Required Valor Shareholder Vote. The sole required approval of the shareholders of Valor or any of its Subsidiaries of this Agreement and the Transactions, including the ISR Merger, is the approval of (i) the holders of at least a majority of the outstanding Valor Preferred Shares (other than Series S Preferred Shares), voting together as a single class on an as converted basis, provided that such holders must include each of NGN Biomed Opportunity II, L.P., OXO Capital Valve Ventures LLC and collectively, IFA PE Fund II, LP and IFA PE Fund II US, LP and (ii) the holders of at least a majority of the outstanding Valor Ordinary Shares and Valor Preferred Shares (other than HW Owned Equity), voting together as a single class on an as-converted to Valor Ordinary Shares basis, in each case solely with respect to the ISR Merger (the “Required Valor Shareholder Vote”).
