Company will use its commercially reasonable best efforts to obtain stockholder approval of this Agreement and the issuance of the Conversion Shares, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d) or a waiver from Nasdaq of Listing Rule 5635(d) (“ Approval ”) as soon as practicable after the Effective Date.  Company, its board of directors, and each of its directors will vote all proxies given to them in favor of Approval.