Common use of Voting of Subject Shares Clause in Contracts

Voting of Subject Shares. Until the termination of this Agreement in accordance with Section 4.01, each Stockholder agrees as follows: (a) At any meeting (whether annual or special, and whether or not a reconvened or adjourned meeting) of stockholders of Xxxxxxx-Xxxxxx, however called, to vote upon the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction contemplated by the Investment Agreement, or in any other circumstances in which a vote or other approval with respect to the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction contemplated thereby is sought, each Stockholder shall vote all of its Subject Shares in favor of the Xxxxxxx-Xxxxxx Transaction Approval and any other transaction contemplated by the Investment Agreement, as applicable, and shall vote all of its Subject Shares in favor of any other actions presented to stockholders of Xxxxxxx-Xxxxxx that are necessary or desirable in furtherance of the Xxxxxxx-Xxxxxx Transaction Approval or any other transactions contemplated by the Investment Agreement. The agreements set forth in the immediately preceding sentence shall equally apply if such approvals are sought by the solicitation of written consents. (b) At any meeting of stockholders of Xxxxxxx-Xxxxxx (including a reconvened or adjourned meeting) or in any other circumstances in which the Stockholders’ vote, consent or other approval is sought, each Stockholder shall vote all of its Subject Shares against (i) any Xxxxxxx-Xxxxxx Acquisition Proposal; or (ii) any amendment of Xxxxxxx-Xxxxxx’x certificate of incorporation or bylaws that is prohibited by the Investment Agreement or any other proposal, action or transaction involving Xxxxxxx-Xxxxxx or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Investment Agreement, the Xxxxxxx-Xxxxxx Transaction Approval, the other Transactions contemplated by the Investment Agreement or change in any manner the voting rights of any class of Xxxxxxx-Xxxxxx capital stock. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) Notwithstanding anything to the contrary contained herein, if (i) the Board of Directors of Xxxxxxx-Xxxxxx shall not have made the Xxxxxxx-Xxxxxx Recommendation or (ii) the Board of Directors of Xxxxxxx-Xxxxxx or a committee thereof shall have made a Change in the Xxxxxxx-Xxxxxx Recommendation (or resolved or publicly proposed to take any such action described in clause (i) or (ii) of this paragraph), the obligations of the Stockholders under Sections 1.01(a) and (b) shall be suspended until such time, if any, as the Board of Directors of Xxxxxxx-Xxxxxx makes the Xxxxxxx-Xxxxxx Recommendation or reinstates the Xxxxxxx-Xxxxxx Recommendation, as the case may be, and, while such obligations are suspended, the Stockholders are not bound by such obligations and may take actions that are inconsistent therewith.

Voting of Subject Shares. Until the termination of this Agreement in accordance with Section 4.01, each Stockholder agrees as follows: (a) At any meeting (whether annual or special, and whether or not a reconvened or adjourned meeting) of stockholders of Xxxxxxx-Xxxxxx, however called, to vote upon the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction contemplated by the Investment Merger Agreement, or in any other circumstances in which a vote or other approval with respect to the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction contemplated thereby is sought, each Stockholder shall vote all of its Subject Shares in favor of the Xxxxxxx-Xxxxxx Transaction Approval and any other transaction contemplated by the Investment Merger Agreement, as applicable, and shall vote all of its Subject Shares in favor of any other actions presented to stockholders of Xxxxxxx-Xxxxxx that are necessary or desirable in furtherance of the Xxxxxxx-Xxxxxx Transaction Approval or any other transactions contemplated by the Investment Merger Agreement. The agreements set forth in the immediately preceding sentence shall equally apply if such approvals are sought by the solicitation of written consents. (b) At any meeting of stockholders of Xxxxxxx-Xxxxxx (including a reconvened or adjourned meeting) or in any other circumstances in which the Stockholders’ vote, consent or other approval is sought, each Stockholder shall vote all of its Subject Shares against (i) any Xxxxxxx-Xxxxxx Acquisition Proposal; or (ii) any amendment of Xxxxxxx-Xxxxxx’x certificate of incorporation or bylaws that is prohibited by the Investment Merger Agreement or any other proposal, action or transaction involving Xxxxxxx-Xxxxxx or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Investment Merger Agreement, the Xxxxxxx-Xxxxxx Transaction Approval, the Merger or any of the other Transactions transactions contemplated by the Investment Merger Agreement or change in any manner the voting rights of any class of Xxxxxxx-Xxxxxx capital stock. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) Notwithstanding anything to the contrary contained herein, if (i) the Board of Directors of Xxxxxxx-Xxxxxx shall not have made the Xxxxxxx-Xxxxxx Recommendation or (ii) the Board of Directors of Xxxxxxx-Xxxxxx or a committee thereof shall have made a Change in the Xxxxxxx-Xxxxxx Recommendation (or resolved or publicly proposed to take any such action described in clause (i) or (ii) of this paragraph), the obligations of the Stockholders under Sections 1.01(a) and (b) shall be suspended until such time, if any, as the Board of Directors of Xxxxxxx-Xxxxxx makes the Xxxxxxx-Xxxxxx Recommendation or reinstates the Xxxxxxx-Xxxxxx Recommendation, as the case may be, and, while such obligations are suspended, the Stockholders are not bound by such obligations and may take actions that are inconsistent therewith.

Voting of Subject Shares. Until Section 1.1 Agreement to Vote. From the date hereof until the termination of this Agreement in accordance with Section 4.015.1, each Stockholder agrees as follows: (a) At except to the extent waived in writing by Parent, at any meeting (whether annual or special, and whether or not a reconvened or adjourned meeting) of the stockholders of Xxxxxxx-Xxxxxxthe Company, however called, to vote upon or at any adjournment thereof, or in connection with any written consent of the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction contemplated by stockholders of the Investment Agreement, Company or in any other circumstances in upon which a vote vote, consent or other approval with respect to of all or some of the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction contemplated thereby stockholders of the Company is sought, each Stockholder shall vote (or cause to be voted) all of its Subject Shares (a) in favor of (i) adoption of the Xxxxxxx-Xxxxxx Transaction Approval and any other transaction contemplated by the Investment Merger Agreement, as applicable, and shall vote all of its Subject Shares in favor of any other actions presented to stockholders of Xxxxxxx-Xxxxxx that are necessary or desirable in furtherance (ii) approval of the Xxxxxxx-Xxxxxx Transaction Approval or any Merger and (iii) approval of the other transactions contemplated by the Investment Agreement. The agreements set forth in the immediately preceding sentence shall equally apply if such approvals are sought by the solicitation of written consents. Merger Agreement and (b) At any meeting of stockholders of Xxxxxxx-Xxxxxx (including a reconvened or adjourned meeting) or in any other circumstances in which the Stockholders’ vote, consent or other approval is sought, each Stockholder shall vote all of its Subject Shares against (i) any Xxxxxxx-Xxxxxx Acquisition Proposal; or Takeover Proposal other than as contemplated by the Merger Agreement and (ii) any amendment of Xxxxxxx-Xxxxxx’x certificate of incorporation other transaction or bylaws that is prohibited by proposal involving the Investment Agreement or any other proposal, action or transaction involving Xxxxxxx-Xxxxxx Company or any of its SubsidiariesSubsidiaries that would prevent, which amendment nullify, materially interfere with or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify delay the Investment Merger Agreement, the Xxxxxxx-Xxxxxx Transaction Approval, Merger and the other Transactions transactions contemplated by the Investment Agreement or change in any manner the voting rights of any class of Xxxxxxx-Xxxxxx capital stockMerger Agreement. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. Section 1.2 IRREVOCABLE PROXY. SOLELY FOR THE PURPOSE OF VOTING IN ACCORDANCE WITH SECTION 1.1 OF THIS AGREEMENT, EACH STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS XXXXXXX XXXXXX AND XXXX X'XXXX, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PARENT, AND EACH OF THEM INDIVIDUALLY, THE STOCKHOLDER'S PROXY AND ATTORNEY-IN-FACT (c) Notwithstanding anything to the contrary contained herein, if (i) the Board of Directors of Xxxxxxx-Xxxxxx shall not have made the Xxxxxxx-Xxxxxx Recommendation or (ii) the Board of Directors of Xxxxxxx-Xxxxxx or a committee thereof shall have made a Change in the Xxxxxxx-Xxxxxx Recommendation (or resolved or publicly proposed to take any such action described in clause (i) or (ii) of this paragraphWITH FULL POWER OF SUBSTITUTION), the obligations of the Stockholders under Sections 1.01(aFOR AND IN THE NAME, PLACE AND STEAD OF THE STOCKHOLDER, TO REPRESENT AND VOTE (BY VOTING AT ANY MEETING OF THE STOCKHOLDERS OF THE COMPANY OR BY WRITTEN CONSENT IN LIEU THEREOF) and WITH RESPECT TO THE SUBJECT SHARES OWNED OR HELD BY SUCH STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 1.1 (bIF, BUT ONLY IF, SUCH STOCKHOLDER FAILS TO VOTE AS SET FORTH IN SECTION 1.1) shall be suspended until such timeUNTIL THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 5.1, if anyTO THE SAME EXTENT AND WITH THE SAME EFFECT AS THE STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, as the Board of Directors of Xxxxxxx-Xxxxxx makes the Xxxxxxx-Xxxxxx Recommendation or reinstates the Xxxxxxx-Xxxxxx Recommendation, as the case may be, and, while such obligations are suspended, the Stockholders are not bound by such obligations and may take actions that are inconsistent therewithRULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 1.2 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. EACH STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. EACH STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE SUBJECT SHARES OWNED OR HELD BY SUCH STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 1.1.

Voting of Subject Shares. Until From and after the termination date hereof, at every meeting of this Agreement in accordance with Section 4.01, each Stockholder agrees as follows: the holders of Parent Shares (a) At any meeting (whether annual or special, and whether or not a reconvened or adjourned meeting) of stockholders of Xxxxxxx-Xxxxxxthe “Parent Stockholders”), however called, and at every adjournment or postponement thereof (or pursuant to a written consent if the Parent Stockholders act by written consent in lieu of a meeting), Stockholder shall, or shall cause the holder of record on any applicable record date to, be present (in person or by proxy) and to vote upon or cause to be voted the Xxxxxxx-Xxxxxx Transaction Approval or any Subject Shares (a) in favor of adopting the Merger Agreement and approving the Merger, the other transaction Contemplated Transactions, the Parent Stockholder Matters and the other actions contemplated by the Investment Merger Agreement, including the issuance of Parent Common Stock pursuant to the Merger Agreement, (b) against approval of any proposal or agreement that would reasonably be expected to result in the conditions set forth in Sections 6 or 8 of the Merger Agreement not to be satisfied on or before the End Date, (c) against approval of any proposal made in opposition to, or in any other circumstances in which a vote competition with, the Merger Agreement or other approval with respect to the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction contemplated thereby is sought, each Stockholder shall vote all of its Subject Shares in favor consummation of the Xxxxxxx-Xxxxxx Transaction Approval and any other transaction contemplated by the Investment Agreement, as applicableMerger, and shall vote all of its Subject Shares in favor of any (d) against the following actions (other actions presented to stockholders of Xxxxxxx-Xxxxxx that are necessary or desirable in furtherance of than the Xxxxxxx-Xxxxxx Transaction Approval or any Merger and the other transactions contemplated by the Investment Agreement. The agreements set forth in the immediately preceding sentence shall equally apply if such approvals are sought by the solicitation of written consents. (b) At any meeting of stockholders of Xxxxxxx-Xxxxxx (including a reconvened or adjourned meeting) or in any other circumstances in which the Stockholders’ vote, consent or other approval is sought, each Stockholder shall vote all of its Subject Shares against Contemplated Transactions): (i) any Xxxxxxx-Xxxxxx Acquisition Proposal; or (ii) any amendment of Xxxxxxx-Xxxxxx’x to Parent’s certificate of incorporation or bylaws that is prohibited bylaws, other than as set forth in the Parent Stockholder Matters; (iii) any material change in the capitalization of Parent or Parent’s corporate structure; (iv) any sale, lease, license or transfer of a material amount of assets of Parent or any reorganization, recapitalization or liquidation of Parent; (v) any change in a majority of the Parent Board, other than changes contemplated by the Investment Agreement or Merger Agreement; and (vi) any other proposalaction which would be reasonably likely to impede, action interfere with, delay, prevent or transaction involving Xxxxxxx-Xxxxxx adversely affect the Merger or any of its Subsidiariesthe Contemplated Transactions or this Agreement. Except as provided under this Section 1.1 and under Section 1.2 below, which amendment Stockholder shall retain at all times the right to vote the Subject Shares in Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in this Section 1.1 that are at any time or other proposal, action or transaction would reasonably be expected from time to in any manner impede, frustrate, prevent or nullify the Investment Agreement, the Xxxxxxx-Xxxxxx Transaction Approval, the other Transactions contemplated by the Investment Agreement or change in any manner the voting rights of any class of Xxxxxxx-Xxxxxx capital stock. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) Notwithstanding anything time presented for consideration to the contrary contained herein, if (i) the Board of Directors of Xxxxxxx-Xxxxxx shall not have made the Xxxxxxx-Xxxxxx Recommendation or (ii) the Board of Directors of Xxxxxxx-Xxxxxx or a committee thereof shall have made a Change in the Xxxxxxx-Xxxxxx Recommendation (or resolved or publicly proposed to take any such action described in clause (i) or (ii) of this paragraph), the obligations of the Stockholders under Sections 1.01(a) and (b) shall be suspended until such time, if any, as the Board of Directors of Xxxxxxx-Xxxxxx makes the Xxxxxxx-Xxxxxx Recommendation or reinstates the Xxxxxxx-Xxxxxx Recommendation, as the case may be, and, while such obligations are suspended, the Stockholders are not bound by such obligations and may take actions that are inconsistent therewithParent Stockholders.

Voting of Subject Shares. Until Each Supporting Holder holding Subject Shares hereby irrevocably and unconditionally agrees that, as promptly as practicable and in any event not later than five (5) Business Days after the termination of this Agreement in accordance with Section 4.01, each Stockholder agrees as follows: (a) At any meeting (whether annual or special, and whether or not a reconvened or adjourned meeting) of stockholders of Xxxxxxx-Xxxxxx, however called, to vote upon the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction contemplated Form S-4 is declared effective by the Investment AgreementSEC, or the Supporting Holders shall deliver to Parent and the Company a written consent in any other circumstances in which a vote or other approval with respect to the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction contemplated thereby is sought, each Stockholder shall vote form attached hereto as Exhibit A (the “Written Consent”) voting all of its the Subject Shares in favor of the Xxxxxxx-Xxxxxx Transaction Approval adoption of the Merger Agreement and any other transaction the approval of the transactions contemplated by the Investment Merger Agreement (including the Merger and the Company Preferred Stock Conversion). The Supporting Holders covenant and agree that, prior to the termination of this Agreement, as applicablethe Supporting Holders will at any meeting of the stockholders of the Company (and at any adjournment or postponement thereof), however called, and shall vote all in any written actions by consent of its the stockholders of the Company (whenever presented), cause the Subject Shares to be voted (including via proxy) (a) in favor of the Merger and the transactions contemplated by the Merger Agreement (including the Company Preferred Stock Conversion), including (i) with respect to the approval of the Merger and Merger Agreement, the affirmative vote of (A) the Supporting Holders holding Company Common Stock and Company Preferred Stock (on an as converted to Company Common Stock basis) voting as a single class, (B) the Supporting Holders holding Series B Preferred Stock and Series B-1 Preferred Stock (in each case, on an as converted to Company Common Stock basis) voting as a single class (the “Series B Class”) and (C) the Supporting Holders holding Series C Preferred Stock and Series C-1 Preferred Stock (in each case, on an as converted to Company Common Stock basis) voting as a single class (the “Series C Class”), and (ii) with respect to the approval of the Company Preferred Stock Conversion, the affirmative vote of (1) the Series B Class and (2) the Series C Class, and any action in furtherance of any of the foregoing, (b) in favor of any other actions presented proposal to stockholders of Xxxxxxx-Xxxxxx that are necessary or desirable in furtherance adjourn a meeting of the Xxxxxxx-Xxxxxx Transaction Approval stockholders at which there is a proposal to adopt the Merger Agreement if there are not sufficient votes to adopt the proposals described in clause (a) above or if there are not sufficient shares of Company Common Stock and Company Preferred Stock present in person or represented by proxy to constitute a quorum, (c) against any other transactions contemplated by proposal, offer, or submission with respect to a competing transaction described in Section 4.3 (Exclusivity) of the Investment Agreement. The agreements set forth in the immediately preceding sentence shall equally apply if such approvals are sought by the solicitation of written consents. Merger Agreement (b) At any meeting of stockholders of Xxxxxxx-Xxxxxx (including a reconvened or adjourned meeting“Company Competing Transaction”) or the adoption of any agreement to enter into a Company Competing Transaction, (d) except with respect to any Adverse Amendment, in any other circumstances in upon which the Stockholders’ vote, a consent or other approval is soughtrequired under the Company Charter or otherwise sought with respect to the Merger Agreement (including the Merger and the Company Preferred Stock Conversion), each Stockholder shall vote to vote, consent or approve (or cause to be voted, consented or approved) all of its such Support Holder’s Subject Shares held at such time in favor thereof, (e) against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (iother than the Merger Agreement), and (f) against any Xxxxxxx-Xxxxxx Acquisition Proposal; or (ii) any amendment of Xxxxxxx-Xxxxxx’x certificate of incorporation or bylaws that is prohibited by the Investment Agreement or any other proposal, action or transaction involving Xxxxxxx-Xxxxxx or any of its Subsidiaries, which amendment or other proposal, action or transaction agreement that would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Investment any provision of this Agreement, the Xxxxxxx-Xxxxxx Transaction ApprovalMerger Agreement, the other Transactions contemplated by Merger or the Investment Agreement or change in any manner the voting rights of any class of Xxxxxxx-Xxxxxx capital stock. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingCompany Preferred Stock Conversion. (c) Notwithstanding anything to the contrary contained herein, if (i) the Board of Directors of Xxxxxxx-Xxxxxx shall not have made the Xxxxxxx-Xxxxxx Recommendation or (ii) the Board of Directors of Xxxxxxx-Xxxxxx or a committee thereof shall have made a Change in the Xxxxxxx-Xxxxxx Recommendation (or resolved or publicly proposed to take any such action described in clause (i) or (ii) of this paragraph), the obligations of the Stockholders under Sections 1.01(a) and (b) shall be suspended until such time, if any, as the Board of Directors of Xxxxxxx-Xxxxxx makes the Xxxxxxx-Xxxxxx Recommendation or reinstates the Xxxxxxx-Xxxxxx Recommendation, as the case may be, and, while such obligations are suspended, the Stockholders are not bound by such obligations and may take actions that are inconsistent therewith.

Voting of Subject Shares. Until Subject to the termination remaining terms of this Agreement in accordance with Section 4.011.1, each Stockholder agrees as follows: at every meeting of the holders of Carnivale Common Stock (a) At any meeting (whether annual or special, and whether or not a reconvened or adjourned meeting) of stockholders of Xxxxxxx-Xxxxxxthe “Carnivale Stockholders”), however called, and at every adjournment or postponement thereof (or pursuant to a written consent if the Carnivale Stockholders act by written consent in lieu of a meeting), such Equityholder shall, or shall cause the holder of record on any applicable record date to, be present (in person or by proxy) and to vote upon the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction contemplated by the Investment Agreement, or in any other circumstances in which a vote or other approval with respect to the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction contemplated thereby is sought, each Stockholder shall vote all of its such Equityholder’s Subject Shares (a) in favor of the Xxxxxxx-Xxxxxx Transaction Approval approval of (i) the Share Purchase Agreement, (ii) the issuance of Carnivale Common Stock pursuant to the Share Purchase Agreement, (iii) an amendment to the Carnivale Certificate of Incorporation to authorize the Carnivale Board to effect a reverse split of all outstanding shares of Carnivale Common Stock whereby each outstanding share of Carnivale Common Stock would be combined, converted and changed into 1/4, 1/5, 1/6, 1/7, 1/8, 1/9 or 1/10 share of Carnivale Common Stock, (iv) if proposed in the Proxy Statement, the adoption of an amendment to the Carnivale Certificate of Incorporation to increase the authorized number of shares of Carnivale Common Stock, (v) if proposed in the Proxy Statement, the adoption of an amendment to the Carnivale 2015 Equity Plan to increase the number of shares of Carnivale Common Stock authorized for issuance thereunder, (vi) any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Share Purchase Agreement and the issuance of Carnivale Common Stock pursuant to the Share Purchase Agreement on the date on which such meeting is held, and (vii) any other transaction contemplated by proposal included in the Investment AgreementProxy Statement in connection with, as applicableor related to, and shall the consummation of the Share Purchase that the Board of Directors of Carnivale has recommended that the stockholders of Carnivale vote all of its Subject Shares in favor of any other actions presented to stockholders of Xxxxxxx-Xxxxxx that are necessary or desirable in furtherance of the Xxxxxxx-Xxxxxx Transaction Approval or any other transactions contemplated by the Investment Agreement. The agreements set forth in the immediately preceding sentence shall equally apply if such approvals are sought by the solicitation of written consents. of; and (b) At against any meeting of stockholders of Xxxxxxx-Xxxxxx (including a reconvened or adjourned meeting) or in any other circumstances in which the Stockholders’ vote, consent or other approval is sought, each Stockholder shall vote all of its Subject Shares against (i) any Xxxxxxx-Xxxxxx Acquisition Proposal; or (ii) any amendment of Xxxxxxx-Xxxxxx’x certificate of incorporation or bylaws that is prohibited by the Investment Agreement or any other proposal, action or transaction involving Xxxxxxx-Xxxxxx or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected Proposal with respect to in any manner impede, frustrate, prevent or nullify the Investment Agreement, the Xxxxxxx-Xxxxxx Transaction Approval, the other Transactions contemplated by the Investment Agreement or change in any manner the voting rights of any class of Xxxxxxx-Xxxxxx capital stockCarnivale. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) Notwithstanding anything to the contrary contained hereinin this Agreement, if (i) the Board of Directors of Xxxxxxx-Xxxxxx shall not have made the Xxxxxxx-Xxxxxx Recommendation or (ii) the Board of Directors of Xxxxxxx-Xxxxxx or a committee thereof shall have made a Change in the Xxxxxxx-Xxxxxx event that the Carnivale Board withholds, amends, withdraws or modifies the Carnivale Board Recommendation (or resolved or publicly proposed to take any such action described in clause (i) or (ii) of this paragraph), compliance with the obligations terms of the Stockholders under Sections 1.01(a) and (b) shall be suspended until such timeShare Purchase Agreement, if any, as the Board of Directors of Xxxxxxx-Xxxxxx makes the Xxxxxxx-Xxxxxx Recommendation or reinstates the Xxxxxxx-Xxxxxx Recommendation, as the case may be, and, while such obligations are suspended, the Stockholders are not bound by such obligations and may take actions solely in connection with a vote that are inconsistent therewith.is subject to Section 1.1:

Voting of Subject Shares. Until At the termination Stockholders Meeting and any other meeting of this Agreement in accordance with Section 4.01, each Stockholder agrees as follows: (a) At any meeting (whether annual or special, and whether or not a reconvened or adjourned meeting) of the stockholders of Xxxxxxx-Xxxxxxthe Company called to adopt of the Merger Agreement by the Required Company Vote or in any other circumstances upon which a vote, however calledconsent or other approval (including by written consent) with respect to the Merger Agreement, to vote upon the Xxxxxxx-Xxxxxx Transaction Approval Merger or any other transaction contemplated by the Investment AgreementMerger Agreement is sought, and at every adjournment or postponement thereof, such Stockholder shall, or shall cause the holder of record on any applicable record date to, appear or otherwise cause such Stockholder’s Subject Shares and Company Restricted Shares, without duplicate counting as Subject Shares once vested, to be counted as present for purposes of establishing a quorum at any such meeting of the Company Stockholders and vote such Stockholder’s Subject Shares and Company Restricted Shares, without duplicate counting as Subject Shares once vested (the “Vote Shares”), (i) in favor of (A) the adoption and approval of the Merger Agreement and the transactions contemplated thereunder, and (B) approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption and approval of the Merger Agreement and the transactions contemplated thereby on the date on which such meeting is held, (ii) against (A) any action or agreement which would in any material respect impede, interfere with or prevent the Merger, including, but not limited to, any other circumstances in which extraordinary corporate transaction, including, a vote merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other approval with respect to the Xxxxxxx-Xxxxxx Transaction Approval than Parent or its Affiliates), or any other transaction contemplated thereby is sought, each Stockholder shall vote proposal of any Person (other than Parent or its Affiliates) to acquire the Company or all or substantially all of its Subject Shares the assets thereof, (B) any Acquisition Proposal or (C) any action, proposal, transaction or agreement that would reasonably be expected to result in favor the failure of any conditions contained in Sections 7.1 and 7.2 of the Xxxxxxx-Xxxxxx Transaction Approval and Merger Agreement or result in a breach of any covenant, representation or warranty or any other transaction contemplated by the Investment Agreement, as applicable, and shall vote all obligation or agreement of its Subject Shares such Stockholder under this Agreement and/or (iii) in favor of any other actions presented to stockholders of Xxxxxxx-Xxxxxx that are matter necessary or desirable in furtherance for consummation of the Xxxxxxx-Xxxxxx Transaction Approval or any other transactions contemplated by the Investment Merger Agreement. The agreements set forth in the immediately preceding sentence shall equally apply if , which is considered at any such approvals are sought by the solicitation of written consents. (b) At any meeting of stockholders of Xxxxxxx-Xxxxxx (including a reconvened or adjourned meeting) or in any other circumstances in which the Company Stockholders’ vote, consent or other approval is sought, each Stockholder shall vote all of its Subject Shares against (i) any Xxxxxxx-Xxxxxx Acquisition Proposal; or (ii) any amendment of Xxxxxxx-Xxxxxx’x certificate of incorporation or bylaws that is prohibited by the Investment Agreement or any other proposal, action or transaction involving Xxxxxxx-Xxxxxx or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Investment Agreement, the Xxxxxxx-Xxxxxx Transaction Approval, the other Transactions contemplated by the Investment Agreement or change in any manner the voting rights of any class of Xxxxxxx-Xxxxxx capital stock. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) Notwithstanding anything to the contrary contained herein, if (i) the Board of Directors of Xxxxxxx-Xxxxxx shall not have made the Xxxxxxx-Xxxxxx Recommendation or (ii) the Board of Directors of Xxxxxxx-Xxxxxx or a committee thereof shall have made a Change in the Xxxxxxx-Xxxxxx Recommendation (or resolved or publicly proposed to take any such action described in clause (i) or (ii) of this paragraph), the obligations of the Stockholders under Sections 1.01(a) and (b) shall be suspended until such time, if any, as the Board of Directors of Xxxxxxx-Xxxxxx makes the Xxxxxxx-Xxxxxx Recommendation or reinstates the Xxxxxxx-Xxxxxx Recommendation, as the case may be, and, while such obligations are suspended, the Stockholders are not bound by such obligations and may take actions that are inconsistent therewith.

Voting of Subject Shares. Until From and after the termination date hereof, at every meeting of this Agreement in accordance with Section 4.01, each Stockholder agrees as follows: the holders of Arcturus’s Common Stock and Preferred Stock (a) At any meeting (whether annual or special, and whether or not a reconvened or adjourned meeting) of stockholders of Xxxxxxx-Xxxxxxthe “Arcturus Stockholders”), however called, and at every adjournment or postponement thereof (or pursuant to a written consent if the Arcturus Stockholders act by written consent in lieu of a meeting), the Stockholder shall, or shall cause the holder of record on any applicable record date to, be present (in person or by proxy) and to vote upon the Xxxxxxx-Xxxxxx Transaction Approval or any Stockholder’s Subject Shares (a) in favor of (A) adopting the Merger Agreement, and approving the Merger, the Preferred Stock Conversion, the Convertible Notes Conversion, the Warrant Conversion, and the other transaction actions contemplated by the Investment Merger Agreement; (B) acknowledging that the approval given thereby is irrevocable and that the Stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL or Chapter 13 of the CCC, a copy of which was attached thereto, and that such stockholder has received and read a copy of Section 262 of the DGCL or in any other circumstances in which a vote or other Chapter 13 of the CCC; (C) acknowledging that by its approval of the Merger it is not entitled to appraisal rights with respect to its shares in connection with the Xxxxxxx-Xxxxxx Transaction Approval Merger and thereby waives any rights to receive payment of the fair value of its capital stock under the DGCL or the CCC; (D) approving any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held; and (E) any other transaction contemplated thereby is sought, each Stockholder shall vote all of its Subject Shares in favor of matters necessary to consummate the Xxxxxxx-Xxxxxx Transaction Approval Contemplated Transactions that are considered and any other transaction contemplated voted upon by the Investment Agreement, as applicable, and shall vote all of its Subject Shares in favor of any other actions presented to stockholders of Xxxxxxx-Xxxxxx that are necessary or desirable in furtherance of the Xxxxxxx-Xxxxxx Transaction Approval or any other transactions contemplated by the Investment Agreement. The agreements set forth in the immediately preceding sentence shall equally apply if such approvals are sought by the solicitation of written consents. (b) At any meeting of stockholders of Xxxxxxx-Xxxxxx (including a reconvened or adjourned meeting) or in any other circumstances in which the Arcturus Stockholders’ vote, consent or other approval is sought, each Stockholder shall vote all of its Subject Shares against (i) any Xxxxxxx-Xxxxxx Acquisition Proposal; or (ii) any amendment of Xxxxxxx-Xxxxxx’x certificate of incorporation or bylaws that is prohibited by the Investment Agreement or any other proposal, action or transaction involving Xxxxxxx-Xxxxxx or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Investment Agreement, the Xxxxxxx-Xxxxxx Transaction Approval, the other Transactions contemplated by the Investment Agreement or change in any manner the voting rights of any class of Xxxxxxx-Xxxxxx capital stock. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) Notwithstanding anything to the contrary contained herein, if (i) the Board of Directors of Xxxxxxx-Xxxxxx shall not have made the Xxxxxxx-Xxxxxx Recommendation or (ii) the Board of Directors of Xxxxxxx-Xxxxxx or a committee thereof shall have made a Change in the Xxxxxxx-Xxxxxx Recommendation (or resolved or publicly proposed to take any such action described in clause (i) or (ii) of this paragraph), the obligations of the Stockholders under Sections 1.01(a) and (b) against any Acquisition Proposal. The Stockholder shall be suspended until such time, if any, as retain at all times the Board of Directors of Xxxxxxx-Xxxxxx makes right to vote the Xxxxxxx-Xxxxxx Recommendation or reinstates the Xxxxxxx-Xxxxxx Recommendation, as the case may be, and, while such obligations are suspended, the Stockholders are not bound by such obligations Stockholder’s Subject Shares in Stockholder’s sole discretion and may take actions without any other limitation on those matters other than those set forth in this Section 1.1 that are inconsistent therewithat any time or from time to time presented for consideration to the Arcturus Stockholders provided they don’t adversely impact the matters set forth in this Section 1.1.

Voting of Subject Shares. Until At every meeting of the termination holders of this Signal Common Stock (the “Signal Stockholders”), however called, and at every adjournment or postponement thereof (or pursuant to a written consent if the Signal Stockholders act by written consent in lieu of a meeting), the Stockholder shall, or shall cause the holder of record on any applicable record date to, be present (in person or by proxy) and to vote the Subject Shares (a) in favor of (i) the issuance of shares of Common Stock to the Miragen Stockholders pursuant to the terms of the Merger Agreement, (ii) the change of control of Signal resulting from the Merger, (iii) if requested by Miragen, the amendment of Signal’s certificate of incorporation to effect the Miragen Reverse Split (iv) if requested by Miragen, the amendment of Signal’s certificate of incorporation to increase the authorized shares of Common Stock, (v) the conversion of the XxXxx Note into shares of Common Stock immediately prior to the Closing, (vi) the sale of all of Signal’s intellectual property assets related to the Lab Business pursuant to a definitive agreement in accordance with the terms and conditions in the Merger Agreement, (vii) the amendment of Signal’s certificate of incorporation to effect the name change of Signal, (viii) the 2016 Equity Incentive Plan attached to the Merger Agreement as Exhibit F and the share reserve recommended by the Miragen Board of Directors or a committee thereof, (ix) the 2016 Employee Stock Purchase Plan attached to the Merger Agreement as Exhibit G and the share reserve recommended by the Miragen Board of Directors or a committee thereof, (x) any proposal submitted to the Signal Stockholders in accordance with Section 4.01, each Stockholder agrees as follows: (a) At any meeting (whether annual or special, and whether or not a reconvened or adjourned meeting) of stockholders of Xxxxxxx-Xxxxxx, however called, to vote upon the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction contemplated by the Investment Agreement, or in any other circumstances in which a vote or other approval with respect to the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction contemplated thereby is sought, each Stockholder shall vote all of its Subject Shares in favor 14A of the XxxxxxxExchange Act and the applicable SEC rules issued thereunder, seeking approval for a non-Xxxxxx Transaction Approval and any other transaction contemplated by binding, advisory vote to approve certain compensation that may become payable to Signals’ named executed officers in connection with the Investment Agreementcompletion of the Merger, as if applicable, and shall vote all of its Subject Shares in favor of any other actions presented to stockholders of Xxxxxxx-Xxxxxx that are necessary or desirable in furtherance of (xi) the Xxxxxxx-Xxxxxx Transaction Approval or any other transactions contemplated by the Investment Agreement. The agreements set forth in the immediately preceding sentence shall equally apply if such approvals are sought by the solicitation of written consents. (b) At any meeting of stockholders of Xxxxxxx-Xxxxxx (including a reconvened or adjourned meeting) or in any other circumstances in which the Stockholders’ vote, consent or other approval is sought, each Stockholder shall vote all of its Subject Shares against (i) any Xxxxxxx-Xxxxxx Acquisition Proposal; or (ii) any amendment of Xxxxxxx-Xxxxxx’x Signal’s certificate of incorporation or bylaws that is prohibited for the purpose of prohibiting the ability of Signal Stockholders to act by the Investment Agreement or any other proposal, action or transaction involving Xxxxxxx-Xxxxxx or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Investment Agreement, the Xxxxxxx-Xxxxxx Transaction Approval, the other Transactions contemplated by the Investment Agreement or change in any manner the voting rights of any class of Xxxxxxx-Xxxxxx capital stock. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) Notwithstanding anything to the contrary contained herein, if (i) the Board of Directors of Xxxxxxx-Xxxxxx shall not have made the Xxxxxxx-Xxxxxx Recommendation or (ii) the Board of Directors of Xxxxxxx-Xxxxxx or a committee thereof shall have made a Change in the Xxxxxxx-Xxxxxx Recommendation (or resolved or publicly proposed to take any such action described in clause (i) or (ii) of this paragraph), the obligations of the Stockholders under Sections 1.01(a) written consent; and (b) shall be suspended until such time, if any, as the Board of Directors of Xxxxxxx-Xxxxxx makes the Xxxxxxx-Xxxxxx Recommendation or reinstates the Xxxxxxx-Xxxxxx Recommendation, as the case may be, and, while such obligations are suspended, the Stockholders are not bound by such obligations and may take actions that are inconsistent therewithagainst any Acquisition Proposal.

Voting of Subject Shares. Until Subject to the termination remaining terms of this Agreement in accordance with Section 4.011.1, each Stockholder agrees as follows: at every meeting of the holders of capital stock of Alpine (a) At any meeting (whether annual or special, and whether or not a reconvened or adjourned meeting) of stockholders of Xxxxxxx-Xxxxxxthe “Alpine Stockholders”), however called, and at every adjournment or postponement thereof (or pursuant to a written consent if the Alpine Stockholders act by written consent in lieu of a meeting), each Stockholder shall, or shall cause the holder of record on any applicable record date to, be present (in person or by proxy) and to vote upon such Stockholder’s Subject Shares (a) in favor of (i) the Xxxxxxx-Xxxxxx Transaction Approval approval of the Merger Agreement, (ii) the approval of the Contemplated Transactions, including the issuance of Common Stock pursuant to the Merger Agreement, (iii) if deemed necessary, the adoption of an amendment to Alpine’ certificate of incorporation to effect the Nautilus Reverse Stock Split, (iv) the adoption of an amendment to Alpine’ certificate of incorporation to change the name of Alpine, (v) any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Merger Agreement and the Contemplated Transactions, including the issuance of Common Stock pursuant to the Merger Agreement on the date on which such meeting is held, and (vi) any other transaction contemplated by proposal included in the Investment AgreementProxy Statement in connection with, or related to, the consummation of the Merger for which the Nautilus Board has recommended that the Alpine Stockholders vote in favor; and (b) against any other circumstances in which a vote or other approval competing Acquisition Proposal with respect to the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction contemplated thereby is sought, each Stockholder shall vote all of its Subject Shares in favor of the Xxxxxxx-Xxxxxx Transaction Approval and any other transaction contemplated by the Investment Agreement, as applicable, and shall vote all of its Subject Shares in favor of any other actions presented to stockholders of Xxxxxxx-Xxxxxx that are necessary or desirable in furtherance of the Xxxxxxx-Xxxxxx Transaction Approval or any other transactions contemplated by the Investment AgreementAlpine. The agreements set forth in the immediately preceding sentence shall equally apply if such approvals are sought by the solicitation of written consents. (b) At any meeting of stockholders of Xxxxxxx-Xxxxxx (including a reconvened or adjourned meeting) or in any other circumstances in which the Stockholders’ vote, consent or other approval is sought, each Stockholder shall vote all of its Subject Shares against (i) any Xxxxxxx-Xxxxxx Acquisition Proposal; or (ii) any amendment of Xxxxxxx-Xxxxxx’x certificate of incorporation or bylaws that is prohibited by the Investment Agreement or any other proposal, action or transaction involving Xxxxxxx-Xxxxxx or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Investment Agreement, the Xxxxxxx-Xxxxxx Transaction Approval, the other Transactions contemplated by the Investment Agreement or change in any manner the voting rights of any class of Xxxxxxx-Xxxxxx capital stock. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) Notwithstanding anything to the contrary contained hereinin this Agreement, if in the event that (iA) the Company Board withholds, amends, withdraws or modifies the Company Board Recommendation in compliance with the terms of Directors of Xxxxxxx-Xxxxxx shall not have made the Xxxxxxx-Xxxxxx Recommendation Merger Agreement, or (iiB) the Board of Directors of Xxxxxxx-Xxxxxx or a committee thereof Merger Agreement shall have made a Change in been amended without the Xxxxxxx-Xxxxxx Recommendation (or resolved or publicly proposed to take any such action described in clause (i) or (ii) of this paragraph), the obligations prior written consent of the Stockholders under Sections 1.01(a(such consent not to be unreasonably withheld, conditioned or delayed), unless such amendment, in the reasonable and good faith determination of the Stockholders, would not reasonably be expected to be adverse to the interests of any Stockholder in more than a de minimis manner or that would not reasonably be expected to have more than a de minimis adverse effect on the value of such Stockholder’s investment in the Subject Shares (including for this purpose the shares of Nautilus common stock issued or issuable in the Merger in exchange therefor), in which event, such prior written consent of the Stockholders shall not be required for such amendment, then solely in connection with a vote that is subject to Section 1.1: (x) the aggregate number of shares that shall be considered “Subject Shares” for all Stockholders pursuant to this Agreement shall be modified without any further notice or any action by the Company or the Stockholder to be only such number that is equal to 35% of the aggregate number of outstanding shares of Common Stock and Preferred Stock of Alpine as of the applicable record date for such vote (the “Lock-Up Subject Shares”) (with any reduction in the number of shares of Common Stock and Preferred Stock of Alpine that shall be considered “Subject Shares” applied on a pro rata basis among all Stockholders based on the number of shares of Subject Shares held by each such Stockholder as of the applicable record date for such vote), such that the Stockholders, collectively, shall only be obligated to vote the Lock-Up Subject Shares in the manner set forth in Section 1.1; and (by) each Stockholder, in his/her/its sole discretion, shall be suspended until such timefree to vote or cause to be voted, if anyin person or by proxy, as all of the Board remaining Subject Shares in excess of Directors of Xxxxxxxthe Lock-Xxxxxx makes the Xxxxxxx-Xxxxxx Recommendation or reinstates the Xxxxxxx-Xxxxxx Recommendation, as the case Up Subject Shares in any manner they may be, and, while such obligations are suspended, the Stockholders are not bound by such obligations and may take actions that are inconsistent therewithchoose.

Voting of Subject Shares. Until From and after the termination date hereof, at every meeting of this Agreement in accordance with Section 4.01, each Stockholder agrees as follows: the holders of Parent Shares (a) At any meeting (whether annual or special, and whether or not a reconvened or adjourned meeting) of stockholders of Xxxxxxx-Xxxxxxthe “Parent Stockholders”), however called, and at every adjournment or postponement thereof (or pursuant to a written consent if the Parent Stockholders act by written consent in lieu of a meeting), the Stockholder shall, or shall cause the holder of record on any applicable record date to, be present (in person or by proxy) and to vote upon or cause to be voted the Xxxxxxx-Xxxxxx Transaction Approval or any Subject Shares (a) in favor of adopting the Merger Agreement and approving the Merger, the other transaction Contemplated Transactions, the Parent Stockholder Matters, and the other actions contemplated by the Investment Merger Agreement, including, without limitation, the issuance of Parent Common Stock pursuant to the Merger Agreement, (b) against approval of any proposal made in opposition to, or in competition with, the Merger Agreement or the consummation of the Merger, (c) against any other circumstances in which a vote or other approval with respect to the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction contemplated thereby is soughtAcquisition Proposal, each Stockholder shall vote all of its Subject Shares and (d) in favor of the Xxxxxxx-Xxxxxx Transaction Approval and approving any other transaction contemplated by the Investment Agreement, as applicable, and shall vote all of its Subject Shares in favor of any other actions presented proposal to stockholders of Xxxxxxx-Xxxxxx that are necessary or desirable in furtherance of the Xxxxxxx-Xxxxxx Transaction Approval or any other transactions contemplated by the Investment Agreement. The agreements set forth in the immediately preceding sentence shall equally apply if such approvals are sought by the solicitation of written consents. (b) At any meeting of stockholders of Xxxxxxx-Xxxxxx (including a reconvened or adjourned meeting) or in any other circumstances in which the Stockholders’ vote, consent or other approval is sought, each Stockholder shall vote all of its Subject Shares against (i) any Xxxxxxx-Xxxxxx Acquisition Proposal; or (ii) any amendment of Xxxxxxx-Xxxxxx’x certificate of incorporation or bylaws that is prohibited by the Investment Agreement or any other proposal, action or transaction involving Xxxxxxx-Xxxxxx permit Juvenescence Limited or any of its Subsidiariesdirect or indirect subsidiaries to convert convertible indebtedness of Parent or shares of Parent Series B Preferred Stock or any other series of Parent convertible preferred stock into shares of Parent Common Stock without regard to the 20% limitation on sales or issuances of listed securities pursuant to Section 713(a) of the NYSE American Company Guide or any policy of the NYSE American, which amendment and to permit a “change of control” of Parent pursuant to Section 713(b) of the NYSE American Company Guide in connection with any such conversion of indebtedness or Series B Preferred Stock or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Investment AgreementParent convertible preferred stock into Parent Common Stock. Except as permitted under clauses (A) through (K) of Section 1.2 below, the Xxxxxxx-Xxxxxx Transaction Approval, Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion and without any other Transactions contemplated by the Investment Agreement limitation on those matters other than those set forth in this Section 1.1 that are at any time or change in any manner the voting rights of any class of Xxxxxxx-Xxxxxx capital stock. Each Stockholder further agrees not from time to commit or agree to take any action inconsistent with the foregoing. (c) Notwithstanding anything time presented for consideration to the contrary contained herein, if (i) the Board of Directors of Xxxxxxx-Xxxxxx shall not have made the Xxxxxxx-Xxxxxx Recommendation or (ii) the Board of Directors of Xxxxxxx-Xxxxxx or a committee thereof shall have made a Change in the Xxxxxxx-Xxxxxx Recommendation (or resolved or publicly proposed to take any such action described in clause (i) or (ii) of this paragraph), the obligations of the Stockholders under Sections 1.01(a) and (b) shall be suspended until such time, if any, as the Board of Directors of Xxxxxxx-Xxxxxx makes the Xxxxxxx-Xxxxxx Recommendation or reinstates the Xxxxxxx-Xxxxxx Recommendation, as the case may be, and, while such obligations are suspended, the Stockholders are not bound by such obligations and may take actions that are inconsistent therewithParent Stockholders.

Voting of Subject Shares. Until Hereafter until the termination Expiration Time, the Sponsor hereby unconditionally and irrevocably agrees that, at any meeting of this Agreement the shareholders of Acquiror (or any adjournment or postponement thereof), and in accordance with Section 4.01any action by written consent of the shareholders of Acquiror requested by the Organizational Documents of Acquiror or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, each Stockholder agrees and in any event not later than two (2) Business Days, after Acquiror requests such delivery), the Sponsor shall: if a meeting is held, attend and appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as follows: present thereat for purposes of establishing a quorum, and the Sponsor shall vote all of the Subject Shares to which the Sponsor has sole or shared voting power and is entitled to vote; and/or if a written consent or approval is requested, duly and promptly execute and provide such written consent or approval (or cause to be voted or so consented or approved), in person or by proxy, in respect of all of its Subject Shares: (i) in favor of (a) At the Second Merger, the Business Combination Agreement, the Ancillary Documents, any meeting (whether annual or specialrequired amendments to the Company’s Organizational Documents, and whether all of the other Transactions (and any actions required in furtherance thereof), (b) in favor of the other matters set forth in the Business Combination Agreement (clauses (a) and (b) collectively, the “Acquiror Shareholder Approval Matters”), or not if there are insufficient votes in favor of granting the approval of the Acquiror Shareholder Approval Matters, in favor of the adjournment or postponement of such meeting of the shareholders of Acquiror to a reconvened or adjourned meetinglater date, (ii) of stockholders of Xxxxxxx-Xxxxxxin opposition to, however called, to vote upon the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction than as contemplated by the Investment Business Combination Agreement, (x) any material change in the present capitalization of Acquiror or any amendment of Acquiror’s Organizational Documents, (y) any material change in Acquiror’s corporate structure or business or (z) any proposal, offer, or submission with respect to an Acquisition Proposal or Alternative Transaction (“Competing Transaction”) or the adoption of any agreement to enter into a Competing Transaction; and (iii) in any other circumstances in upon which a vote vote, consent or other approval with respect to the Xxxxxxx-Xxxxxx Transaction Acquiror Shareholder Approval or any other transaction contemplated thereby Matters is sought, each Stockholder shall vote to vote, consent or approve (or cause to be voted, consented or approved) all of its the Sponsor’s Subject Shares held at such time in favor of the Xxxxxxx-Xxxxxx Transaction Approval and foregoing; provided, however, that the Sponsor shall not be required to vote or provide consent or take any other transaction contemplated by action, in each case to the Investment Agreement, as applicable, and shall vote all of its Subject Shares in favor of extent any other actions presented to stockholders of Xxxxxxx-Xxxxxx that are necessary or desirable in furtherance of the Xxxxxxx-Xxxxxx Transaction Approval or any other transactions contemplated by the Investment Agreement. The agreements set forth in the immediately preceding sentence shall equally apply if such approvals are sought by the solicitation of written consents. (b) At any meeting of stockholders of Xxxxxxx-Xxxxxx (including a reconvened or adjourned meeting) or in any other circumstances in which the Stockholders’ vote, consent or other approval is sought, each Stockholder shall vote all action would preclude SEC registration of its Subject the Pubco Ordinary Shares against (i) any Xxxxxxx-Xxxxxx Acquisition Proposal; or (ii) any amendment being issued to holders of Xxxxxxx-Xxxxxx’x certificate of incorporation or bylaws that is prohibited by the Investment Agreement or any other proposal, action or transaction involving Xxxxxxx-Xxxxxx or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Investment Agreement, the Xxxxxxx-Xxxxxx Transaction Approval, the other Transactions Acquiror Ordinary Shares as contemplated by the Investment Agreement or change in any manner the voting rights of any class of Xxxxxxx-Xxxxxx capital stock. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoingBusiness Combination Agreement. (c) Notwithstanding anything to the contrary contained herein, if (i) the Board of Directors of Xxxxxxx-Xxxxxx shall not have made the Xxxxxxx-Xxxxxx Recommendation or (ii) the Board of Directors of Xxxxxxx-Xxxxxx or a committee thereof shall have made a Change in the Xxxxxxx-Xxxxxx Recommendation (or resolved or publicly proposed to take any such action described in clause (i) or (ii) of this paragraph), the obligations of the Stockholders under Sections 1.01(a) and (b) shall be suspended until such time, if any, as the Board of Directors of Xxxxxxx-Xxxxxx makes the Xxxxxxx-Xxxxxx Recommendation or reinstates the Xxxxxxx-Xxxxxx Recommendation, as the case may be, and, while such obligations are suspended, the Stockholders are not bound by such obligations and may take actions that are inconsistent therewith.

Voting of Subject Shares. Until From and after the termination date hereof, at every meeting of this Agreement the holders of Galena Common Stock (the “Galena Stockholders”), however called, and at every adjournment or postponement thereof, the Stockholder shall, or shall cause the holder of record on any applicable record date to, be present (in person or by proxy) and to vote the Subject Shares (a) in favor of: (i) the amendment of Galena’s certificate of incorporation to effect the NASDAQ Reverse Split; (ii) the Galena Bylaw Amendment; (iii) the issuance of shares of Galena Common Stock to the Sellas Stockholders pursuant to the terms of the Plan of Merger; (iv) the change of control of Galena resulting from the Merger; (v) the 2017 Equity Incentive Plan and the share reserve as determined by the Galena Compensation Committee and the Galena Board (with the input of the Sellas Board of Directors); (vi) the 2017 Employee Stock Purchase Plan and the share reserve as determined by the Galena Compensation Committee and the Galena Board (with the input of the Sellas Board of Directors); (vii) the Galena Additional Certificate of Incorporation Amendment; and (viii) in accordance with Section 4.0114A of the Exchange Act and the applicable SEC rules issued thereunder, each Stockholder agrees as follows: (a) At any meeting (whether annual or special, and whether or not seeking advisory approval of a reconvened or adjourned meeting) of stockholders of Xxxxxxx-Xxxxxx, however called, to vote upon the Xxxxxxx-Xxxxxx Transaction Approval or any other transaction contemplated by the Investment Agreement, or in any other circumstances in which a vote or other approval with respect proposal to the XxxxxxxGalena Stockholders for a non-Xxxxxx Transaction Approval or any other transaction contemplated thereby is soughtbinding, each Stockholder shall advisory vote all of its Subject Shares to approve certain compensation that may become payable to Galena’s named executed officers in favor connection with the completion of the Xxxxxxx-Xxxxxx Transaction Approval and any other transaction contemplated by the Investment AgreementMerger, as if applicable, and shall vote all of its Subject Shares in favor of any other actions presented to stockholders of Xxxxxxx-Xxxxxx that are necessary or desirable in furtherance of the Xxxxxxx-Xxxxxx Transaction Approval or any other transactions contemplated by the Investment Agreement. The agreements set forth in the immediately preceding sentence shall equally apply if such approvals are sought by the solicitation of written consents.; and (b) At against any meeting of stockholders of Xxxxxxx-Xxxxxx (including a reconvened or adjourned meeting) or Acquisition Proposal. The Stockholder shall retain at all times the right to vote the Subject Shares in Stockholder’s sole discretion and without any other circumstances limitation on those matters other than those set forth in which the Stockholders’ vote, consent this Section 1.1 that are at any time or other approval is sought, each Stockholder shall vote all of its Subject Shares against (i) any Xxxxxxx-Xxxxxx Acquisition Proposal; or (ii) any amendment of Xxxxxxx-Xxxxxx’x certificate of incorporation or bylaws that is prohibited by the Investment Agreement or any other proposal, action or transaction involving Xxxxxxx-Xxxxxx or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected from time to in any manner impede, frustrate, prevent or nullify the Investment Agreement, the Xxxxxxx-Xxxxxx Transaction Approval, the other Transactions contemplated by the Investment Agreement or change in any manner the voting rights of any class of Xxxxxxx-Xxxxxx capital stock. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) Notwithstanding anything time presented for consideration to the contrary contained herein, if (i) the Board of Directors of Xxxxxxx-Xxxxxx shall not have made the Xxxxxxx-Xxxxxx Recommendation or (ii) the Board of Directors of Xxxxxxx-Xxxxxx or a committee thereof shall have made a Change in the Xxxxxxx-Xxxxxx Recommendation (or resolved or publicly proposed to take any such action described in clause (i) or (ii) of this paragraph), the obligations of the Stockholders under Sections 1.01(a) and (b) shall be suspended until such time, if any, as the Board of Directors of Xxxxxxx-Xxxxxx makes the Xxxxxxx-Xxxxxx Recommendation or reinstates the Xxxxxxx-Xxxxxx Recommendation, as the case may be, and, while such obligations are suspended, the Stockholders are not bound by such obligations and may take actions that are inconsistent therewithGalena Stockholders.