Common use of Authority; Vote Required Clause in Contracts

Authority; Vote Required. (a) Subject to obtaining the approval of the stockholders of SCWorx, which approval will be obtained by unanimous written consent promptly following the date of this Agreement (the “SCWorx Stockholder Written Consent”), SCWorx has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The SCWorx Board of Directors has: (i) determined that the Exchange is fair to, and in the best interests of SCWorx and the SCWorx Stockholders; (ii) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the Contemplated Transactions; and (iii) recommended the approval of this agreement, the Exchange and the other transactions contemplated by this Agreement (the “SCWorx Stockholder Matters”) by the SCWorx Stockholders pursuant to the SCWorx Stockholder Written Consent. This Agreement has been duly executed and delivered by SCWorx and, assuming the due authorization, execution and delivery by AMMA, constitutes the legal, valid and binding obligation of SCWorx, enforceable against SCWorx in accordance with its terms, subject to: (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Vote Required. (a) Subject to obtaining the approval of the stockholders of SCWorx, which approval will be obtained by unanimous written consent promptly following the date of this Agreement (the “SCWorx Stockholder Written Consent”), SCWorx Arcturus has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The SCWorx Arcturus Board of Directors has: (i) determined that the Exchange Merger is fair to, and in the best interests of SCWorx Arcturus and the SCWorx Arcturus Stockholders; (ii) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the Contemplated Transactions; and (iii) recommended the approval of this agreement, the Exchange Arcturus Stockholder Matters by the Arcturus Stockholders and directed that the Arcturus Stockholder Matters be submitted for consideration by Arcturus Stockholders in connection with the solicitation of the Required Arcturus Stockholder Vote; and (iv) approved the Arcturus Stockholder Support Agreements and the other transactions contemplated by this Agreement (the “SCWorx Stockholder Matters”) by the SCWorx Stockholders pursuant to the SCWorx Stockholder Written Consentthereby. This Agreement has been duly executed and delivered by SCWorx Arcturus and, assuming the due authorization, execution and delivery by AMMAAlcobra and Merger Sub, constitutes the legal, valid and binding obligation of SCWorxArcturus, enforceable against SCWorx Arcturus in accordance with its terms, subject to: (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Vote Required. (a) Subject to obtaining the approval of the stockholders of SCWorx, which approval will be obtained by unanimous written consent promptly following the date of this Agreement (the “SCWorx Stockholder Written Consent”), SCWorx Innovate has all necessary corporate power and authority to enter into and and, subject to the Required Innovate Stockholder Vote, to perform its obligations under this AgreementAgreement and to consummate the Contemplated Transactions. The SCWorx Innovate Board of Directors has: (i) determined that the Exchange Merger is fair to, and in the best interests of SCWorx Innovate and the SCWorx Innovate Stockholders; (ii) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the Contemplated Transactions; and (iii) recommended the approval of this agreement, the Exchange Innovate Stockholder Matters by the Innovate Stockholders and directed that the Innovate Stockholder Matters be submitted for consideration by Innovate Stockholders in connection with the solicitation of the Required Innovate Stockholder Vote; and (iv) approved the Innovate Stockholder Support Agreements and the other transactions contemplated by this Agreement (the “SCWorx Stockholder Matters”) by the SCWorx Stockholders pursuant to the SCWorx Stockholder Written Consentthereby. This Agreement has been duly executed and delivered by SCWorx Innovate and, assuming the due authorization, execution and delivery by AMMAMonster and Merger Sub, constitutes the legal, valid and binding obligation of SCWorxInnovate, enforceable against SCWorx Innovate in accordance with its terms, subject to: (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Vote Required. (a) Subject to obtaining the approval of the stockholders of SCWorx, which approval will be obtained by unanimous written consent promptly following the date of this Agreement (the “SCWorx Stockholder Written Consent”), SCWorx Sellas has all necessary corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and, subject to obtaining the Required Sellas Stockholder Vote, to enter into the Bermuda Merger Agreement and to consummate the Contemplated Transactions. The SCWorx Sellas Board of Directors has: (i) determined that the Exchange Merger is fair to, and in the best interests of SCWorx Sellas and the SCWorx Sellas Stockholders; (ii) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement, the Bermuda Merger Agreement and the Contemplated Transactions; and (iii) recommended the approval of this agreement, the Exchange Sellas Stockholder Matters by the Sellas Stockholders and directed that the Sellas Stockholder Matters be submitted for consideration by Sellas Stockholders in connection with the solicitation of the Required Sellas Stockholder Vote; and (iv) approved the Sellas Stockholder Support Agreements and the other transactions contemplated by this Agreement (the “SCWorx Stockholder Matters”) by the SCWorx Stockholders pursuant to the SCWorx Stockholder Written Consentthereby. This Agreement has been duly executed and delivered by SCWorx Sellas and, assuming the due authorization, execution and delivery by AMMAGalena and Merger Sub, constitutes the legal, valid and binding obligation of SCWorxSellas, enforceable against SCWorx Sellas in accordance with its terms, subject to: (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Vote Required. (a) Subject to obtaining the approval of the stockholders of SCWorx, which approval will be obtained by unanimous written consent promptly following the date of this Agreement (the “SCWorx Stockholder Written Consent”), SCWorx Decoy has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The SCWorx Decoy Board of Directors has: (i) determined that the Exchange Merger is fair to, and in the best interests of SCWorx of, Decoy and the SCWorx Decoy Stockholders; (ii) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the Contemplated Transactions; and (iii) recommended determined to recommend the approval of this agreementAgreement, the Exchange Merger and the other transactions contemplated by this Agreement (the “SCWorx Stockholder Matters”) Transactions by the SCWorx Decoy Stockholders pursuant to and directed that the SCWorx approval of this Agreement, the Merger and the other Transactions be submitted for consideration by Decoy Stockholders in connection with the solicitation of the Required Decoy Stockholder Written ConsentVote. This Agreement has been duly executed and delivered by SCWorx Decoy and, assuming the due authorization, execution and delivery by AMMAIntec, Intec Parent, and Merger Sub, constitutes the legal, valid and binding obligation of SCWorxDecoy, enforceable against SCWorx Decoy in accordance with its terms, subject to: (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies.