Common use of Agreement to Vote Shares; Irrevocable Proxy Clause in Contracts

Agreement to Vote Shares; Irrevocable Proxy. a. In furtherance of the foregoing and to the extent permitted by applicable law, rule or regulation, (I) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote or to execute a written consent or consents with respect to the Shares if stockholders of Liquidia are requested to vote their shares through the execution of an action by written consent in lieu of any annual or special meeting of stockholders of Liquidia: (i) in favor of the adoption and approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement and the other Ancillary Agreements (as defined in the Merger Agreement) at every meeting (or in connection with any action by written consent) of the stockholders of Liquidia at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any Takeover Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Liquidia under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement or the other Ancillary Agreements or the fulfillment of HoldCo’s, Liquidia’s or Liquidia Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of capital stock of Liquidia (including any amendments to Liquidia’s or HoldCo’s organizational documents). In the event Stockholder executes a written consent conveying the Shares as contemplated above and voting in favor of the adoption and approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, (II) Stockholder (i) represents and warrants that any written consent shall, when executed and delivered, be duly and validly executed and delivered and binding upon Stockholder, and (ii) covenants and agrees that such written consent will be binding upon Stockholder and enforceable at the Effective Time. For purposes herein, “

Agreement to Vote Shares; Irrevocable Proxy. a. In furtherance of the foregoing and to the extent permitted by applicable law, rule or regulation, (Ia) Each Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of the Shares to vote or to execute a written consent or consents with respect to if the Shares if stockholders of Liquidia Parent are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of the stockholders of LiquidiaParent: (i) in favor of the adoption and approval issuance by Parent of the Merger Agreement and Parent Common Stock Consideration to be issued in connection with the consummation Closing of the Merger Mergers and any other action required to consummate the other transactions contemplated by Mergers that may be submitted to a vote of the Merger Agreement and the other Ancillary Agreements (as defined in the Merger Agreement) stockholders of Parent, at every meeting (or in connection with any action by written consent) of the stockholders of Liquidia Parent at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any Takeover Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Liquidia Parent, Merger Sub or Successor Sub under the Merger Agreement or of Stockholder under this Agreement and (32) any action, proposal, transaction or agreement that could reasonably be expected to impede, impede or materially interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement or the other Ancillary Agreements Mergers or the fulfillment of HoldCoParent’s, Liquidiathe Company’s, Merger Sub’s or Liquidia Merger Successor Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of capital stock of Liquidia Parent (including by way of any amendments to LiquidiaParent’s Certificate of Incorporation or HoldCo’s organizational documentsBylaws). In Each Stockholder shall retain at all times the event Stockholder executes a written consent conveying the right to vote its Shares as contemplated above in its sole discretion and voting without any other limitation on those matters other than those set forth in favor of the adoption and approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, (II) Stockholder clauses (i) represents and warrants that any written consent shall, when executed and delivered, be duly and validly executed and delivered and binding upon Stockholder, and (ii) covenants and agrees that such written consent will be binding upon Stockholder and enforceable are at the Effective Timeany time or from time to time presented for consideration to Parent’s stockholders generally. For purposes hereinthe avoidance of doubt, “clauses (i) and (ii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by Parent’s board of directors.

Agreement to Vote Shares; Irrevocable Proxy. a. In furtherance of the foregoing and to the extent permitted by applicable law, rule or regulation, (Ia) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote or to execute a written consent or consents with respect to the Shares if stockholders holders of Liquidia Company Securities are requested to vote their shares through the execution of an action by written consent in lieu of any annual or special meeting of stockholders holders of LiquidiaCompany Securities: (i) in favor of the adoption Merger and approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement and the other Ancillary Agreements (as defined in the Merger Agreement) at every meeting (or in connection with any action by written consent) of the stockholders holders of Liquidia Company Securities at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1A) any Takeover ProposalProposal of any Person other than Parent and its Affiliates, (2B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Liquidia the Company under the Merger Agreement or of Stockholder under this Agreement and (3C) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement or the other Ancillary Agreements or the fulfillment of HoldCoParent’s, Liquidiathe Company’s or Liquidia Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of capital stock of Liquidia the Company (including any amendments to Liquidiaany of the Governing Instruments); provided, that each of Stockholder’s or HoldCovoting obligations set forth in this Section 3(a) and Stockholder’s organizational documents). In appointment of Parent as its proxy and attorney-in-fact pursuant to Section 3(b) will be suspended for so long as the event Stockholder executes a written consent conveying Company’s board of directors is not recommending that stockholders of the Shares as contemplated above and voting Company vote in favor of the adoption Merger. For the avoidance of doubt, each of Stockholder’s voting obligations set forth in this Section 3(a) and approval Stockholder’s appointment of Parent as its proxy and attorney-in-fact pursuant to Section 3(b) will be in full force at any time that the Company’s board of directors is recommending that stockholders of the Merger Agreement and the consummation Company vote in favor of the Merger and the other transactions contemplated by the Merger Agreement, (II) Stockholder (i) represents and warrants that any written consent shall, when executed and delivered, be duly and validly executed and delivered and binding upon Stockholder, and (ii) covenants and agrees that such written consent will be binding upon Stockholder and enforceable at the Effective Time. For purposes herein, “Merger.

Agreement to Vote Shares; Irrevocable Proxy. a. In furtherance of the foregoing and to the extent permitted by applicable law, rule or regulation, (Ia) Each Stockholder agrees during the term of this Agreement to vote the its Shares, and to cause any holder of record of its Shares to vote the Shares, or to execute a written consent or consents with respect to the Shares if stockholders of Liquidia W. P. Xxxxx or NewCo REIT are requested to vote their shares through the execution of an action by written consent in lieu of any annual or special a meeting of stockholders of Liquidiastockholders: (i) in favor of (A) the adoption of the Conversion Agreement and approval of the W. P. Xxxxx Conversion, and each of the actions contemplated by the Conversion Agreement and (B) the adoption of the Merger Agreement and the consummation approval of the Merger Merger, and each of the other transactions actions contemplated by the Merger Agreement and the other Ancillary Agreements (as defined in the Merger Agreement) , at every meeting (or in connection with any action by written consent) of the stockholders of Liquidia W. P. Xxxxx or NewCo REIT, as applicable, at which such matters are considered and at every adjournment or postponement thereof; and (ii) against (1A) any Takeover ProposalW. P. Xxxxx Competing Transaction, (2B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Liquidia W. P. Xxxxx or NewCo REIT under the Conversion Agreement or the Merger Agreement Agreement, as applicable, or of Stockholder under this Agreement and (3C) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement or the other Ancillary Agreements Transactions or the fulfillment of HoldCo’sX. X. Xxxxx’x, LiquidiaNewCo REIT’s or Liquidia Merger Sub’s conditions under the Conversion Agreement or the Merger Agreement Agreement, as applicable, or change in any manner the voting rights of any class of shares of capital stock of Liquidia W. P. Xxxxx or NewCo REIT (in each case, including any amendments to Liquidia’s or HoldCo’s organizational documents). In the event Stockholder executes a written consent conveying the Shares as contemplated above and voting in favor of the adoption and approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger W. P. Xxxxx LLC Agreement, (II) Stockholder (i) represents and warrants that any written consent shallW. P. Xxxxx Bylaws, when executed and delivered, be duly and validly executed and delivered and binding upon Stockholder, and (ii) covenants and agrees that such written consent will be binding upon Stockholder and enforceable at the Effective Time. For purposes herein, “NewCo REIT Charter or NewCo REIT Bylaws).

Agreement to Vote Shares; Irrevocable Proxy. a. In furtherance of the foregoing and to the extent permitted by applicable law, rule or regulation, (Ia) Stockholder agrees during During the term of this Agreement to vote the SharesAgreement, and to cause any holder of record of Shares each Parent Stockholder agrees to vote or cause to be voted the Voting Shares he, she or it Beneficially Owns, and to execute a written consent or consents with respect to the Shares if stockholders of Liquidia Parent are requested to vote their shares through the execution of an action by written consent in lieu of any annual or special meeting of stockholders of Liquidiaconsent: (i) in favor of the adoption and approval of the Merger Agreement and the consummation Transactions contemplated thereby, including without limitation the Merger, the issuance of the Merger Closing Shares, Contingent Shares and Restricted Shares, and the other transactions amendments to Parent’s Charter Documents contemplated by the Merger Agreement and the other Ancillary Agreements (as defined in the Merger Agreement) at every meeting (or in connection with any request for action by written consent) of the stockholders of Liquidia Parent at which such matters are considered and at every adjournment or postponement thereof; and (ii) against (A) any proposal or offer from any Person (other than the Company or any of its Affiliates) concerning (1) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any Takeover Proposalof the Parent Parties, (2) the issuance or acquisition of shares of capital stock or other equity securities of any of the Parent Parties, or (3) the sale, lease, exchange or other disposition of any significant portion of any of the Parent Parties’ properties or assets, (B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Liquidia any of the Parent Parties under the Merger Agreement or of Stockholder under this Agreement Agreement, and (3C) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement or the other Ancillary Agreements or the fulfillment of HoldCo’s, Liquidia’s or Liquidia Merger Sub’s any of the Parent Parties’ conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of capital stock of Liquidia Parent (including any amendments to LiquidiaParent’s or HoldCo’s organizational documents). In the event Stockholder executes a written consent conveying the Shares as contemplated above and voting in favor of the adoption and approval of the Merger Agreement and the consummation of the Merger and the other transactions Charter Documents not contemplated by the Merger Agreement, other than any amendments to the Parent’s Charter Documents to extend the Termination Date (II) Stockholder (i) represents and warrants that any written consent shall, when executed and delivered, be duly and validly executed and delivered and binding upon Stockholder, and (ii) covenants and agrees that as such written consent will be binding upon Stockholder and enforceable at the Effective Time. For purposes herein, “term is defined in Parent’s Charter Documents)).

Agreement to Vote Shares; Irrevocable Proxy. a. In furtherance of (a) Agreement to Vote and Approve. Shareholder (solely in his capacity as such) irrevocably and unconditionally agrees from the foregoing and to the extent permitted by applicable law, rule or regulation, (I) Stockholder agrees during the term execution of this Agreement until the Expiration Time, at any meeting of the shareholders of the Company (including, for the removal of a doubt, any Special Meeting (as such term is defined in the ICL)) called with respect to vote the Sharesfollowing matters, and to cause any holder of record of Shares to vote at every adjournment or to execute a postponement thereof, and on every action or approval by written consent or consents of the Company Shareholders with respect to any of the Shares if stockholders following matters, to be present (in person or in proxy) or cause to be present, and Vote or cause the holder of Liquidia are requested record to vote their shares through Vote the execution of an action by written consent in lieu of any annual or special meeting of stockholders of LiquidiaShares: (i) in favor of the adoption and approval of (1) the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and (2) any proposal to adjourn or postpone such meeting of Shareholders of the Company to a later date if there are not sufficient votes to approve the Merger Agreement and the other Ancillary Agreements (as defined in the Merger Agreement) at every meeting (or in connection with any action by written consent) of the stockholders of Liquidia at which such matters are considered Merger; and at every adjournment or postponement thereof; (ii) against (1) any Takeover Acquisition Proposal, Alternative Acquisition Agreement, or any of the transactions contemplated thereby (including, for the removal of a doubt, any Acquisition Transaction), (2) any action, proposal, transaction transaction, or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty warranty, or any other obligation or agreement of Liquidia the Company under the Merger Agreement or of Stockholder Shareholder under this Agreement Agreement, and (3) any action, proposal, transaction transaction, or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect affect, or inhibit the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement or the other Ancillary Agreements or the fulfillment of HoldCoParent’s, Liquidia’s the Company’s, or Liquidia Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of capital stock of Liquidia the Company (including any amendments to Liquidiathe Company’s or HoldCo’s organizational documentsCharter Documents). In the event Stockholder executes a written Any such Vote shall be cast (or consent conveying the Shares as contemplated above and voting in favor of the adoption and approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated shall be given) by the Merger AgreementShareholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such Vote (II) Stockholder (i) represents and warrants that any written consent shall, when executed and delivered, be duly and validly executed and delivered and binding upon Stockholder, and (ii) covenants and agrees that such written consent will be binding upon Stockholder and enforceable at the Effective Time. For purposes herein, “or consent).

Agreement to Vote Shares; Irrevocable Proxy. a. In furtherance of (a)For so long as the foregoing and to the extent permitted by applicable lawSpecial Committee has not made an Adverse Recommendation Change, rule or regulation, (I) Stockholder agrees during the term of this Agreement to vote the Shareshis Shares (either in person, by proxy, execution of an action by written consent or consents or otherwise), and to cause any holder of record of his Shares to vote or to execute a written consent or consents with respect to the Shares if stockholders of Liquidia are requested to vote their shares through the (either in person, by proxy, execution of an action by written consent in lieu of any annual or special meeting of stockholders of Liquidia: consents or otherwise): (i) in favor of the adoption and approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement and the other Ancillary Agreements (as defined in Merger, the Merger Agreement) , the Amendment to the Articles and the Financing Transactions, at every meeting (or in connection with any action by written consent) of the stockholders of Liquidia Parent at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any Takeover Acquisition Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Liquidia Parent under the Merger Agreement or any definitive documents governing the Financing Transactions or of Stockholder under this Agreement and (3) any action, proposal, transaction or agreement that could reasonably be expected to would impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement or the other Ancillary Agreements or the fulfillment of HoldCoParent’s, Liquidiathe Company’s or Liquidia the Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of capital stock Parent. For the avoidance of Liquidia (including doubt and notwithstanding any amendments to Liquidia’s or HoldCo’s organizational documents). In other term hereof, in the event the Special Committee has made any Adverse Recommendation Change, this Agreement shall immediately and automatically terminate and Stockholder executes a will not be bound by any of the provisions hereof and shall be free to vote the Shares (either in person, by proxy, execution of an action by written consent conveying the or consents or otherwise), and to cause any holder of record of Shares as contemplated above and voting to vote (either in favor person, by proxy, execution of the adoption and approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated an action by the Merger Agreement, (II) Stockholder (i) represents and warrants that any written consent shallor consents or otherwise), when executed and deliveredon any matter or proposal submitted to Parent stockholders for action or consideration, be duly and validly executed and delivered and binding upon Stockholderincluding without limitation, and (ii) covenants and agrees that such written consent will be binding upon Stockholder and enforceable at the Effective Time. For purposes herein, “any Superior Acquisition Proposal.

Agreement to Vote Shares; Irrevocable Proxy. a. In furtherance of the foregoing and to the extent permitted by applicable law, rule or regulation, (Ia) Stockholder agrees during the term of this Agreement to vote the SharesShares at any annual or special meeting of stockholders of Parent, and to cause any holder of record of Shares to vote or to execute a written consent or consents with respect to the Shares if stockholders of Liquidia Parent are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of LiquidiaParent, and to cause any holder of record of Shares to vote: (i) in favor of the adoption and (1) approval of the Merger and the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement and the other Ancillary Agreements (as defined in the Merger Agreement) thereunder, at every meeting (or in connection with any action by written consent) of the stockholders of Liquidia Parent at which such matters are considered and at every lawful adjournment or postponement thereofthereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii) against (1) any Takeover Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Liquidia Parent under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or agreement that could which would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation result in any of the Merger and the other transactions contemplated by the Merger Agreement or the other Ancillary Agreements or the fulfillment of HoldCo’s, Liquidiaconditions to Parent’s or Liquidia Merger Sub’s conditions obligations under the Merger Agreement or change not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of Parent only with respect to the specific matters set forth herein. Except as set forth in any manner the voting rights of any class of shares of capital stock of Liquidia (including any amendments to Liquidia’s or HoldCo’s organizational documents). In the event Stockholder executes a written consent conveying the Shares as contemplated above and voting in favor of the adoption and approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, (II) Stockholder clauses (i) represents and warrants that any written consent shall, when executed and delivered, be duly and validly executed and delivered and binding upon Stockholder, and (ii) covenants and agrees that such written consent will of this Section 3(a), Stockholder shall not be binding upon Stockholder and enforceable at restricted from voting in favor of, against or abstaining with respect to any other matter presented to the Effective Time. For purposes herein, “stockholders of Parent.

Agreement to Vote Shares; Irrevocable Proxy. a. In furtherance of the foregoing and to the extent permitted by applicable law, rule or regulation, (Ia) Stockholder agrees during During the term of this Agreement to vote the SharesAgreement, each Stockholder (in such capacity and to cause not in any holder of record of Shares to vote or to execute a written consent or consents with respect to the Shares if stockholders of Liquidia are requested to vote their shares through the execution of an action by written consent in lieu of other capacity) irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special meeting and each adjourned or postponed meeting) of the stockholders of LiquidiaParent, however called, or in connection with any written consent of the stockholders of Parent, such Stockholders shall (i) appear at such meeting or otherwise cause all of the Voting Shares Beneficially Owned by such Stockholder (other than any securities underlying warrants of Parent that have not been exercised as of such date) to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Voting Shares Beneficially Owned by such Stockholder: (iA) in favor of the adoption Parent Stockholder Voting Matters set forth in Parent’s proxy statement (including any proxy supplements thereto) to be filed by Parent with the United States Securities and approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement and the other Ancillary Agreements Exchange Commission, (as defined in the Merger Agreement) at every meeting (or in connection with any action by written consent) of the stockholders of Liquidia at which such matters are considered and at every adjournment or postponement thereof; (iiB) against (1) any Takeover Proposalproposal or offer from any Person (other than Parent or any of its Affiliates) that is not a Parent Stockholder Voting Matter concerning (x) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving Parent, (y) the issuance or acquisition of shares of capital stock or other equity securities of Parent, or (z) the sale, lease, exchange or other disposition of any significant portion of Parent’s properties or assets and (2) any action, proposal, transaction or agreement which could that would reasonably be expected to prevent or impair the ability of Parent to consummate the Transactions or the fulfillment of Parent’s conditions to the consummation of the Transaction under the Purchase Agreement, and (3) any action, proposal, transaction or agreement that would or would reasonably be expected to result in a material breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Liquidia under Parent contained in the Merger Agreement Purchase Agreement, or of any Stockholder under contained in this Agreement Agreement, and (3C) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement or the other Ancillary Agreements or the fulfillment of HoldCo’s, Liquidia’s or Liquidia Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of capital stock of Liquidia (including any amendments to Liquidia’s or HoldCo’s organizational documents). In the event Stockholder executes a written consent conveying the Shares as contemplated above and voting in favor of any proposal to adjourn or postpone the adoption and approval Parent Stockholder Meeting to a later date if there are not sufficient votes to approve the Parent Stockholder Voting Matters. For the avoidance of doubt, each Stockholder shall retain at all times the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, (II) Stockholder (i) represents and warrants that right to vote any written consent shall, when executed and delivered, be duly and validly executed and delivered and binding upon StockholderVoting Shares Beneficially Owned in its sole discretion, and (ii) covenants and agrees without any other limitation, on any matters other than those explicitly set forth in this Section 3 that such written consent will be binding upon Stockholder and enforceable are at the Effective Time. For purposes herein, “any time or from time to time presented for consideration to Parent’s Stockholders.

Agreement to Vote Shares; Irrevocable Proxy. a. In furtherance of the foregoing and to the extent permitted by applicable lawforegoing, rule or regulation, (I) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote or to execute a written consent or consents with respect to the Shares if stockholders of Liquidia the Company are requested to vote their shares through the execution of an action by written consent in lieu of any annual or special meeting of stockholders of Liquidiathe Company: (i) in favor of the adoption and approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement and the other Ancillary Transaction Agreements (as defined in of the Merger Agreement) at every meeting (or in connection with any action by written consent) of the stockholders of Liquidia the Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any Takeover Proposal or Superior Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Liquidia the Company under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement or and the other Ancillary Transaction Agreements or the fulfillment of HoldCoParent’s, Liquidiathe Company’s or Liquidia Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of capital stock of Liquidia the Company (including any amendments to Liquidiathe Company’s or HoldCo’s organizational documents)Organizational Documents. In the event Stockholder executes a written consent conveying the Shares as contemplated above and voting in favor of the adoption and approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, (II) Stockholder (i) represents and warrants that any written consent shall, when executed and delivered, be duly and validly executed and delivered and binding upon Stockholder, and (ii) covenants and agrees that such written consent will be binding upon Stockholder and enforceable at the Effective Time. For purposes herein, “.

Agreement to Vote Shares; Irrevocable Proxy. a. In furtherance of the foregoing and to the extent permitted by applicable lawforegoing, rule or regulation, (I) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote or to execute a written consent or consents with respect to the Shares if stockholders of Liquidia the Company are requested to vote their shares through the execution of an action by written consent in lieu of any annual or special meeting of stockholders of Liquidiathe Company: (i) in favor of the adoption and approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement Transactions and the other Ancillary Agreements (as defined in the Merger Agreement) agreements contemplated thereby at every meeting (or in connection with any action by written consent) of the stockholders of Liquidia the Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any Takeover Acquisition Proposal or Superior Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Liquidia the Company under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger and the other transactions Transactions and the agreements contemplated by the Merger Agreement or the other Ancillary Agreements thereby or the fulfillment of HoldCoParent’s, Liquidiathe Company’s or Liquidia Merger SubPurchaser’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of capital stock of Liquidia the Company (including any amendments to Liquidiathe Company’s or HoldCo’s organizational documentsConstituent Documents). In the event Stockholder executes a written consent conveying voting the Shares as contemplated above and voting in accordance with the provisions contained herein, including in favor of the adoption and approval of the Merger Agreement and the consummation of the Merger and the other transactions Transactions and the agreements contemplated by the Merger Agreementthereby, (II) Stockholder (i) represents and warrants that any written consent shall, when executed and delivered, be duly and validly executed and delivered and binding upon Stockholder, and (ii) covenants and agrees that such written consent will be binding upon Stockholder and enforceable at unless duly revoked in accordance with the Effective Time. For purposes herein, “terms thereof or this Agreement.