Common use of Voting Obligations Clause in Contracts

Voting Obligations. Subject to the satisfaction (or waiver in writing by the applicable Stockholders) of each of the conditions set forth in Section 2.2, and, so long as no default has occurred and is continuing under any of the Repos, each Stockholder shall: (a) instruct (and use reasonable efforts to employ any rights it has under the Repos to cause) the holders of record of any applicable Subject Shares on any applicable record date (the "Record Holder") to appear, in person or by proxy, so that all the applicable Subject Shares are counted for the purpose of obtaining a quorum at a meeting of shareholders of the Company (currently contemplated to be the Company's annual meeting of shareholders for the year 2002), and at any adjournment or adjournments thereof, at which (i) a proposal to approve and adopt the Amendment to Restated Certificate of Incorporation of the Company attached hereto as Attachment 1 (the "Charter Amendments"), (ii) a proposal to approve (t) the issuance of the Initial Notes under the Note Purchase Agreement, (u) the issuance of PIK Notes or Applicable Shares as interest on the Notes in accordance with the terms of the Notes, (v) the issuance of any shares of capital stock of the Company pursuant to the conversion of the Notes or the conversion or redemption of the Applicable Shares in accordance their respective terms, (w) the issuance of Class A Common Stock pursuant to the conversion of Class B Common Stock in accordance with its terms (x) the issuance of capital stock of the Company as dividends on the Series F Preferred Stock and the Series B Preferred Stock in accordance with the terms of such securities, (y) the adjustment of the conversion price of the Notes pursuant to the anti-dilution provisions of the Notes, in the case of each of clauses (t) through (y), in accordance with the terms contemplated by the Note Purchase Agreement and the Notes, and (z) any other term or provision of the Note Purchase Agreement, Notes, Charter Amendments, Certificate of Designation that would require shareholder approval under Rule 4350 of the Marketplace Rules of the Nasdaq Stock Market to be effective and (iii) the filing of a Certificate of Elimination in respect of the Series F Preferred Stock after the filing of the Charter Amendments (the matters described in the foregoing clauses, (i) through (iii), the "Covered Matters") and (b) instruct (and use reasonable efforts to employ any rights it has under the Repos to cause) the Record Holder to vote, in person or by proxy, all of such Stockholder's Subject Shares in favor of each of the Covered Matters (it being understood by the parties hereto that, in accordance with the terms of the Repos, the Stockholders will require at least eight (8) Business Days' notice to the vote on any Covered Matter in order to so instruct the Record Holders of the Shares with respect to any action, document, meeting or vote contemplated by clauses (a) and (b) of this Section 2.1). In the event that any Subject Shares of any Stockholder are not subject to a Repo, subject to the satisfaction (or waiver in writing by such Stockholder) of each of the conditions set forth in Section 2.2, such Stockholder agrees to appear, in person or by proxy, with and vote such Subject Shares as provided above.

Voting Obligations. Subject to the satisfaction (or waiver in writing by the applicable Stockholderswriting) of each of the conditions set forth in Section 2.2, and, so long as no default has occurred and is continuing under any of the Repos, each Stockholder shall: (a) instruct (and use reasonable efforts to employ appear, in person or by proxy, or cause any rights it has under the Repos to cause) the holders other holder of record of any applicable Subject Shares owned beneficially by such Stockholder on any applicable record date (the "Record Holder") to appear, in person or by proxy, so that all the applicable Subject Shares are counted for the purpose of obtaining a quorum at a meeting of shareholders stockholders of the Company (currently contemplated to be the Company's annual meeting of shareholders stockholders for the year 2002), and at any adjournment or adjournments thereof, at which (i) a proposal to approve and adopt the Amendment to Restated Certificate of Incorporation of the Company attached hereto as Attachment 1 (the "Charter Amendments"), (ii) a proposal to approve (t) the issuance of the Initial Notes under the Note Purchase Agreement, (u) the issuance of PIK Notes or Applicable Shares as interest on the Notes in accordance with the terms of the Notes, (v) the issuance of any shares of capital stock of the Company pursuant to the conversion of the Notes or the conversion or redemption of the Applicable Shares in accordance their respective terms, (w) the issuance of Class A Common Stock pursuant to the conversion of Class B Common Stock in accordance with its terms (x) the issuance of capital stock of the Company as dividends on the Series F Preferred Stock and the Series B Preferred Stock in accordance with the terms of such securities, (y) the adjustment of the conversion price of the Notes pursuant to the anti-dilution provisions of the Notes, in the case of each of clauses (t) through (y), in accordance with the terms contemplated by the Note Purchase Agreement and the Notes, and (z) any other term or provision of the Note Purchase Agreement, Notes, Charter Amendments, Certificate of Designation that would require shareholder approval under Rule 4350 of the Marketplace Rules of the Nasdaq Stock Market to be effective and (iii) the filing of a Certificate of Elimination in respect of the Series F Preferred Stock after the filing of the Charter Amendments and (iv) any proposal which is necessary under any foreign, federal, state or local statute or any rule or regulation of any Governmental Authority or national securities exchange to carry into effect the purpose and intent of the Note Purchase Agreement (the matters described in the foregoing clauses, (i) through (iiiiv), the "Covered Matters") and (b) instruct (and use reasonable efforts to employ any rights it has under the Repos to cause) vote, or cause the Record Holder to vote, in person or by proxy, all of such Stockholder's Subject Shares in favor of each of the Covered Matters (it being understood by Matters. Each Stockholder shall also vote against, and cause the parties hereto thatRecord Holder to vote against, and refrain, and cause the Record Holder to refrain, from executing and delivering written consents in accordance favor of, any proposal which is contrary to or inconsistent with the terms of the Repos, the Stockholders will require at least eight (8) Business Days' notice to the vote on any Covered Matter in order to so instruct the Record Holders of the Shares with respect to any action, document, meeting or vote contemplated by clauses (a) and (b) of this Section 2.1). In the event that any Subject Shares of any Stockholder are not subject to a Repo, subject to the satisfaction (or waiver in writing by such Stockholder) of each of the conditions set forth in Section 2.2, such Stockholder agrees to appear, in person or by proxy, with and vote such Subject Shares as provided aboveMatter.

Voting Obligations. Subject The Sponsor, by this Agreement, with respect to the satisfaction Sponsor SPAC Shares (together with any other equity securities of SPAC that Sponsor acquires record or beneficial ownership of after the date hereof and prior to the Closing, other than the shares of Ithax Common Stock acquired by the Sponsor pursuant to the Private Placements, collectively, the “Subject SPAC Equity Securities”), hereby agrees during the term of this Agreement (i) to vote (or waiver cause to be voted) or execute and deliver a written consent (or cause a written consent to be executed and delivered), at any meeting of shareholders of SPAC, including the Ithax Shareholders’ Meeting, however called, or any adjournment thereof, and in writing any action by the applicable Stockholders) of each written consent of the conditions set forth shareholders of SPAC, or in Section 2.2any other circumstance in which the vote, and, so long as no default has occurred and is continuing under any consent or other approval of the Repos, each Stockholder shall: (a) instruct shareholders of SPAC is sought (and use reasonable efforts to employ appear at any rights it has under the Repos to cause) the holders of record of any applicable Subject Shares on any applicable record date (the "Record Holder") to appearsuch meeting, in person or by proxy, so that or otherwise cause all the applicable of such holder’s Subject Shares are SPAC Equity Securities to be counted as present thereat for the purpose purposes of obtaining establishing a quorum at a meeting of shareholders quorum), all of the Company Subject SPAC Equity Securities held by the Sponsor at such time (currently contemplated to be the Company's annual meeting of shareholders for the year 2002), and at any adjournment or adjournments thereof, at which (ia) a proposal to approve and adopt the Amendment to Restated Certificate of Incorporation in favor of the Company attached hereto as Attachment 1 approval and adoption of the BCA and the approval of the Transactions and the other Ithax Proposals and (b) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SPAC, Merger Sub I or Merger Sub II under the "Charter Amendments")BCA or that would reasonably be expected to result in the failure of the Transactions from being consummated, (ii) a proposal not to approve (t) the issuance redeem, elect to redeem or tender or submit any of the Initial Notes under the Note Purchase Agreement, (u) the issuance of PIK Notes or Applicable Shares as interest on the Notes its Subject SPAC Equity Securities for redemption in accordance connection with the terms BCA or the Transactions (iii) not to commit or agree to take any action inconsistent with the foregoing and (iv) to comply with and fully perform all of its obligations, covenants, and agreements set forth in that certain Letter Agreement dated as of January 27, 2021, by and among SPAC, its officers, its directors, and Sponsor (the Notes“Voting Letter Agreement”), (v) not to modify or amend any agreement, contract or arrangement between or among Sponsor and any Affiliate of such Sponsor (other than SPAC or any of its Subsidiaries), on the issuance one hand, and SPAC or any of any shares of capital stock of SPAC’s Subsidiaries, on the Company pursuant other hand, related to the conversion Transactions, including, for the avoidance of doubt, the Notes or the conversion or redemption of the Applicable Shares in accordance their respective terms, (w) the issuance of Class A Common Stock pursuant to the conversion of Class B Common Stock in accordance with its terms (x) the issuance of capital stock of the Company as dividends on the Series F Preferred Stock and the Series B Preferred Stock in accordance with the terms of such securities, (y) the adjustment of the conversion price of the Notes pursuant to the anti-dilution provisions of the Notes, in the case of each of clauses (t) through (y), in accordance with the terms contemplated by the Note Purchase Agreement and the NotesVoting Letter Agreement, and (zvi) any other term or provision of the Note Purchase Agreement, Notes, Charter Amendments, Certificate of Designation that would require shareholder approval under Rule 4350 of the Marketplace Rules of the Nasdaq Stock Market to be effective and (iii) the filing of a Certificate of Elimination in respect of the Series F Preferred Stock after the filing of the Charter Amendments (the matters described in the foregoing clauses, (i) through (iii), the "Covered Matters") and (b) instruct (and use reasonable efforts to employ any rights it has under the Repos to cause) the Record Holder to vote, in person or by proxy, all of such Stockholder's Subject Shares in favor of each of the Covered Matters (it being understood by the parties hereto that, in accordance comply with the terms of the Repos, the Stockholders will require at least eight (8) Business Days' notice to the vote on any Covered Matter in order to so instruct the Record Holders of the Shares with respect to any action, document, meeting or vote contemplated by clauses (a) and (b) of this Section 2.1). In the event that any Subject Shares of any Stockholder are not subject to a Repo, subject to the satisfaction (or waiver in writing by such Stockholder) of each of the conditions transfer restrictions set forth in Section 2.2, such Stockholder agrees the Voting Letter Agreement irrespective of any release or waiver thereof. The Sponsor acknowledges receipt and review of a copy of the BCA and this Agreement and has had the opportunity to appear, in person or by proxy, consult with its tax and vote such Subject Shares as provided abovelegal advisors.

Voting Obligations. Subject to During the satisfaction period commencing on the date hereof and ending on the earlier of: (or waiver in writing by x) the applicable Stockholders) of each termination of the conditions set forth in Section 2.2Collaboration Agreement, and, so long as no default has occurred and is continuing under any (y) the expiration of the Repos, each Stockholder shall: Initial Research Program Term and (a) instruct (and use reasonable efforts to employ any rights it has under the Repos to causez) the holders of record of any applicable Subject Shares date on any applicable record date (the "Record Holder") to appear, in person or by proxy, so that all the applicable Subject Shares are counted for the purpose of obtaining a quorum at a meeting of shareholders which Merck’s Beneficial Ownership of the Company (currently contemplated to be the Company's annual meeting of shareholders for the year 2002), and at any adjournment or adjournments thereof, at which (i) a proposal to approve and adopt the Amendment to Restated Certificate of Incorporation falls below 5% of the Company attached hereto as Attachment 1 (the "Charter Amendments"), (ii) a proposal to approve (t) the issuance of the Initial Notes under the Note Purchase Agreement, (u) the issuance of PIK Notes or Applicable Shares as interest on the Notes in accordance with the terms of the Notes, (v) the issuance of any shares of then outstanding capital stock of the Company on a fully diluted, as-converted basis (the “Proxy Period”), Merck hereby constitutes and appoints as its proxy and hereby grants a power of attorney to the Chairman of the Board (or, if there is at such time no Chairman of the Board, such other member of the Board as is authorized and delegated by the Board), with full power of substitution with respect to the voting of all matters, to represent and vote all shares of any securities of the Company for which Merck has Beneficial Ownership, in favor of any action recommended by and approved by the majority of the Board. Each of the proxy and power of attorney granted pursuant to the conversion immediately preceding sentence is given in consideration of the Notes or the conversion or redemption agreements and covenants of the Applicable Shares in accordance their respective terms, (w) the issuance of Class A Common Stock pursuant to the conversion of Class B Common Stock in accordance with its terms (x) the issuance of capital stock of Merck and the Company as dividends on the Series F Preferred Stock and the Series B Preferred Stock in accordance connection with the terms of such securities, (y) the adjustment of the conversion price of the Notes pursuant to the anti-dilution provisions of the Notes, in the case of each of clauses (t) through (y), in accordance with the terms transactions contemplated by the Note Purchase Agreement and Collaboration Agreement, and, as such, each is coupled with an interest and shall be irrevocable unless and until the Notesend of the Proxy Period. Each party shall not hereafter, unless and (z) until the end of the Proxy Period, purport to grant any other term proxy or provision power of the Note Purchase Agreement, Notes, Charter Amendments, Certificate of Designation that would require shareholder approval under Rule 4350 of the Marketplace Rules of the Nasdaq Stock Market to be effective and (iii) the filing of a Certificate of Elimination in respect of the Series F Preferred Stock after the filing of the Charter Amendments (the matters described in the foregoing clauses, (i) through (iii), the "Covered Matters") and (b) instruct (and use reasonable efforts to employ any rights it has under the Repos to cause) the Record Holder to vote, in person or by proxy, all of such Stockholder's Subject Shares in favor of each of the Covered Matters (it being understood by the parties hereto that, in accordance with the terms of the Repos, the Stockholders will require at least eight (8) Business Days' notice to the vote on any Covered Matter in order to so instruct the Record Holders of the Shares attorney with respect to any actionof Merck’s shares of the Company, documentdeposit any of such shares into a voting trust or enter into any agreement, meeting arrangement or vote contemplated by clauses (a) and (b) of this Section 2.1). In understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the event that any Subject Shares voting of any Stockholder are of Merck’s shares of the Company, in each case, with respect to any of the matters set forth herein; provided, however, that the foregoing proxy and power of attorney shall not subject to a Repo, subject be provided with respect to the satisfaction (or waiver in writing by such Stockholder) voting of each any securities of the conditions set forth Company: (i) in Section 2.2, such Stockholder agrees to appear, connection with the approval of a Change in person Control or by proxy, with and vote such Subject Shares as provided aboveliquidation or dissolution of the Company; or (ii) in contravention of any applicable law.