Common use of Voting Agreement Clause in Contracts

Voting Agreement. During the three (3) year period following the Effective Date (the “Restricted Period”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing to vote in favor of, or against, any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice of any meeting of stockholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretion, with respect to (y) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its terms.

Voting Agreement. During In consideration of the three (3) year period following sale of the Effective Date (Shares by the “Restricted Period”)---------------- Company to Purchaser, if PrecisionPurchaser hereby agrees that, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing with respect to any matter upon which the separate vote in favor of, or against, any matter, action, ratification or other event for which approval of the holders of Precision the Company's Series A Common Stock is sought or upon which such holders are otherwise entitled required under Section 242(b) of the Delaware General Corporation Law prior to vote, including the election closing of directors, but excluding any Extraordinary Matter the Company's initial public offering of Series A Common Stock pursuant to a registration statement filed with and declared effective by the SEC (collectively, a “Stockholder Matter”the "Company IPO"), then TGTX Purchaser will cast all votes attributable to ----------- Purchaser's Shares in the same proportion as the holders of the Company's outstanding shares of Series A, Series K and Series T Preferred Stock or any other series of stock designated in the Certificate of Incorporation of the Company as Convertible Preferred Stock (athe "Convertible Preferred Stock") after receiving proper notice of any meeting of stockholders of Precision related to cast --------------------------- their votes upon such Stockholder Matter (matter, or, if there are no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be presentshares of Convertible Preferred Stock outstanding, in person or by proxy, the same manner as a holder the holders of the Company's outstanding shares of Precision Series B Common Stock at all cast their votes upon such meetings and be counted for matter. Purchaser hereby irrevocably appoints the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all Secretary of the securities of Precision as to which it is entitled to voteCompany, as it may determine in its sole discretion, with respect to (y) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities person designated by the Secretary of Precision (other than any securities sold by TGTX the Company, to a Third Party act as Purchaser's proxy until the Company IPO to cast all votes attributable to Purchaser's Shares as specified in compliance with Section 8.2.6)this Section. For the avoidance The obligations of doubt, the proxy granted by this Section 8.2.7 shall not apply be binding on any transferee to whom the Shares are transferred by Purchaser or any Extraordinary Mattersubsequent transferee. Notwithstanding As a condition of any transfer of the foregoingShares prior to the Company IPO, Purchaser shall require any transferee, and any such transferee shall require its transferee, to agree to be bound by the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon in the termination of this Agreement in accordance with its termssame manner as Purchaser is bound.

Voting Agreement. During With respect to each Selling Stockholder, until the three (3) year period following the Effective Date (the “Restricted Period”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing to vote in favor of, or against, any matter, action, ratification or other event for which approval earlier of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice July 15, 2001 and (b) the time at which such Selling Stockholder and its subsidiaries have disposed of all of their shares of capital stock of Sprint, FT, DT and NAB and their subsidiaries hereby irrevocably agree, at any special meeting or any other meeting of stockholders of Precision related to such Stockholder Matter (orSprint, if no notice is required or such notice is properly waivedhowever called, after notice from the Proxyholder is given), be present, and in person or any action by proxy, as a holder written consent of shares stockholders of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretion, with respect to (y) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitutionSprint, to vote all voting securities of Precision (or cause to be voted) or execute a written consent as to which TGTX has beneficial ownership or all shares of capital stock of Sprint held by such party and its subsidiaries (A) as to which TGTX otherwise exercises voting FT and its subsidiaries, in favor of the adoption or dispositive authority approval or against any proposal relating to the matters set forth on Exhibit A, as indicated on Exhibit A, and in a manner at least as favorable to Sprint ("favorable" meaning in accordance with the provisions set forth recommendation of the Sprint Board of Directors) as for and/or against any other proposal that is voted upon, in this Agreement proportion to the number of votes cast for and against such proposal by the holders of voting capital stock of Sprint who are not Selling Stockholders or their subsidiaries, and (B) as to execute all appropriate instruments consistent DT and NAB and their subsidiaries, in a manner at least as favorable to Sprint ("favorable" meaning as specified in Exhibit A as to proposals relating to the matters on Exhibit A, and in accordance with this Agreement. The proxy the recommendation of the Sprint Board of Directors as to other proposals) as for and/or against any proposal that is voted upon, in proportion to the number of votes cast for and power against such proposal by the holders of attorney granted by TGTX pursuant to voting capital stock of Sprint other than the Selling Stockholders; provided that this Section 8.2.7 are coupled with an interest, are given 8 shall not affect the right of the Selling Stockholders and their subsidiaries to secure the performance vote any shares of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power capital stock of attorney will survive any Sprint in their sole discretion as to extraordinary corporate transactions such as a merger, or consolidation, conversion disposition of all or reorganization substantially all assets, dissolution or liquidation involving Sprint or an acquisition of TGTX all or any other entity holding any voting securities substantially all of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6)the assets of Sprint. For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions purposes of this Section 8.2.7 8, the Selling Stockholders and their subsidiaries shall automatically terminate and be deemed to have retained any shares of no further force or effect upon capital stock of Sprint that are owned at the termination time of this Agreement in accordance with its termsa record date for any meeting of Sprint stockholders through the date of the related meeting of Sprint stockholders.

Voting Agreement. During The Sellers understand that the three Company and Ultimark Products, Inc. (3“Ultimark”) year period following have engaged in preliminary, non-binding discussions regarding the Effective Date terms of a possible transaction involving Ultimark (or an affiliate thereof) and the Company (the “Restricted PeriodProposed Transaction”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing to vote in favor of, or against, any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice of any meeting of stockholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretionEach Seller, with respect to (y) any transaction which would result in a Change such Seller’s shares of Control Common Stock, does hereby constitute and appoint the Buyer, and each nominee of Precision and (z) any liquidation or dissolution of Precision (eachthe Buyer, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, as his true and lawful attorney and proxy, for and in his name, place and xxxxx, to vote all voting securities each of Precision as such shares of Common Stock, whether now owned or hereinafter acquired by such Seller or with respect to which TGTX such Seller has beneficial ownership or hereafter acquires, as his proxy, at every annual, special or adjourned meeting of the stockholders of the Company (including the right to sign his name (as stockholder) to any consent, certificate or other document relating to the Company that may be permitted or required by applicable law) (a) in favor of the approval of the Proposed Transaction and any other transactions or agreements contemplated or entered into pursuant to the Proposed Transaction, (b) against any transaction pursuant to a Proposal (as defined in the Standstill Agreement Letter, dated as of August 25, 2014, between the Company and Capital Preservation Solutions, LLC) by any party other than Ultimark, Buyer or their affiliates or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company related to the Proposed Transaction or which could result in any of the conditions to the Company’s obligations related to the Proposed Transaction or any other transaction or agreement contemplated or entered into pursuant to the Proposed Transaction not being fulfilled, and (c) in favor of any other matter relating to the consummation of any agreement or transaction contemplated or entered into pursuant to the Proposed Transaction. Each Seller further agrees to cause the number of shares of Common Stock over which he has voting power, whether now owned or hereinafter acquired by such Seller or with respect to which TGTX otherwise exercises such Seller has or hereafter acquires voting or dispositive authority power, to be voted in accordance with the provisions set forth foregoing. Each Seller shall perform further acts and execute such further documents and instruments as may reasonably be required to vest in this Agreement and the Buyer the power to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, carry out the provisions of this Section 8.2.7 5.16. The obligations of each Seller under this Section 5.16 shall automatically terminate and be of no further force or effect upon the earlier of (i) the date of termination of this Agreement in accordance with its termsnegotiations regarding the Proposed Transaction and (ii) the date of termination of any transaction or agreement entered into pursuant to the Proposed Transaction.

Voting Agreement. During the three (3) year period following the Effective Date (the “Restricted Period”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing to vote in favor of, or against, any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice The Trustee shall cause each of the shares of Company Common Stock Beneficially Owned by J&A Alliance Trust to be present in person or represented by proxy at any meeting of stockholders the shareholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted Company for the purposes purpose of determining the presence of a quorum at such meetings and meeting. (b) The Trustee shall at all times vote (in person the shares of Company Common Stock Beneficially Owned by J&A Alliance Trust with respect to any action, proposal or by proxy, as applicable) all voting securities of Precision as matter to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed be voted on by the Proxyholder. shareholders of the Company (including through action by written consent), including the election or removal of any director of the Company Board, in a manner consistent with the spirit of the strategic alliance contemplated by the Basic Agreement and with due regard to the views and recommendations of the Company Board. (c) Notwithstanding Section 6.1(b), the foregoingTrustee shall (i) with respect to any shares of Company Common Stock Beneficially Owned by J&A Alliance Trust representing voting rights exceeding 20% of the aggregate voting rights represented by the outstanding shares of Company Common Stock, TGTX may vote such excess shares of Company Common Stock, in connection with any action, proposal or matter to be voted on by the shareholders of the Company (including through action by written consent), and (ii) solely in connection with any Change of Control transaction other than a Board Change of Control, vote all of the securities shares of Precision as to which it is entitled to voteCompany Common Stock Beneficially Owned by J&A Alliance Trust, as it may determine in its sole discretioneach case of clauses (i) and (ii), with respect to (y) any transaction which would result in a Change manner proportionally equal to the vote of Control shares of Precision and (z) any liquidation or dissolution of Precision (eachCompany Common Stock not Beneficially Owned by J&A Alliance Trust; provided, an “Extraordinary Matter”)that, if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the Trustee shall have the right to vote all of the shares of Company Common Stock Beneficially Owned by J&A Alliance Trust representing up to, but not exceeding, 20% of the aggregate voting rights represented by the outstanding shares of Company Common Stock with respect to the election or removal of any director of the Company Board (including pursuant to a Board Change of Control), in its sole discretion. (d) Without the prior written consent of the Company, none of J&A Alliance Trust, the Trustee, Japan Post or any Subsidiary of Japan Post, other than Japan Post Investment Funds, shall participate in any contested solicitation by a third party of any proxy granted by or other authority to vote shares of Company Common Stock in support of a resolution seeking the removal or election of any director of the Company Board or the governing bodies of any of its Subsidiaries. (e) Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 8.2.7 6.1 shall not apply be interpreted so as to limit the Trustee’s right to vote at least the lesser of the (i) number of shares of Company Common Stock representing 10% of the aggregate voting rights represented by the outstanding shares of Company Common Stock and (ii) number of shares of Company Common Stock then Beneficially Owned by J&A Alliance Trust, in each case, with respect to the election or removal of any Extraordinary Matter. Notwithstanding director of the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its termsCompany Board.

Voting Agreement. During (a) In every vote of the three (3) year period following Company’s stockholders taken from time to time during the Effective Date Term with respect to any Significant Matter publicly opposed by the Board of Directors of the Company (the “Restricted Period”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “ProxyholderBoard”) instructs TGTX in writing to vote in favor of, or against, any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice of any meeting of stockholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoingBoard shall have recommended a vote against, TGTX may vote whether at any or all meeting of the securities stockholders of Precision as the Company, at any adjournment or postponement thereof, or pursuant to which it is entitled an action or approval by written consent, the Stockholder Parties shall not vote or cause to vote, as it may determine be voted the Voting Shares in its sole discretion, favor of such Significant Matter. (b) In every vote of the Company’s stockholders taken from time to time during the Term with respect to the election of one or more directors not recommended or nominated by the Board or the approval of the exercise of voting rights with respect to Company Common Stock acquired pursuant to a Significant Matter that shall not have been recommended by the Board for approval, whether at any meeting of the stockholders of the Company, at any adjournment or postponement thereof, or pursuant to an action or approval by written consent, the Stockholder Parties shall not vote or cause to be voted the Voting Shares in favor of any such director or the exercise of such voting rights. (yc) The Stockholder Parties shall not, during the Term, (i) enter into any transaction which would result in a Change of Control of Precision and (z) agreement or understanding with, or give any liquidation proxy to, any Person to vote or dissolution of Precision (each, an “Extraordinary Matter”have voted or give instructions inconsistent with Section 2(a), if such Extraordinary Matter is presented (ii) deposit any of the Voting Shares into a voting trust or enter into a voting agreement or similar contract with respect to Precision’s stockholders for approval. To secure TGTX’s obligations to vote any of the Voting Shares, unless the voting of the Voting Shares pursuant thereto shall be in accordance with this Agreement and Section 2(a), or (iii) agree with any Person to comply with take any of such actions. (d) During the other terms Term hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with Stockholder Parties shall promptly notify the power to act alone and with full power Company upon the acquisition of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted any additional Voting Shares by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance any of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its termsthem.

Voting Agreement. During (i) Each Shareholder agrees, at any time it is then entitled to vote for the three election of Directors to the Board, to take all Necessary Action, including casting all votes to which such Shareholder is entitled in respect of its Voting Shares (from time to time), whether at any annual or extraordinary general meeting, or to cause such Shareholder’s Board representative(s) to cast their vote so as to ensure that the composition of the Board complies with (and includes all of the requisite designees in accordance with) the Relationship Agreement from time to time. (ii) Each Shareholder agrees that if, at any time, it is then entitled to vote for the removal of Directors, it will not vote any of its Voting Shares (from time to time) in favor of the removal of any Director who shall have been designated in accordance with the Relationship Agreement, unless (1) the Person or Persons entitled to designate such Director shall have consented to such removal in writing, (2) removal is compelled pursuant to the Relationship Agreement or (3) year period following the Effective Date (Person or Persons entitled to designate any Director pursuant to the “Restricted Period”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX Relationship Agreement shall request in writing the removal, with or without cause, of such Director (in which case, each such Shareholder shall vote its Voting Shares (from time to vote time) in favor ofof such removal). (iii) Each Shareholder agrees not to grant, or againstenter into a binding agreement with respect to, any matter, action, ratification proxy to any Person in respect of its Voting Shares (from time to time) that would prohibit or other event for which approval prevent such Shareholder from casting votes in respect of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice of any meeting of stockholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretion, with respect to (y) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote Voting Shares in accordance with this Agreement and to comply with the other terms hereofSection 2.4. (iv) Each Shareholder agrees, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, at any time it is then entitled to vote all voting securities for any resolution proposed to give effect to the agreed terms of Precision as to the Convertible Preferred Shares (including, but not limited to, (i) the renewal of the authorized share capital of the Company at a level which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with would permit the provisions set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement. The proxy and power issuance by the Company of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect Common Shares upon the termination exercise by one or both SL/PG Shareholders and/or Management of this their rights under the Conversion Agreement in accordance with its termsterms and (ii) the approval of the issuance of a preferred dividend, in each case in connection with the Convertible Preferred Shares), to take all Necessary Action, including casting all votes to which such Shareholder is entitled in respect of its Voting Shares (from time to time), whether at any annual or extraordinary general meeting or to cause such Shareholder’s Board representative(s) to cast their vote so as to ensure that the agreed terms of the Convertible Preferred Shares and the Conversion Agreement are given effect.

Voting Agreement. During Prior to the three earliest to occur of (3i) the five year period following anniversary of the Effective Date Time, and (ii) the “Initial Public Offering, as to any matter or action that requires a vote or written consent of the stockholders of the Company, whether by law or pursuant to any agreement, and for so long as there is at least one Principal Investor, each Management Stockholder agrees to vote his, her or its Restricted Period”Shares, or to provide his, her or its written consent, only as directed by both Principal Investors (and if both Principal Investors do not agree as to any matter or action, each Management Stockholder agrees not to vote his, her or its Restricted Shares or provide his, her or its written consent with respect to such matter or action), or if Precisionthere is only one Principal Investor, its Chief Executive Officer and/or its Chief Financial Officer (eachas directed by the sole Principal Investor; PROVIDED, a “Proxyholder”) instructs TGTX in writing that no Management Stockholder shall be required to vote in favor of, or againstprovide his, her or its written consent to, any matter, action, ratification or action that would disproportionately affect such Management Stockholder relative to the other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise in any material and adverse manner. In the event that any Management Stockholder entitled to votevote on or provide his, including the election her or its written consent with respect to a matter shall fail at any time to vote or act by written consent with respect to any Restricted Shares held of directors, but excluding any Extraordinary Matter (collectively, a “record or beneficially owned by such Management Stockholder Matter”), then TGTX will (a) after receiving proper notice of any meeting of stockholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises such Management Stockholder has voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to votecontrol, as it may determine agreed by such Management Stockholder in its sole discretionthis Agreement, with respect such Management Stockholder hereby irrevocably grants to (y) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if appoints each Principal Investor such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful Management Stockholder's proxy and attorney, with the power to act alone and -in-fact (with full power of substitution), for and in the name, place and stead of such Management Stockholder, to vote all voting securities or act by written consent with respect to such Restricted Shares and to grant a consent, proxy or approval in respect of Precision such Restricted Shares, in each case in such manner as to which TGTX has beneficial ownership the Principal Investor(s) shall determine in its (or as to which TGTX otherwise exercises voting or dispositive authority in accordance with their) sole and absolute discretion. Each Management Stockholder hereby affirms that the provisions irrevocable proxy set forth in this Section 9(e) will be valid for the term of this Agreement and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are is given to secure the performance of TGTX’s duties the obligations of such Management Stockholder under this Agreement and will Agreement. Each such Management Stockholder hereby further affirms that each proxy hereby granted shall, for the term of this Agreement, be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance shall be deemed coupled with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its termsan interest.

Voting Agreement. During (a) Until the three (3) year period following Closing Date, no Principal will assign, sell, pledge, hypothecate or otherwise transfer or dispose of any of the Effective Date (the “Restricted Period”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing to vote in favor ofshares of Purchaser Common Stock beneficially owned by such Principal, or against, any matter, action, ratification or other event for which approval securities of the holders of Precision Common Stock is sought or upon Purchaser with respect to which such holders are he otherwise entitled has the right to vote, including or any interest therein, deposit any of such shares or securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy with respect thereto (except as contemplated by this Proxy and Voting Agreement) or enter into any contract, option or other arrangement or undertaking with respect to the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice direct or indirect transfer or disposition of any meeting of stockholders the shares or securities. In the case of Precision related to such Stockholder Matter (orany transfer by operation of law, if no notice is required or such notice is properly waived, after notice from this Agreement shall be binding upon the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and transferee. (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretionEach Principal will, with respect to those shares of Purchaser Common Stock or other securities of the Purchaser that such Principal either owns for voting at the Purchaser Stockholder Meeting to be held for the purpose of voting on the adoption of the Transaction Documents and the issuance of shares of Purchaser Common Stock pursuant to the Transaction Documents or for granting any written consent in connection with the solicitation of written consents in lieu of such a meeting or with respect to which such Principal otherwise controls the vote, vote or cause to be voted such shares (yor execute written consents with respect to such shares) (i) to approve the Transaction Documents, the issuance of shares of Purchaser Common Stock pursuant to the Transaction Documents and the transactions contemplated thereby, (ii) against any transaction which would result in a Change of Control of Precision Purchaser Alternative Transaction and (ziii) in favor of any liquidation or dissolution other matter necessary for the consummation of Precision the transactions contemplated by the Transaction Documents. (eachc) Each Principal acknowledges that concurrently with the execution of this Agreement, such Principal has executed and delivered to LTGI an “Extraordinary Matter”)Irrevocable Proxy, if such Extraordinary Matter pursuant to Section 607.0722 of the Florida Business Corporation Act, coupled with an interest, the form of which is presented to Precision’s stockholders for approval. To secure TGTX’s obligations attached hereto as EXHIBIT A, so as to vote such shares in accordance with this SECTION 2 and each Principal hereby grants to LTGI such irrevocable proxy. The terms of this proxy shall expire upon approval by the requisite vote of the Purchaser's stockholders at the Purchaser Stockholder Meeting or at any adjournment thereof of the adoption of the Transaction Documents and issuance of the Purchaser Common Stock as contemplated thereby or upon the earlier termination of the Stock Purchase Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth thereof. (d) The Principals, New Valley and LTGI shall use commercially reasonable efforts to cause the agreements in this Agreement and SECTION 2 to execute all appropriate instruments consistent be appropriately disclosed in filings with this the Commission, including the Proxy Statement referred to in the Stock Purchase Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its terms.

Voting Agreement. During Until the three third anniversary of the Closing, the Purchaser shall take such action as may be required so that all of the Shares and the shares of Common Stock owned, directly or indirectly, of record or beneficially by the Purchaser (3including the shares of Common Stock issued upon conversion of the Shares) year period (a) that are entitled to vote at each meeting of the stockholders of the Company are voted at each such meeting of stockholders and at every postponement or adjournment thereof (i) in favor of each director nominated or recommended by the Board of Directors for election at any such meeting, and against the removal of any director who has been elected following nomination or recommendation by the Effective Date Board of Directors, (ii) against any stockholder nomination for director that is not approved and recommended by the Board of Directors for election at any such meeting, (iii) in favor of the Company’s “Restricted Period”say-on-pay” proposal and any proposal by the Company relating to equity compensation that has been approved by the Board of Directors or the Compensation Committee of the Board of Directors (or any successor committee, however denominated), if Precision(iv) in favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm and (v) in favor of any Merger and (b) are tendered pursuant to any Tender Offer in which Purchaser is eligible to participate. Except as set forth in the preceding sentence, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing no Purchaser shall be under any obligation to vote in favor ofthe same manner as recommended by the Board of Directors or in any other manner, or againstother than in its sole discretion, with respect to any other matter, action, ratification or other event for which approval . In furtherance of the holders foregoing, until the third anniversary of Precision Common Stock the Closing, the Purchaser shall take such action as may be required so that the Purchaser is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice of any meeting of stockholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder at each meeting of the stockholders of the Company and at every postponement or adjournment thereof so that all of the Shares and shares of Precision Common Stock at all such meetings and owned, directly or indirectly, of record or beneficially by the Purchaser (including the shares of Common Stock issued upon conversion of the Shares) may be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretion, with respect to (y) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority voted in accordance with the provisions set forth in this Agreement terms and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions conditions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its terms4.4.

Voting Agreement. During Each Shareholder agrees with, and covenants to, Capital Z as follows: (a) At the three (3) year period following Shareholders' Meeting or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval will be held or solicited with respect to the Effective Date increase of the authorized capital stock of the Company as contemplated by the Purchase Agreement (the “Restricted Period”"Charter Amendment"), such Shareholder shall vote (or cause to be voted) or shall consent, execute a consent or cause to be executed a consent in respect of the Shares in favor of the Charter Amendment and the Stock Split. (b) At any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought while the Purchase Agreement remains in effect, such Shareholder shall vote (or cause to be voted) the Shares against (i) any Alternative Transaction or any action which is a component of any Alternative Transaction or would be a component of an Alternative Transaction if Precisionit were contained in a proposal, its Chief Executive Officer and/or its Chief Financial Officer or (eachii) any other matter submitted to the shareholders of the Company, a “Proxyholder”including, without limitation, any amendment of the Company's Certificate of Incorporation or By-Laws, which matter would in any manner partially or wholly prevent or materially impede, interfere with or delay any of the transactions contemplated by the Purchase Agreement, as determined in good faith by Purchaser and with respect to which Purchaser provides written notice to the Shareholder.. (c) instructs TGTX In the event that the Recapitalization (as defined in writing the Purchase Agreement) is not consummated prior to June 30, 1999, each Shareholder agrees to vote in favor of, or against, any matter, action, ratification or other event all Shares for which approval of he has or shares the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled power to vote, including or grant a consent for approval in respect of such Shares in any manner permitted by the DGCL, as such Shareholder is directed by the board of directors of the Company, on any matters submitted to the shareholders of the Company, other than the election of directors, but excluding . The foregoing agreement shall terminate automatically upon the termination of this Agreement with respect to any Extraordinary Matter (collectively, Shares owned by such person upon transfer of such Shares pursuant to Section 7. The Company shall be a “Stockholder Matter”), then TGTX will (a) after receiving proper notice third party beneficiary of any meeting of stockholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted this Agreement for the purposes of determining this Section 2(c). (d) Each Shareholder represents and warrants to the presence of a quorum at such meetings Company and (b) vote (Capital Z that any proxies heretofore given in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all -3- 190 respect of the securities of Precision as to which it is entitled to voteShares are not irrevocable, as it may determine in its sole discretion, with respect to (y) and that any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX proxies are hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitutionrevoked, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority the extent in accordance conflict with Section 2(c) hereof. (e) Each Shareholder hereby affirms that the provisions irrevocable proxy set forth in this Agreement Section 2 is given in connection with the execution of the Purchase Agreement, and to execute all appropriate instruments consistent with this Agreement. The that such irrevocable proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are is given to secure the performance of TGTX’s the duties of such Shareholder under this Agreement Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and will may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance accordance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be 212(e) of no further force or effect upon the termination of this Agreement in accordance with its termsDGCL.

Voting Agreement. During (a) The Stockholders shall at all times vote their Common Stock (to the three (3extent they are entitled to vote the same) year period following the Effective Date (the “Restricted Period”)as specifically provided herein or, if Precisionnot so provided, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX as directed by J2R in writing to vote in favor ofaccordance with this Agreement, or againstin the same manner as the Common Stock held by J2R is voted in accordance with this Agreement, any matteron the designation of director representatives, action, ratification on the election of directors and on all other matters which are submitted to a vote (or other event for which approval consent in lieu of voting) of the holders of Precision Company's stockholders and on which such Common Stock is sought or upon which such holders are otherwise entitled to vote, including and for this purpose, each Stockholder, by execution of this Agreement, hereby irrevocably constitutes and appoints the election Person who is at any time the managing general partner of directorsJ2R, but excluding its proxy with full power of substitution to make such designations and to vote such Common Stock in the same manner as directed by J2R or as the Common Stock held by J2R is voted. To the extent permitted by law and for all purposes of this Agreement, each Stockholder, by its execution of this Agreement, irrevocably constitutes and appoints the Person who is at any Extraordinary Matter (collectivelytime the managing general partner of J2R, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice its proxy with full power of substitution to vote all of its Common Stock at any meeting of stockholders of Precision related the Company, or to give consent in lieu of voting on the designation of directors, representatives, or the election of directors and on any matter which is submitted for a vote or consent to the stockholders and on which such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and (b) is entitled to vote (in person except to the extent such vote or by proxy, as applicable) consent would violate any applicable law and except with respect to stockholder voting on the merger or consolidation of the Company with another corporation or the sale of all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or substantially all of the securities of Precision as to which it Company's assets), provided that such Common Stock is entitled to vote, as it may determine in its sole discretion, voted or consent is given with respect to (y) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholderit as specifically provided herein, or his or her designeesif not so provided, in the same manner as TGTX’s true the Common Stock held by J2R. The proxies and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney powers granted by TGTX such Stockholder pursuant to this Section 8.2.7 Article 9 are coupled with an interest. Notwithstanding anything contained in this paragraph, are given (i) J2R shall not have the right to secure direct the performance vote with respect to any matter upon which a class vote is required or permitted hereunder and (ii) such Stockholder's Common Stock shall not, except with the express consent of TGTX’s duties under this Agreement and such Stockholder, be voted in favor of any resolution the effect of which will be irrevocable until to change such Stockholder's Common Stock or J2R's Common Stock, or convert or exchange such Stockholder's Common Stock or J2R's Common Stock into or for different securities, unless in every such case such Stockholder's Common Stock and J2R's Common Stock are thereby changed identically or converted into or exchanged for the third same type of securities pro rata (3rd) anniversary following except in no event shall the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX Class D-2 Common or any other entity holding any nonvoting securities issued as contemplated by this Agreement to holders of Class D-2 Common be amended to become voting securities and in no event shall the terms on which Class D-2 Common or any such securities are convertible into voting securities be amended, except with the consent of Precision the holders of a majority of the outstanding shares of Class D-2 Common). (other than any securities sold by TGTX to b) Each Stockholder represents that he has not granted and is not a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply party to any Extraordinary Matter. Notwithstanding the foregoingproxy, voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Agreement, and no such holder of Common Stock shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Agreement. (c) The voting agreement set forth in this Section 8.2.7 9.1 shall automatically terminate and be of no further force or effect upon the termination occurrence of this Agreement in accordance with its termsa Qualified Public Offering.

Voting Agreement. During 5.1 Each Investor hereby agrees that, until the three Lockup Date, (3A) year period following without prejudice to the Effective Date rights of the Investor set forth in clause (the “Restricted Period”B), if Precisionsuch Investor shall not, and shall cause its Chief Executive Officer and/or its Chief Financial Officer Affiliates who hold any Company Securities not to, solicit, effect or seek to effect, offer or propose (each, a “Proxyholder”whether publicly or otherwise) instructs TGTX in writing to vote in favor ofeffect, or againstcause or participate in, or in any way knowingly assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, or make any public statement with respect to, any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice of any meeting of stockholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretion, action with respect to the Company or its Subsidiaries (yas defined in the Share Purchase Agreement) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive including without limitation any merger, consolidation, conversion business combination, tender or reorganization exchange offer involving the Company) that is not recommended by the Board, and (B) at any meeting of TGTX the shareholders of the Company, however called, or at any adjournment or postponement thereof (a “Company Shareholders’ Meeting”), or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought by or from the shareholders of the Company: (i) such Investor shall, and shall cause its Affiliates who hold any Company Securities to, appear at such Company Shareholders’ Meeting or otherwise cause all Company Securities Beneficially Owned by such Investor or its Affiliates to be counted as present thereat for the purpose of establishing a quorum and shall take all other necessary or desirable actions within their control (including, without limitation, execution of written consents or resolutions in lieu of meetings); and (ii) with respect to any matter upon which a vote, consent or other approval (including by written consent) is sought by or from the shareholders of the Company, such Investor shall, and shall cause its Affiliates who hold any Company Securities to, vote and cause to be voted all Company Securities Beneficially Owned by such Investor or its Affiliates in the manner recommended by the Board at any such Company Shareholders’ Meeting or under any such other circumstances upon which a vote, consent or other approval (including by written consent) is sought, in the case of (B), (x) to the extent such Company Securities may be voted on such matter and (y) other than with respect to any such matter (1) that relates to a transaction between the Company, on the one hand, and any Affiliate of the Company or any officer, director, shareholder or member of the Company or any of its Affiliates, on the other entity holding any voting hand, (2) that relates to the disposition of a material portion of the assets or securities of Precision the Company and its Subsidiaries (other than any securities sold as defined in the Share Purchase Agreement), taken as a whole, or (3) that constitutes a material violation of applicable Law by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its termsCompany.

Voting Agreement. During The Stockholder agrees that, prior to the three (3) year period following the Effective Date (the “Restricted Period”)Expiration Date, if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing to vote in favor of, or against, any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice of at any meeting of the Company stockholders, however called, and at any adjournment or postponement thereof, and in any action taken by the written consent of the Company stockholders without a meeting, unless otherwise directed in writing by TWC or unless TWC or any of Precision related to its affiliates otherwise exercise the Proxy, such Stockholder Matter will: (ori) appear at the meeting or otherwise cause his, if no notice is required her or such notice is properly waivedits Subject Shares, together with any capital stock of the Company acquired by the Stockholder after notice from the Proxyholder is givendate of this Agreement, whether upon the exercise of stock options, warrants or otherwise (the Stockholder's acquired shares, together with the Subject Shares, are referred to herein as the Stockholder's "Shares"), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and to be counted as present thereat for the purposes of determining the presence of establishing a quorum at such meetings quorum, and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretion, with respect to (y) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority Subject Shares in accordance with the terms of this Agreement; (ii) vote, or execute consents in respect of, all Shares, or cause all Shares to be voted, or consents to be executed in respect thereof, in favor of: (a) the adoption and approval of the Master Contribution Agreement (including any revised or amended Master Contribution Agreement that is not materially less favorable to the Company or the Stockholders from a financial point of view) and the transactions contemplated thereby, including, without limitation, the contribution of substantially all of the Company's assets to the Distributor; (b) the amendment and restatement of the Company's certificate of incorporation to: (i) increase the Company's authorized shares of Common Stock by 200 million shares; (ii) authorize the creation of Series W Preferred Stock with rights, preferences and privileges approved by the Board of Directors of the Company; (iii) causing the Company to opt out of and elect not to be governed by Section 203 of the Delaware General Corporation Law (which contains certain anti-takeover provisions); (iv) waive certain fiduciary obligations of TWC (including its affiliates and related persons) as a stockholder with respect to competing activities that it might engage in (paralleling similar provisions set forth contained in this the Limited Liability Company Agreement of the Distributor); and (v) rename the Company "Genius Entertainment, Inc." or such other name to be determined by the Board of Directors of the Company. (c) an increase in the number of shares available for issuance under the Company's 2004 Stock Incentive Plan of 6 million shares; and (d) each of the other actions contemplated by the Master Contribution Agreement and this Agreement, and any action required in furtherance hereof and thereof. (iii) vote, or execute consents in respect of, all Shares, or cause all Shares to execute all appropriate instruments consistent be voted, or consents to be executed in respect thereof, against (A) any agreement or transaction relating to any Competing Transaction Proposal or transaction or occurrence that if proposed and offered to the Company or its stockholders (or any of them) would constitute a Competing Transaction Proposal (collectively, "Alternative Transactions") or (B) any amendment of the Company's certificate of incorporation or bylaws or other proposal, action or transaction involving the Company or any of its subsidiaries or any of its stockholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the transactions contemplated by the Master Contribution Agreement, or change in any manner the voting rights of the Company's common stock (collectively, "Frustrating Transactions") presented to the stockholders of the Company (regardless of any recommendation of the Board of Directors of the Company) or in respect of which the vote or consent of the Stockholder is requested or sought. Prior to the Expiration Date, such Stockholder will not enter into any agreement or understanding with any person or entity to vote or give instructions in any manner inconsistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its terms2.1.

Voting Agreement. During Each Shareholder agrees with, and covenants to, Capital Z as follows: (a) At the three (3) year period following Shareholders' Meeting or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval will be held or solicited with respect to the Effective Date increase of the authorized capital stock of the Company as contemplated by the Purchase Agreement (the “Restricted Period”"CHARTER AMENDMENT), such Shareholder shall vote (or cause to be voted) or shall consent, execute a consent or cause to be executed a consent in respect of the Shares in favor of the Charter Amendment and the Stock Split. (b) At any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought while the Purchase Agreement remains in effect, such Shareholder shall vote (or cause to be voted) the Shares against (i) any Alternative Transaction or any action which is a component of any Alternative Transaction or would be a component of an Alternative Transaction if Precisionit were contained in a proposal, its Chief Executive Officer and/or its Chief Financial Officer or (eachii) any other matter submitted to the shareholders of the Company, a “Proxyholder”including, without limitation, any amendment of the Company's Certificate of Incorporation or By-Laws, which matter would in any manner partially or wholly prevent or materially impede, interfere with or delay any of the transactions contemplated by the Purchase Agreement, as determined in good faith by Purchaser and with respect to which Purchaser provides written notice to the Shareholder. (c) instructs TGTX In the event that the Recapitalization (as defined in writing the Purchase Agreement) is not consummated prior to June 30, 1999, each Shareholder agrees to vote in favor of, or against, any matter, action, ratification or other event all Shares for which approval of he has or shares the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled power to vote, including or grant a consent for approval in respect of such Shares in any manner permitted by the DGCL, as such Shareholder is directed by the board of directors of the Company, on any matters submitted to the shareholders of the Company, other than the election of directors, but excluding . The foregoing agreement shall terminate automatically upon the termination of this Agreement with respect to any Extraordinary Matter (collectively, Shares owned by such person upon transfer of such Shares pursuant to Section 7. The Company shall be a “Stockholder Matter”), then TGTX will (a) after receiving proper notice third party beneficiary of any meeting of stockholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted this Agreement for the purposes of determining this Section 2(c). (d) Each Shareholder represents and warrants to the presence of a quorum at such meetings Company and (b) vote (Capital Z that any proxies heretofore given in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all respect of the securities of Precision as to which it is entitled to voteShares are not irrevocable, as it may determine in its sole discretion, with respect to (y) and that any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX proxies are hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitutionrevoked, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority the extent in accordance conflict with Section 2(c) hereof. (e) Each Shareholder hereby affirms that the provisions irrevocable proxy set forth in this Agreement Section 2 is given in connection with the execution of the Purchase Agreement, and to execute all appropriate instruments consistent with this Agreement. The that such irrevocable proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are is given to secure the performance of TGTX’s the duties of such Shareholder under this Agreement Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and will may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance accordance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be 212(e) of no further force or effect upon the termination of this Agreement in accordance with its termsDGCL.

Voting Agreement. During (a) Until the three (3) year period following Closing Date, no Principal will assign, sell, pledge, hypothecate or otherwise transfer or dispose of any of the Effective Date (the “Restricted Period”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing to vote in favor ofshares of Purchaser Common Stock beneficially owned by such Principal, or against, any matter, action, ratification or other event for which approval securities of the holders of Precision Common Stock is sought or upon Purchaser with respect to which such holders are he otherwise entitled has the right to vote, including or any interest therein, deposit any of such shares or securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy with respect thereto (except as contemplated by this Proxy and Voting Agreement) or enter into any contract, option or other arrangement or undertaking with respect to the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice direct or indirect transfer or disposition of any meeting of stockholders the shares or securities. In the case of Precision related to such Stockholder Matter (orany transfer by operation of law, if no notice is required or such notice is properly waived, after notice from this Agreement shall be binding upon the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and transferee. (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretionEach Principal will, with respect to those shares of Purchaser Common Stock or other securities of the Purchaser that such Principal either owns for voting at the Purchaser Stockholder Meeting to be held for the purpose of voting on the adoption of the Transaction Documents and the issuance of shares of Purchaser Common Stock pursuant to the Transaction Documents or for granting any written consent in connection with the solicitation of written consents in lieu of such a meeting or with respect to which such Principal otherwise controls the vote, vote or cause to be voted such shares (yor execute written consents with respect to such shares) (i) to approve the Transaction Documents, the issuance of shares of Purchaser Common Stock pursuant to the Transaction Documents and the transactions contemplated thereby, (ii) against any transaction which would result in a Change of Control of Precision Purchaser Alternative Transaction and (ziii) in favor of any liquidation or dissolution other matter necessary for the consummation of Precision the transactions contemplated by the Transaction Documents. (eachc) Each Principal acknowledges that concurrently with the execution of this Agreement, such Principal has executed and delivered to LTGI an “Extraordinary Matter”)Irrevocable Proxy, if such Extraordinary Matter pursuant to Section 607.0722 of the Florida Business Corporation Act, coupled with an interest, the form of which is presented to Precision’s stockholders for approval. To secure TGTX’s obligations attached hereto as Exhibit A, so as to vote such shares in accordance with this Section 2 and each Principal hereby grants to LTGI such irrevocable proxy. The terms of this proxy shall expire upon approval by the requisite vote of the Purchaser's stockholders at the Purchaser Stockholder Meeting or at any adjournment thereof of the adoption of the Transaction Documents and issuance of the Purchaser Common Stock as contemplated thereby or upon the earlier termination of the Stock Purchase Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth thereof. (d) The Principals, New Valley and LTGI shall use commercially reasonable efforts to cause the agreements in this Agreement and Section 2 to execute all appropriate instruments consistent be appropriately disclosed in filings with this the Commission, including the Proxy Statement referred to in the Stock Purchase Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its terms.

Voting Agreement. During On or after the three expiration or termination of any applicable waiting periods under the HSR Act, and for so long as the Purchaser has the right to designate or nominate a director to the Board of Directors pursuant to the Certificate of Designations or Section 4.1, at each meeting of the stockholders of the Company and at every postponement or adjournment thereof, the Purchaser shall take such action as may be required so that all of the Purchased Shares, Conversion Shares or other shares of Common Stock owned, directly or indirectly, of record or beneficially by such Purchaser and entitled to vote at such meeting of stockholders are voted (3a) year period in favor of each director nominated or recommended by the Board of Directors for election at any such meeting, and against the removal of any director who has been elected following nomination or recommendation by the Effective Date Board of Directors, (b) against any stockholder nomination for director that is not approved and recommended by the Board of Directors for election at any such meeting, (c) in favor of the Company’s “Restricted Period”say-on-pay” proposal and any proposal by the Company relating to equity compensation that has been approved by the Board of Directors or the Compensation Committee of the Board of Directors (or any successor committee, however denominated), if Precisionand (d) in favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing but no Purchaser shall be under any obligation to vote in favor ofthe same manner as recommended by the Board of Directors or in any other manner, or againstother than in its sole discretion, with respect to any other matter, action, ratification or other event for which approval . In furtherance of the holders foregoing, for so long as the Purchaser has the right to designate or nominate a director to the Board of Precision Common Stock Directors pursuant to the Certificate of Designations or Section 4.1, the Purchaser shall take such action as may be required so that the Purchaser is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice of any meeting of stockholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder at each meeting of the stockholders of the Company and at every postponement or adjournment thereof so that all of the Purchased Shares, Conversion Shares or other shares of Precision Common Stock at all such meetings and owned, directly or indirectly, of record or beneficially by the Purchaser may be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretion, with respect to (y) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority voted in accordance with the provisions set forth in this Agreement terms and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions conditions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its terms4.11.

Voting Agreement. During the three (3) year period following the Effective Date (the “Restricted Period”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing to vote in favor of, or against, any matter, action, ratification or other event for which approval Each of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will Stockholders hereby agrees as follows: (a) after receiving proper notice in a written consent of any meeting of the stockholders of Precision related the Company in lieu of a meeting (the "WRITTEN CONSENT"), which shall be prepared and delivered to each Stockholder by the Company as promptly as practicable after the Registration Statement Effective Date pursuant to the terms of the Merger Agreement, and with respect to any Shares held of record or Beneficially Owned by such Stockholder, to consent to the approval and adoption of the Merger Agreement and the Merger; (b) to execute the Written Consent and deliver it to the Parent within one Business Day after receipt thereof by such Stockholder; (c) if the Company fails to deliver the Written Consent to such Stockholder, to appear, or cause the holder of record on any applicable record date with respect to any Shares Beneficially Owned by such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present"RECORD HOLDER") to appear, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes purpose of determining the presence of obtaining a quorum at such meetings any annual or special meeting of the Stockholders of the Company and (b) at any adjournment thereof at which matters relating to the Merger Agreement and the Merger are considered, and to vote (or cause to be voted by the Record Holder, in person or by proxy, as applicablethe Shares held of record or Beneficially Owned by such Stockholder in favor of approval and adoption of the Merger Agreement and the Merger; (d) all voting securities of Precision as to which TGTX has beneficial ownership vote, or as cause to which TGTX otherwise exercises voting or dispositive authority in the manner directed be voted by the Proxyholder. Record Holder, the Shares held of record or Beneficially Owned by such Stockholder, against (and, with respect to such Shares, not to consent to) any proposal for any extraordinary corporate transaction, such as a recapitalization, dissolution, liquidation or sale of assets of the Company or any merger, consolidation or other business combination (other than the Merger) between the Company and any Person (other than the Parent or a Parent Subsidiary) or any other action or agreement in each case in this Section 2.1(d) that is intended or that reasonably could be expected to (x) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (y) result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled, or (z) impede, interfere with, delay, postpone or materially adversely affect the Merger and the transactions contemplated by the Merger Agreement; and (e) Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretion, with respect to (y) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth nothing in this Agreement and shall limit or restrict Stockholder from (i) acting in Stockholder's capacity as a director or officer of the Company, to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interestthe extent applicable, are given to secure the performance of TGTX’s duties under it being understood that this Agreement and will be irrevocable until shall apply to Stockholder solely in Stockholder's capacity as a stockholder of the third Company or (3rdii) anniversary following the Effective Date. The proxy and power of attorney will survive voting in Stockholder's sole discretion on any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (matter other than any securities sold by TGTX those referred to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its terms2.1.

Voting Agreement. During Each Shareholder agrees with, and covenants to, Capital Z as follows: (a) At the three (3) year period following Shareholders' Meeting or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval will be held or solicited with respect to the Effective Date increase of the authorized capital stock of the Company as contemplated by the Purchase Agreement (the “Restricted Period”"CHARTER AMENDMENT"), such Shareholder shall vote (or cause to be voted) or shall consent, execute a consent or cause to be executed a consent in respect of the Shares in favor of the Charter Amendment and the Stock Split. (b) At any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought while the Purchase Agreement remains in effect, such Shareholder shall vote (or cause to be voted) the Shares against (i) any Alternative Transaction or any action which is a component of any Alternative Transaction or would be a component of an Alternative Transaction if Precisionit were contained in a proposal, its Chief Executive Officer and/or its Chief Financial Officer or (eachii) any other matter submitted to the shareholders of the Company, a “Proxyholder”including, without limitation, any amendment of the Company's Certificate of Incorporation or By-Laws, which matter would in any manner partially or wholly prevent or materially impede, interfere with or delay any of the transactions contemplated by the Purchase Agreement, as determined in good faith by Purchaser and with respect to which Purchaser provides written notice to the Shareholder. (c) instructs TGTX In the event that the Recapitalization (as defined in writing the Purchase Agreement) is not consummated prior to June 30, 1999, each Shareholder agrees to vote in favor of, or against, any matter, action, ratification or other event all Shares for which approval of he has or shares the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled power to vote, including or grant a consent for approval in respect of such Shares in any manner permitted by the DGCL, as such Shareholder is directed by the board of directors of the Company, on any matters submitted to the shareholders of the Company, other than the election of directors, but excluding . The foregoing agreement shall terminate automatically upon the termination of this Agreement with respect to any Extraordinary Matter (collectively, Shares owned by such person upon transfer of such Shares pursuant to Section 7. The Company shall be a “Stockholder Matter”), then TGTX will (a) after receiving proper notice third party beneficiary of any meeting of stockholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted this Agreement for the purposes of determining this Section 2(c). (d) Each Shareholder represents and warrants to the presence of a quorum at such meetings Company and (b) vote (Capital Z that any proxies heretofore given in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all respect of the securities of Precision as to which it is entitled to voteShares are not irrevocable, as it may determine in its sole discretion, with respect to (y) and that any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX proxies are hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitutionrevoked, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority the extent in accordance conflict with Section 2(c) hereof. (e) Each Shareholder hereby affirms that the provisions irrevocable proxy set forth in this Agreement Section 2 is given in connection with the execution of the Purchase Agreement, and to execute all appropriate instruments consistent with this Agreement. The that such irrevocable proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are is given to secure the performance of TGTX’s the duties of such Shareholder under this Agreement Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and will may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance accordance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be 212(e) of no further force or effect upon the termination of this Agreement in accordance with its termsDGCL.

Voting Agreement. During For so long as the three Purchaser has the right to designate or nominate a director to the Board of Directors pursuant to Section 4.1, at each meeting of the stockholders of the Company and at every postponement or adjournment thereof, each Purchaser shall take such action as may be required so that all of the Purchased Shares, Conversion Shares or other shares of Common Stock owned, directly or indirectly, of record or beneficially by the Purchaser and entitled to vote at such meeting of stockholders are voted (3a) year period following in favor of each director nominated and recommended by the Effective Date Board of Directors for election at any such meeting, (b) against any stockholder nomination for director that is not approved and recommended by the Board of Directors for election at any such meeting, (c) in favor of the Company’s “Restricted Period”say-on-pay” proposal and any proposal by the Company relating to equity compensation that has been approved by the Board of Directors or the Compensation Committee of the Board of Directors (or any successor committee, however denominated), if Precision(d) in favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm and (e) in favor of the Company’s proposal for amendment of its organizational documents in a manner that does not have an adverse effect on the holders of Series C Preferred Stock to increase number of authorized shares of capital stock of the Company, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing but no Purchaser shall be under any obligation to vote in favor ofthe same manner as recommended by the Board of Directors or in any other manner, or againstother than in its sole discretion, with respect to any other matter, action, ratification or other event for which approval . In furtherance of the holders foregoing, for so long as the Purchaser has the right to designate or nominate a director to the Board of Precision Common Stock Directors pursuant to Section 4.1, the Purchaser shall take such action as may be required so that the Purchaser is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice of any meeting of stockholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder at each meeting of the stockholders of the Company and at every postponement or adjournment thereof so that all of the Purchased Shares, Conversion Shares or other shares of Precision Common Stock at all such meetings and owned, directly or indirectly, of record or beneficially by the Purchaser may be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretion, with respect to (y) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority voted in accordance with the provisions set forth in this Agreement terms and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions conditions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its terms4.8.

Voting Agreement. During the three (3) year period following the Effective Date (the “Restricted Period”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing to vote in favor of, or against, any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice of any At every meeting of stockholders the Company Stockholders called with respect to any of Precision related the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Company Stockholders with respect to such Stockholder Matter (orany of the following, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), Parent hereby irrevocably and unconditionally agrees to be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote present (in person or by proxy) and vote (or cause to be voted), or, with respect to any written consent solicitation, deliver (or cause to be delivered) a written consent with respect to, all of the shares of Company Common Stock Beneficially Owned or owned of record by Parent or any of its Subsidiaries or Affiliates as applicableof the applicable record date (including the Parent Shares) (collectively, the “Subject Securities”): (i) in favor of the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, and any related proposal in furtherance thereof, (ii) in favor of any proposal to adjourn or postpone any such meeting to a later date if there are not sufficient votes to adopt this Agreement and/or if there are not sufficient shares present in person or by proxy at such meeting to constitute a quorum and (iii) in favor of any other matter necessary to consummate the transactions contemplated by this Agreement. Parent shall provide the Company with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Securities. (b) Parent hereby revokes any and all voting securities previous proxies granted with respect to its Subject Securities. In the event of Precision a failure by Parent to act in accordance with its obligations pursuant to Section 5.20, Parent hereby irrevocably grants to and appoints the Company (and any designee thereof) as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority Parent’s proxy and attorney-in-fact (with full power of substitution), for and in the manner directed name, place and stead of Parent, to (i) represent the Subject Securities and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of the ProxyholderCompany or otherwise) with respect to the Subject Securities, in each case, regarding the matters referred to in Section 5.20(a) until the Effective Time, to the same extent and with the same effect as Parent could do under applicable Law. Parent intends the proxy granted pursuant to this Section 5.20(b) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by Parent with respect to the Subject Securities. Parent hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, TGTX may vote this proxy shall automatically be revoked at the Effective Time. The parties acknowledge and agree that neither the Company, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to Parent or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to the Company by this Section 5.20(b). (c) Subject to Section 5.20(d), Parent covenants and agrees that, prior to receipt of the Company Stockholder Approval, it will not, and will not permit any of its Subsidiaries or Affiliates to, directly or indirectly, (i) transfer, assign, sell, pledge, encumber, hypothecate or otherwise dispose of (whether by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise) or consent to any of the foregoing (“Transfer”), or cause to be Transferred, any of the Subject Securities, (ii) grant any proxies or powers of attorney, or any other authorization or consent with respect to any or all of its Subject Securities in respect of any matter addressed by this Agreement, (iii) deposit any of the securities Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to any of Precision as the Subject Securities or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (iv) enter into any Contract with respect to which it is entitled the Transfer of any Subject Securities or (v) take any other action, that would restrict, limit or interfere with the performance of Parent’s obligations hereunder. Any purported Transfer of the Subject Securities in violation of this Section 5.20(c) shall be null and void ab initio. (d) Notwithstanding anything to votethe contrary in this Section 5.20, as it may determine in its sole discretion“Transfer” shall exclude, with respect to (y) any transaction which would result Subject Securities, the entry into or performance of any Financing Transaction in a Change respect of Control the Subject Securities and any payment or settlement thereunder, the granting of Precision and (z) any liquidation or dissolution of Precision (eachlien, an “Extraordinary Matter”)pledge, if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholdersecurity interest, or his other Encumbrance in or her designeeson such Subject Securities to a Financing Counterparty in connection with any Financing Transaction, the rehypothecation of any Subject Securities by the Financing Counterparty in connection with a Financing Transaction, and any transfer to, by or at the request of such Financing Counterparty in connection with an exercise of remedies by the Financing Counterparty under Financing Transaction. This Section 5.20 shall not be binding on any Person solely because such person is (i) a holder of Subject Securities as TGTX’s true and lawful proxy and attorneya result of the rehypothecation of Subject Securities by a Financing Counterparty, with the power to act alone and with full power (ii) a transferee of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX Subject Securities pursuant to settlement under, or pursuant to default rights or the exercise of remedies by a Financing Counterparty in connection with any Financing Transaction. (e) The obligations of Parent under this Section 8.2.7 are coupled with an interest, are given to secure 5.20 shall terminate upon any Company Adverse Recommendation Change made by the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its termsCompany.

Voting Agreement. During the three (3) year period following the Effective Date (the “Restricted Period”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing to vote in favor of, or against, any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice of any meeting of stockholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from From the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretion, with respect to (y) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon date hereof through the termination of this Agreement in accordance with its terms, at every meeting of the shareholders of the Company called with respect to any reason, and at every adjournment thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any reason, the Kanen Group shall vote or consent the Shares (as defined below) (or cause the Shares to be voted or consented) on any matter in the same proportion as all voting securities of the Company (other than the Shares or any other securities beneficially owned by the Kanen Group) are voted on such matter. In addition to the other covenants and agreements of the Kanen Group provided for elsewhere in this Agreement, from the execution of this Agreement until the termination of this Agreement, the Kanen Group and each member shall not enter into any agreement, arrangement or understanding with any Person (as defined below) to take any action that would be inconsistent with the voting arrangement set forth in the foregoing sentence or that would otherwise have the effect of violating the provisions and agreements contained herein. Section 2 of this Agreement is intended to bind the Kanen Group and each member as shareholder(s) of the Company only with respect to the Shares and only in the manner expressly provided herein. Except as otherwise set forth in this Agreement, the Kanen Group and each member shall not be restricted from voting in favor of, voting against or abstaining with respect to, any other matter presented to the shareholders of the Company at a meeting thereof or in any action by written consent of the shareholders. Notwithstanding the foregoing, the Kanen Group and each member shall not be precluded from voting and exercising all voting and related rights of all securities of the Company then Beneficially Owned by the Kanen Group in respect of an Extraordinary Transaction. (b) Concurrently with the execution of this Agreement, the Kanen Group agrees to deliver to the Chief Executive Officer and the Chief Financial Officer of the Company a proxy in the form attached hereto as Exhibit B (the “Proxy”) covering the Shares, which shall be irrevocable to the extent provided in the Washington Business Corporation Act; provided, that such Proxy shall be automatically suspended at such time that the Kanen Group files a Schedule 13D with the SEC showing that its Beneficial Ownership is less than 15% of the then outstanding Common Stock; provided further, that such suspended Proxy shall be automatically reinstated with full force and effect at any time during the term of the Agreement that Beneficial Ownership of the outstanding shares of the Company’s Common Stock by the Kanen Group (together with the Kanen Group’s Affiliates and Associates) equals or exceeds 15% of the then outstanding Common Stock.

Voting Agreement. During the three (3) year period following the Effective Date (the “Restricted Period”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing to vote in favor of, or against, any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice of any At every meeting of stockholders the Company Stockholders called with respect to any of Precision related the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Company Stockholders with respect to such Stockholder Matter (orany of the following, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), Parent hereby irrevocably and unconditionally agrees to be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote present (in person or by proxy) and vote (or cause to be voted), or, with respect to any written consent solicitation, deliver (or cause to be delivered) a written consent with respect to, all of the shares of Company Common Stock Beneficially Owned or owned of record by Parent or any of its Subsidiaries or Affiliates as applicableof the applicable record date (including the Parent Shares) (collectively, the “Subject Securities”): (i) in favor of the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, and any related proposal in furtherance thereof, (ii) in favor of any proposal to adjourn or postpone any such meeting to a later date if there are not sufficient votes to adopt this Agreement and/or if there are not sufficient shares present in person or by proxy at such meeting to constitute a quorum and (iii) in favor of any other matter necessary to consummate the transactions contemplated by this Agreement. Parent shall provide the Company with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Securities. (b) Parent hereby revokes any and all voting securities previous proxies granted with respect to its Subject Securities. In the event of Precision a failure by Parent to act in accordance with its obligations pursuant to ‎Section 5.20, Parent hereby irrevocably grants to and appoints the Company (and any designee thereof) as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority Parent’s proxy and attorney-in-fact (with full power of substitution), for and in the manner directed name, place and stead of Parent, to (i) represent the Subject Securities and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of the ProxyholderCompany or otherwise) with respect to the Subject Securities, in each case, regarding the matters referred to in ‎Section 5.20(a) until the Effective Time, to the same extent and with the same effect as Parent could do under applicable Law. Parent intends the proxy granted pursuant to this ‎‎Section 5.20(b) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by Parent with respect to the Subject Securities. Parent hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, TGTX may vote this proxy shall automatically be revoked at the Effective Time. The parties acknowledge and agree that neither the Company, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to Parent or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to the Company by this ‎‎Section 5.20(b). (c) Subject to ‎Section 5.20(d), Parent covenants and agrees that, prior to receipt of the Company Stockholder Approval, it will not, and will not permit any of its Subsidiaries or Affiliates to, directly or indirectly, (i) transfer, assign, sell, pledge, encumber, hypothecate or otherwise dispose of (whether by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise) or consent to any of the foregoing (“Transfer”), or cause to be Transferred, any of the Subject Securities, (ii) grant any proxies or powers of attorney, or any other authorization or consent with respect to any or all of its Subject Securities in respect of any matter addressed by this Agreement, (iii) deposit any of the securities Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to any of Precision as the Subject Securities or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (iv) enter into any Contract with respect to which it is entitled the Transfer of any Subject Securities or (v) take any other action, that would restrict, limit or interfere with the performance of Parent’s obligations hereunder. Any purported Transfer of the Subject Securities in violation of this ‎‎Section 5.20(c) shall be null and void ab initio. (d) Notwithstanding anything to votethe contrary in this ‎Section 5.20, as it may determine in its sole discretion“Transfer” shall exclude, with respect to (y) any transaction which would result Subject Securities, the entry into or performance of any Financing Transaction in a Change respect of Control the Subject Securities and any payment or settlement thereunder, the granting of Precision and (z) any liquidation or dissolution of Precision (eachlien, an “Extraordinary Matter”)pledge, if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholdersecurity interest, or his other Encumbrance in or her designeeson such Subject Securities to a Financing Counterparty in connection with any Financing Transaction, the rehypothecation of any Subject Securities by the Financing Counterparty in connection with a Financing Transaction, and any transfer to, by or at the request of such Financing Counterparty in connection with an exercise of remedies by the Financing Counterparty under Financing Transaction. This ‎Section 5.20 shall not be binding on any Person solely because such person is (i) a holder of Subject Securities as TGTX’s true and lawful proxy and attorneya result of the rehypothecation of Subject Securities by a Financing Counterparty, with the power to act alone and with full power (ii) a transferee of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX Subject Securities pursuant to this Section 8.2.7 are coupled settlement under, or pursuant to default rights or the exercise of remedies by a Financing Counterparty in connection with an interest, are given to secure the performance any Financing Transaction. (e) The obligations of TGTX’s duties Parent under this Agreement and will be irrevocable until ‎Section 5.20 shall terminate upon any Company Adverse Recommendation Change made by the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its termsCompany.

Voting Agreement. During (a) The Other Stockholders (other than Stockholders who are members of the three Windward Group) shall at all times vote their Common Stock (3) year period following to the Effective Date (the “Restricted Period”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing extent they are entitled to vote in favor ofthe same) as directed by Onex, or againstin the same manner as the Common Stock held by Onex is voted, any matteron the designation of director representatives, actionon the election of directors and, ratification with the exception of NML, on all other matters which are submitted to a vote (or other event for which approval consent in lieu of voting) of the holders of Precision Company's stockholders and on which such Common Stock is sought or upon which such holders are otherwise entitled to vote, including and for this purpose, shall execute and deliver to Onex (or its designees) proxies to make such designations and to vote such Common Stock in the election same manner as directed by Onex or as the Common Stock held by Onex is voted. To the extent permitted by law and for all purposes of directorsthis Agreement, but excluding any Extraordinary Matter each Other Stockholder (collectively, a “Stockholder Matter”other than Stockholders who are members of the Windward Group), then TGTX will (a) after receiving proper notice by its execution of this Agreement, irrevocably constitutes and appoints the Person who is at any time the president of Onex, its proxy to vote all of its Common Stock at any meeting of stockholders of Precision related the Company, or to give consent in lieu of voting on the designation of directors, representatives, or the election of directors and, with the exception of NML, on any matter which is submitted for a vote or consent to the stockholders and on which such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and (b) is entitled to vote (in person except to the extent such vote or by proxy, as applicable) consent would violate any applicable law and except with respect to stockholder voting on the merger or consolidation of the Company with another corporation or the sale of all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or substantially all of the securities of Precision as to which it Company's assets), provided that such Common Stock is entitled to vote, as it may determine in its sole discretion, voted or consent is given with respect to (y) any transaction which would result it in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints same manner as the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth in this Agreement and to execute all appropriate instruments consistent with this AgreementCommon Stock held by Onex. The proxy proxies and power of attorney powers granted by TGTX such Other Stockholder pursuant to this Section 8.2.7 Article 9 are coupled with an interest. Notwithstanding anything contained in this paragraph, are given to secure such Stockholder's Common Stock shall not, except with the performance express consent of TGTX’s duties under this Agreement and such Stockholder, be voted in favor of any resolution the effect of which will be irrevocable until to change such Stockholder's Common Stock or Onex's Common Stock, or convert or exchange such Stockholder's Common Stock or Onex's Common Stock into or for different securities, unless in every such case such Stockholder's Common Stock and Onex's Common Stock are thereby changed identically or converted into or exchanged for the third same type of securities pro rata (3rd) anniversary following except in no event shall the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX Class D-2 Common or any other entity holding any nonvoting securities issued as contemplated by this Agreement to holders of Class D-2 Common be amended to become voting securities and in no event shall the terms on which Class D-2 Common or any such securities are convertible into voting securities be amended, except with the consent of Precision the holders of a majority of the outstanding shares of Class D-2 Common originally issued pursuant to the Recapitalization Agreement). (other than any securities sold by TGTX to b) Each Other Stockholder represents that he has not granted and is not a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply party to any Extraordinary Matter. Notwithstanding the foregoingproxy, voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Agreement, and no such holder of Common Stock shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Agreement. (c) The voting agreement set forth in this Section 8.2.7 9.1 shall automatically terminate and be of no further force or effect upon the termination occurrence of this Agreement in accordance with its termsa Qualified Public Offering.

Voting Agreement. During Each Stockholder agrees that, during the three (3) year period following from the Effective Date (date of this Voting Agreement through the “Restricted Period”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing to vote in favor of, or against, any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will Expiration Date: (a) after receiving proper notice of at any meeting of stockholders of Precision related to the Company, however called, and any adjournments or postponements thereof, such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder of shall cause all outstanding shares of Precision Common Stock at all entitled to be voted that are Owned by such meetings and Stockholder as of the record date fixed for such meeting to be counted for the purposes of determining the presence voted in favor of a quorum at such meetings proposal to approve the Transactions and proposals to elect the slate of directors nominated by management pursuant to the terms of the Framework Agreement to be elected to Class II of the Board of Directors and to fill vacancies in Class I and Class III of the Board of Directors of the Company; (b) vote at any meeting of the stockholders of the Company, however called, and any adjournments or postponements thereof, each Stockholder shall cause all outstanding Common Stock entitled to be voted that are Owned by such Stockholder as of the record date fixed for such meeting to be voted against any action or agreement (other than the Framework Agreement and the Transactions) that would impede, interfere with, delay, postpone or attempt to discourage the consummation of the Transactions, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, recapitalization, business combination, sale of assets, liquidation or similar transaction involving the Company or any Subsidiary; and (ii) any action that is reasonably likely to result in person a breach in any respect of any representation, warranty, covenant or by proxy, as applicableother obligation or agreement of the Company or the Corporate Stockholders under the Framework Agreement; and (c) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any event written consents are solicited or all otherwise sought from stockholders of the securities Company with respect to the approval of Precision as the Transactions or the election of the slate of directors nominated by management pursuant to which it is entitled the Framework Agreement to voteClass II of the Board of Directors and to fill vacancies in Class I and Class III of the Board of Directors, as it may determine in its sole discretioneach Stockholder shall cause to be executed, with respect to (y) any transaction which would result in all outstanding shares of Common Stock entitled to be voted that are Owned by such Stockholder as of the record date fixed for the consent to the proposed action, a Change of Control of Precision and (z) any liquidation written consent or dissolution of Precision (each, an “Extraordinary Matter”), if written consents to such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its termsproposed action.

Voting Agreement. During The Xxxxx Parties agree that: (a) each of the three (3) year period following the Effective Date (the “Restricted Period”)Xxxxx Parties shall vote, if Precisionor cause to be voted, its Chief Executive Officer and/or its Chief Financial Officer (eachor execute written consents with respect to, a “Proxyholder”) instructs TGTX in writing to vote as applicable, all Voting Securities that it Beneficially Owns in favor of, or against, any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directorseach candidate designated or nominated for election pursuant to the Existing Stockholders Agreement, but excluding and in favor of removal of each Person designated for removal in accordance with the Existing Stockholders Agreement; (b) none of the Xxxxx Parties shall (i) nominate or designate, (ii) vote for, or (iii) make, or in any Extraordinary Matter way participate, directly or indirectly, in, any “solicitation” of “proxies” to vote (collectivelyas such terms are defined under Regulation 14A under the Exchange Act) or seek to advise or influence any Person with respect to the voting of, any Voting Securities in respect of the election of, any candidate for election or appointment as a “Stockholder Matter”)director of the Company, then TGTX will except as provided in the Existing Stockholders Agreement; (ac) after receiving proper notice each of any the Xxxxx Parties shall vote, or cause to be voted, or execute written consents with respect to, all Voting Securities that it Beneficially Owns, and shall take all other necessary or desirable actions within its control (including voting for calling a meeting of stockholders of Precision related to such Stockholder Matter (orthe Company, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, attending all meetings in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted proxy for the purposes of determining the presence of obtaining a quorum at such meetings and (b) vote (in person or by proxyquorum, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all remove directors of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretion, with respect to (y) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority Company not designated in accordance with the provisions set forth in this of the Existing Stockholders Agreement and executing all written consents in lieu of meetings, as applicable), to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, effectuate the provisions of this Section 8.2.7 Agreement; and (d) none of the Xxxxx Parties shall automatically terminate and be vote, or permit the voting of, or execute written consents with respect to, any Voting Securities Beneficially Owned by such Person in favor of no further force the removal of a director nominated or effect upon the termination of this Agreement designated in accordance with its termsthe Existing Stockholders Agreement, in each case other than if such director is designated for removal pursuant to the Existing Stockholders Agreement.

Voting Agreement. During 4.1 The Investor hereby agrees that, until the three Lockup Date, (3A) year period following without prejudice to the Effective Date rights of the Investor set forth in clause (the “Restricted Period”B), if Precisionthe Investor shall not, and shall cause its Chief Executive Officer and/or its Chief Financial Officer Affiliates who hold any Company Securities not to, solicit, effect or seek to effect, offer or propose (each, a “Proxyholder”whether publicly or otherwise) instructs TGTX in writing to vote in favor ofeffect, or againstcause or participate in, or in any way knowingly assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, or make any public statement with respect to, any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice of any meeting of stockholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretion, action with respect to the Company or its Subsidiaries (yas defined in the Share Subscription Agreement) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive including without limitation any merger, consolidation, conversion business combination, tender or reorganization exchange offer involving the Company) that is not recommended by the Board, and (B) at any meeting of TGTX the shareholders of the Company, however called, or at any adjournment or postponement thereof (a “Company Shareholders’ Meeting”), or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought by or from the shareholders of the Company: (i) the Investor shall, and shall cause its Affiliates who hold any Company Securities to, appear at such Company Shareholders’ Meeting or otherwise cause all Company Securities Beneficially Owned by the Investor or its Affiliates to be counted as present thereat for the purpose of establishing a quorum and shall take all other necessary or desirable actions within their control (including, without limitation, execution of written consents or resolutions in lieu of meetings); and (ii) with respect to any matter upon which a vote, consent or other approval (including by written consent) is sought by or from the shareholders of the Company, the Investor shall, and shall cause its Affiliates who hold any Company Securities to, vote and cause to be voted all Company Securities Beneficially Owned by the Investor or its Affiliates in the manner recommended by the Board at any such Company Shareholders’ Meeting or under any such other circumstances upon which a vote, consent or other approval (including by written consent) is sought, in the case of (B), (x) to the extent such Company Securities may be voted on such matter and (y) other than with respect to any such matter (1) that relates to a transaction between the Company, on the one hand, and any Affiliate of the Company or any officer, director, shareholder or member of the Company or any of its Affiliates, on the other entity holding any voting hand, (2) that relates to the disposition of a material portion of the assets or securities of Precision the Company and its Subsidiaries (other than any securities sold as defined in the Share Subscription Agreement), taken as a whole, or (3) that constitutes a material violation of applicable Law by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its termsCompany.

Voting Agreement. During (a) The Trust hereby agrees that during the three time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, the Trust, subject to the last sentence of this Section 1.1, shall vote its Company Shares: (3i) year period following the Effective Date (the “Restricted Period”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing to vote in favor of, or against, any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon Merger, the Merger Agreement (as amended from time to time) and the other Transactions with respect to which such holders are otherwise the Trust may be entitled to vote, including (ii) against any proposal for any recapitalization, merger, sale of assets or other business combinations between the election Company, SHI or any of directorsthe Cable Subsidiaries and any person or entity other than Acquiror, but excluding or any Extraordinary Matter other action or agreement, that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that would result in any of the conditions to the obligations of the Company under the Merger Agreement not being fulfilled, and (collectivelyiii) in favor of any other matter relating to the consummation of the Transactions with respect to which the Trust may be entitled to vote. The Trust acknowledges receipt and review of a copy of the Merger Agreement. Notwithstanding anything to the contrary set forth herein, a “the Trust shall not be required to vote its Company Shares in accordance with this Section 1.1 if the Board of Trustees of the Trust determines, with the advice of outside counsel, that it may be required, in the exercise of its fiduciary duties, to vote such shares other than in accordance with such Section. (b) The Acquiror Stockholder Matter”)hereby agrees that during the time this Agreement is in effect, then TGTX will (a) after receiving proper notice of at any meeting of the stockholders of Precision related Acquiror, however called, and in any action by consent of the stockholders of Acquiror, the Acquiror Stockholder shall vote its Acquiror Shares: (i) in favor of the Merger, the Merger Agreement (as amended from time to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from time) and the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as other Transactions with respect to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX such Acquiror Stockholder may vote any or all of the securities of Precision as to which it is be entitled to vote, as it may determine in its sole discretion, with respect to (yii) against any transaction which action or agreement that would result in a Change breach of Control of Precision and (z) any liquidation covenant, representation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX warranty or any other entity holding obligation or agreement of Acquiror under the Merger Agreement or that would result in any voting securities of Precision the conditions to the obligations of Acquiror under the Merger Agreement not being fulfilled and (iii) in favor of any other than any securities sold by TGTX matter relating to the consummation of the Transactions with respect to which the Acquiror Stockholders may be entitled to vote. The Acquiror Stockholder acknowledges receipt and review of a Third Party in compliance with Section 8.2.6). For copy of the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its termsMerger Agreement.

Voting Agreement. During The Xxxxx Parties agree that: (a) each of the three (3) year period following the Effective Date (the “Restricted Period”)Xxxxx Parties shall vote, if Precisionor cause to be voted, its Chief Executive Officer and/or its Chief Financial Officer (eachor execute written consents with respect to, a “Proxyholder”) instructs TGTX in writing to vote as applicable, all Voting Securities that it Beneficially Owns in favor of, or against, any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directorseach candidate designated or nominated for election pursuant to the Existing Stockholders Agreement or this Agreement, but excluding and in favor of removal of each Person designated for removal in accordance with the Existing Stockholders Agreement and this Agreement; (b) none of the Xxxxx Parties shall (i) nominate or designate, (ii) vote for, or (iii) make, or in any Extraordinary Matter way participate, directly or indirectly, in, any “solicitation” of “proxies” to vote (collectivelyas such terms are defined under Regulation 14A under the Exchange Act) or seek to advise or influence any Person with respect to the voting of, any Voting Securities in respect of the election of, any candidate for election or appointment as a “Stockholder Matter”)director of the Company, then TGTX will except as provided in the Existing Stockholders Agreement or this Agreement; (ac) after receiving proper notice each of any the Xxxxx Parties shall vote, or cause to be voted, or execute written consents with respect to, all Voting Securities that it Beneficially Owns, and shall take all other necessary or desirable actions within its control (including voting for calling a meeting of stockholders of Precision related to such Stockholder Matter (orthe Company, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, attending all meetings in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted proxy for the purposes of determining the presence of obtaining a quorum at such meetings and (b) vote (in person or by proxyquorum, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all remove directors of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretion, with respect to (y) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority Company not designated in accordance with the provisions set forth in of the Existing Stockholders Agreement or this Agreement and executing all written consents in lieu of meetings, as applicable), to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, effectuate the provisions of this Section 8.2.7 Agreement; and (d) none of the Xxxxx Parties shall automatically terminate and be vote, or permit the voting of, or execute written consents with respect to, any Voting Securities Beneficially Owned by such Person in favor of no further force the removal of a director nominated or effect upon the termination of this Agreement designated in accordance with its termsthe Existing Stockholders Agreement or this Agreement, in each case other than if such director is designated for removal pursuant to the Existing Stockholders Agreement or this Agreement.

Voting Agreement. During the three (3) year period following the Effective Date (the “Restricted Period”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing to vote in favor of, or against, any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice For so long as the Investor Parties have the right to designate or nominate one or more directors to the Board of Directors pursuant to Section 2.1 or any Investor Nominee continues to serve on the Board of Directors, at each meeting of the stockholders of the Company and at every postponement or adjournment thereof, the Investor Parties or Other Holders, as applicable, shall take such action as may be required so that all Conversion Shares owned, directly or indirectly, of record or beneficially by such Investor Parties and Other Holders and entitled to vote at such meeting of stockholders are voted (a) in favor of Precision related each director nominated or recommended by the Board of Directors for election at any such meeting, and against the removal of any director who has been elected following nomination or recommendation by the Board of Directors, (b) against any stockholder nomination for director that is not approved and recommended by the Board of Directors for election at any such meeting, (c) in favor of the Company’s “say-on-pay” proposal and any proposal by the Company relating to such Stockholder Matter equity compensation that has been approved by the Board of Directors or the Compensation Committee of the Board of Directors (oror any successor committee or committee performing similar functions, if no notice is required or such notice is properly waived, after notice from the Proxyholder is givenhowever denominated), and (d) in favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm. In furtherance of the foregoing, for so long as the Investor Parties have the right to designate or nominate a director to the Board of Directors pursuant to Section 2.1, the Investor Parties and Other Holders shall take such action as may be required so that the applicable Investor Parties and Other Holders are present, in person or by proxy, as a holder at each meeting of shares the stockholders of Precision Common Stock the Company and at every postponement or adjournment thereof so that all such meetings Conversion Shares owned, directly or indirectly, of record or beneficially by the Investor Parties and Other Holders may be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretion, with respect to (y) any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority voted in accordance with the provisions set forth in this Agreement terms and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions conditions of this Section 8.2.7 shall automatically 2.9. (b) The provisions in Section 2.9(a) will terminate and be cease to have effect if, following any conversion of no further force or effect upon Notes into shares of Common Stock of the termination Company in connection with the Rights Offering contemplated by the Purchase Agreement, the Investor acquires control of this Agreement in accordance with its termsa majority of the voting power of the Company.

Voting Agreement. During Sellers acknowledge that Investors plan to enter into a voting agreement with certain shareholders of the three Company and that the Shares will be subject to any such voting agreement. Because the Investors will not be the registered owners of the Shares until after they are delivered to the Investors pursuant to the terms of the Escrow Agreement, the Sellers acknowledge that they will be named as parties to any such voting agreement. Until such time as the Shares are registered into the names of the Investors, each Seller agrees as follows: (3i) year period following that pursuant to a limited power of attorney executed by each Seller on the Effective Date date hereof, the Investors shall be permitted to sign any such voting agreement in the name of and on behalf of each Seller, (ii) that pursuant to a limited power of attorney executed by each Seller on the “Restricted Period”)date hereof, the Investors shall be permitted to sign any and all amendments to any voting agreement in the name of and on behalf of each Seller; (iii) that pursuant to a limited power of attorney executed by each Seller on the date hereof, the Investors shall be permitted to sign such other documents and take such other actions in the names of the Sellers as may be necessary or desirable, in the sole opinion of Investors, to give effect to any voting agreement; (iv) that he will promptly acknowledge, if Precisionand when so requested by Investors, its Chief Executive Officer and/or its Chief Financial Officer (eachthat Investors own all rights to the Shares, a “Proxyholder”) instructs TGTX in writing have the irrevocable right to vote in favor of, or against, such Shares and receive any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice of any meeting of stockholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at and all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretion, dividends with respect to such Shares (yand the right to subordinate the right to receive dividends with respect to the Shares to the rights of third parties); (v) any transaction which would result that he will not vote the Shares unless requested to do so in a Change of Control of Precision writing by the Investors; and (zvi) any liquidation or dissolution of Precision (eachthat he will promptly do all other things, an “Extraordinary Matter”), if such Extraordinary Matter is presented take all other actions and execute all other documents as may be reasonably requested by Investors to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply provide Investors with the other terms hereof, TGTX hereby appoints full benefit of ownership of the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with Shares on the power to act alone and with full power date hereof even though the registration of substitution, to vote all voting securities such Shares in the names of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable Investors shall not occur until the third (3rd) anniversary following Shares are released to Investors from the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6). For the avoidance of doubt, the proxy granted by this Section 8.2.7 shall not apply to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its termsEscrow Agreement.

Voting Agreement. During (a) At any meeting of the three stockholders of the Company (3including any adjournment(s), postponement(s) year period following or continuation(s) thereof) and in any other circumstances upon which the Effective Date vote, consent (including a written consent in lieu of a meeting), agreement or other approval of the stockholders of the Company is sought, each Stockholder shall vote all Voting Shares, to the extent not already voted by the person(s) appointed pursuant to Section 2 of this Agreement, as instructed by the Board of Directors of the Company; provided, however, notwithstanding anything to the contrary herein, at all times during the term of this Agreement, the Stockholders shall retain the right to vote, in the aggregate, up to that number of issued and outstanding Voting Shares which are equal to or less than 15% of the issued and outstanding shares of Common Stock, as of the record date for any matter at which the vote, consent (including a written consent in lieu of a meeting), agreement or other approval of the stockholders of the Company is sought. For purposes of determining which Voting Shares in excess of 15% of the issued and outstanding shares of Common Stock, as of such record date, are subject to instruction for voting by and the grant of a proxy to the Board of Directors of the Company (the “Restricted PeriodExcess Shares”), the Excess Shares shall first consist of those Voting Shares held by the Stockholder with the largest number of issued and outstanding Voting Shares, and if Precisionsuch Voting Shares are less than the number of Excess Shares, its Chief Executive Officer and/or its Chief Financial Officer (eachshall then consist, a “Proxyholder”) instructs TGTX in writing order, of those Voting Shares held by the Stockholders with the next largest number of issued and outstanding Voting Shares, until the number of Excess Shares shall be covered by the voting rights granted to vote in favor of, or against, any matter, action, ratification or other event for which approval the Board of Directors of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice of any meeting of stockholders of Precision related to such Stockholder Matter (or, if no notice is required or such notice is properly waived, after notice from the Proxyholder is given), be present, in person or by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and Company hereunder. (b) vote (in person or by proxy, as applicable) all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any nothing in this Agreement shall limit or all restrict each Stockholder from acting in a capacity as a director or officer of the securities Company, to the extent applicable, it being understood that this Agreement shall apply to each Stockholder solely in the capacity as a stockholder of Precision as the Company. (c) In the event that any Stockholder shall transfer any Voting Shares or Other Securities to which it is entitled to votea Person who shall not be a Stockholder or Stockholder Affiliate, as it may determine in its sole discretion, then this Agreement shall terminate with respect to such Voting Shares or Other Securities; provided, however, for purposes of clarity, in the event that any Stockholder or Stockholder Affiliate shall acquire or reacquire Beneficial Ownership over such Voting Shares or Other Securities, then such Voting Shares and Other Securities shall be deemed subject to this Agreement. (yd) Any Person, who is not then a party to this Agreement, but who shall be or become a named reporting person in the Schedule 13G (or any transaction which would result amendments thereto), shall be deemed to be subject to this Agreement and shall be obligated to become a party to this Agreement as a Stockholder. (e) No Stockholder, nor any Affiliate of any Stockholder, shall have any liability with respect to the matters set forth in a Change of Control of Precision Section 1(a) above and (z) any liquidation or dissolution of Precision the Company shall defend, indemnify and hold harmless each Stockholder and their Affiliates (each, an “Extraordinary MatterIndemnified Party”)) for any and all claims, if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement damages, losses, liabilities and to comply with expenses arising out of or resulting from the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions matters set forth in this Agreement and Section 1(a) above. Promptly after receipt by any Indemnified Party of a notice of a claim or the beginning of any action in respect of which indemnity is to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX be sought against an indemnifying person pursuant to this Section 8.2.7 are coupled with an interest1(e), are given such Indemnified Party shall notify the Company in writing of such claim or of the commencement of such action, but the omission to secure so notify the performance of TGTX’s duties Company will not relieve it from any liability which it may have to any Indemnified Party under this Agreement Section 1(e) (except to the extent that such omission materially and will adversely affects the Company’s ability to defend such action) or from any liability otherwise than under this Section 1(e). Subject to the provisions hereinafter stated, in case any such action shall be irrevocable until brought against an Indemnified Party, the third Company shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Company to such Indemnified Party of its election to assume the defense thereof (3rdunless it has failed to assume the defense thereof and appoint counsel reasonably satisfactory to the Indemnified Party, in each case within a reasonable time after notice of commencement of the action), the Company shall not be liable to such Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, that if (i) anniversary following there exists or shall exist a conflict of interest that would make it inappropriate, in the Effective Datereasonable opinion of counsel to the Indemnified Party, for the same counsel to represent both the Indemnified Party and the Company or any affiliate or associate thereof, (ii) the employment of separate counsel for such Indemnified Party shall have been authorized in writing by the Company in connection with the defense of such action or (iii) the Company does not diligently defend the action after assumption of the defense in the reasonably opinion of such Indemnified Party, then in each case the Indemnified Party shall be entitled to retain its own counsel (who shall not be the same as the opining counsel) at the expense of such Company; provided, however, that the Company shall not be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all Indemnified Parties, which, counsel shall be designated by holders of the majority-in-interest of the then outstanding Voting Shares. In no event shall the Company be liable in respect of any amounts paid in settlement of any action unless the Company shall have approved the terms of such settlement; provided that such consent shall not be unreasonably withheld. The proxy Company shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could reasonably have been a party and power indemnification could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of attorney will survive such Indemnified Party from all liability on claims that are the subject matter of such proceeding. (f) Nothing contained in this Agreement shall be deemed to vest in any mergerPerson any direct or indirect ownership or incidence of ownership of or with respect to any Voting Shares, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX the right to a Third Party vote as set forth in compliance with Section 8.2.6)1(a) above. For Except as specifically set forth herein, all rights, ownership and economic benefits relating the avoidance of doubt, the proxy granted by this Section 8.2.7 Voting Shares shall not apply remain vested in and belong to any Extraordinary Matter. Notwithstanding the foregoing, the provisions of this Section 8.2.7 shall automatically terminate and be of no further force or effect upon the termination of this Agreement in accordance with its termssuch Stockholder.

Voting Agreement. During the three (3) year period following the Effective Date (the “Restricted Period”), if Precision, its Chief Executive Officer and/or its Chief Financial Officer (each, a “Proxyholder”) instructs TGTX in writing to vote in favor of, or against, any matter, action, ratification or other event for which approval of the holders of Precision Common Stock is sought or upon which such holders are otherwise entitled to vote, including the election of directors, but excluding any Extraordinary Matter (collectively, a “Stockholder Matter”), then TGTX will (a) after receiving proper notice of On each matter brought to a vote at any annual or special meeting of the Company’s stockholders, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by consent of the Company’s stockholders in lieu of Precision related a meeting of stockholders, Penske Corporation shall vote or duly execute and deliver a stockholder consent with respect to, as applicable, all Voting Securities that are Beneficially Owned by Penske Corporation that, when taken together with all Voting Securities that are Beneficially Owned by any Penske Covered Person, are in excess of the Voting Cap Threshold (such Voting Securities in excess of the Voting Cap Threshold, the “Excess Voting Securities”) in the same proportion (in the good faith estimate of the Board as near as practicable (and prior) to such Stockholder Matter (or, if no notice is required annual or special meeting or the effectiveness of such notice is properly waived, after notice from the Proxyholder is given), be present, in person or stockholder action by proxy, as a holder of shares of Precision Common Stock at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings and (b) vote (in person or by proxyconsent, as applicable) as all voting securities of Precision as to which TGTX has beneficial ownership other votes cast or as to which TGTX otherwise exercises voting or dispositive authority in the manner directed by the Proxyholder. Notwithstanding the foregoing, TGTX may vote any or all of the securities of Precision as to which it is entitled to vote, as it may determine in its sole discretion, effective duly executed and delivered consents with respect to the applicable matter (y) such proportion determined without inclusion of the votes cast or consents delivered in respect of any transaction which would result in a Change of Control of Precision and (z) any liquidation or dissolution of Precision (each, an “Extraordinary Matter”), if such Extraordinary Matter is presented to Precision’s stockholders for approval. To secure TGTX’s obligations to vote in accordance with this Agreement and to comply with the other terms hereof, TGTX hereby appoints the Proxyholder, or his or her designees, as TGTX’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all voting securities of Precision as to which TGTX has beneficial ownership or as to which TGTX otherwise exercises voting or dispositive authority in accordance with the provisions set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement. The proxy and power of attorney granted by TGTX pursuant to this Section 8.2.7 are coupled with an interest, are given to secure the performance of TGTX’s duties under this Agreement and will be irrevocable until the third (3rd) anniversary following the Effective Date. The proxy and power of attorney will survive any merger, consolidation, conversion or reorganization of TGTX or any other entity holding any voting securities of Precision (other than any securities sold by TGTX to a Third Party in compliance with Section 8.2.6Penske Covered Interests). For the avoidance of doubt, nothing in this Agreement shall restrict in any way the proxy granted voting of or exercise of the right to act by this consent in lieu of a meeting of stockholders with respect to any Voting Securities that are not Excess Voting Securities (which Voting Securities Penske Corporation or any Penske Covered Person may vote or exercise the right to act by consent in lieu of a meeting of stockholders in its discretion). (b) The foregoing notwithstanding, Penske Corporation may request, on a confidential basis, that the Company waive in advance the requirements of Section 8.2.7 1.01(a) with respect to any specific vote of the Company’s stockholders or action to be taken by consent in lieu of a meeting of stockholders such that Penske Corporation may vote, or take action by consent in lieu of a meeting of stockholders with respect to, the Excess Voting Securities in its discretion. Any such waiver, to the extent granted, shall only serve as a waiver with respect to the specific vote or stockholder action by consent for which the waiver is sought and shall not apply to otherwise relieve Penske Corporation of any Extraordinary Matterof its obligations under Section 1.01(a) for any other vote or stockholder action by consent. Notwithstanding The approval of any such waiver may be provided on behalf of the foregoingCompany by, and only by, the provisions affirmative vote of this Section 8.2.7 shall automatically terminate and be a majority of no further force the independent directors then in office or effect upon by any Company Independent Committee by the termination affirmative vote of this Agreement a majority of the members of such Company Independent Committee (such vote, in accordance with its termseither case, an “Independent Approval”).