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. (b) The affirmative vote of the holders of a majority of the shares of SCWorx Common Stock, voting as a single class, as outstanding on the date of the SCWorx Stockholder Written Consent approving the SCWorx Stockholder Matters (the “Required SCWorx Stockholder Vote”), are the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) of the holders of any class or series of SCWorx Capital Stock necessary to approve the SCWorx Stockholder Matters.

Authority; Vote Required. (a) Subject to obtaining Other than the approval of Company Shareholder Approval, 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 Company has all necessary requisite 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 by the Company and the Contemplated Transactions; and (iii) recommended consummation of the approval of this agreement, the Exchange and the other transactions contemplated hereby to which it is a party have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement (or to consummate the “SCWorx Stockholder Matters”) by transactions contemplated hereby other than the SCWorx Stockholders pursuant to the SCWorx Stockholder Written ConsentCompany Shareholder Approval. This Agreement has been duly executed and delivered by SCWorx and, the Company and (assuming the due authorization, execution and delivery by AMMA, the other parties hereto) constitutes the legal, a valid and binding obligation of SCWorxthe Company, enforceable against SCWorx the Company in accordance with its terms, subject to: (A) laws except to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general application applicability relating to bankruptcy, insolvency or affecting creditors’ rights and the relief of debtors; and to general equitable principles (B) rules of whether considered in a proceeding at law governing specific performance, injunctive relief and other equitable remedies. (b) or in equity). The affirmative vote of the holders of a majority of the shares of SCWorx Common Stock, voting as a single class, as outstanding on the date of the SCWorx Stockholder Written Consent approving the SCWorx Stockholder Matters (the “Required SCWorx Stockholder Vote”), are Company Shareholder Approval is the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) vote of the holders of any class or series of SCWorx Capital Stock the share capital of the Company or other securities necessary to approve the SCWorx Stockholder MattersArticles Amendment, the Board Modification, and the Delisting. (b) The Company Board, by resolutions duly adopted at a meeting duly called and held, has: (i) determined that the terms of this Agreement, the Offer and the other transactions contemplated hereby are fair to and in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement and any future agreements implementing the provisions of this Agreement and to effect the Articles Amendment, the Board Modification, and, subject to the occurrence of the Acceptance Time and satisfaction of the applicable requirements under Nasdaq Rules, the Delisting, (ii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Offer, and (iii) resolved and agreed to recommend that the Company’s shareholders approve and adopt the Articles Amendment, the Board Modification, and, subject to the occurrence of the Acceptance Time and satisfaction of the applicable requirements under Nasdaq Rules, the Delisting, and accept the Offer and tender their Shares pursuant thereto (the “Company Board Recommendation”), subject to ‎Section 4.3, and directed that the Articles Amendment, the Board Modification, and, subject to the occurrence of the Acceptance Time and satisfaction of the applicable requirements under Nasdaq Rules, the Delisting, be submitted for consideration by the shareholders of the Company at the Company Shareholder Meeting.

Authority; Vote Required. (a) Subject to obtaining Seller has 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 requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, subject to required approval of the holders of the common stock, par value $.12 per share, of Seller ("Seller Common Stock"). The SCWorx Board execution and delivery of Directors has: (i) determined that the Exchange is fair to, and in the best interests of SCWorx this Agreement by Seller and the SCWorx Stockholders; (ii) consummation by Seller of the transactions contemplated by this Agreement have been duly authorized and approved by all necessary corporate action, including such corporate action as may be required by section 271 of the executionDelaware General Corporation Law (the "Delaware Law"), delivery and performance no other corporate proceedings on the part of Seller are necessary to authorize this Agreement and or to consummate the Contemplated Transactions; and (iii) recommended the approval of this agreement, the Exchange and the other transactions contemplated by this Agreement (other than with respect to the “SCWorx Stockholder Matters”) approval of this Agreement by the SCWorx Stockholders pursuant to holders of Seller Common Stock in accordance with the SCWorx Stockholder Written ConsentDelaware Law and Seller's Certificate of Incorporation and By-Laws). This Agreement has been duly executed and delivered by SCWorx and, assuming the due authorization, execution Seller and delivery by AMMA, constitutes the legal, valid and binding obligation of SCWorxSeller, enforceable against SCWorx Seller in accordance with its terms, subject to: (A) except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws of general application relating to bankruptcyor affecting the rights and remedies of creditors generally and by general principles of equity including, insolvency without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the relief possible unavailability of debtors; and (B) rules of law governing specific performance, injunctive relief and or other equitable remedies, regardless of whether enforceability is considered in a proceeding in equity or at law. (b) The affirmative vote of the holders of at least a majority of the outstanding shares of SCWorx Seller Common Stock, voting as a single class, as outstanding on the date of the SCWorx Stockholder Written Consent approving the SCWorx Stockholder Matters (the “Required SCWorx Stockholder Vote”), are Stock is the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) vote of the holders of any class or series of SCWorx Capital Stock capital stock of Seller necessary to approve the SCWorx Stockholder MattersAsset Sale.

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 DMK has all necessary requisite corporate power and authority to enter into this Agreement and the other agreements to which it is a party that this Agreement requires to be entered into in connection with the transactions contemplated hereby (collectively, the “Ancillary Agreements”), to perform its obligations under this Agreementhereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The SCWorx Board of Directors has: (i) determined that the Exchange is fair to, execution 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; Ancillary Agreements and (iii) recommended the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of DMK, subject only to the approval of this agreementAgreement by the stockholders of DMK. The DMK Disclosure Schedule accurately sets forth (i) the names of the members of the board of directors of DMK, and (ii) the Exchange names and titles of the officers of DMK. The Board of Directors of DMK has unanimously approved this Agreement and the other transactions contemplated by this Agreement (the “SCWorx Stockholder Matters”) by the SCWorx Stockholders pursuant to the SCWorx Stockholder Written ConsentMerger. This Agreement has been (and the Ancillary Agreements will be at the Closing) duly executed and delivered by SCWorx andDMK, assuming and this Agreement constitutes (and the due authorization, execution and delivery by AMMA, constitutes Ancillary Agreements will constitute at the legal, Closing) the valid and binding obligation of SCWorx, DMK enforceable against SCWorx DMK in accordance with its their terms, subject to: (A) except that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application affecting or relating to bankruptcycreditors’ rights generally, insolvency and the relief is subject to general principles of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remediesequity. (b) The affirmative vote (or written consent) of the holders of a majority of the shares of SCWorx DMK Common Stock, voting as a single class, as Stock outstanding on the record date of for the SCWorx Stockholder Written Consent approving DMK Stockholders Meeting (or, if the SCWorx Stockholder Matters DMK Stockholders act by written consent, then the record date for such action by written consent) and entitled to vote thereon (the “Required SCWorx DMK Stockholder Vote”), are is the only votes vote (including any veto rights provisions granted to any of the SCWorx Stockholdersor written consent) of the holders of any class or series of SCWorx DMK Capital Stock necessary to adopt and approve this Agreement and approve the SCWorx Stockholder MattersContemplated Transactions.

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 Company has all necessary corporate limited liability company power and authority to enter into and to perform its obligations under this Agreement. The SCWorx Company Board of Directors Managers has: (i) determined that the Exchange Merger is fair to, and in the best interests of SCWorx Company and the SCWorx StockholdersCompany Members; (ii) duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and the applicable Contemplated Transactions; and (iii) recommended the approval of this agreement, the Exchange Company Member Matters by the Company Members and directed that the Company Member Matters be submitted for consideration by Company Members in connection with the solicitation of the Required Company Member Vote; and (iv) approved the Company Member 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 Company and, assuming the due authorization, execution and delivery by AMMAParent and Merger Sub, constitutes the legal, valid and binding obligation of SCWorxCompany, enforceable against SCWorx Company 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. (b) The affirmative vote of the holders of a majority of the shares of SCWorx Company Common StockUnits, Company Profits Interest Common Units and Company Series A Preferred Units, voting together as a single class, in each case, as outstanding on the record date for the written consent in lieu of a meeting pursuant to Section 18-302(d) of the SCWorx Stockholder Written Consent DLLCA approving the SCWorx Stockholder Matters Company Member Matters, in a form reasonably acceptable to Parent (each, a “Company Member Written Consent” and collectively, the “Company Member Written Consents”) and entitled to vote thereon (collectively, the “Required SCWorx Stockholder Company Member Vote”), are is the only votes (including any veto rights provisions granted to any vote of the SCWorx Stockholders) of the holders of any class or series of SCWorx Capital Stock Company Members necessary to approve the SCWorx Stockholder Company Member Matters. The Company Units covered by the Company Member Support Agreements are sufficient to obtain the Required Company Member Vote.

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 Quoin has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The SCWorx Quoin Board of Directors has: (i) determined that the Exchange Merger is fair to, and in the best interests of SCWorx Quoin and the SCWorx Quoin 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 Quoin Stockholder Matters by the Quoin Stockholders and directed that the Quoin Stockholder Matters be submitted for consideration by Quoin Stockholders in connection with the solicitation of the Required Quoin Stockholder Vote; and (iv) approved the Quoin 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 Quoin and, assuming the due authorization, execution and delivery by AMMACellect and Merger Sub, constitutes the legal, valid and binding obligation of SCWorxQuoin, enforceable against SCWorx Quoin 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. (b) The affirmative vote of the holders of a majority of the shares of SCWorx Quoin Common Stock, Stock voting as a single class, as outstanding on the date record date, or the written consent in lieu of a meeting pursuant to Section 228 of the SCWorx DGCL approving the Quoin Stockholder Matters, (each, a “Quoin Stockholder Written Consent approving Consent” and collectively, the SCWorx “Quoin Stockholder Matters Written Consents”) and entitled to vote thereon (collectively, the “Required SCWorx Quoin Stockholder Vote”), are the only votes (including any veto rights provisions granted to any of the SCWorx Quoin Stockholders) of the holders of any class or series of SCWorx Quoin Capital Stock necessary to approve the SCWorx Quoin Stockholder Matters. The shares of Quoin Capital Stock covered by the Quoin Stockholder Support Agreements will be sufficient to obtain the Required Quoin Stockholder Vote.

Authority; Vote Required. (a) Subject to obtaining the approval Each 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 Parent and Merger Sub has all necessary corporate or limited liability company power and authority to enter into and to perform its obligations under this Agreement. The SCWorx Parent Board of Directors hasDirectors: (i) has determined that the Exchange Merger is fair to, and in the best interests of SCWorx of, Parent and the SCWorx Parent Stockholders; (ii) has duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and has duly authorized and approved, or will, prior to Closing, duly authorize and approve by all necessary corporate action the execution, delivery and performance of the applicable Contemplated Transactions, except that the Parent Board of Directors has not authorized and approved all matters relating to the dividend or distribution of Rights and Warrants; (iii) has recommended the approval of the Parent Stockholder Matters by the Parent Stockholders and directed that the Parent Stockholder Matters be submitted for consideration by Parent Stockholders in connection with the solicitation of the Required Parent Stockholder Vote; and (iv) has approved the Parent Stockholder Support Agreements and the transactions contemplated thereby. The sole member of Merger Sub has (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole member; (B) duly authorized and approved by all necessary limited liability company action, the execution, delivery and performance of this Agreement and the applicable Contemplated Transactions; and (iiiC) recommended adopted this Agreement and thereby approved the approval of this agreement, the Exchange Merger and the other transactions contemplated by this Agreement (the “SCWorx Stockholder Matters”) by the SCWorx Stockholders pursuant to the SCWorx Stockholder Written Consentapplicable Contemplated Transactions. This Agreement has been duly executed and delivered by SCWorx Parent and Merger Sub and, assuming the due authorization, execution and delivery by AMMACompany, constitutes the legal, valid and binding obligation of SCWorxParent and Merger Sub, enforceable against SCWorx Parent and Merger Sub in accordance with its terms, subject to: (A1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B2) rules of law governing specific performance, injunctive relief and other equitable remedies. (bi) The affirmative vote of the holders of a majority of the outstanding shares of SCWorx Parent Common Stock, voting as a single class, as outstanding on the date of the SCWorx Stockholder Written Consent approving the SCWorx Stockholder Matters (the “Required SCWorx Stockholder Vote”), are Stock is the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) vote of the holders of any class or series of SCWorx Parent Capital Stock necessary to approve the SCWorx Parent Stockholder MattersMatters (the “Required Parent Stockholder Vote”) and (ii) the affirmative vote of the sole member of Merger Sub is the only vote of the holders of any Merger Sub Units necessary to adopt this Agreement and approve the Merger and the applicable Contemplated Transactions (the “Required Merger Sub Member Vote”).

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. (b) The affirmative vote of the holders of (i) a majority of the shares of SCWorx Arcturus Common Stock, Stock voting as a single class, (ii) a majority of the shares of Arcturus Preferred Stock and Arcturus Common Stock, voting together as a single class and (iii) at least majority of the shares of each series of Arcturus Preferred Stock, voting as separate classes, in each case, as outstanding on the record date for the written consent in lieu of a meeting pursuant to Section 228 of the SCWorx DGCL approving the Arcturus Stockholder Matters, in a form reasonably acceptable to Alcobra (each, an “Arcturus Stockholder Written Consent approving Consent” and collectively, the SCWorx “Arcturus Stockholder Matters Written Consents”) and entitled to vote thereon (collectively, the “Required SCWorx Arcturus Stockholder Vote”), are the only votes (including any veto rights provisions granted to any of the SCWorx StockholdersArcturus stockholders) of the holders of any class or series of SCWorx Arcturus Capital Stock necessary to approve the SCWorx Arcturus Stockholder Matters. The shares of Arcturus Capital Stock covered by the Arcturus Stockholder Support Agreements are sufficient to obtain the Required Arcturus Stockholder Vote.

Authority; Vote Required. (a) Subject to obtaining EnSys has 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 requisite corporate power and authority to enter into execute and deliver this Agreement and all other agreements required to be executed by it pursuant to the terms hereof, to perform its obligations under this Agreement. The SCWorx Board of Directors has: (i) determined that the Exchange is fair tohereunder, and in to consummate 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, subject to the Requisite EnSys Stockholder Approval (as hereinafter defined). The execution and delivery of this Agreement (by EnSys, and the “SCWorx Stockholder Matters”) consummation by EnSys of the transactions contemplated hereby, have been duly authorized by the SCWorx Stockholders pursuant necessary approval of EnSys' Board of Directors, with no director voting against approval, and no other corporate actions or proceedings on the part of EnSys are necessary to authorize this Agreement or to consummate the SCWorx transactions contemplated by this Agreement, except for the Requisite EnSys Stockholder Written ConsentApproval, in accordance with the DGCL and the EnSys Certificate of Incorporation and By-Laws. This Agreement has been duly executed and delivered by SCWorx and, assuming the due authorization, execution EnSys and delivery by AMMA, constitutes the legal, valid and binding obligation of SCWorx, EnSys enforceable against SCWorx EnSys in accordance with its terms, subject to: (A) except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws of general application relating to bankruptcy, insolvency or affecting the rights and the relief remedies of debtors; creditors generally and (B) rules by general principles of law governing specific performance, injunctive relief and other equitable remediesequity. (b) The affirmative vote of the holders of a majority at least two-thirds (2/3) of the outstanding shares of SCWorx EnSys Common Stock, voting as a single class, as outstanding on the date of the SCWorx Stockholder Written Consent approving the SCWorx Stockholder Matters (the “Required SCWorx Stockholder Vote”), are Stock is the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) vote of the holders of any class or series of SCWorx Capital Stock capital stock of EnSys necessary to approve this Agreement and the SCWorx Merger (the "Requisite EnSys Stockholder MattersApproval").

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 TapImmune and Merger Sub have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The SCWorx TapImmune Board of Directors has: (i) determined that the Exchange Merger is fair to, and in the best interests of SCWorx of, TapImmune and the SCWorx TapImmune 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 agreementthe TapImmune Stockholder Matters by the TapImmune Stockholders and directed that the TapImmune Stockholder Matters be submitted for consideration by TapImmune Stockholders in connection with the solicitation of the Required TapImmune Stockholder Vote; and (iv) approved the TapImmune Stockholder Voting and Lock-Up Agreements and the transactions contemplated thereby. The board of directors of Merger Sub has (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole stockholder; (B) duly authorized and approved by all necessary corporate action, the Exchange execution, delivery and performance of this Agreement and the other transactions contemplated by Contemplated Transactions; and (C) recommended that the sole stockholder of Merger Sub adopt this Agreement (and thereby approve the “SCWorx Stockholder Matters”) by Merger and the SCWorx Stockholders pursuant to the SCWorx Stockholder Written Consentapplicable Contemplated Transactions. This Agreement has been duly executed and delivered by SCWorx TapImmune and Merger Sub and, assuming the due authorization, execution and delivery by AMMAMarker, constitutes the legal, valid and binding obligation of SCWorxTapImmune and Merger Sub, enforceable against SCWorx TapImmune and Merger Sub in accordance with its terms, subject to: (A1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B2) rules of law governing specific performance, injunctive relief and other equitable remedies. (bi) The affirmative vote of the holders of a majority of the outstanding shares of SCWorx TapImmune Common Stock, voting as a single class, as outstanding on the date of the SCWorx Stockholder Written Consent approving the SCWorx Stockholder Matters (the “Required SCWorx Stockholder Vote”), are Stock is the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) vote of the holders of any class or series of SCWorx TapImmune Capital Stock necessary to approve the SCWorx TapImmune Stockholder MattersMatters (the “Required TapImmune Stockholder Vote”) and (ii) the affirmative vote of the sole stockholder of Merger Sub is the only vote of the holders of any class or series of Merger Sub Capital Stock necessary to adopt this Agreement and approve the Merger and the applicable Contemplated Transactions (the “Required Merger Sub Stockholder Vote”).

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 Each Intec Entity has all necessary corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and, subject to obtaining the Required Intec Entity Shareholder Votes (as defined below), to consummate the Transactions. The SCWorx Intec Board of Directors has: (i) determined that the Exchange Merger is fair to, and in the best interests of SCWorx of, Intec and the SCWorx StockholdersIntec Shareholders; (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 agreementthe Intec Shareholder Matters by the Intec Shareholders and directed that the Intec Shareholder Matters be submitted for consideration by Intec Shareholders in connection with the solicitation of the Required Intec Shareholder Vote, as applicable. The board of directors of Merger Sub has (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole stockholder; (B) duly authorized and approved by all necessary corporate action, the Exchange execution, delivery and performance of this Agreement and the other transactions contemplated by Transactions; and (C) recommended that the sole stockholder of Merger Sub adopt this Agreement and thereby approve the Merger and the applicable Transactions. The board of directors of Intec Parent has (x) determined that the “SCWorx Stockholder Matters”Merger is fair to, and in the best interests of, Intec Parent and its sole stockholder; (y) duly authorized and approved by all necessary corporate action, the SCWorx Stockholders pursuant execution, delivery and performance of this Agreement and the Transactions (other than with respect to Domestication Merger, the Reverse Split, the Equity Financing Transactions and the Specified Business and Assets Disposition, which shall be duly authorized and approved by all necessary corporate action prior to the SCWorx Stockholder Written ConsentClosing); and (z) recommended that the sole stockholder of Intec Parent adopt this Agreement and thereby approve the Merger and the applicable Transactions. This Agreement has been duly executed and delivered by SCWorx each Intec Entity and, assuming the due authorization, execution and delivery by AMMADecoy, constitutes the legal, valid and binding obligation of SCWorxeach Intec Entity, enforceable against SCWorx the Intec Entities in accordance with its terms, subject to: (A1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B2) rules of law governing specific performance, injunctive relief and other equitable remedies. (bi) The With respect to the items indicated in Section ‎5.2(a), the affirmative vote of such majority of the holders of a majority the Intec Ordinary Shares required by and voted in accordance with applicable Legal Requirements (in person or by proxy) on the proposed matters at the Intec Shareholders’ Meeting, are the only votes of the shares of SCWorx Common Stock, voting as a single class, as outstanding on the date holders of the SCWorx Stockholder Written Consent approving the SCWorx Stockholder Intec Ordinary Shares necessary to approve such Intec Shareholder Matters (the “Required SCWorx Stockholder Intec Shareholder Vote”), are ; (ii) the affirmative vote of the sole stockholder of Merger Sub is the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) vote of the holders of any class or series of SCWorx Merger Sub Capital Stock necessary to adopt this Agreement and approve the SCWorx Merger and the applicable Transactions (the “Required Merger Sub Stockholder MattersVote”); and (iii) the affirmative vote of the sole stockholder of Intec Parent is the only vote of the holders of any class or series of Intec Parent Common Stock necessary to adopt this Agreement and approve the Merger and the applicable Transactions (collectively with the Required Intec Shareholder Vote and the Required Merger Sub Stockholder Vote, the “Required Intec Entity Shareholder Votes”).

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 Threshold and Merger Sub have all necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The SCWorx Threshold Board of Directors has: (i) determined that the Exchange Merger is fair to, and in the best interests of SCWorx of, Threshold and the SCWorx Threshold 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 agreementthe Threshold Stockholder Matters by the Threshold Stockholders and directed that the Threshold Stockholder Matters be submitted for consideration by Threshold Stockholders in connection with the solicitation of the Required Threshold Stockholder Vote; and (iv) approved the Threshold Stockholder Support Agreements and the transactions contemplated thereby. The board of directors of Merger Sub has (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole stockholder; (B) duly authorized and approved by all necessary corporate action, the Exchange execution, delivery and performance of this Agreement and the other transactions contemplated by Contemplated Transactions; and (C) recommended that the sole stockholder of Merger Sub adopt this Agreement (and thereby approve the “SCWorx Stockholder Matters”) by Merger and the SCWorx Stockholders pursuant to the SCWorx Stockholder Written Consentapplicable Contemplated Transactions. This Agreement has been duly executed and delivered by SCWorx Threshold and Merger Sub and, assuming the due authorization, execution and delivery by AMMAMolecular, constitutes the legal, valid and binding obligation of SCWorxThreshold and Merger Sub, enforceable against SCWorx Threshold and Merger Sub in accordance with its terms, subject to: (A1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B2) rules of law governing specific performance, injunctive relief and other equitable remedies. (bi) The affirmative vote of the holders of a majority of the outstanding shares of SCWorx Threshold Common Stock, voting as a single class, as outstanding on the date of the SCWorx Stockholder Written Consent approving the SCWorx Stockholder Matters (the “Required SCWorx Stockholder Vote”), are Stock is the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) vote of the holders of any class or series of SCWorx Threshold Capital Stock necessary to approve the SCWorx Threshold Stockholder MattersMatters (the “Required Threshold Stockholder Vote”) and (ii) the affirmative vote of the sole stockholder of Merger Sub is the only vote of the holders of any class or series of Merger Sub Capital Stock necessary to adopt this Agreement and approve the Merger and the applicable Contemplated Transactions (the “Required Merger Sub Stockholder Vote”).

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 Each Company Party has all necessary corporate or limited liability company power and authority to enter into execute and deliver this Agreement and the other Transaction Agreements to which it is a party, to perform its obligations under this Agreementhereunder and to consummate the Transactions. The SCWorx Board execution and delivery of Directors has: (i) determined that the Exchange is fair to, and in Transaction Agreements by each of the best interests of SCWorx Company Parties party thereto and the SCWorx Stockholders; (ii) consummation by each of the Company Parties of the Transactions have been duly and validly authorized and approved by all necessary corporate or limited liability company action, and no other corporate or limited liability company proceedings on the execution, delivery and performance part of this Agreement and the Contemplated Transactions; and (iii) recommended the approval of this agreementsuch Company Party are necessary to authorize, the Exchange Transaction Agreements or to consummate the Transactions (other than, with respect to the Mergers, obtaining the Required Blocker Securityholders Approval and filing the other transactions contemplated by this Agreement (applicable Certificates of Merger with the “SCWorx Stockholder Matters”) Secretary of State of the State of Delaware as required by the SCWorx Stockholders pursuant DGCL or DLLCA, as applicable, or with such other jurisdiction as necessary to consummate the SCWorx Stockholder Written ConsentTransactions). This Agreement has been and each other Transaction Agreement will be duly and validly executed and delivered by SCWorx each Company Party thereto and, assuming the due authorization, execution and delivery by AMMAeach Parent Party, constitutes or, in the case of the other Transaction Agreements will constitute, as a legal, valid and binding obligation of SCWorxeach Company Party, enforceable against SCWorx the applicable Company Party in accordance with its terms, subject to: (A) laws to the effect of general application relating to any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the relief effect of debtors; and general principles of equity (B) rules regardless of whether considered in a proceeding at law governing specific performance, injunctive relief and other equitable remediesor in equity). (b) The affirmative vote Consenting Blocker 1 Securityholders are the record and beneficial owners of, in the aggregate, shares of capital stock of Blocker 1 entitled to cast votes constituting at least 100% of the votes entitled to be cast on the adoption of this Agreement by holders of a majority of Blocker 1 Securities outstanding on the shares of SCWorx Common Stockdate hereof, voting together as a single class, as and 100%, of the aggregate economic value of Blocker 1 Securities. The Blocker Securityholders Written Consents of the Consenting Blocker 1 Securityholders constitute, alone and without any other vote or consent of any other Blocker Securityholders, the Required Blocker Securityholders Approval. (c) The Consenting Blocker 2 Securityholders are the record and beneficial owners of, in the aggregate, shares of capital stock of Blocker 2 entitled to cast votes constituting at least 100% of the votes entitled to be cast on the adoption of this Agreement by holders of Blocker 2 Securities outstanding on the date hereof, voting together as a single class, and 100% of the SCWorx Stockholder aggregate economic value of Blocker 2 Securities. The Blocker Securityholders Written Consent approving Consents of the SCWorx Stockholder Matters Consenting Blocker 2 Securityholders constitute, alone and without any other vote or consent of any other Blocker Securityholders, the Required Blocker Securityholders Approval. (the “Required SCWorx Stockholder Vote”), d) The Consenting Blocker 3 Securityholders are the only record and beneficial owners of, in the aggregate, shares of capital stock of Blocker 3 entitled to cast votes (including any veto rights provisions granted to any constituting at least 100% of the SCWorx Stockholdersvotes entitled to be cast on the adoption of this Agreement by holders of Blocker 3 Securities outstanding on the date hereof, voting together as a single class, and at least 100% of the aggregate economic value of Blocker 3 Securities. The Blocker Securityholders Written Consents of the Consenting Blocker 3 Securityholders constitute, alone and without any other vote or consent of any other Blocker Securityholders, the Required Blocker Securityholders Approval. (e) The written consent of the sole unitholder of Bondco satisfies any and all approvals required from the holders of any class or series of SCWorx Capital Stock equity securities of any Company Party necessary to adopt this Agreement and approve the SCWorx Stockholder MattersTransactions, whether pursuant to the Organizational Documents of the Company Parties, applicable Law or otherwise. (f) No vote of the Securityholders is required by Law, the applicable Organizational Documents or otherwise in order for each of the Company and Management Holdings to consummate the Transactions. No approval of the Company Parties or their Affiliates is required to consummate the Company Merger and the Management Holdings Merger other than approval of this Agreement (including the Transactions) by the board of managers of the Company and the Company, as the “Manager” (as defined in the Management Holdings LLCA) of Management Holdings, respectively. No Company Securityholder or Management Holdings Securityholder will be entitled to dissenters or appraisal rights as a result of the Transactions.

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. (b) The Without limitation to the condition set forth in Section ‎6.5, the affirmative vote of the holders of (i) a majority of the shares of SCWorx Decoy Common Stock and Decoy Preferred Stock, on an as-converted to Decoy Common Stock basis, voting as a single class; and (ii) a majority of the shares of Decoy Preferred Stock, voting as separate classes, in each case, as outstanding on the record date for the written consent in lieu of a meeting pursuant to Section 228 of the SCWorx Stockholder Written Consent DGCL and entitled to vote thereon, approving this Agreement, the SCWorx Stockholder Matters Merger and the other Transactions (collectively, the “Required SCWorx Decoy Stockholder Vote”), are the only votes (including any veto rights provisions granted to any person, including any of the SCWorx Decoy Stockholders) of the holders of any class or series of SCWorx Decoy Capital Stock or other right or security necessary to approve this Agreement, the SCWorx Stockholder MattersMerger and the other Transactions.

Authority; Vote Required. (a) Subject to obtaining the approval Each 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 Parent and Merger Sub has all necessary corporate or limited liability company power and authority to enter into and to perform its obligations under this Agreement. The SCWorx Parent Board of Directors hasDirectors: (i) has determined that the Exchange Merger is fair to, and in the best interests of SCWorx of, Parent and the SCWorx Parent Stockholders; (ii) has duly authorized and approved by all necessary corporate action, the execution, delivery and performance of this Agreement and has duly authorized and approved, or will, prior to Closing, duly authorize and approve by all necessary corporate action the execution, delivery and performance of the applicable Contemplated Transactions, except that the Parent Board of Directors has not authorized and approved all matters relating to the dividend or distribution of Rights and Warrants; (iii) has recommended the approval of the Parent Stockholder Matters by the Parent Stockholders and directed that the Parent Stockholder Matters be submitted for consideration by Parent Stockholders in connection with the solicitation of the Required Parent Stockholder Vote; and (iv) has approved the Parent Stockholder Support Agreements and the transactions contemplated thereby. The sole member of Merger Sub has (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole member; (B) duly authorized and approved by all necessary limited liability company action, the execution, delivery and performance of this Agreement and the applicable Contemplated Transactions; and (iiiC) recommended adopted this Agreement and thereby approved the approval of this agreement, the Exchange Merger 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. (b) The affirmative vote of the holders of a majority of the shares of SCWorx Common Stock, voting as a single class, as outstanding on the date of the SCWorx Stockholder Written Consent approving the SCWorx Stockholder Matters (the “Required SCWorx Stockholder Vote”), are the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) of the holders of any class or series of SCWorx Capital Stock necessary to approve the SCWorx Stockholder Matters.applicable

Authority; Vote Required. (a) Subject to obtaining the approval Each 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 Opexa and Merger Sub has all necessary corporate power and authority to enter into and, subject to the Required Opexa Shareholder Vote and the Required Merger Sub Stockholder Vote, as applicable to perform its obligations under this Agreement. The SCWorx Opexa Board of Directors has: (i) determined that the Exchange Merger is fair to, and in the best interests of SCWorx of, Opexa and the SCWorx StockholdersOpexa Shareholders; (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 agreementthe Opexa Shareholder Matters by the Opexa Shareholders and directed that the Opexa Shareholder Matters be submitted for consideration by Opexa Shareholders in connection with the solicitation of the Required Opexa Shareholder Vote; and (iv) approved the Opexa Shareholder Support Agreements and the transactions contemplated thereby. The board of directors of Merger Sub has (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole stockholder; (B) duly authorized and approved by all necessary corporate action, the Exchange execution, delivery and performance of this Agreement and the other transactions contemplated by Contemplated Transactions; and (C) recommended that the sole stockholder of Merger Sub adopt this Agreement (and thereby approve the “SCWorx Stockholder Matters”) by Merger and the SCWorx Stockholders pursuant to the SCWorx Stockholder Written Consentapplicable Contemplated Transactions. This Agreement has been duly executed and delivered by SCWorx Opexa and Merger Sub and, assuming the due authorization, execution and delivery by AMMAAcer, constitutes the legal, valid and binding obligation of SCWorxOpexa and Merger Sub, enforceable against SCWorx Opexa and Merger Sub in accordance with its terms, subject to: (A1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B2) rules of law governing specific performance, injunctive relief and other equitable remedies. (bi) The affirmative vote of the holders of a majority of the outstanding shares of SCWorx Opexa Common Stock, voting as a single class, as outstanding on the date of the SCWorx Stockholder Written Consent approving the SCWorx Stockholder Matters (the “Required SCWorx Stockholder Vote”), are Stock is the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) vote of the holders of any class or series of SCWorx Opexa Capital Stock necessary to approve the SCWorx Opexa Shareholder Matters (the “Required Opexa Shareholder Vote”) and (ii) the affirmative vote of the sole stockholder of Merger Sub is the only vote of the holders of any class or series of Merger Sub Capital Stock necessary to adopt this Agreement and approve the Merger and the applicable Contemplated Transactions (the “Required Merger Sub Stockholder MattersVote”).

Authority; Vote Required. (a) Subject to obtaining Other than the approval of Company Shareholder Approval, 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 Company has all necessary requisite 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 by the Company and the Contemplated Transactions; and (iii) recommended consummation of the approval of this agreement, the Exchange and the other transactions contemplated hereby to which it is a party have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement (or to consummate the “SCWorx Stockholder Matters”) by transactions contemplated hereby other than the SCWorx Stockholders pursuant to the SCWorx Stockholder Written ConsentCompany Shareholder Approval. This Agreement has been duly executed and delivered by SCWorx and, the Company and (assuming the due authorization, execution and delivery by AMMA, the other parties hereto) constitutes the legal, a valid and binding obligation of SCWorxthe Company, enforceable against SCWorx the Company in accordance with its terms, subject to: (A) laws except to the extent enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general application applicability relating to bankruptcy, insolvency or affecting creditors’ rights and the relief of debtors; and to general equitable principles (B) rules of whether considered in a proceeding at law governing specific performance, injunctive relief and other equitable remedies. (b) or in equity). The affirmative vote of the holders of a majority of the shares of SCWorx Common Stock, voting as a single class, as outstanding on the date of the SCWorx Stockholder Written Consent approving the SCWorx Stockholder Matters (the “Required SCWorx Stockholder Vote”), are Company Shareholder Approval is the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) vote of the holders of any class or series of SCWorx Capital Stock the share capital of the Company or other securities necessary to approve the SCWorx Stockholder MattersArticles Amendment, the Board Modification, and the Delisting. (b) The Company Board, by resolutions duly adopted at a meeting duly called and held, has: (i) determined that the terms of this Agreement, the Offer and the other transactions contemplated hereby are fair to and in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement and any future agreements implementing the provisions of this Agreement and to effect the Articles Amendment, the Board Modification, and, subject to the occurrence of the Acceptance Time and satisfaction of the applicable requirements under Nasdaq Rules, the Delisting, (ii) approved the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby, including the Offer, and (iii) resolved and agreed to recommend that the Company’s shareholders approve and adopt the Articles Amendment, the Board Modification, and, subject to the occurrence of the Acceptance Time and satisfaction of the applicable requirements under Nasdaq Rules, the Delisting, and accept the Offer and tender their Shares pursuant thereto (the “Company Board Recommendation”), subject to Section 4.3, and directed that the Articles Amendment, the Board Modification, and, subject to the occurrence of the Acceptance Time and satisfaction of the applicable requirements under Nasdaq Rules, the Delisting, be submitted for consideration by the shareholders of the Company at the Company Shareholder Meeting.

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 Miragen has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The SCWorx Miragen Board of Directors has: (i) determined that the Exchange Merger is fair to, and in the best interests of SCWorx Miragen and the SCWorx Miragen 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 Miragen Stockholder Matters by the Miragen Stockholders and directed that the Miragen Stockholder Matters be submitted for consideration by Miragen Stockholders in connection with the solicitation of the Required Miragen Stockholder Vote; and (iv) approved the Miragen 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 Miragen and, assuming the due authorization, execution and delivery by AMMASignal and Merger Sub, constitutes the legal, valid and binding obligation of SCWorxMiragen, enforceable against SCWorx Miragen 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. (b) The affirmative vote of the holders of (i) a majority of the shares of SCWorx Miragen Preferred Stock and Common Stock, voting together as a single class; and (ii) at least 70% of the shares of Miragen Preferred Stock, voting together as a single class, in each case, as outstanding on the record date for the written consent in lieu of a meeting pursuant to Section 228 of the SCWorx DGCL approving the Miragen Stockholder Matters, in a form reasonably acceptable to Signal (each, an “Miragen Stockholder Written Consent approving Consent” and collectively, the SCWorx “Miragen Stockholder Matters Written Consents”) and entitled to vote thereon (collectively, the “Required SCWorx Miragen Stockholder Vote”), are is the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) vote of the holders of any class or series of SCWorx Miragen Capital Stock necessary to approve the SCWorx Miragen Stockholder Matters. The shares of Miragen Capital Stock covered by the Miragen Stockholder Support Agreements are sufficient to obtain the Required Miragen Stockholder Vote.

Authority; Vote Required. (a) Subject to obtaining the approval Each 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 Signal and Merger Sub has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The SCWorx Signal Board of Directors has: (i) determined that the Exchange Merger is fair to, and in the best interests of SCWorx of, Signal and the SCWorx Signal 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 agreementthe Signal Stockholder Matters and the Other Signal Stockholder Matters by the Signal Stockholders and directed that the Signal Stockholder Matters and the Other Signal Stockholder Matters be submitted for consideration by Signal Stockholders in connection with the solicitation of the Required Signal Stockholder Vote; and (iv) approved the Signal Stockholder Support Agreements and the transactions contemplated thereby. The board of directors of Merger Sub has (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole stockholder; (B) duly authorized and approved by all necessary corporate action, the Exchange execution, delivery and performance of this Agreement and the other transactions contemplated by Contemplated Transactions; and (C) recommended that the sole stockholder of Merger Sub adopt this Agreement (and thereby approve the “SCWorx Stockholder Matters”) by Merger and the SCWorx Stockholders pursuant to the SCWorx Stockholder Written Consentapplicable Contemplated Transactions. This Agreement has been duly executed and delivered by SCWorx Signal and Merger Sub and, assuming the due authorization, execution and delivery by AMMAMiragen, constitutes the legal, valid and binding obligation of SCWorxSignal and Merger Sub, enforceable against SCWorx Signal and Merger Sub in accordance with its terms, subject to: (A1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B2) rules of law governing specific performance, injunctive relief and other equitable remedies. (bi) The affirmative vote of the holders of a majority of the outstanding shares of SCWorx Signal Common Stock, voting as a single class, as outstanding on the date of the SCWorx Stockholder Written Consent approving the SCWorx Stockholder Matters (the “Required SCWorx Stockholder Vote”), are Stock is the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) vote of the holders of any class or series of SCWorx Signal Capital Stock necessary to approve the SCWorx Signal Stockholder MattersMatters (the “Required Signal Stockholder Vote”) and the Other Signal Stockholder Matters and (ii) the affirmative vote of the sole stockholder of Merger Sub is the only vote of the holders of any class or series of Merger Sub Capital Stock necessary to adopt this Agreement and approve the Merger and the applicable Contemplated Transactions (the “Required Merger Sub Stockholder Vote”).

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 Cellect and Merger Sub have all necessary corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and, subject to obtaining the Required Cellect Shareholder Vote and Required Merger Sub Stockholder Vote, to consummate the Contemplated Transactions. The SCWorx Cellect Board of Directors has: (i) determined that the Exchange Merger is fair to, and in the best interests of SCWorx of, Cellect and the SCWorx StockholdersCellect Shareholders; (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 agreementthe Cellect Shareholder Matters by the Cellect Shareholders and directed that the Cellect Shareholder Matters be submitted for consideration by Cellect Shareholders in connection with the solicitation of the Required Cellect Shareholder Vote, as applicable. The board of directors of Merger Sub has (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole stockholder; (B) duly authorized and approved by all necessary corporate action, the Exchange execution, delivery and performance of this Agreement and the other transactions contemplated by Contemplated Transactions; and (C) recommended that the sole stockholder of Merger Sub adopt this Agreement (and thereby approve the “SCWorx Stockholder Matters”) by Merger and the SCWorx Stockholders pursuant to the SCWorx Stockholder Written Consentapplicable Contemplated Transactions. This Agreement has been duly executed and delivered by SCWorx Cellect and Merger Sub and, assuming the due authorization, execution and delivery by AMMAQuoin, constitutes the legal, valid and binding obligation of SCWorxCellect and Merger Sub, enforceable against SCWorx Cellect and Merger Sub in accordance with its terms, subject to: (A1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B2) rules of law governing specific performance, injunctive relief and other equitable remedies. (bi) The With respect to the items indicated in Section 5.3(a), the affirmative vote of such majority of the holders of a majority of the shares of SCWorx Common Stock, voting as a single class, as outstanding Cellect Ordinary Shares required by and voted in accordance with applicable Legal Requirements (in person or by proxy) on the date of proposed matters at the SCWorx Stockholder Written Consent approving the SCWorx Stockholder Matters (the “Required SCWorx Stockholder Vote”), are Cellect Shareholders’ Meeting is the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) vote of the holders of any class or series of SCWorx Cellect Capital Stock necessary to approve such Cellect Shareholder Matters (the SCWorx “Required Cellect Shareholder Vote”) and (ii) the affirmative vote of the sole stockholder of Merger Sub is the only vote of the holders of any class or series of Merger Sub Capital Stock necessary to adopt this Agreement and approve the Merger and the applicable Contemplated Transactions (the “Required Merger Sub Stockholder MattersVote”).

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 Marker has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The SCWorx Marker Board of Directors has: (i) determined that the Exchange Merger is fair to, and in the best interests of SCWorx Marker and the SCWorx Marker 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 Marker Stockholder Matters by the Marker Stockholders and directed that the Marker Stockholder Matters be submitted for consideration by Marker Stockholders in connection with the solicitation of the Required Marker Stockholder Vote; and (iv) approved the Marker Stockholder Voting and Lock-Up 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 Marker and, assuming the due authorization, execution and delivery by AMMATapImmune and Merger Sub, constitutes the legal, valid and binding obligation of SCWorxMarker, enforceable against SCWorx Marker 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. (b) The affirmative vote of the holders of a majority 66-2/3% of the shares of SCWorx Marker Common Stock, voting as a single class, as outstanding on the record date for the written consent in lieu of a meeting pursuant to Section 228 of the SCWorx DGCL approving the Marker Stockholder Matters, in the form attached hereto as Exhibit E (each, an “Marker Stockholder Written Consent approving Consent” and collectively, the SCWorx “Marker Stockholder Matters Written Consents”) and entitled to vote thereon (collectively, the “Required SCWorx Marker Stockholder Vote”), are is the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) vote of the holders of any class or series of SCWorx Marker Capital Stock necessary to approve the SCWorx Marker Stockholder Matters. The shares of Marker Capital Stock covered by the Marker Stockholder Voting and Lock-Up Agreements are sufficient to obtain the Required Marker Stockholder Vote.

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 Alcobra and Merger Sub have all necessary corporate power and authority to enter into and to perform its obligations under this AgreementAgreement and, subject to obtaining the Required Alcobra Shareholder Vote and Required Merger Sub Stockholder Vote, to consummate the Contemplated Transactions. The SCWorx Alcobra Board of Directors has: (i) determined that the Exchange Merger is fair to, and in the best interests of SCWorx of, Alcobra and the SCWorx StockholdersAlcobra Shareholders; (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 agreementthe Alcobra Shareholder Matters by the Alcobra Shareholders and directed that the Alcobra Shareholder Matters be submitted for consideration by Alcobra Shareholders in connection with the solicitation of the Required Alcobra Shareholder Vote, as applicable. The board of directors of Merger Sub has (A) determined that the Merger is fair to, and in the best interests of, Merger Sub and its sole stockholder; (B) duly authorized and approved by all necessary corporate action, the Exchange execution, delivery and performance of this Agreement and the other transactions contemplated by Contemplated Transactions; and (C) recommended that the sole stockholder of Merger Sub adopt this Agreement (and thereby approve the “SCWorx Stockholder Matters”) by Merger and the SCWorx Stockholders pursuant to the SCWorx Stockholder Written Consentapplicable Contemplated Transactions. This Agreement has been duly executed and delivered by SCWorx Alcobra and Merger Sub and, assuming the due authorization, execution and delivery by AMMAArcturus, constitutes the legal, valid and binding obligation of SCWorxAlcobra and Merger Sub, enforceable against SCWorx Alcobra and Merger Sub in accordance with its terms, subject to: (A1) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B2) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) The (i) With respect to the items indicated in Section 5.3(a), the affirmative vote of such majority of the holders of a majority of the shares of SCWorx Common Stock, voting as a single class, as outstanding Alcobra Ordinary Shares required by and voted in accordance with applicable Law (in person or by proxy) on the date of proposed matters at the SCWorx Stockholder Written Consent approving the SCWorx Stockholder Matters (the “Required SCWorx Stockholder Vote”), are Alcobra Shareholders’ Meeting is the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) vote of the holders of any class or series of SCWorx Alcobra Capital Stock necessary to approve such Alcobra Shareholder Matters (the SCWorx “Required Alcobra Shareholder Vote”) and (ii) the affirmative vote of the sole stockholder of Merger Sub is the only vote of the holders of any class or series of Merger Sub Capital Stock necessary to adopt this Agreement and approve the Merger and the applicable Contemplated Transactions (the “Required Merger Sub Stockholder MattersVote”).

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. (b) The affirmative vote of the holders of at least a majority of the shares of SCWorx Innovate Common Stock, voting as a single class, as outstanding on the record date for the written consent in lieu of a meeting pursuant to Section 228 of the SCWorx DGCL approving the Innovate Stockholder Matters, in a form reasonably acceptable to Monster (each, an “Innovate Stockholder Written Consent approving Consent” and collectively, the SCWorx “Innovate Stockholder Matters Written Consents”) and entitled to vote thereon (collectively, the “Required SCWorx Innovate Stockholder Vote”), are is the only votes (including any veto rights provisions granted to any vote of the SCWorx Stockholders) of the holders of any class or series of SCWorx Capital Stock Innovate Stockholders necessary to approve the SCWorx Innovate Stockholder Matters. The shares of Innovate Common Stock covered by the Innovate Stockholder Support Agreements are sufficient to obtain the Required Innovate Stockholder Vote.

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. (b) The affirmative vote or consent of the holders of a such majority specified in the Companies Act of the shares of SCWorx Common Stock, voting as a single class, as Sellas Shares issued and outstanding on the record date of the SCWorx Stockholder Written Consent approving the SCWorx Stockholder Matters (the “Required SCWorx Sellas Stockholder Vote”), are is the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) vote of the holders of any class or series of SCWorx Capital Stock Sellas’ share capital necessary to approve the SCWorx Sellas Stockholder Matters.

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 Acer has all necessary corporate power and authority to enter into and to perform its obligations under this Agreement. The SCWorx Acer Board of Directors has: (i) determined that the Exchange Merger is fair to, and in the best interests of SCWorx Acer and the SCWorx Acer 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 Acer Stockholder Matters by the Acer Stockholders and directed that the Acer Stockholder Matters be submitted for consideration by Acer Stockholders in connection with the solicitation of the Required Acer Stockholder Vote; and (iv) approved the Acer 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 Acer and, assuming the due authorization, execution and delivery by AMMAOpexa and Merger Sub, constitutes the legal, valid and binding obligation of SCWorxAcer, enforceable against SCWorx Acer 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. (b) The affirmative vote of the holders of (i) a majority of the shares of SCWorx Acer Preferred Stock and Common Stock, voting together as a single class; and (ii) greater than 50% of the shares of Acer Preferred Stock, voting together as a single class and (iii) greater than 50% of the shares of Acer Series B Preferred Stock, voting together as a single class, in each case, as outstanding on the record date for the written consent in lieu of a meeting pursuant to Section 228 of the SCWorx DGCL approving the Acer Stockholder Matters, in a form reasonably acceptable to Opexa (each, an “Acer Stockholder Written Consent approving Consent” and collectively, the SCWorx “Acer Stockholder Matters Written Consents”) and entitled to vote thereon (collectively, the “Required SCWorx Acer Stockholder Vote”), are is the only votes (including any veto rights provisions granted to any of the SCWorx Stockholders) vote of the holders of any class or series of SCWorx Acer Capital Stock necessary to approve the SCWorx Acer Stockholder Matters. The shares of Acer Capital Stock covered by the Acer Stockholder Support Agreements are sufficient to obtain the Required Acer Stockholder Vote.