The Plan shall become effective on the date it is adopted by the Board of Directors of the Company, provided that the shareholders of the Company approve it within 12 months after such date and then reapprove every five (5) years.

Shareholder Approval. The Company will obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

Shareholder Approval. The Company shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted. Such shareholder approval shall be obtained in the manner and to the degree required under Applicable Laws.

Shareholder Approval. The Company shall hold a special meeting of its shareholders within sixty (60) days of the Extended Termination Date (as defined in that certain Amendment No. 2 to Agreement and Plan of Merger dated as of January 5, 2018, or at such other date that Broadridge Financial Solutions, Inc. recommends for timely processing of materials for the special meeting, at which the Company shall present to its shareholders a proposal for approval of the Notes, the Warrants and the $1.75 million of Common Stock and warrants sold in August 2016 (the “August 2016 Securities”) sold under the Securities Purchase Agreement by the Company (the “Special Meeting”) and shall recommend that shareholders vote “for” such proposals (such approval, “Shareholder Approval”). In the event the issuances are not approved at the Special Meeting, the Company shall hold an additional shareholder meeting, within one hundred twenty (120) days of the Special Meeting, at which the Company shall present to shareholders a proposal for approval of the issuances. Until such time as the issuances are approved by shareholders of the Company, the Company shall continue to hold shareholder meetings, each held within one hundred twenty (120) days of the prior shareholder meeting. In the event that the issuances have not been approved by shareholders of the Company within sixty (60) days of the date of the Extended Termination Date as a result of gross negligence by the Company (the “Shareholder Approval Deadline”), then, in addition to any other rights the holders may have hereunder or under applicable law, the Company shall pay to the holders on each one hundred twenty (120) day anniversary of the Shareholder Approval Deadline (if Shareholder Approval has not been obtained) until such shareholder approval has been obtained, as partial liquidated damages and not as a penalty, equal to one percent (1.0%) of the aggregate value of Notes or August 2016 Securities investment amount (as defined in that certain Amendment No. 2 to Agreement and Plan of Merger dated as of January 5, 2018) for each month past the Shareholder Approval Deadline that the Shareholder Approval has not been obtained (pro-rated for any partial month in which such Shareholder Approval has not been obtained), provided, however, the Company shall not pay to the holder more than twelve percent (12%) of such amounts pursuant to this Agreement.

Shareholder Approval. The Company shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

Shareholder Approval. The Company shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted. Such shareholder approval shall be obtained in the manner and to the degree required under Applicable Laws.

Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, in the event the shareholders of Parent do not approve Executive’s appointment as the executive director of Parent or President and Chief Executive Officer of Parent within ninety (9i[[Company:Organization]]) days following the Effective Date, the Company may terminate this Agreement and Executive’s employment hereunder without any obligation to pay additional compensation under this Agreement or any other liability to Executive, other than any payments required by the first sentence of Section 3(c[[Company:Organization]]. For the avoidance of doubt, Executive shall not have Good Reason to resign his employment in the event he is not appointed as member of the Board or President and Chief Executive Officer or Parent because of the failure to obtain such shareholder approval.

Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted. Such shareholder approval shall be obtained in the manner and to the degree required under Applicable Laws.