Company will file a preliminary proxy statement within 30 days of the Effective Date, and use its commercially reasonable best efforts to obtain stockholder approval of this Agreement, the Preferred Shares, the Warrant, and the issuance of the Conversion Shares, in accordance with the requirements of NYSE MKT rules or a waiver from NYSE MKT (“ 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.