Common use of Agreement to Vote the Subject Shares Clause in Contracts

Agreement to Vote the Subject Shares. Each Stockholder hereby agrees that, during the Voting Period, at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof) or action taken by written consent in lieu of a meeting, each Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause his Subject Shares owned at any time to be counted as present thereat for purposes of establishing a quorum, and he shall vote (or cause to be voted), in person or by proxy, all of his Subject Shares: (a) to ensure that the size of the Board shall be set and remain at five (5) directors unless increased by the Board. (b) to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the Stockholders, the following persons shall be elected to the Board: (i) One person designated by Aegis Capital Corp. (the “Aegis Designee”), which individual shall initially be Sxxxxx Xxxxxxxx; (ii) Four people designated by the Motus Stockholders (the “Motus Designees”), which shall initially be Mxxx Xxxxxxxx, Dxxxx Xxxxxxx, Dxxxxx Xxxxxxx, and Gxxx Xxxxxx; and (iii) Up to two additional independent persons acceptable to the Aegis Designee and the Motus Designees who shall be independent persons, which individuals shall be determined at such time as the size of the Board is increased.

Agreement to Vote the Subject Shares. Each Stockholder hereby agrees that, during the Voting Period, at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof) or action taken by written consent in lieu of a meeting, each Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause his Subject Shares owned at any time to be counted as present thereat for purposes of establishing a quorum, and he shall vote (or cause to be voted), in person or by proxy, all of his Subject Shares: (a) to ensure that the size of the Board shall be set and remain at five (5) directors unless increased by the Board.; (b) to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the Stockholders, the following persons one person designated by Strategic shall be elected to the Board: (i) One person designated by Aegis Capital Corp. (the “Aegis Designee”), which individual shall initially be Sxxxxx XxxxxxxxXxxx Xxxxxxxxx; (iic) Four people to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the Stockholders, four persons designated by Xxxx X. Xxxxx (as long as he is an officer or director of the Motus Stockholders (Company) shall be elected to the “Motus Designees”)Board, which individuals shall initially be Mxxx XxxxxxxxXxxx X. Xxxxx, Dxxxx Xxxxxx X. Xxxxx, Xxxxxx Barrage and Xxxxxxx X. Xxxxxxx, Dxxxxx Xxxxxxx, and Gxxx Xxxxxx; and (iiid) Up to two additional independent persons acceptable ensure that the Company files an amendment to the Aegis Designee and the Motus Designees who shall be independent persons, which individuals shall be determined at such time as the size its certificate of the Board is increasedincorporation to effect a one-for-15,463.7183 reverse stock split.

Agreement to Vote the Subject Shares. Each Stockholder hereby agrees that, during the Voting Period, at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof) or action taken by written consent in lieu of a meeting, each Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause his Subject Shares owned at any time to be counted as present thereat for purposes of establishing a quorum, and he shall vote (or cause to be voted), in person or by proxy, all of his Subject Shares: (a) to ensure that the size of the Board shall be set and remain at five (5) directors unless increased by the Board. (b) to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the Stockholders, the following persons shall be elected to the Board: (i) One person designated by Aegis Capital Corp. (the “Aegis Designee”), which individual shall initially be Sxxxxx Xxxxxxxx;Axxx Xxxxx. (ii) Four people designated by the Motus Matinas Stockholders (the “Motus Matinas Designees”), which individuals shall initially be Mxxx XxxxxxxxHxxxxxx Xxxxxx, Dxxxx Rxxxxx Xxxxxx, Sxxxxxx Xxxxxxx and Jxxxxx Xxxxxxx, Dxxxxx Xxxxxxx, and Gxxx Xxxxxx; and (iii) Up to two additional independent persons acceptable to the Aegis Designee and the Motus Designees who shall be independent persons, which individuals shall be determined at such time as the size of the Board is increased.

Agreement to Vote the Subject Shares. Each Stockholder hereby agrees that, during the Voting Period, at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof) or action taken by written consent in lieu of a meeting, each Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause his Subject Shares owned at any time to be counted as present thereat for purposes of establishing a quorum, and he shall vote (or cause to be voted), in person or by proxy, all of his Subject Shares: (a) to ensure that the size of the Board shall be set and remain at five (5) directors unless increased by the Board. (b) to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the Stockholders, the following persons shall be elected to the Board: (i) One person designated by Aegis Capital Corp. (the “Aegis Designee”), which individual shall initially be Sxxxxx XxxxxxxxDxxxx Xxxxxxx; (ii) Four Three people designated by the Motus JB Therapeutics Stockholders (the “Motus JB Therapeutics Designees”), two of which shall initially be Mxxx Xxxxxxxx, Dxxxx Xxxxxxx, Dxxxxx Xxxxxxx, Yxxxx Xxxxx and Gxxx XxxxxxAxxx Xxxxxx and one of which shall be an independent person who shall be designated following the Merger; and (iii) Up to two additional One independent persons person acceptable to the Aegis Designee and the Motus Designees who shall be independent persons, which individuals shall be determined at such time as the size of the Board is increasedJB Therapeutics Designees.

Agreement to Vote the Subject Shares. Each Stockholder hereby agrees that, during the Voting Period, at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof) or action taken by written consent in lieu of a meeting, each Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause his Subject Shares owned at any time to be counted as present thereat for purposes of establishing a quorum, and he shall vote (or cause to be voted), in person or by proxy, all of his Subject Shares: (a) to ensure that the size of the Board shall be set and remain at five (5) directors unless increased by the Board. (b) to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the Stockholders, the following persons shall be elected to the Board: (i) One person designated by Aegis Capital Corp. (the “Aegis Designee”), which individual shall initially be Sxxxxx XxxxxxxxDxxxx Xxxxxxx; (ii) Four Three people designated by the Motus Adgero Stockholders (the “Motus Adgero Designees”), which shall initially be Mxxx XxxxxxxxFxxxx X. Xxxxxxxxxx, Dxxxx XxxxxxxPH.D., Dxxxxx XxxxxxxRxxxx Xxxxx-Xxxxx, M.D., and Gxxx XxxxxxAxxx Xxxxx, PH.D.; and (iii) Up to two additional One independent persons person acceptable to the Aegis Designee and the Motus Adgero Designees who which shall be an independent persons, person which individuals individual shall initially be determined at such time as the size of the Board is increasedTxx XxXxxxxxx.