EX-10.2
from 8-K
5 pages
1. Until the Termination Date (As Defined Below), the Parties Will Appear in Person or by Proxy at Each Shareholder Meeting and Will Vote or Cause to Be Voted (Including, Without Limitation, in Any Action by Written Consent) All Voting Securities Beneficially Owned, or Deemed to Be Beneficially Owned (As Determined Under Rule 13d-3 Promulgated Under the Securities Exchange Act of 1934, as Amended), and Entitled to Vote as of the Applicable Record Date, by the Parties: (A) in Favor of the Slate of Directors Recommended by the Board, and (B) Otherwise in Accordance With the Board’s Recommendations With Respect to Any Other Properly Vetted Proposals Submitted to the Shareholders of the Company. Further, the Parties Will, if Requested by the Company, Publicly (And in Any Engagement With Shareholders and Proxy Advisory Firms) and Privately Support the Company (Including the Board), Director Nominations, Proposals and/or Announcements Made by the Company, and Solicit Proxies in Accordance With the Board’s Recommendations With Respect to the Director Nominations and Proposals Submitted at Each Shareholder Meeting Until the Termination Date (It Being Understood That Such Solicitation Would Not Require the Parties to Hire Their Own Proxy Solicitor at Their Own Expense to Solicit Independently of the Company)
12/34/56