed to constitute a “parachute payment” within the meaning of Section 280G of the Code and, as a consequence, that such “parachute payment” shall not be made by the Boardor provided. To the extent that shareholder approval of any matter is required in accordance The Company shall deliver to Parent, concurrently with the Act or otherwiseexecution of this Agreement, the affirmative vote of the Shareholders executed Voting Agreements from holders with beneficial ownership of at least 75% (i) a majority of all issued and the outstanding Series A shares of Company Preferred SharesStock, (ii) a majority of the Shareholders outstanding shares of at least 75% of all issued and outstanding Series B Preferred Shares Stock of the Company and the Shareholders of at least 75(iii) 90% of all issued and the outstanding Series C Preferred Shares shall be required to approve shares of Company Common Stock, each as of the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”)date hereof. (b) For Each of Parent and the avoidance of doubt, Preferred Shareholder Approval Matters shall include: Company agrees to provide promptly to the other such information concerning its business and affairs as may be required or appropriate in the disclosure materials submitted to the Company Shareholders (ithe “Soliciting Materials”) any amendment or change and to cause its representatives to cooperate with the other’s representatives in the preparation of the rightsSoliciting Materials. The Soliciting Materials submitted to the Company Shareholders shall be subject to the review and approval by Parent (and include information regarding the Company, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class terms of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with Merger and this Agreement and the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities recommendation of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences Board of Directors of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any Company in favor of the Company’s Equity Securities other than pursuant Merger and this Agreement, and the transactions contemplated hereby). The Company warrants that none of the information contained in any documents mailed or delivered to the Company Shareholders in connection with soliciting their consent to this Agreement or other contractual rights the Merger, including the Soliciting Materials, will contain any untrue statement of a material fact or omit to repurchase state any Equity 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent in writing specifically for inclusion or incorporation by reference in any of the Soliciting Materials. Parent warrants that none of the information supplied by Parent in writing for inclusion in any documents mailed or delivered to the Company Shareholders in connection with soliciting their consent to this Agreement and the Merger, including the Soliciting Materials, will 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 Company shall promptly advise Parent, and Parent shall promptly advise the Company, in writing, if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that would make it necessary or appropriate to amend or supplement the Soliciting Materials in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable Law. (c) The Company agrees to arrange for, at Parent’s expense (not to exceed $20,000), a Purchaser Representative who shall have such knowledge and experience in financial and business matters that the Purchaser Representative is capable of evaluating the merits and risks of an investment in the Parent Common Stock, and who shall otherwise satisfy the requirements of Rule 501(h) under the Securities held Act, to act as “purchaser representative” within the meaning of Rule 501(h) under the Securities Act and as “professional advisor” (as such term is defined in Regulation 260.102.12(g) promulgated by the employeesCommissioner of Corporations of the State of California under the California Corporate Securities Law of 1968, directors or consultants as amended (the “California Securities Act”), for certain of the Company or its Subsidiaries upon termination Shareholders in connection with the Merger. The Purchaser Representative shall be available at reasonable times to meet with Company Shareholders to discuss with them the merits and risks of their employment or services or the investment in Parent Common Stock pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesMerger.

Shareholder Approval. (a) It is The Company covenants and agrees to actively and diligently seek and solicit the intent affirmative vote or written consent of the Shareholders that shareholders of the Company (the “Company Shareholders”) to, and shall recommend to the Company Shareholders, all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwiseApplicable Laws (including, without limitation, the affirmative vote proxy rules promulgated under the Exchange Act), the approval of the Company Shareholders (“Shareholder Approval”) to the issuance by the Company of at least 75% any and all Warrant Shares issuable upon exercise of all issued and outstanding Series A Preferred Sharesthe Purchaser Closing Warrants, including, if necessary, the approval of the Company Shareholders under the applicable rules of at least 75% the Nasdaq to issue the Warrant Shares upon exercise of all issued the Purchaser Closing Warrants and outstanding Series B Preferred Shares and under the Shareholders CCC to increase the number of at least 75% authorized shares of all issued and outstanding Series C Preferred Shares Common Stock to 50,000,000. The Company shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred obtain Shareholder Approval Matters”)not later than July 31, 2009. (b) For Without limiting the avoidance generality of doubtthe foregoing, Preferred Shareholder Approval Matters the Company shall include: (i) any amendment or change as soon as permitted by the rules and regulations of the rightsSEC with respect to the next annual meeting of shareholders of the Company (the “2009 Annual Meeting”), preferences, privileges or powers of, or file preliminary proxy materials with the restrictions provided SEC with respect to the solicitation of proxies for the benefit of2009 Annual Meeting, which materials shall include, in addition to any class of Preferred Shares; other proposals which may be submitted to the Company Shareholders, a proposal to seek Shareholder Approval (the “Shareholder Approval Proposal”), (ii) any action that authorizes, creates or issues any class as soon as permitted by the rules and regulations of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu SEC, mail notice of the 2009 Annual Meeting, together with a proxy statement complying with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities rules and regulations of the Company; SEC, recommending a vote “for” the Shareholder Approval Proposal and soliciting proxies to vote shares “for” the Shareholder Approval Proposal, and (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as use its best efforts to dividends or assets senior obtain Shareholder Approval at the 2009 Annual Meeting, including retaining, if appropriate, a proxy solicitation firm to or pari passu with assist the preferences of Company in soliciting proxies for the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv2009 Annual Meeting. Nothing in this Section 8.22(b) any action that repurchases, redeems or retires any of shall prohibit the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held Company from obtaining Shareholder Approval by the employees, directors or consultants written consent of the Company Shareholders or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of from holding a contractual right of first refusal held by the Company; and (v) any amendment special meeting of the Charter Documents that would adversely affect Company Shareholders for the rights purpose of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharesseeking to obtain Shareholder Approval.

Shareholder Approval. The Agreement, the Merger, and the other transactions contemplated hereby, shall have been approved by the holders of at least two-thirds (a2/3) It is the intent of the Shareholders issued and outstanding shares of Bank Stock entitled to vote and the requisite approval of the Company as the sole shareholder of Interim Bank as soon as practicable. Any and all other action required by the shareholders of the Bank or the Company to authorize or effect the transactions called for herein shall have been duly and validly taken." 26. The last sentence of Section 10.5 of the Agreement is hereby amended to read in its entirety as follows: "All actions necessary to authorize the execution, delivery and performance of the Agreement by the Company and consummation of the Merger by the Company and Interim Bank shall have been duly and validly taken by the Board of Directors of the Company and Interim Bank." 27. This First Amendment may be entered into in one or more counterparts, all of which shall be considered one in the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all major decisions parties need not sign the same counterpart. 28. Except as herein amended, the Agreement shall remain in full force and effect. 29. This First Amendment shall be made governed by the Board. To the extent that shareholder approval of any matter is required and construed in accordance with the Act or otherwise, the affirmative vote laws of the Shareholders State of at least 75% California. 30. The execution and delivery of all issued and outstanding Series A Preferred Shares, this First Amendment by the Shareholders officers executing the First Amendment have been duly authorized by the Boards of at least 75% Directors of all issued and outstanding Series B Preferred Shares the Bank and the Shareholders Company, and this First Amendment constitutes a legal, valid and binding agreement of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed parties in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”)accordance with its respective terms. 31. Exhibit A (b) For the avoidance Agreement of doubtMerger), Preferred Shareholder Approval Matters shall include: Exhibit C (i) any amendment or change VB Warrant Agreement and its attached Exhibit A), and Exhibit 10.1 of the rightsAgreement are hereby amended to read in their entirety substantially in the forms attached hereto as Exhibit A, preferencesExhibit C (and its attached Exhibit A) and Exhibit 10.1, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharesrespectively.

Shareholder Approval. (a) It is “Shareholder Approval” means the intent approval of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval holders of any matter is required in accordance with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class a majority of the Company’s outstanding voting Common Stock, to effectuate the transactions contemplated by (i) the securities purchase agreement entered into by the Company on or any Subsidiary’s securities having preferences superior to or pari passu around February 23, 2023 (the “Prior Purchase Agreement”) with a previous investor (the “Prior Buyer”, and together with the Series A Preferred Buyer, the “Buyers”), as further described in the Company’s Form 8-K filed on March 1, 2023 (and to issue all Common Stock in connection with such Prior Purchase Agreement as well as the Common Stock underlying the promissory note (the “Prior Note”) and common stock purchase warrant issued pursuant to the Prior Purchase Agreement), and (ii) this Purchase Agreement, including but not limited to the issuance of the Commitment Shares and all of the Common Stock underlying the Note and Warrant, in excess of 27,720,448 shares of Common Stock (the “Exchange Cap”, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock). Further, the Buyer hereby acknowledges and agrees that the portion of the Exchange Cap allocated to Buyer hereunder for the issuance of the shares of Common Stock under this Agreement, Note, and Warrant (including but not limited to the Conversion Shares, Series B Preferred Exercise Shares, Series C Preferred and Commitment Shares) shall be limited to 10,000,000 shares of Common Stock (the “Allocated Exchange Cap”, subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or any other securities similar transaction that proportionately decreases or increases the Common Stock). The Company shall hold a special meeting of shareholders on or before the Company; date that is ninety (iii90) any action calendar days after the date that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu the Allocated Exchange Cap is reached for the purpose of obtaining Shareholder Approval, with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any recommendation of the Company’s Equity Securities 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 than management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting as often as possible thereafter to seek Shareholder Approval until the Shareholder Approval is obtained. Until such approval is obtained, the Buyer shall not be issued in the aggregate, pursuant to this Purchase Agreement or other contractual rights upon conversion or exercise, as applicable, of the Note or Warrant, shares of Common Stock in an amount greater than the Allocated Exchange Cap. In the event that Buyer shall sell or otherwise transfer any of Note, Warrant, or Commitment Shares, the transferee shall be allocated a pro rata portion of the Allocated Exchange Cap, and the restrictions herein shall apply to repurchase such transferee with respect to the portion of the Allocated Exchange Cap allocated to such transferee. In the event that the entire Note and Warrant is converted and exercised into a number of Common Shares which, in the aggregate and combined with the Commitment Shares, is less than the Allocated Exchange Cap, then the difference between the Allocated Exchange Cap and the number of Common Shares actually issued to Buyer shall be allocated to the Prior Buyer. Except under any Equity Securities held agreement with the Buyer or pursuant to any agreement entered into by the employeesCompany prior to the date of this Agreement, directors the Company shall not issue any Common Stock or consultants Common Stock Equivalents (as defined in this Agreement) beginning on the date of the Closing and continuing through the date that is fifteen (15) calendar days after the date of the Closing. “Common Stock Equivalents” shall mean any securities of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect entitle the rights of holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the Series A Preferred Sharesholder thereof to receive, Series B Preferred Shares or Series C Preferred SharesCommon Stock.

Shareholder Approval. (a) It is The Company shall seek, and use its best efforts to obtain as soon as possible, but in no event later than the intent first annual meeting of the Shareholders that all major decisions Company's shareholders following the Initial Closing Date (the "ANNUAL MEETING"), shareholder approval for (i) the issuance of any Common Shares in excess of the KFOC Maximum (the "KFOC PROPOSAL") which approval shall be made meet the requirements of the AMEX and the TSX, and (ii) the issuance of Common Shares in an aggregate amount in excess of the Issuable Maximum (the "EXCESS ISSUANCE PROPOSAL," together with the KFOC Proposal, the "SHAREHOLDER PROPOSALS") which approval shall meet the requirements of the AMEX and the TSX. The Company shall use its reasonable best efforts to issue proxy materials in connection with the Annual Meeting seeking approval of the Shareholder Proposals. The Company's Board of Directors shall recommend approval of the Shareholder Proposals by the BoardCompany's shareholders. The Company shall mail and distribute its proxy materials for the Annual Meeting to its shareholders at least 21 days prior to the date of the Annual Meeting and shall actively solicit proxies to vote for the Shareholder Proposals. To the extent that shareholder approval they do not contain any material non-public information and relate to the Shareholder Proposals, the Company shall provide the Purchasers'counsel an opportunity to review and comment on such proxy materials by providing copies of such proxy materials and any revised version of such materials to such counsel at least five days prior to its mailing and distribution. The Company shall (i) furnish to each of the Purchasers and their respective counsel a copy of the Company's definitive proxy materials for the Annual Meeting and any amendments or supplements thereto promptly after the same are first mailed to shareholders, (ii) inform the Purchasers of the progress of solicitation of proxies for the Annual Meeting, and (iii) inform the Purchasers of any matter is required in accordance with adjournment of the Act Annual Meeting and report the result of the vote of shareholders on the Shareholder Proposals at the conclusion of the Annual Meeting. If for any reason the Shareholder Proposals are not approved at the Annual Meeting or otherwiseby June 30, 2006, upon instruction by 30 days advance notice from any Purchaser who would be eligible to receive a larger number of Common Shares had such KFOC Proposal or Excess Issuance Proposal been approved, subject to regulatory approval, the affirmative vote Company will take such additional acts or actions as are necessary to hold a special meeting of its shareholders to consider the Shareholders of at least 75% of all issued Shareholder Proposals and outstanding Series A Preferred Sharesin conjunction therewith shall hire a nationally recognized proxy solicitation firm, selected by such Purchaser(s) which is reasonably satisfactory to the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and Company, to assist the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required Company in obtaining the necessary shareholder votes to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters Proposals. The Company shall include: (i) any amendment or change bear all costs and expenses of the rightspreparation and filing of any and all proxy materials and additional special meetings, preferencesincluding but not limited to the costs and expenses of the proxy solicitation firm if needed. Notwithstanding anything to the contrary contained in this SECTION 4.21, privileges the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, agents and counsel, not to, provide the New Purchaser or powers ofKFOC with any material nonpublic information in, or in connection with, the restrictions provided proxy materials for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesAnnual Meeting.

Shareholder Approval. (a) It is As soon as reasonably practicable following the intent of the Shareholders that date hereof, Consumers shall take all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required action necessary in accordance with the Act or otherwiseExchange Act, the affirmative vote laws of the Shareholders Commonwealth of at least 75% Pennsylvania and its Articles of all issued Incorporation and outstanding Series A Preferred SharesBylaws to call and give notice of a meeting (the "Meeting") of its shareholders to consider and vote upon the approval and adoption of the Plan of Merger and for such other purposes as may be necessary or desirable. The Board of Directors of Consumers has unanimously determined that the Merger is advisable and in the best interests of the shareholders of Consumers and, subject to their fiduciary duties as advised by counsel, shall recommend without qualification of any nature that Consumers shareholders vote to approve and adopt the Plan of Merger and any other matters to be submitted to Consumers shareholders in connection therewith. The Board of Directors of Consumers shall use commercially reasonable efforts to solicit and secure from shareholders of Consumers such approval and adoption, subject to their fiduciary duties as advised by counsel, which efforts shall include causing Consumers to solicit shareholder proxies therefor and advising LaSalle promptly upon its request from time to time as to the status of the shareholder vote then tabulated. With regard to any shares of Consumers Common Stock held by the ESOP, the Shareholders trustee of at least 75% the ESOP shall vote upon the approval and adoption of the Plan of Merger with regard to all issued such shares of Common Stock in accordance with the terms of the ESOP, Sections 404 and outstanding Series B Preferred Shares 406 of ERISA, and Section 4975 of the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”)Code. (b) For Consumers shall prepare and file with the avoidance SEC under the Exchange Act and the rules and regulations promulgated by the SEC thereunder within 15 days following the date hereof, a preliminary draft of doubtthe Proxy Statement. LaSalle and CAC shall cooperate with Consumers in the preparation and filing of the Proxy Statement and any amendments and supplements thereto. Neither the Proxy Statement nor any preliminary draft thereof shall be filed, Preferred Shareholder Approval Matters shall include: (i) any no amendment or change supplement thereto shall be made, nor shall any communication with the SEC be initiated, by Consumers, in each case, without prior consultation with LaSalle and their counsel and without first having sent such materials to LaSalle for its comments. Consumers will use commercially reasonable efforts to have any review of the rightsProxy Statement conducted by the SEC promptly. As soon as reasonably practicable following completion of any review by, preferencesor in the absence of such review, privileges or powers the termination of any applicable waiting period of, or the restrictions provided for SEC, Consumers shall cause to be mailed a definitive Proxy Statement to its shareholders entitled to vote on the benefit of, any class Plan of Preferred Shares; (ii) any action that authorizes, creates or issues any class of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesMerger.

Shareholder Approval. (a) It is No later than the intent 2021 annual meeting of shareholders, the Company shall duly call, give notice of, establish a record date for, convene and hold its annual shareholders’ meeting (the “Shareholders’ Meeting”), for the purpose of, among other matters, (i) voting upon approval and adoption of the Shareholders that all major decisions shall be made Non-Voting Common Stock Articles Supplementary and (ii) voting upon such approval required by the Board. To applicable rules of the extent that shareholder approval Principal Market for issuances of any matter is required shares of Common Stock in accordance with excess of the Act or otherwiseExchange Cap (collectively, the affirmative vote “Shareholder Approval”). The Company shall: (A) through its Board recommend to its shareholders the approval and adoption of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares Non-Voting Common Stock Articles Supplementary and the Shareholders approval to effect issuances in excess of at least 75% of all issued the Exchange Cap (the “Company Recommendation”); (B) include such Company Recommendation in the proxy statement delivered to shareholders; and outstanding Series C Preferred Shares (C) use its best efforts to obtain the Shareholder Approval. The Purchasers shall be required vote to approve the matters listed Non-Voting Common Stock Articles Supplementary at the Shareholders’ Meeting and not take any action or inaction to directly or indirectly delay or support any opposition to the Shareholder Approval. Neither the Board nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in Section 4.2(ba manner adverse to a Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation. The Company shall adjourn or postpone the Shareholders’ Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) below (to constitute a quorum necessary to conduct the “Preferred business of such meeting. The Company shall also adjourn or postpone the Shareholders’ Meeting, if on the date of the Shareholders’ Meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the Shareholder Approval Matters”)and, following such adjournment or postponement, the Company shall solicit proxies representing a sufficient number of shares to obtain the Shareholder Approval. Following the first of either such adjournment or postponement, if requested by a Purchaser, the Company shall retain a proxy solicitor reasonably acceptable to, and on terms reasonably acceptable to, such Purchaser in connection with obtaining the Shareholder Approval. (b) For After obtaining the avoidance Shareholder Approval, the Company shall as promptly as reasonably practical, file the Non-Voting Common Stock Articles Supplementary with the Department of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change Assessments and Taxation of the rightsState of Maryland, preferences, privileges or powers of, or as required by applicable Law and provide each Purchaser a certificate from the restrictions provided for the benefit of, any class Department of Preferred Shares; (ii) any action that authorizes, creates or issues any class Assessments and Taxation of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with State of Maryland evidencing that the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities Non-Voting Common Stock Articles Supplementary is in full force and effect as of a date within five (5) Business Days after the date of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesShareholders’ Meeting.

Shareholder Approval. “Shareholder Approval” means: (a) It is the intent approval of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval holders of any matter is required in accordance with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class a majority of the Company’s outstanding voting Common Stock, if and to the extent legally required, to amend the Company’s Certificate of Incorporation to (i) increase the number of authorized shares of Common Stock by at least the number of shares equal to the number of shares of Common Stock issuable under the Transaction Documents, or (ii) effect a reverse stock split with respect to the Common Stock, or (b) such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any Subsidiary’s securities having preferences superior successor entity) from the shareholders of the Company with respect to or pari passu the transactions contemplated by this Agreement, including the issuance of all of the Conversion Shares, Commitment Shares, and Warrant Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date (the “Exchange Cap”). The Company shall hold a special meeting of shareholders at the earliest practicable date after the date of this Agreement for the purpose of obtaining Shareholder Approval, with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any recommendation of the Company’s Equity Securities 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. The Company shall use its reasonable best efforts to obtain such Shareholder Approval. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting as often as possible thereafter to seek Shareholder Approval until the Shareholder Approval is obtained. Until such approval is obtained, no Buyer shall be issued in the aggregate, upon conversion or exercise, as applicable, of August 2022 Notes or August 2022 Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the purchase price paid by such Buyer pursuant to this Agreement on the Closing Date and the denominator of which is the aggregate purchase price paid by the August 2022 Buyers for the August 2022 Notes that are actually issued on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or other contractual rights otherwise transfer any of such Buyer’s August 2022 Notes or August 2022 Warrants, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to repurchase such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any Equity Securities holder of August 2022 Notes or August 2022 Warrants shall convert or exercise all of such holder’s August 2022 Notes or August 2022 Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of August 2022 Notes and August 2022 Warrants on a pro rata basis in proportion to the aggregate principal amount of August 2022 Notes then held by each such holder. “Authorized Capital Adjustment Date” shall mean the employees, directors or consultants of date that the Company or its Subsidiaries upon termination of their employment or services or has effected the actions approved pursuant to Shareholder Approval, which shall be no later than three (3) business days following the exercise of a contractual right of first refusal held by date that the Company; and (v) any amendment of Company has obtained the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesShareholder Approval.

Shareholder Approval. (a) It is No later than [·], the intent Company shall duly call, give notice of, establish a record date for, convene and hold its [·] annual shareholders’ meeting (the “Shareholders’ Meeting”), for the purpose of, among other matters, voting upon approval and adoption of the Shareholders that all major decisions shall be made by the Board. To Non-Voting Common Stock Articles Supplementary (and, to the extent that shareholder approval of necessary, any matter is required in accordance with the Act or otherwise, the affirmative vote action of the Shareholders Company’s shareholders required to appoint the Board Representative) (the “Shareholder Approval”). The Company shall: (A) through its Board recommend to its shareholders the approval and adoption of at least 75% the Non-Voting Common Stock Articles Supplementary (and, to the extent necessary, any action of all issued the Company’s shareholders required to appoint the Board Representative) (the “Company Recommendation”); (B) include such Company Recommendation in the proxy statement delivered to shareholders; and outstanding Series A Preferred Shares, (C) use its best efforts to obtain the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares Shareholder Approval. The Purchasers shall be required vote to approve the matters listed Non-Voting Common Stock Articles Supplementary (and, to the extent necessary, any action of the Company’s shareholders required to appoint the Board Representative) at the Shareholders’ Meeting and not take any action or inaction to directly or indirectly delay or support any opposition to the Shareholder Approval. Neither the Board nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in Section 4.2(ba manner adverse to a Purchaser, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation. The Company shall adjourn or postpone the Shareholders’ Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) below (to constitute a quorum necessary to conduct the “Preferred business of such meeting. The Company shall also adjourn or postpone the Shareholders’ Meeting, if on the date of the Shareholders’ Meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the Shareholder Approval Matters”)and, following such adjournment or postponement, the Company shall solicit proxies representing a sufficient number of shares to obtain the Shareholder Approval. Following the first of either such adjournment or postponement, if requested by a Purchaser, the Company shall retain a proxy solicitor reasonably acceptable to, and on terms reasonably acceptable to, such Purchaser in connection with obtaining the Shareholder Approval. (b) For After obtaining the avoidance Shareholder Approval, the Company shall as promptly as reasonably practical, file the Non-Voting Common Stock Articles Supplementary with the Maryland Department of doubtAssessments and Taxation, Preferred Shareholder Approval Matters shall include: as required by applicable Law and provide each Purchaser a certificate from the Maryland Department of Assessments and Taxation evidencing that the Non-Voting Common Stock Articles Supplementary is in full force and effect as of a date within five (i5) any amendment or change Business Days after the date of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesShareholders’ Meeting.

Shareholder Approval. (a) It is the intent The Company shall provide each shareholder entitled to vote at a special or annual meeting of shareholders of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below Company (the “Preferred Shareholder Approval MattersMeeting”). , a proxy statement, substantially in a form which has been previously reviewed by each of the Buyers and each of their counsel at the expense of the Company, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of resolutions (bthe “Resolutions”) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change to amend the Articles of Incorporation to increase the rightsCompany’s authorized capital stock to 150,000,000 shares of Common Stock, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class to increase the number of directors constituting the Company’s or any Subsidiary’s securities having preferences superior board of directors from five (5) to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; seven (7) and (iii) any action to approve, subject to the consummation of a Qualified Secondary Offering, an amendment to the Articles of Incorporation to effect up to a 1-for-10 reverse stock split of the Common Stock immediately prior to the consummation of the Qualified Secondary Offering (such reverse stock split is referred to herein as the “Authorized Reverse Split”) (such affirmative approval being referred to herein as the “Shareholder Approval”), and the Company shall use its best efforts to solicit its shareholders’ approval of the Resolutions (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the shareholders that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as they approve the Resolutions. In connection therewith, the Company shall be obligated to dividends or assets senior (i) at its expense, hire a proxy solicitation firm acceptable to or pari passu Iroquois to solicit the Shareholder Approval, (ii) cause a definitive proxy statement relating to the Resolutions and the Shareholder Meeting to be filed with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of SEC and mailed to the Company’s Equity Securities other shareholders by no later than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by October 3, 2011, and (iii) hold the employees, directors or consultants Shareholder Meeting promptly following the mailing of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by definitive proxy statement (but in no event later than October 27, 2011). If, despite the Company; and ’s best efforts, the Shareholder Approval is not obtained at the first Shareholder Meeting, the Company shall cause an additional Shareholder Meeting to be held every three (v3) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharesmonths thereafter until such Shareholder Approval is obtained.

Shareholder Approval. On or before the date which is 45 days after -------------------- the date of this Agreement, (the "PROXY STATEMENT TRIGGER DATE"), the Company shall provide each stockholder entitled to vote at the next meeting of stockholders of the Company, which meeting shall not be later than January 29, 1999 (the "STOCKHOLDER MEETING DEADLINE"), a proxy statement, which has been previously reviewed by the Buyers and a counsel of their choice, soliciting each such stockholder's affirmative vote at such stockholder meeting for (a) It is the intent approval of the Shareholders Company's issuance of all of the Securities (as defined in the Purchase Agreement) as described in the Purchase Agreement and (b) authorization of an increase in the number of authorized shares of the Common Stock to at least 125,000,000 shares of Common Stock (collectively, the "SHAREHOLDER APPROVALS"), and the Company shall use its best efforts to solicit its stockholders' approval of such issuance of the Securities and such increase in authorized shares of Common Stock and cause the Board of Directors of the Company to recommend to the stockholders that all major decisions they approve such proposal. If such stockholder meeting is not the Company's annual stockholder meeting, such proxy statement shall be made by the Board. To the extent that shareholder not seek approval of any matter is required matters other than the approval described in accordance with the Act preceding sentence and the election of directors. If the Company fails to hold a meeting of its stockholders by the Stockholder Meeting Deadline, then, as partial relief (which remedy shall not be exclusive of any other remedies available at law or otherwisein equity), the affirmative vote Company shall pay to each holder of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and an amount in cash per Preferred Share equal to the Shareholders product of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; $50,000; multiplied by (ii) any action .02; multiplied by (iii) the quotient of (x) the number of days after the Stockholder Meeting Deadline that authorizes, creates or issues any class a meeting of the Company’s or any Subsidiary’s securities having preferences superior 's stockholders is not held, divided by (y) 30. The Company shall make the payments referred to or pari passu with in the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities immediately preceding sentence within five days of the earlier of (I) the holding of the meeting of the Company; 's stockholders, the failure of which resulted in the requirement to make such payments, and (iiiII) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences last day of each 30-day period beginning on the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of Stockholder Meeting Deadline. In the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of event the Company or its Subsidiaries upon termination fails to make such payments in a timely manner, such payments shall bear interest at the rate of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and 1.5% per month (vpro rated for partial months) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharesuntil paid in full.

Shareholder Approval. (a) It is The Company shall submit this Agreement (or the intent final form of this Agreement as unanimously approved and adopted by the Company’s board of directors and as recommended by the board of directors to the Company’s shareholders) and the transactions contemplated hereby to the Principal Shareholders and the Principal Shareholder Affiliates on or prior to the date of this Agreement and to the other Voting Security Holders as soon as possible after the date of this Agreement (but in no event later than 12 P.M. (noon) on February 17, 2011) for approval and adoption as provided by the FBCA and the Organizational Documents of the Company and any applicable agreements among the Voting Security Holders. Such submission, and any proxy or consent in connection therewith (1) shall include a solicitation of Requisite Security Holder Vote and (2) shall specify that approval and adoption of this Agreement shall constitute approval by the Voting Security Holders: (x) of the escrow and indemnification obligations of the Principal Shareholders and Principal Shareholder Affiliates, set forth in Article VIII hereof and the deposit of the Escrow Shares into the Escrow Fund as contemplated by Section 1.8(a) hereof and (y) in favor of the appointment of the Principal Shareholders as Shareholder Representative, under and as defined in this Agreement. The Company shall use its reasonable best efforts to obtain the consent of the Voting Security Holders holding the Requisite Security Holder Vote to approve this Agreement and the transactions contemplated by this Agreement and to enable the Closing and the Merger to occur as promptly as practicable. (b) Any materials to be submitted to the Voting Security Holders in connection with the solicitation of their approval of the Merger and this Agreement, including, if required pursuant to Section 6.8(c), any materials submitted to the Company’s shareholders in connection with obtaining the 280G Approval (the “Soliciting Materials”), shall be subject to review and approval by Parent and shall include information regarding the Company, the terms of the Merger and this Agreement, and the unanimous recommendation of the board of directors of the Company in favor of the Merger and this Agreement, including each of the matters set forth in Section 6.8 hereof and if required pursuant to Section 6.8(c), the materials related to the 280G Approval. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Soliciting Materials any information with respect to Parent or its affiliates or associates, the form and content of which shall not have been consented to in writing by Parent prior to such inclusion, which consent shall not be unreasonably withheld or delayed. The Company and Parent will promptly advise the other in writing if at any time prior to the Closing the Company or Parent, as the case may be, shall obtain knowledge of any facts that all major decisions might make it necessary or appropriate to amend or supplement the Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable Law; provided that Parent shall only be required to provide notice of any such facts to the extent such facts relate to information furnished in writing by Parent or Sub for the express purposes of including in such Soliciting Materials. (c) In addition, the Company shall promptly, and in no event later than five (5) Business Days after the date Parent has approved such materials pursuant to Section 6.8(b), submit to the Company’s shareholders for approval (in a manner reasonably satisfactory to Parent), by such number of shareholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payment and/or benefits that may, separately or in the aggregate, constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (“Section 280G Payments”) (which determination shall be made by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued Company and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required subject to approve the matters listed in review and approval by Parent), such that all such payments and benefits shall not be deemed to be Section 4.2(b) below 280G Payments (the “Preferred Shareholder Approval Matters280G Approval”), and prior to the Effective Time the Company shall deliver to Parent evidence satisfactory to Parent that a shareholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and that (x) such requisite 280G Approval was obtained with respect to any Section 280G Payment, or (y) that the 280G Approval was not obtained with respect to any Section 280G Payment and as a consequence, that Section 280G Payments shall not be made or provided, pursuant to the waivers of those payments and/or benefits which were executed by the affected individuals prior to the shareholder vote. (bd) For the avoidance The board of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company shall not alter, modify, change or revoke its Subsidiaries upon termination unanimous approval of their employment or services or the Merger, this Agreement and the transactions contemplated hereby, including if required pursuant to Section 6.8(c), the exercise of a contractual right of first refusal held by 280G Approval, and its unanimous recommendation to the Company; and (v) any amendment shareholders of the Charter Documents that would adversely affect the rights Company to vote in favor of the Series A Preferred Sharesterms and provisions of this Agreement, Series B Preferred Shares or Series C Preferred Sharesthe Merger and the transactions contemplated by this Agreement and the Articles of Merger and pursuant to Section 6.8(c), the 280G Approval.

Shareholder Approval. If any Group Company proposes to enter into any Related Party Transaction the subject of Section IV. (a4) It is (the intent of “Relevant Transaction”), the Shareholders that all major decisions shall be made by Group Company must, prior to entering into the Board. To the extent that shareholder transaction or arrangement, seek Shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote procedures in Section V. (B) and this Section V. (C): (1) Corporate Legal Department should within two (2) Business Days after receipt of the Shareholders approved RP Form under Section V. (B) (3) (ii) deliver the same (including all information and attachments provided therewith) to the Shareholder Groups for approval and give a notification of at least 75% delivery to the Secretary of all issued and outstanding Series A Preferred Sharesthe Conflicts Committee. (2) If any of the Shareholder Groups to whom the approved RP Form is given, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required returns to approve the matters listed in Section 4.2(b) below Corporate Legal Department a signed denial (the “Preferred Denial”) on behalf of such Shareholder Approval Matters”)Group, within three (3) Business Days after receipt of the approved RP Form stating that the relevant Shareholder Group does not approve of the entry by the relevant Group Company into the Relevant Transaction, then the relevant Group Company must not enter into the Relevant Transaction. Corporate Legal Department shall notify the Secretary of the Conflicts Committee of such Denial as soon as practicable. (b3) For If Corporate Legal Department does not receive a Denial from any Shareholder Group within three (3) Business Days after the avoidance approved RP Form is given, then that Shareholder Group shall be deemed to have approved the Relevant Transaction. In the event there is no Denial or no response from or approval is given by the Shareholder Groups, or a combination of doubtthese circumstances exist, Preferred three (3) Business Days after the approved RP Form is given, then as soon as practicable thereafter, Corporate Legal Department shall notify the Secretary of the Conflicts Committee that approval or deemed approval from the Shareholder Approval Matters shall include:Groups are obtained. (i4) any amendment or change If the relevant Group Company receives through the Secretary of the rights, preferences, privileges Conflicts Committee or powers of, or the restrictions provided for the benefit ofCorporate Legal Department, any class notice signed on behalf of Preferred Shares; any relevant Shareholder Group, approving entry into the Relevant Transaction subject to the satisfaction of certain conditions, subject to the satisfaction of those conditions, the relevant Group Company is not required to seek further approval under this Section V. When giving notice to the Shareholder Groups, Corporate Legal Department shall do so by reference to the relevant notice provisions in the Shareholders’ Agreement. Notices under this Section V. (iiC) any action that authorizes, creates or issues any class shall be deemed given and received as provided in clause 39 of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesShareholders’ Agreement.

Shareholder Approval. After the Company- Directed Period (a) It is as defined in the intent Certificate), the Company shall provide each stockholder entitled to vote at the next meeting of stockholders of the Shareholders Company, which meeting shall occur on or before the date which is 90 days after the Proxy Statement Triggering Date (as defined below) (the "Stockholder Meeting Deadline"), a proxy statement soliciting each such stockholder's affirmative vote at such stockholder meeting for approval of the Company's issuance of all of the Securities as described in this Agreement, and the Company shall use its best efforts to (i) solicit its stockholders' approval of such issuance of the Securities and (ii) cause the Board of Directors of the Company to recommend to the stockholders that all major decisions shall be made they approve such proposal. If the Company fails to hold a meeting of its stockholders by the Board. To the extent that shareholder approval Stockholder Meeting Deadline, then, as partial relief (which remedy shall not be exclusive of any matter is required other remedies available at law or in accordance with the Act or otherwiseequity), the affirmative vote Company shall pay to each holder of shares of Preferred Stock an amount in cash per share of Preferred Stock equal to the product of (i) $1,000; multiplied by (ii) 0.02; multiplied by (iii) the quotient of (x) the number of days after the Stockholder Meeting Deadline that a meeting of the Shareholders Company's stockholders is not held, divided by (y) 30. The Company shall make the payments referred to in the immediately preceding sentence within five days of the earlier of (I) the holding of the meeting of the Company's stockholders, the failure of which resulted in the requirement to make such payments, and (II) the last day of each 30-day period beginning on the Stockholder Meeting Deadline. In the event the Company fails to make such payments in a timely manner, such payments shall bear interest at least 75the rate of 2.0% per month (pro rated for partial months) until paid in full. As used herein, "Proxy Statement Triggering Date" shall mean the first date after the end of the Company-Directed Period on which the sum of (A) the number of Underlying Shares issued and (B) the number of Underlying Shares issuable upon conversion of all the outstanding shares of Preferred Stock based on the Conversion Price (as defined in the Certificate), and upon exercise of all the outstanding Warrants based on the Warrant Price (as defined in the Warrants) in effect on the date of such determination (without regard to any limitation upon the conversion of any shares of Preferred Stock or exercise of Warrants), equals or exceeds 15% of all the number of shares of Common Stock issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant immediately prior to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesInitial Closing Date.

Shareholder Approval. The Company shall either (ax) It is if the intent Company shall have obtained the prior written consent of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below requisite shareholders (the “Preferred Shareholder Consent”) to obtain the Shareholder Approval Matters(as defined below), inform the shareholders of the Company of the receipt of the Shareholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Initial Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than ninety (90) calendar days after the Initial Closing Date), an information statement with respect thereto or (y) provide each shareholder entitled to vote at a special meeting of shareholders of the Company (the “Shareholder Meeting”). , which shall be promptly called and held not later than the seventy-fifth (b75th) For calendar day after the avoidance of doubtInitial Closing Date (the “Shareholder Meeting Deadline”), Preferred Shareholder Approval Matters shall include: (i) any amendment or change a proxy statement, in each case, in a form reasonably acceptable to the Buyers and K▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇ LLP, at the expense of the rightsCompany. The proxy statement, preferencesif any, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class shall solicit each of the Company’s or any Subsidiaryshareholder’s securities having preferences superior to or pari passu with affirmative vote at the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities Shareholder Meeting for approval of resolutions (“Shareholder Resolutions”) providing for the increase of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences authorized Ordinary Shares of the Series A Preferred SharesCompany from 10,000,000 to 250,000,000 (such affirmative approval being referred to herein as the “Shareholder Approval”, Series B Preferred Shares or Series C Preferred Shares; (iv) any action and the date such Shareholder Approval is obtained, the “Shareholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its shareholders’ approval of such resolutions and to cause the Board of Directors of the Company to recommend to the shareholders that repurchasesthey approve such resolutions. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, redeems or retires any of despite the Company’s Equity Securities other than pursuant reasonable best efforts the Shareholder Approval is not obtained on or prior to this Agreement or other contractual rights to repurchase any Equity Securities held by the employeesShareholder Meeting Deadline, directors or consultants of the Company shall cause an additional Shareholder Meeting to be held on or its Subsidiaries upon termination of their employment or services or pursuant prior to the exercise of a contractual right of first refusal held by one hundred and twentieth (120th) calendar day after the Initial Closing Date. If, despite the Company; and (v) any amendment of ’s reasonable best efforts the Charter Documents that would adversely affect Shareholder Approval is not obtained after such subsequent shareholder meetings, the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesCompany shall cause an additional Shareholder Meeting to be held semi-annually thereafter until such Shareholder Approval is obtained.

Shareholder Approval. (a) It is The Company shall, prior to, or immediately following execution and delivery of this Agreement, but no later than the intent close of business on the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval date of any matter is required execution of this Agreement, and in accordance with the Act or otherwiseCGCL and its Articles of Incorporation and Bylaws, submit a written consent (the "Consent") to its shareholders to approve this Agreement, the affirmative vote Escrow Agreement, the Merger and the other transactions contemplated hereby, including with such submission the unanimous recommendation of the Shareholders Company's Board of at least 75% of all issued and outstanding Series A Preferred SharesDirectors that the shareholders approve this Agreement, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares Merger and the Shareholders transactions contemplated hereby, which recommendation the Company's Board of at least 75% of all issued and outstanding Series C Preferred Shares Directors shall be required to approve the matters listed not withdraw or modify except as set forth in Section 4.2(b5.3(b) below (hereof, sufficient to comply with the “Preferred CGCL to adopt and 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 obtain validly executed Consents from all of the Company's remaining shareholders as soon as reasonably practicable following the public announcement of the execution of this Agreement. The Company shall take all other commercially reasonable actions, subject to the fiduciary obligations of the Company's Board of Directors to ensure that the Required Shareholder Approval Matters”)is obtained in accordance with all applicable laws and the Company's Articles of Incorporation and Bylaws, including soliciting Consents from its shareholders. (b) For the avoidance The Board of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change Directors of the rightsCompany shall recommend that the Company's shareholders vote in favor of and adopt and approve this Agreement, preferencesthe Escrow Agreement and the Merger, privileges or powers of, or and neither the restrictions provided for the benefit of, any class Board of Preferred Shares; (ii) any action that authorizes, creates or issues any class Directors of the Company’s , nor any committee thereof shall, except as set forth in Section 5.3(b) hereof, withdraw, amend or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Sharesmodify, or any other securities propose or resolve to withdraw, amend or modify in a manner adverse to the Parent or the Merger Sub, the recommendation of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences Board of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants Directors of the Company that the Company's shareholders vote in favor of and adopt and approve this Agreement, the Escrow Agreement and the Merger. (c) The Company shall promptly notify the Parent of its receipt of Consents sufficient to effect the Required Shareholder Approval. The Company shall ensure that the solicitation of Consents is conducted in accordance with all applicable laws and its Articles of Incorporation and Bylaws, as applicable. (d) Promptly after receipt of the Required Shareholder Approval, the Company shall provide notice of such approval to those shareholders who have not consented and such other persons as required under applicable law (the "Consent Notice") unless such notice is not required because all shareholder consents were sought. Such notice shall comply with Section 603 of the CGCL and other applicable law. The Parent shall have the right to review and approve (such approval not be unreasonably withheld, conditioned or its Subsidiaries upon termination of their employment or services or pursuant delayed) the Consent Notice, and shall furnish to the exercise Company such information as the Company may reasonably request. (e) The information provided and to be provided by each of the Parent and the Company specifically for use in the Consent Notice and the Dissenters' Notice shall not, with respect to the information supplied by such Person, on the date upon which the Consent Notice or Dissenters' Notice, as the case may be, is mailed to the shareholders, contain any untrue statement of a contractual right 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 first refusal held the circumstances under which they were made, not misleading. Each of the Parent and the Company agrees to correct promptly any such information provided by it or, in the case of information relating to the Merger Sub, by the Parent, that shall have become false or misleading in any material respect and to take all steps necessary to amend or supplement the Consent Notice or the Dissenters' Notice so as to correct the same and to cause the Consent Notice or Dissenters' Notice as so corrected to be disseminated to the shareholders to the extent required by applicable law. Upon the Company; and (v) any amendment 's request, the Parent and the Merger Sub shall furnish all information concerning the Parent or the Merger Sub to the Company in connection with the Company's preparation and delivery of the Charter Documents Consent Notice or the Dissenters' Notice, in each case as may be reasonably required in order to comply with applicable laws in connection therewith and provided that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharessuch information is otherwise publicly available.

Shareholder Approval. (a) It is the intent of the Shareholders that all major decisions The Company shall be made by the Board. To the extent that shareholder approval of any matter is required take, in accordance with the Act or otherwiseapplicable Law, the affirmative Certificate of Incorporation and Bylaws, all action necessary to present the Shareholder Approval Proposal (as defined below) for a vote at the first meeting of stockholders of the Shareholders Company held after the execution of this Agreement (such meeting, and each meeting thereafter at least 75% which the Shareholder Approval is considered, a "SHAREHOLDER MEETING"). The Company shall use its best efforts to obtain the required approval of all issued and outstanding Series A Preferred Sharesthe Shareholder Approval Proposal by its stockholders in order to give effect to the Shareholder Approval under the Certificate of Incorporation, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares Bylaws, the DGCL and the Shareholders NYSE Rules. The Company shall file with the Commission the Proxy Statement (as defined below) with respect to the first Shareholder Meeting held after the execution of at least 75% of all issued this Agreement no later than January 15, 2000, and outstanding Series C Preferred Shares the Company shall be required use its best efforts to approve the matters listed in Section 4.2(b) below (the “Preferred hold such Shareholder Approval Matters”)Meeting no later than March 5, 2000. (b) For The Company's proxy statement for a Shareholder Meeting (as amended or supplemented, the avoidance of doubt, Preferred "PROXY STATEMENT") shall include a proposal to consider and vote on the Shareholder Approval Matters (the "SHAREHOLDER APPROVAL PROPOSAL"). The Proxy Statement shall include: contain the recommendation of the Board of Directors that the stockholders approve the Shareholder Approval Proposal. The Company shall notify the Investor promptly of the receipt by it of any comments from the Commission or its staff and of any request by the Commission for amendments or supplements to the Proxy Statement or for additional information, and will supply the Investor with copies of all correspondence between the Company and its representatives, on the one hand, and the Commission or the members of its staff or of any other Governmental Entities, on the other hand, with respect to the Proxy Statement. The Company shall give the Investor and its counsel a reasonable opportunity to review and comment on those portions of the Proxy Statement describing or referring to the Shareholder Approval Proposal or any member of the Investor Group (ithe "INVESTOR INFORMATION") prior to the filing of the Proxy Statement with the Commission and shall give the Investor and its counsel a reasonable opportunity to review and comment on all amendments and supplements to the Investor Information and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the Commission with respect to the Investor Information. The Company shall give reasonable consideration to any comments the Investor or its counsel may provide with respect to the Investor Information or any amendment or change supplement thereto. (c) In the event the Shareholder Approval Proposal is not duly approved by the stockholders of the rightsCompany at the first Shareholder Meeting held following the execution of this Agreement, preferencesthe Company shall take all action necessary, privileges or powers in accordance with applicable Law, to present, and the Board of Directors shall recommend the adoption of, or the restrictions provided for the benefit ofShareholder Approval Proposal, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class at each meeting of the stockholders of the Company held thereafter until the Shareholder Approval Proposal is duly adopted by the stockholders of the Company unless, in the opinion of outside legal counsel to the Company’s , the Shareholder Approval is not required under the NYSE Rules to permit the issuance of Common Stock in respect of accrued and unpaid dividends on the Senior Preferred Stock upon the conversion or any Subsidiary’s securities having preferences superior to or pari passu exchange of the Senior Preferred Stock, the issuance of Common Stock upon the conversion of the Series B Preferred Stock, and the vesting of voting rights in respect of the Series B Preferred Stock, in each case in accordance with the terms hereof, the Series A Preferred Shares, Certificate of Designations and the Series B Preferred SharesCertificate of Designations. (d) The Proxy Statement, Series C Preferred Shares, or any other securities as of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as date it is mailed to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants stockholders of the Company and as of the date of the relevant Shareholder Meeting, will not include any untrue statement of a material fact or its Subsidiaries upon termination omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of their employment or services or pursuant the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that this Section 8.13(d) shall not apply to any information provided to the exercise of a contractual right of first refusal held Company in writing by the Company; and (v) any amendment member of the Charter Documents that would adversely affect Investor Group with respect to such member expressly for inclusion in the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesProxy Statement.

Shareholder Approval. (a) It is Under NYBCL, the intent approval of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval Company's Board of any matter is required in accordance with the Act or otherwise, Directors and the affirmative vote of the Shareholders holders of at least 75% a two-thirds majority of all issued and the outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be are required to approve and adopt the matters listed Merger Agreement and the transactions contemplated thereby. The Company has represented in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For Merger Agreement that the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change execution and delivery of the rights, preferences, privileges or powers of, or Merger Agreement and the restrictions provided for Stock Option Agreement by the benefit of, any class Company and the consummation by the Company of Preferred Shares; (ii) any the transactions contemplated thereby have been duly authorized by all necessary corporate action that authorizes, creates or issues any class on the part of the Company’s or any Subsidiary’s securities having preferences superior , subject to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities approval and adoption of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with Merger by the preferences shareholders of the Series A Preferred SharesCompany in accordance with NYBCL. In addition, Series B Preferred the Company has represented that the affirmative vote of the holders of a two-thirds majority of the outstanding Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires is the only vote of the holders of any of the Company’s Equity Securities 's capital stock necessary in connection with the consummation of the Merger. Therefore, unless the Merger is consummated in accordance with the short-form merger provisions under NYBCL described below (in which case no action by the shareholders of the Company, other than pursuant the Purchaser, will be required to this Agreement or other contractual rights to repurchase any Equity Securities held by consummate the employeesMerger), directors or consultants the only remaining corporate action of the Company or its Subsidiaries upon termination will be the approval and adoption of their employment or services or the Merger Agreement and the transactions contemplated thereby by the affirmative vote of the holders of a two-thirds majority of the Shares. The Merger Agreement provides that Parent will vote all Shares beneficially owned by it in favor of the adoption of the Merger Agreement at the Company's shareholder's meeting. In the event that the Purchaser acquires that percentage of outstanding Shares at least equal to the Minimum Condition, it would have the ability to ensure approval of the Merger by the shareholders of the Company. SHORT-FORM MERGER. NYBCL would permit the Merger to occur without a vote of the Company's shareholders (a "short-form merger") if the Purchaser were to acquire at least 90% of the outstanding Shares. If, however, the Purchaser does not acquire at least 90% of the then outstanding Shares pursuant to the exercise Offer or otherwise, and a vote of the Company's shareholders is required under NYBCL, a contractual right longer period of first refusal held time will be required to effect the Merger. APPROVAL UNDER THE COMPANY'S CERTIFICATE OF INCORPORATION. Paragraph Seventh of the Company's Restated Certificate of Incorporation provides that if any person owns of record or beneficially (directly or indirectly) more than 10% of the shares of Common Stock of the Company, then certain transactions (including the Merger) may not be effected without the affirmative vote of the holders of at least two-thirds of the shares of Common Stock of the Company, unless such transaction (such as the Merger) was approved in advance by the Company; and (v) any amendment 's board of directors prior to the time that such person became such an owner of more than 10% of the Charter Documents that would adversely affect the rights shares of Common Stock of the Series A Preferred SharesCompany. On January 19, Series B Preferred 2000, the Board of Directors of the Company unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Offer, the Merger, and the purchase of Shares contemplated by the Offer and the Stock Option Agreement. As a result of such unanimous approval by the Company's board of directors, the provisions of Paragraph Seventh of the Company's Restated Certificate of Incorporation shall not apply to the Merger Agreement, the Stock Option Agreement, the Offer or Series C Preferred Sharesthe Merger.

Shareholder Approval. (a) It is the intent The Company shall duly call, give notice of, convene and hold a meeting of the Shareholders holders of Shares for the purpose of voting upon the approval of this Agreement (the “Shareholders’ Meeting”) and shall use its reasonable best efforts to hold the Shareholders’ Meeting as promptly as practicable after the date hereof (and in no event later than thirty (30) days after the mailing of the Proxy Statement). Promptly following the execution of this Agreement, the Company shall prepare, and Parent shall, if requested by the Company, cooperate with the Company in preparing, a proxy statement relating to the Shareholders’ Meeting (together with any amendments thereof and supplements thereto, the “Proxy Statement”). As promptly as practicable after the execution of this Agreement, the Company shall mail the Proxy Statement to the holders of Shares, and the Proxy Statement shall contain the recommendation of the Board of Directors of the Company that all major decisions the holders of Shares vote to approve this Agreement (and in no event later than twenty (20) days after the date hereof). The Company shall provide Parent and its counsel a reasonable opportunity to review the Proxy Statement and shall reasonably consider Parent’s reasonable comments to the Proxy Statement prior to mailing the Proxy Statement to the holders of Shares. The Company shall ensure that the notice for the Shareholders’ Meeting complies with the Act, including a statement of a holder of Shares’ right to assert dissenters’ rights under the Act and shall be made accompanied by a copy of RCW Chapter 23B.13 of the BoardAct. To The Company shall promptly correct any information in the extent Proxy Statement that shareholder becomes false or misleading in any material respect and shall take all reasonable steps to cause the Proxy Statement, as so corrected, to be disseminated to holders of Shares. The Company shall use its reasonable best efforts to solicit from holders of Shares proxies in favor of approval of any matter is required in accordance with this Agreement and shall take all other actions necessary or advisable to secure the Act vote or otherwise, the affirmative vote proxy of the Shareholders holders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”)this Agreement. (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares.

Shareholder Approval. (a) It is The Company shall seek, and use its reasonable best efforts to obtain as soon as possible, but in no event later than 105 days following the intent of date hereof, or 195 days in the Shareholders that all major decisions event the Proxy Materials shall be made reviewed by the Board. To Commission (the extent that “Shareholder Approval Date”), shareholder approval of any matter is required the Amended Certificate, including with respect to the issuance of the Underlying Shares, the reincorporation of the Company and the approval of certain rights of the holders of Preferred Shares, pursuant to Section 4.19, in accordance with the Act or otherwise, the affirmative vote organizational documents of the Shareholders of at least 75% of Company and all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below applicable laws (the “Preferred Shareholder Approval MattersProposal”). (b) For As soon as practicable following the avoidance date of doubtthis Agreement, Preferred Shareholder Approval Matters but in no event later than 60 days following the date of this Agreement, the Company shall include:prepare and file with the Commission preliminary Proxy Materials in connection with the special meeting of the shareholders of the Company (the “Meeting”) seeking approval of the Proposal. The Company shall use its reasonable best efforts to cause such preliminary Proxy Materials to reach the “no further comment” stage as soon as possible (the “Clearance Date”) and to hold the Meeting as soon as possible following the Clearance Date and in no event later than 60 days following the Clearance Date. (ic) any amendment or change The Company’s Board of Directors shall recommend approval of the rightsProposal by the Company’s shareholders, preferencesprovided that such recommendation shall not as a result of events occurring after the date hereof, privileges or powers of, or in the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class sole determination of the Company’s or any Subsidiary’s securities having preferences superior Board of Directors, constitute a breach of a directors’ fiduciary duties to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination shareholders. The Company shall provide the Purchasers an opportunity to review and comment on the Proxy Materials by providing copies of their employment or services or pursuant such Proxy Materials and any revised version thereof to the exercise Purchasers at least three (3) days prior to its filing with the Commission. The Company shall provide the Purchasers excerpts of a contractual right of first refusal held all correspondence from or to the Commission or its staff concerning the Proposal promptly after the same is sent or received by the Company; andCompany and summaries of any comments of the Commission’s staff concerning the Proposal which the Company receives orally promptly after receiving such oral comments. The Company shall (i) furnish to the Purchasers and their legal counsel a copy of the definitive Proxy Materials and any amendments or supplements thereto promptly after the same are first mailed to shareholders or filed with the Commission, (ii) inform the Purchasers of the progress of solicitation of proxies for the Meeting, and (iii) inform the Purchasers of any adjournment of the Meeting and report the result of the vote of shareholders of the Company on the proposal at the conclusion of the Meeting. (vd) If for any amendment reason the Proposal is not approved at the Meeting, the Company shall take such additional actions as are necessary to hold an additional special meeting of its shareholders to consider the Proposal and in conjunction therewith shall hire a nationally recognized proxy solicitation firm, selected by H▇▇▇ Capital which is reasonably acceptable to the Company, to assist the Company in obtaining the necessary shareholder votes to approve the Proposal. (e) The Company shall bear all costs and expenses of the Charter Documents that would adversely affect the rights preparation, mailing and filing of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesProxy Materials.

Shareholder Approval. The Company shall hold a special meeting of shareholders (awhich may also be at the annual meeting of shareholders) It is at the intent earliest practical date after the Initial Closing Date for the purpose of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required in accordance obtaining Shareholder Approval, with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class recommendation of the Company’s or any Subsidiary’s securities having preferences superior 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. The Company shall use its reasonable best efforts to or pari passu with obtain such Shareholder Approval. If the Series A Preferred SharesCompany does not obtain Shareholder Approval at the first meeting, Series B Preferred Shares, Series C Preferred Shares, or any other securities the Company shall call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the Company; (iii) date Shareholder Approval is obtained and the last date the second Subsequent Closing could have occurred pursuant to Section 2.4. Prior to obtaining Shareholder Approval the Company may not issue any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as shares of Common Stock pursuant to dividends or assets senior to or pari passu with the preferences Transaction Documents if such shares exceed 19.9% of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any issued and outstanding shares of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants Common Stock of the Company or its Subsidiaries immediately prior to the execution of this Agreement (the “Share Issuance Limitation”). The shares of Common Stock issued up to the Share Issuance Limitation, shall be allocated first to the Shares issued at the Initial Closing, then any Warrant Shares issued upon termination exercise of their employment or services or the Warrants issued at the Initial Closing prior to the Subsequent Closings, then the Shares issued at the Subsequent Closings, then to the Warrant Shares issuable pursuant to the exercise of a contractual right of first refusal held by Warrants issued at the Company; and (v) any amendment of Initial Closing that remain unexercised following the Charter Documents Subsequent Closings, and then to the Warrant Shares issuable pursuant to the Warrants issued at the Subsequent Closings. The Company represents and warrants that would adversely affect the rights of Securities set forth on Schedule 4.15 do not, in the Series A Preferred Sharesaggregate, Series B Preferred Shares or Series C Preferred Sharesexceed the Share Issuance Limitation.

Shareholder Approval. (a) It is The Company shall provide each shareholder entitled to vote at the intent next annual meeting of shareholders of the Shareholders that all major decisions Company (the “Shareholder Meeting”), which annual meeting shall be made held no later than June 30, 2013 (the “Shareholder Meeting Deadline”)), a proxy statement, substantially in a form which has been previously reviewed by each of the Board. To Buyers and each of their counsel at the extent that shareholder expense of the Company, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of any matter is required a resolution (the “Resolution”) (i) to amend the Charter to increase the Company’s authorized capital stock to 51,000,000 shares of capital stock, 50,000,000 of such shares being Common Stock and 1,000,000 of such shares being preferred stock and (ii) making the Exchange Cap (as defined in the Notes) and the Floor Price (as defined in the Warrants) inapplicable with respect to issuances of Common Stock in excess of the Exchange Cap and below the Floor Price in accordance with applicable law and the Act or otherwiserules and regulations of Principal Market (such affirmative approval of clauses (i) and (ii) is referred to herein as the “Shareholder Approval”), and the Company shall use its best efforts to solicit its shareholders’ approval of the Resolution (which efforts shall include, without limitation, the affirmative vote requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Shareholders of at least 75% of all issued and outstanding Series A Preferred SharesCompany to recommend to the shareholders that they approve the Resolution. 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 obtained on or prior to the Shareholder Meeting Deadline, the Shareholders Company shall cause an additional Shareholder Meeting to be held every three (3) months thereafter until such Shareholder Approval is obtained. Until Shareholder Approval is obtained, (i) the Company shall not, directly or indirectly, issue or sell, or, in accordance with Section 2 of the Warrants, be deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities and shares of Common Stock issuable under Convertible Securities held by any Buyer) for consideration per share (determined in accordance with Section 2 of the Warrants) less than the Floor Price of the Warrants at least 75% any time while any of all issued the Notes or Warrants are outstanding without the prior written consent of the Required Buyers (as defined below), which consent may be granted or withheld in the sole discretion of the Required Buyers and outstanding Series B Preferred (ii) in no event shall any Excluded Securities (other than the Conversion Shares and the Shareholders of at least 75% of all Warrant Shares) be issued, or be deemed to be issued and outstanding Series C Preferred Shares shall be required to approve as contemplated hereby, for less than the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change fair market value of the rights, preferences, privileges Common Stock at the time such Excluded Securities are so issued or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class of the Company’s or any Subsidiary’s securities having preferences superior are so deemed to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharesbe issued.

Shareholder Approval. (a) It is GPP shall promptly take all steps necessary to either: (i) cause a special meeting of its shareholders (the intent "Special Meeting") to be duly called, noticed, convened and held as soon as practicable for the purposes of voting to approve this Agreement, the transactions contemplated hereby and all matters related thereto; or (ii) obtain the unanimous written consent of its shareholders to this Agreement, the transactions contemplated hereby and all matters related thereto (the "Consent Action"). In connection with the Special Meeting or the Consent Action, the Board of Directors of GPP shall, subject to its fiduciary duties, unanimously recommend to the shareholders that the shareholders vote in favor of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwisethis Agreement, the affirmative vote transactions contemplated hereby and all matters related thereto, and the members of the Shareholders Board of at least 75% Directors shall use their reasonable best efforts to secure the required approval of all issued and outstanding Series A Preferred Sharesthe shareholders, the Shareholders including voting any of at least 75% their shares in favor of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”)such approval. (b) For In connection with the avoidance of doubtSpecial Meeting or the Consent Action, Preferred Shareholder Approval Matters GPP will prepare such notices and other documentation as may be required by Law to be furnished to the shareholders, which shall include, without limitation: (i) a copy of this Agreement; (ii) information, notices and forms relating to a shareholder's appraisal rights as required by the DGCL; and (iii) subject to its fiduciary duties, the unanimous recommendation of GPP's Board of Directors that the shareholders approve this Agreement and the transactions contemplated hereby as soon as practicable and, in any event, no later than the time required by Law and GPP's Certificate of Incorporation and Bylaws. (c) The Indemnifying Shareholder hereby irrevocably agrees: (i) any amendment to vote all shares of Common Stock beneficially owned by the Indemnifying Shareholder or change over which the Indemnifying Shareholder otherwise exercises voting control as of the rights, preferences, privileges date hereof or powers of, or at any time hereafter in favor of this Agreement and the restrictions provided for consummation of the benefit of, any class of Preferred Sharestransactions contemplated hereby; (ii) to not sell, transfer, assign or otherwise dispose of any action that authorizes, creates or issues any class shares of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu Common Stock other than in connection with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company;Merger; and (iii) to not grant any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; proxy (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant for the approvals described above) with respect to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants shares of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesCommon Stock.

Shareholder Approval. (a1) It is VCG Holding shall hold a special meeting of shareholders (which may also be at the intent annual meeting of shareholders) on or before January 31, 2005 for the purpose of obtaining Shareholder Approval (as defined below), with the recommendation of VCG’s Board of Directors that such proposal be approved, and VCG 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. “Shareholder Approval” means such approval as may be required by the applicable rules and regulations of the Shareholders that American Stock Exchange (or any successor entity) from the shareholders of VCG with respect to the transactions contemplated by this Subscription Agreement, including the issuance of all major decisions shall be made by of the BoardUnderlying Shares and shares of Common Stock issuable upon exercise of the Warrants in excess of 19.9% of VCG’s issued and outstanding Common Stock on the date hereof. To the extent that shareholder approval of any matter is required Unless Shareholder Approval has been obtained and deemed effective in accordance with the Act or otherwise, the affirmative vote rules and regulations of the Shareholders American Stock Exchange, VCG shall not make any issuance whatsoever of Common Stock or any securities of VCG or its subsidiaries which would entitle the holder thereof to acquire at least 75% of all issued and outstanding Series A Preferred Sharesany time Common Stock, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubtincluding without limitation, Preferred Shareholder Approval Matters shall include: (i) any amendment or change of the debt, preferred stock, rights, preferencesoptions, privileges warrants or powers ofother instrument that is at any time convertible into or exchangeable for, or otherwise entitles the restrictions provided for the benefit ofholder thereof to receive, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities Common Stock other than pursuant with respect to this Agreement the issuance of (a) shares of Common Stock or other contractual rights options to repurchase any Equity Securities held by the employees, officers, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or VCG pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of VCG or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any securities issued hereunder or convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Subscription Agreement to increase the number of such securities and (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a contractual person or entity which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of VCG and in which VCG receives benefits in addition to the investment of funds, but shall not include a transaction in which VCG is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. Each Investor shall be entitled to obtain injunctive relief against VCG to preclude any such issuance, which remedy shall be in addition to any right to collect damages and VCG expressly waives any requirement that any court require such Investor to post any bond in connection therewith. On the Closing Date, VCG shall have delivered to the undersigned written voting agreements of first refusal held by the Company; and (v) any amendment all of the Charter Documents that would adversely affect the rights officers, directors and shareholders holding more than 10% of the Series A Preferred Sharesissued and outstanding shares of Common Stock on the date hereof to vote all Common Stock owned by each of such officers, Series B Preferred Shares or Series C Preferred Sharesdirectors and shareholders in favor of Shareholder Approval amounting to, in the aggregate, at least 50% of the issued and outstanding Common Stock.

Shareholder Approval. (a) It is the intent of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval of any matter this Agreement is required by law, ▇▇▇▇▇▇▇▇ will take (and Acquisition shall use all reasonable efforts to cause ▇▇▇▇▇▇▇▇ to take) all action necessary in accordance with New York law, ▇▇▇▇▇▇▇▇'▇ Certificate of Incorporation, as amended, its By-laws and the Act or otherwise, the affirmative vote requirements of the American Stock Exchange, to convene a special meeting of the ▇▇▇▇▇▇▇▇ Shareholders (the "▇▇▇▇▇▇▇▇ Shareholders Meeting") as promptly as practicable following the expiration of at least 75% the Offer to consider and vote upon the approval of all issued and outstanding Series A Preferred Sharesthe Merger, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares this Agreement and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”)transactions contemplated hereby. (b) For ▇▇▇▇▇▇▇▇'▇ Board of Directors shall, subject to its good faith judgment as to its fiduciary obligations to the avoidance ▇▇▇▇▇▇▇▇ Shareholders imposed by law, recommend that the ▇▇▇▇▇▇▇▇ Shareholders vote in favor of doubtthe Merger, Preferred Shareholder Approval Matters shall include:this Agreement and the transactions hereby contemplated and cause ▇▇▇▇▇▇▇▇ to take all lawful actions to solicit from the ▇▇▇▇▇▇▇▇ Shareholders proxies in favor of such approval. (ic) Notwithstanding the foregoing, if Acquisition and its affiliates shall own at least 90% of the outstanding ▇▇▇▇▇▇▇▇ Shares, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a meeting of shareholders in accordance with Section 905 of the BCL. (d) To the extent shareholder approval of this Agreement is required by law, ▇▇▇▇▇▇▇▇ shall prepare (and Acquisition shall assist where reasonable and appropriate), a proxy statement relating to the ▇▇▇▇▇▇▇▇ Shareholders Meeting (the "▇▇▇▇▇▇▇▇ Proxy Statement") and a form of proxy for use at the ▇▇▇▇▇▇▇▇ Shareholders Meeting relating to the vote of the ▇▇▇▇▇▇▇▇ Shareholders with respect to the Merger, this Agreement and the transactions hereby contemplated (together with any amendments or supplements thereto, in each case in the form or forms mailed to the ▇▇▇▇▇▇▇▇ Shareholders). ▇▇▇▇▇▇▇▇ shall cause (and Acquisition shall use all reasonable efforts to cause) the ▇▇▇▇▇▇▇▇ Proxy Statement to be mailed to ▇▇▇▇▇▇▇▇ Shareholders at the earliest practicable date following consummation of the Offer. Acquisition shall promptly furnish to ▇▇▇▇▇▇▇▇ such information regarding each of Acquisition and heir respective officers and directors as may be reasonably requested by ▇▇▇▇▇▇▇▇ for inclusion in the ▇▇▇▇▇▇▇▇ Proxy Statement as required by any law or by the Commission. (e) ▇▇▇▇▇▇▇▇ covenants that none of the information supplied, or to be supplied, by ▇▇▇▇▇▇▇▇ specifically for inclusion or incorporation by reference in the ▇▇▇▇▇▇▇▇ Proxy Statement, including, without limitation, information concerning ▇▇▇▇▇▇▇▇ or any of its affiliates, directors, officers, employees, agents or representatives in the ▇▇▇▇▇▇▇▇ Proxy Statement will, at the time of mailing of the ▇▇▇▇▇▇▇▇ Proxy Statement or any amendment or change supplement thereto to the ▇▇▇▇▇▇▇▇ Shareholders, contain any untrue statement of any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the rightscircumstances under which they were made, preferencesnot misleading. If, privileges at any time prior to the date of the ▇▇▇▇▇▇▇▇ Shareholders' Meeting, any event with respect to ▇▇▇▇▇▇▇▇ or powers any of its Subsidiaries, or with respect to other information supplied by ▇▇▇▇▇▇▇▇ specifically for inclusion in the ▇▇▇▇▇▇▇▇ Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, the restrictions provided ▇▇▇▇▇▇▇▇ Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the Commission and, as required by law, disseminated to the ▇▇▇▇▇▇▇▇ Shareholders. All documents that ▇▇▇▇▇▇▇▇ is responsible for filing with the benefit Commission in connection with the transactions contemplated herein, including the Schedule 14D-9 or the ▇▇▇▇▇▇▇▇ Proxy Statement, insofar as it relates to ▇▇▇▇▇▇▇▇ or its Subsidiaries or other information supplied by ▇▇▇▇▇▇▇▇ specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Authority other than the Commission will comply in all material respects with the provisions of applicable law as to the information required to be contained therein, except that no covenant is made by ▇▇▇▇▇▇▇▇ with respect to statements made therein based on information supplied by Acquisition or any of their affiliates, directors, officers, employees, agents or representatives in writing for inclusion therein. (f) Acquisition covenants that none of the information supplied, or to be supplied, by Acquisition specifically for inclusion or incorporation by reference in the ▇▇▇▇▇▇▇▇ Proxy Statement, including, without limitation, information concerning Acquisition or any of its affiliates, directors, officers, employees, agents or representatives supplied by Acquisition in connection with ▇▇▇▇▇▇▇▇'▇ preparation of the ▇▇▇▇▇▇▇▇ Proxy Statement will, at the time of mailing of the ▇▇▇▇▇▇▇▇ Proxy Statement or any amendment or supplement thereto to the ▇▇▇▇▇▇▇▇ Shareholders, contain any untrue statement of any 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 were made, not misleading. If, at any time prior to the date of the ▇▇▇▇▇▇▇▇ Shareholders' Meeting, any event with respect to Acquisition, or with respect to other information supplied by Acquisition for inclusion in the ▇▇▇▇▇▇▇▇ Proxy Statement, shall occur which is required to be described in an amendment of, any class of Preferred Shares; (ii) any action or a supplement to, the ▇▇▇▇▇▇▇▇ Proxy Statement, such event shall be so described, and the information required to be filed in such amendment or supplement shall be promptly delivered to ▇▇▇▇▇▇▇▇ for filing with the Commission and, as required by law, dissemination to the ▇▇▇▇▇▇▇▇ Shareholders. All documents that authorizesAcquisition is responsible for filing with the Commission in connection with the transactions contemplated herein, creates including the Schedule 14D-1, insofar as it relates to Acquisition or issues any class other information supplied by Acquisition specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Company’s Securities Act, Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Subsidiary’s securities having preferences superior to or pari passu Governmental Authority other than the Commission will comply in all material respects with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities provisions of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority applicable law as to dividends the information required to be contained therein, except that no covenant is made by Acquisition with respect to statements made therein based on information supplied by ▇▇▇▇▇▇▇▇ or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement Subsidiaries or other contractual rights to repurchase any Equity Securities held by the of their respective affiliates, directors, officers, employees, directors agents or consultants of the Company or its Subsidiaries upon termination of their employment or services or representatives in writing for inclusion therein. (g) Acquisition agrees to cause all ▇▇▇▇▇▇▇▇ Shares purchased pursuant to the exercise Offer and all other ▇▇▇▇▇▇▇▇ Shares owned by Acquisition or any affiliate of a contractual right of first refusal held by the Company; and (v) any amendment Acquisition to be voted in favor of the Charter Documents that would adversely affect the rights approval and adoption of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharesthis Agreement.

Shareholder Approval. The Company agrees, so far as it lawfully may, and each of the Principal Shareholders shall severally procure, to the extent that it is able as a Shareholder, that the Company shall not without the prior written consent of the holder(s) of a majority of the A Ordinary Shares5 then in issue (such consent not to be unreasonably withheld or delayed): (a) It is pass any resolution or present any petition for the intent Company's winding up or liquidation or take any steps with a view to the Company entering into a company voluntary arrangement or administration or pass a resolution inviting a secured creditor to appoint an administrative receiver or receiver; unless in each case an authorised insolvency practitioner shall have advised the directors of the Shareholders Company that all major decisions shall be made the Company is legally obliged to take such action by the Board. To the extent that shareholder approval reason of any matter is required in accordance with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”).having become insolvent; (b) For issue or allot any share or other capital or reduce, convert, sub-divide, cancel, reorganise, or alter any rights attaching to, any shares; (c) grant any share option or right to subscribe, acquire or convert into shares or implement or vary any incentive, bonus or commission arrangement; (d) implement any share buy-back or other return of capital, other than in respect of any share buy-back or return of capital which is designed to return cash to Shareholders on a proportionate basis relative to the avoidance number of doubtShares held by such Shareholders in the Company at such time; (e) register any transfer or allotment of shares except in accordance with this Agreement and the Articles; (f) form any subsidiary, Preferred Shareholder Approval Matters shall include:acquire or dispose of any material interest in any business or company, participate in any partnership, joint venture or profit/revenue sharing arrangement or enter into any scheme of arrangement or merger; (g) re-register the Company as a public or an unlimited company; (h) alter the Company's memorandum of association (if any) or Articles; (i) cease, or make any amendment material change in the nature or change geographical location of the rightsBusiness; 5 This assumes the PPF holds all of the A Ordinary Shares (j) sell, preferencestransfer, privileges lease, license or powers ofdispose by the Company (otherwise than in the ordinary course of trading) of (i) all or a substantial part of its business, undertaking or assets; or (ii) the restrictions provided whole or a substantial part of its real property assets whether by a single transaction or series of transactions, related or not (including whether by licence or option); or (iii) any asset other than on an arm's length basis; or (iv) any asset to an Associate other than in the ordinary course of trading and for the benefit of, any class of Preferred Sharesmarket value; (iik) [permit any action that authorizes, creates material change in the Company's borrowings] [incur [(other than in the ordinary course of trading)] any borrowings in excess of ** ] or issues create any class Encumbrance upon or in respect of the whole or any material part of the Business or any of the Company’s 's material assets; (l) dispose of or out-license any intellectual property rights; (m) enter into any transaction or arrangement outside the ordinary course of trading of the Company with any Associate, manager, director or any Subsidiary’s securities having preferences superior to or pari passu with shareholder of the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Company or any other securities person who is connected to any of its Associate, managers, shareholders or directors whether or not any person shall be party to such transaction or arrangement; (n) enter into any material or long-term agreement (including any mortgage or charge) which is unusual, onerous, not on an arm's length basis or otherwise outside the normal course of trading of the Company; (iiio) make any action that reclassifies loan or provide any outstanding Equity Securities into Equity Securities having preferences surety or priority as to dividends security arrangement in respect of any loan or assets senior to or pari passu with third party obligation whatsoever, other than in the preferences ordinary course of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Sharestrading; (ivp) make any payment otherwise than on an arm's length basis; (q) make any claim for or surrendering of losses for taxation purposes; (r) amend, vary or waive any provisions of or entry into, material breach of, failure to enforce or terminate (or give notice to terminate) any employment arrangements of any person where such person is, or is to be, director or a manager (including any service agreements) where such aforementioned action that repurchases, redeems or retires any would have a material effect on the rights of the Company’s Equity Securities other than Pension Scheme Trustees or the PPF (as the case may be) pursuant to this Agreement or other contractual rights to repurchase otherwise; (s) increase the pay or emoluments (including pension contributions, bonuses and the money value of non-cash benefits) of any Equity Securities held shareholder of the Company, director or manager/or any of their Associates by a total sum representing more than the employeesrate of increase in the all items Retail Price Index; or (t) establish or terminate any profit sharing, directors bonus or consultants incentive scheme for any Shareholder, director or manager of the Company or its Subsidiaries upon termination any of their employment Associates or services any variation of the terms of such a scheme. For the purposes of this Clause 4.1 only, written consent shall include an e-mail sent from an authorised representative of the Pension Scheme Trustees or pursuant the PPF (as the case may be) to the exercise an authorised representative or director of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares.

Shareholder Approval. (a) It is The Company shall submit this Agreement, the intent Agreement of Merger and the transactions contemplated hereby to its shareholders for approval and adoption as provided by Florida Law and the articles of incorporation and bylaws of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote Company within five days of the Shareholders of at least 75% of all issued date hereof. Such submission, and outstanding Series A Preferred Sharesany proxy or consent in connection therewith, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”). (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change shall include a solicitation of the rights, preferences, privileges or powers of, or approval of the restrictions provided for the benefit of, any class holders of Preferred Shares; Company Common Stock and (ii) any action shall specify that authorizes, creates or issues any class adoption of this Agreement and approval of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with Merger shall constitute approval by the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities Company Shareholders of the Company; appointment of S▇▇▇▇ ▇▇▇▇▇ as Securityholder Agent, under and as defined in this Agreement. The Company shall use its commercially reasonable efforts to obtain the consent of the Company Shareholders sufficient to (i) approve the Merger, this Agreement and the transactions contemplated hereby, (ii) constitute a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together, (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences constitute a majority of the Series A Preferred Sharesoutstanding shares of Company Common Stock, Series B Preferred Shares or Series C Preferred Shares; and (iv) enable the Closing to occur as promptly as practicable. In addition, the Company shall (i) promptly submit for approval by the Company Shareholders by the requisite vote (and in a manner satisfactory to Parent) any action payments of stock contemplated by this Agreement that repurchasesParent determines may constitute "parachute payments" pursuant to Section 280G of 36 the Code, redeems or retires any such that all such payments resulting from the transactions contemplated hereby shall not be deemed to be "parachute payments" pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, or (ii) deliver to Parent evidence satisfactory to Parent that a Company Shareholder vote was held in conformance with Section 280G and the regulations thereunder, or that such requisite Shareholder approval has not been obtained with respect to any payment of stock that may be deemed to constitute a "parachute payment" within the meaning of Section 280G of the Code and, as a consequence, that such "parachute payment" shall not be made or provided. Each of Parent and the Company agrees to provide promptly to the other such information concerning its business and affairs as may be required or appropriate in the disclosure materials submitted to the Company Shareholders (the "Soliciting Materials") and to cause its representatives to cooperate with the other's representatives in the preparation of the Soliciting Materials. The Soliciting Materials submitted to the Company Shareholders shall be subject to the review and approval by Parent (and include information regarding the Company’s Equity Securities other than pursuant , the terms of the Merger and this Agreement and the recommendation of the Board of Directors of the Company in favor of the Merger and this Agreement, and the transactions contemplated hereby). The Company warrants that none of the information contained in any documents mailed or delivered to the Company Shareholders in connection with soliciting their consent to this Agreement or other contractual rights the Merger, including the Soliciting Materials, will contain any untrue statement of a material fact or omit to repurchase state any Equity 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent in writing specifically for inclusion or incorporation by reference in any of the Soliciting Materials. Parent warrants that none of the information supplied by Parent in writing for inclusion in any documents mailed or delivered to the Company Shareholders in connection with soliciting their consent to this Agreement and the Merger, including the Soliciting Materials, will 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 Company shall promptly advise Parent, and Parent shall promptly advise the Company, in writing, if at any time prior to the Effective Time either the Company or Parent shall obtain knowledge of any facts that would make it necessary or appropriate to amend or supplement the Soliciting Materials in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable Law. The Company agrees to arrange for, at Parent's expense (not to exceed $5,000), a Purchaser Representative who shall have such knowledge and experience in financial and business matters that the Purchaser Representative is capable of evaluating the merits and risks of an investment in the Parent Common Stock, and who shall otherwise satisfy the requirements of Rule 501(h) under the Securities held by Act, to act as "purchaser representative" within the employeesmeaning of Rule 501(h) under the Securities Act, directors or consultants for certain of the Company or its Subsidiaries upon termination Shareholders in connection with the Merger. The Purchaser Representative shall be available at reasonable times to meet with Company Shareholders to discuss with them the merits and risks of their employment or services or the investment in Parent Common Stock pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesMerger.

Shareholder Approval. The Company shall either (ax) It is if the intent Company shall have obtained the prior written consent of the Shareholders that all major decisions shall be made by the Board. To the extent that shareholder approval of any matter is required in accordance with the Act or otherwise, the affirmative vote of the Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below requisite shareholders (the “Preferred Shareholder Approval MattersConsent”) to obtain the Shareholder Approval, inform the shareholders of the Company of the receipt of the Shareholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 90 calendar days after the Closing), an information statement with respect thereto or (y) provide each shareholder entitled to vote at a special meeting of shareholders of the Company (the “Shareholder Meeting”). , which shall be promptly called and held not later than 150 days after the Closing Date (b) For the avoidance of doubt“Shareholder Meeting Deadline”), Preferred Shareholder Approval Matters shall include: (i) any amendment or change a proxy statement, in each case, in a form reasonably acceptable to the Buyers and K▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇ LLP, at the expense of the rightsCompany, preferenceswith the Company obligated to reimburse the expenses of K▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇ LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, privileges or powers ofif any, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class shall solicit each of the Company’s or any Subsidiaryshareholder’s securities having preferences superior to or pari passu affirmative vote at the Shareholder Meeting for approval of resolutions (“Shareholder Resolutions”) providing for (A) an increase in authorized Common Stock and (B) the approval of the issuance of all of the Securities in compliance with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities rules and regulations of the Company; Principal Market (iiiwithout regard to any limitations on conversion or exercise set forth in the Notes or Warrants, respectively) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority (such affirmative approval being referred to herein as the “Shareholder Approval”, and the date such Shareholder Approval is obtained, the “Shareholder Approval Date”), and the Company shall use its reasonable best efforts to dividends or assets senior solicit its shareholders’ approval of such resolutions and to or pari passu with cause the preferences Board of Directors of the Series A Preferred SharesCompany to recommend to 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, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of despite the Company’s Equity Securities other than pursuant reasonable best efforts the Shareholder Approval is not obtained on or prior to this Agreement or other contractual rights to repurchase any Equity Securities held by the employeesShareholder Meeting Deadline, directors or consultants of the Company shall cause an additional Shareholder Meeting to be held on or its Subsidiaries upon termination of their employment or services or pursuant prior to 240 days after the exercise of a contractual right of first refusal held by Closing Date. If, despite the Company; and (v) any amendment of ’s reasonable best efforts the Charter Documents that would adversely affect Shareholder Approval is not obtained after such subsequent shareholder meetings, the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesCompany shall cause an additional Shareholder Meeting to be held semi-annually thereafter until such Shareholder Approval is obtained.

Shareholder Approval. (a) It is Company shall mail to its shareholders as promptly as reasonably practicable, but in no event later than five days after the intent of date that the Registration Statement becomes effective, the Proxy Statement and all other customary proxy or other materials for meetings such as the Company Shareholders that all major decisions shall be made by the Board. To Meeting and, to the extent that shareholder approval of required by applicable Law, as promptly as reasonably practicable prepare and distribute to Company shareholders any matter is required in accordance with supplement or amendment to the Act or otherwise, Proxy Statement if any event shall occur which requires such action at any time prior to the affirmative vote of the Company Shareholders of at least 75% of all issued and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares and the Shareholders of at least 75% of all issued and outstanding Series C Preferred Shares shall be required to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”)Meeting. (b) For Subject to Section 8.1, Company shall take all action necessary in accordance with the avoidance WBCA and the Company Articles of doubtIncorporation and Company Bylaws to duly call, Preferred give notice of, convene and hold a meeting of its shareholders as promptly as practicable, but in no event later than 45 days after the date that the Registration Statement becomes effective, for the purpose of obtaining the Requisite Shareholder Approval Matters (such meeting or any adjournment or postponement thereof, the “Company Shareholders Meeting”), and, except in the case of a Company Adverse Recommendation Change pursuant to Section 6.8(f), shall include:solicit, and use its reasonable best efforts to obtain, the Requisite Shareholder Approval thereat and shall include the Company Board Recommendation in the Proxy Statement. Company agrees that, unless this Agreement is terminated pursuant to Section 8.1(f), its obligations pursuant to this Section 6.3(b) to convene and hold the Company Shareholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Company of any Company Takeover Proposal or by the effecting of a Company Adverse Recommendation Change. (c) Company shall cooperate with and keep Parent informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its shareholders. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Shareholders Meeting: (i) any amendment or change of to the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; extent required by applicable Law; (ii) any action that authorizes, creates or issues any class if as of the Company’s time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or any Subsidiary’s securities having preferences superior by proxy) to or pari passu with constitute a quorum necessary to conduct the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities business of the Company; Company Shareholders’ Meeting; or (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences prior written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned). In addition, if at any time following the dissemination of the Series A Preferred SharesProxy Statement, Series B Preferred Shares either Company or Series C Preferred Shares; (iv) any action Parent reasonably determines in good faith that repurchasesthe Requisite Shareholder Approval is unlikely to be obtained at the Company Shareholders Meeting, redeems then on a single occasion and prior to the vote contemplated having been taken, each of Company and Parent shall have the right to require a single adjournment or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants postponement of the Company Shareholders Meeting; provided, that no such adjournments or postponements shall delay the Company Shareholders Meeting by more than 30 days from the originally scheduled date. During any such period of adjournment or postponement, Company shall continue in all respects to comply with its Subsidiaries upon termination of their employment obligations under this Section 6.3 and Section 6.8. Except as set forth in this Section 6.3, Company shall not have any obligation to postpone or services or pursuant to adjourn the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred SharesCompany Shareholders Meeting.

Shareholder Approval. The Company shall duly call, give notice of, convene and hold (ai) It is the intent a meeting of the Shareholders that all major decisions holders of Shares for the purpose of voting upon the approval of this Agreement (the “Shareholders’ Meeting”) and (ii) a meeting of the holders of Shares for the purpose of obtaining the Section 280G Vote and the Plan Vote (the “280G/Plan Meeting”) and shall be made use its reasonable best efforts to hold the Shareholders’ Meeting and the 280G/Plan Meeting as promptly as practicable after the date hereof. Promptly following the execution of this Agreement, the Company shall prepare, and Parent shall, if requested by the BoardCompany, cooperate with the Company in preparing, a proxy statement relating to the Shareholders’ Meeting (together with any amendments thereof and supplements thereto, the “Proxy Statement”) and a proxy statement (together with any amendments thereof and supplements thereto, the “280G/Plan Statement”) relating to the 280G/Plan Meeting. To As promptly as practicable after the extent execution of this Agreement, the Company shall mail the Proxy Statement and the 280G/Plan Statement to the holders of Shares, and the Proxy Statement shall contain the recommendation of the Board of Directors of the Company that shareholder the holders of Shares vote to approve this Agreement. The Company shall provide Parent and its counsel a reasonable opportunity to review the Proxy Statement and the 280G/Plan Statement and shall reasonably consider Parent’s reasonable comments to the Proxy Statement and the 280G/Plan Statement prior to mailing the Proxy Statement and the 280G/Plan Statement to the holders of Shares. The Company shall promptly correct any material information in the Proxy Statement or the 280G/Plan Statement that becomes false or misleading in any material respect and shall take all reasonable steps to cause the Proxy Statement or the 280G/Plan Statement, as so corrected, to be disseminated to holders of Shares. The Company shall use its reasonable best efforts to solicit from holders of Shares proxies in favor of approval of any matter is this Agreement and shall take all other actions necessary or advisable to secure the vote or proxy of holders of Shares required by the IBCA to approve this Agreement. With respect to the ESOP, the Trustee shall solicit participants in and beneficiaries and alternate payees of the ESOP to direct the Trustee as to the voting of Shares held in their respective accounts under the ESOP in accordance with the Act or otherwise, the affirmative vote terms of the Shareholders of at least 75% of all issued ESOP documents and outstanding Series A Preferred Shares, the Shareholders of at least 75% of all issued and outstanding Series B Preferred Shares applicable Law. The Trustee shall provide Parent and the Shareholders of at least 75% of Company and their respective counsel a reasonable opportunity to review and provide reasonable comments on all issued written materials to be provided to ESOP participants, beneficiaries and outstanding Series C Preferred Shares shall be required alternate payees relating to approve the matters listed in Section 4.2(b) below (the “Preferred Shareholder Approval Matters”)such pass-through voting. (b) For the avoidance of doubt, Preferred Shareholder Approval Matters shall include: (i) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any class of Preferred Shares; (ii) any action that authorizes, creates or issues any class of the Company’s or any Subsidiary’s securities having preferences superior to or pari passu with the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, or any other securities of the Company; (iii) any action that reclassifies any outstanding Equity Securities into Equity Securities having preferences or priority as to dividends or assets senior to or pari passu with the preferences of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares; (iv) any action that repurchases, redeems or retires any of the Company’s Equity Securities other than pursuant to this Agreement or other contractual rights to repurchase any Equity Securities held by the employees, directors or consultants of the Company or its Subsidiaries upon termination of their employment or services or pursuant to the exercise of a contractual right of first refusal held by the Company; and (v) any amendment of the Charter Documents that would adversely affect the rights of the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares.