Common use of Voting of Subject Shares Clause in Contracts

Voting of Subject Shares. 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 Form S-4 is declared effective by the SEC, the Supporting Holders shall deliver to Parent and the Company a written consent in the form attached hereto as Exhibit A (the “Written Consent”) voting all of the Subject Shares in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated by the 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, the Supporting Holders will at any meeting of the stockholders of the Company (and at any adjournment or postponement thereof), however called, and in any written actions by consent of 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 proposal to adjourn a meeting of the 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 proposal, offer, or submission with respect to a competing transaction described in Section 4.3 (Exclusivity) of the Merger Agreement (“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 upon which a consent or other approval is required under the Company Charter or otherwise sought with respect to the Merger Agreement (including the Merger and the Company Preferred Stock Conversion), to vote, consent or approve (or cause to be voted, consented or approved) all of 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 (other than the Merger Agreement), and (f) against any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Merger or the Company Preferred Stock Conversion.

Voting of Subject Shares. Each Supporting Holder holding Subject Shares hereby irrevocably From and unconditionally agrees that, as promptly as practicable and in any event not later than five (5) Business Days after the Form S-4 is declared effective by date hereof, at every meeting of the SEC, the Supporting Holders shall deliver to holders of Parent and the Company a written consent in the form attached hereto as Exhibit A Shares (the “Written ConsentParent Stockholders”) voting all of the Subject Shares in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated by the 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, the Supporting Holders will at any meeting of the stockholders of the Company (and at any adjournment or postponement thereof), however called, and at every adjournment or postponement thereof (or pursuant to a written consent if the Parent Stockholders act by written consent in any written actions by consent lieu of the stockholders of the Company (whenever presenteda 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 or cause to be voted the Subject Shares to be voted (including via proxy) (a) in favor of adopting the Merger Agreement and approving the Merger, the other Contemplated Transactions, the Parent Stockholder Matters and the transactions other actions contemplated by the Merger Agreement (Agreement, including the Company Preferred issuance of Parent Common Stock Conversion), including (i) with respect pursuant 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 against approval of any proposal or agreement that would reasonably be expected to adjourn a meeting result in the conditions set forth in Sections 6 or 8 of the stockholders at which there is a proposal to adopt the Merger Agreement if there are not sufficient votes to adopt be satisfied on or before 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 quorumEnd Date, (c) against approval of any proposal, offerproposal made in opposition to, or submission with respect to a competing transaction described in Section 4.3 (Exclusivity) of competition with, the Merger Agreement (“Company Competing Transaction”) or the adoption consummation of any agreement to enter into a Company Competing Transactionthe Merger, and (d) except with respect to any Adverse Amendment, in any other circumstances upon which a consent or other approval is required under against the Company Charter or otherwise sought with respect to the Merger Agreement (including the Merger and the Company Preferred Stock Conversion), to vote, consent or approve (or cause to be voted, consented or approved) all of 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 following actions (other than the Merger and the other Contemplated Transactions): (i) any Acquisition Proposal; (ii) any amendment to Parent’s certificate of incorporation or 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 Merger Agreement), ; and (fvi) against any proposal, other action or agreement that which would be reasonably likely to impede, frustrateinterfere with, delay, prevent or nullify any provision of this Agreement, the Merger Agreement, adversely affect the Merger or any of the Company Preferred Stock Conversion.Contemplated Transactions or this Agreement. Except as provided under this Section 1.1 and under Section 1.2 below, 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 from time to time presented for consideration to the Parent Stockholders. Execution Version

Voting of Subject Shares. Each Supporting Holder holding Subject Shares hereby irrevocably to the remaining terms of this Section 1.1, at every meeting of the holders of capital stock of Alpine (the “Alpine Stockholders”), however called, and unconditionally agrees that, as promptly as practicable and in any event not later than five at every adjournment or postponement thereof (5) Business Days after the Form S-4 is declared effective by the SEC, the Supporting Holders shall deliver or pursuant to Parent and the Company a written consent if the Alpine Stockholders act by written consent in lieu of a meeting), each Stockholder shall, or shall cause the form attached hereto as Exhibit A holder of record on any applicable record date to, be present (the “Written Consent”in person or by proxy) voting all of the and to vote such Stockholder’s Subject Shares (a) in favor of (i) the 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 approval Contemplated Transactions, including the issuance of the transactions contemplated by Common Stock pursuant to the Merger Agreement on the date on which such meeting is held, and (including vi) any other proposal included in the Proxy 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 the Company Preferred Stock Conversion)(b) against any competing Acquisition Proposal with respect to Alpine. The Supporting Holders covenant and agree that, prior Notwithstanding anything to the termination of contrary in this Agreement, in the Supporting Holders will at any meeting of the stockholders of the Company (and at any adjournment or postponement thereof), however called, and in any written actions by consent of 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 event that (A) the Supporting Holders holding Company Common Stock and Board withholds, amends, withdraws or modifies the Company Preferred Stock (on an as converted to Company Common Stock basis) voting as a single classBoard Recommendation in compliance with the terms of the Merger Agreement, or (B) the Supporting Holders holding Series B Merger Agreement shall have been amended without the prior written consent of the Stockholders (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 and Series B-1 Preferred Stock (in each case, on an of Alpine as converted to Company Common Stock basis) voting as a single class of the applicable record date for such vote (the “Series B ClassLock-Up Subject Shares”) and (C) with any reduction in 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 number 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 proposal to adjourn a meeting of the 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 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 person or represented by proxy to constitute a quorum, (c) against any proposal, offer, or submission with respect to a competing transaction described the manner set forth in Section 4.3 1.1; and (Exclusivityy) of the Merger Agreement (“Company Competing Transaction”) or the adoption of any agreement to enter into a Company Competing Transaction, (d) except with respect to any Adverse Amendmenteach Stockholder, in any other circumstances upon which a consent or other approval is required under the Company Charter or otherwise sought with respect his/her/its sole discretion, shall be free to the Merger Agreement (including the Merger and the Company Preferred Stock Conversion), to vote, consent or approve (vote or cause to be voted, consented in person or approved) all of such Support Holder’s Subject Shares held at such time in favor thereofby proxy, (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 (other than remaining Subject Shares in excess of the Merger Agreement), and (f) against Lock-Up Subject Shares in any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Merger or the Company Preferred Stock Conversionmanner they may choose.

Voting of Subject Shares. Each Supporting Holder holding At the Stockholders Meeting and any other meeting of the stockholders of the Company called to adopt of the Merger Agreement by the Required Company Vote or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, the Merger or any other transaction contemplated by the Merger 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 hereby irrevocably and unconditionally agrees thatCompany Restricted Shares, without duplicate counting as promptly Subject Shares once vested, to be counted as practicable and in present for purposes of establishing a quorum at any event not later than five (5) Business Days after the Form S-4 is declared effective by the SEC, the Supporting Holders shall deliver to Parent and such meeting of the Company a written consent in the form attached hereto Stockholders and vote such Stockholder’s Subject Shares and Company Restricted Shares, without duplicate counting as Exhibit A Subject Shares once vested (the “Written ConsentVote Shares”), (i) voting all of the Subject Shares 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 extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and any Person (other than Parent or its Affiliates), or any other proposal of any Person (other than Parent or its Affiliates) to acquire the Company or all or substantially all of the assets thereof, (B) any Acquisition Proposal or (C) any action, proposal, transaction or agreement that would reasonably be expected to result in the failure of any conditions contained in Sections 7.1 and 7.2 of the Merger Agreement or result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder under this Agreement and/or (iii) in favor of any other matter necessary for consummation of the transactions contemplated by the 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, the Supporting Holders will which is considered at any such meeting of the stockholders of the Company (and at any adjournment or postponement thereof), however called, and in any written actions by consent of 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 proposal to adjourn a meeting of the 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 proposal, offer, or submission with respect to a competing transaction described in Section 4.3 (Exclusivity) of the Merger Agreement (“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 upon which a consent or other approval is required under the Company Charter or otherwise sought with respect to the Merger Agreement (including the Merger and the Company Preferred Stock Conversion), to vote, consent or approve (or cause to be voted, consented or approved) all of 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 (other than the Merger Agreement), and (f) against any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Merger or the Company Preferred Stock ConversionStockholders.

Voting of Subject Shares. 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 At every meeting of the Form S-4 is declared effective by the SEC, the Supporting Holders shall deliver to Parent and the Company a written consent in the form attached hereto as Exhibit A holders of Signal Common Stock (the “Written ConsentSignal Stockholders”) voting all of the Subject Shares in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated by the 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, the Supporting Holders will at any meeting of the stockholders of the Company (and at any adjournment or postponement thereof), however called, and at every adjournment or postponement thereof (or pursuant to a written consent if the Signal Stockholders act by written consent in any written actions by consent lieu of the stockholders of the Company (whenever presenteda 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 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 the issuance of shares of Common Stock to the approval 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, the affirmative vote of (Avii) the Supporting Holders holding Company Common Stock and Company Preferred Stock (on an as converted amendment of Signal’s certificate of incorporation to Company Common Stock basis) voting as a single classeffect the name change of Signal, (Bviii) 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 proposal to adjourn a meeting of the 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 proposal, offer, or submission with respect to a competing transaction described in Section 4.3 (Exclusivity) of the Merger Agreement (“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 upon which a consent or other approval is required under the Company Charter or otherwise sought with respect 2016 Equity Incentive Plan attached to the Merger Agreement (including the Merger as Exhibit F and the Company Preferred Stock Conversion), to vote, consent share reserve recommended by the Miragen Board of Directors or approve (or cause to be voted, consented or approved) all of such Support Holder’s Subject Shares held at such time in favor a committee thereof, (eix) against the 2016 Employee Stock Purchase Plan attached to the Merger Agreement as Exhibit G and withhold consent 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 respect to any merger, purchase of all or substantially all Section 14A of the Company’s assets or other business combination transaction (other than Exchange Act and the Merger Agreement)applicable SEC rules issued thereunder, seeking approval for a non-binding, advisory vote to approve certain compensation that may become payable to Signals’ named executed officers in connection with the completion of the Merger, if applicable, and (fxi) the amendment of Signal’s certificate of incorporation for the purpose of prohibiting the ability of Signal Stockholders to act by written consent; and (b) against any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Merger or the Company Preferred Stock ConversionAcquisition Proposal.

Voting of Subject Shares. Each Supporting Holder holding Subject Shares hereby irrevocably and unconditionally agrees thatto the remaining terms of this Section 1.1, as promptly as practicable and in any event not later than five (5) Business Days after at every meeting of the Form S-4 is declared effective by the SEC, the Supporting Holders shall deliver to Parent and the Company a written consent in the form attached hereto as Exhibit A holders of Carnivale Common Stock (the “Written ConsentCarnivale Stockholders”) voting all of the Subject Shares in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated by the 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, the Supporting Holders will at any meeting of the stockholders of the Company (and at any adjournment or postponement thereof), however called, and at every adjournment or postponement thereof (or pursuant to a written consent if the Carnivale Stockholders act by written consent in any written actions by consent lieu of the stockholders of the Company (whenever presenteda 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 such Equityholder’s 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 approval of (i) with respect to the approval of the Merger and Merger Share Purchase 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 the issuance of Carnivale Common Stock pursuant to the approval Share Purchase Agreement, (iii) an amendment to the Carnivale Certificate of Incorporation to authorize the Company Preferred Carnivale Board to effect a reverse split of all outstanding shares of Carnivale Common Stock Conversionwhereby 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 affirmative vote adoption of (1) an amendment to the Series B Class and (2) Carnivale Certificate of Incorporation to increase the Series C Class, and any action in furtherance authorized number of any shares of the foregoingCarnivale Common Stock, (bv) if proposed in favor 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 meeting of the stockholders at which there is a proposal to adopt the Merger Agreement later date, if there are not sufficient votes to adopt for the proposals described in clause (a) above or if there are not sufficient shares approval of Company 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 Company Preferred Stock present (vii) any other proposal included in person the Proxy Statement in connection with, or represented by proxy to constitute a quorumrelated to, the consummation of the Share Purchase that the Board of Directors of Carnivale has recommended that the stockholders of Carnivale vote in favor of; and (cb) against any proposal, offer, or submission Acquisition Proposal with respect to a competing transaction described in Section 4.3 (Exclusivity) of the Merger Agreement (“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 upon which a consent or other approval is required under the Company Charter or otherwise sought with respect Carnivale. Notwithstanding anything to the Merger Agreement (including the Merger and the Company Preferred Stock Conversion), to vote, consent or approve (or cause to be voted, consented or approved) all of such Support Holder’s Subject Shares held at such time contrary 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 (other than the Merger Agreement), and (f) against any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of this Agreement, in the Merger event that the Carnivale Board withholds, amends, withdraws or modifies the Carnivale Board Recommendation in compliance with the terms of the Share Purchase Agreement, the Merger or the Company Preferred Stock Conversion.solely in connection with a vote that is subject to Section 1.1:

Voting of Subject Shares. Each Supporting Holder holding Subject Shares hereby irrevocably From and unconditionally agrees that, as promptly as practicable and in any event not later than five (5) Business Days after the Form S-4 is declared effective by date hereof, at every meeting of the SEC, the Supporting Holders shall deliver to holders of Parent and the Company a written consent in the form attached hereto as Exhibit A Shares (the “Written ConsentParent Stockholders”) voting all of the Subject Shares in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated by the 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, the Supporting Holders will at any meeting of the stockholders of the Company (and at any adjournment or postponement thereof), however called, and at every adjournment or postponement thereof (or pursuant to a written consent if the Parent Stockholders act by written consent in any written actions by consent lieu of the stockholders of the Company (whenever presenteda 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 or cause to be voted the Subject Shares to be voted (including via proxy) (a) in favor of adopting the Merger Agreement and approving the Merger, the other Contemplated Transactions, the Parent Stockholder Matters, and the transactions other actions contemplated by the Merger Agreement (including Agreement, including, without limitation, the Company Preferred issuance of Parent Common Stock Conversion), including (i) with respect pursuant 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 against approval of any proposal to adjourn a meeting of the stockholders at which there is a proposal to adopt made in opposition to, or in competition with, the Merger Agreement if there are not sufficient votes to adopt or the proposals described in clause (a) above or if there are not sufficient shares consummation of Company Common Stock and Company Preferred Stock present in person or represented by proxy to constitute a quorumthe Merger, (c) against any proposalAcquisition Proposal, offer, and (d) in favor of approving any proposal to permit Juvenescence Limited or submission with respect any of its direct or indirect subsidiaries to a competing transaction described in 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 4.3 (Exclusivity713(a) of the Merger Agreement NYSE American Company Guide or any policy of the NYSE American, 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 Parent convertible preferred stock into Parent Common Stock. Except as permitted under clauses (“Company Competing Transaction”A) or through (K) of Section 1.2 below, the adoption of any agreement Stockholder shall retain at all times the right to enter into a Company Competing Transaction, (d) except with respect to any Adverse Amendment, vote the Subject Shares in the Stockholder’s sole discretion and without any other circumstances upon which a consent limitation on those matters other than those set forth in this Section 1.1 that are at any time or other approval is required under the Company Charter or otherwise sought with respect from time to time presented for consideration to the Merger Agreement (including the Merger and the Company Preferred Stock Conversion), to vote, consent or approve (or cause to be voted, consented or approved) all of 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 (other than the Merger Agreement), and (f) against any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Merger or the Company Preferred Stock ConversionParent Stockholders.