Company Stockholder Approval. The approval and adoption of this Agreement and the approval of the Transactions by the Company Stockholders requires the affirmative vote of # the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class on an “as-converted” to Company Common Stock basis , # two-thirds of the outstanding shares of Company Series A Preferred Stock, voting as a separate class and # a two-thirds of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, in each case, given in writing or at a meeting in accordance with the Company Certificate of Incorporation (collectively, the “Company Stockholder Approval”). The Company Stockholder Approval is the only vote of holders of securities of the Company necessary to approve the Merger.

The # affirmative vote (in person or by proxy) of the holders of a majority of the issued and outstanding shares of Voting Common Stock in favor of the adoption of this Agreement, # separate affirmative vote (in person or by proxy) of a majority of the issued and outstanding shares of Preferred Stock in favor of the adoption of this Agreement and # separate affirmative vote (in person or by proxy) of the holders of a majority of the issued and outstanding shares of Voting Common Stock and the issued and outstanding Preferred Stock, voting together as one class, in favor of the adoption of this Agreement (collectively, the “Stockholder Approval”) are the only votes or approvals of the holders of any class or series of capital stock of the Company that are necessary to adopt this Agreement.