Common use of Parent Stockholder Approval Clause in Contracts

Parent Stockholder Approval. Parent agrees to use commercially reasonable efforts to call and hold a meeting of the stockholders of Parent to obtain the Parent Stockholder Approval (the “Parent Stockholder Meeting”) on or before December 31, 2017. If the Parent Stockholder Approval is not obtained at the Parent Stockholder Meeting, then Parent will use its commercially reasonable efforts to obtain the Parent Stockholder Approval at the next occurring annual meeting of the stockholders of Parent or, if such annual meeting is not scheduled to be held within six months after the Parent Stockholder Meeting, a special meeting of the stockholders of Parent to be held within six months after the Parent Stockholder Meeting. Parent will hold an annual meeting or special meeting of its stockholders at least once every six months until Parent obtains the Parent Stockholder Approval. The Company acknowledges that, under the NASDAQ Stock Market Rules, the Parent Common Stock Payment Shares will not be entitled to vote on the conversion of the shares of Parent Preferred Stock Payment Shares into shares of Parent Common Stock. The Board of Directors of Parent will recommend to Parent’s stockholders approval of the Preferred Stock Conversion Proposal and cause the affirmative vote by Xx. Xxx Xxxxxxxx of shares of Parent Common Stock over which he exercises voting authority pursuant to the voting agreement between Parent and Xx. Xxx Xxxxxxxx, dated as of May 22, 2017. In connection with any stockholder meeting at which the Preferred Stock Conversion Proposal is being presented to Parent’s stockholders, Parent will use its reasonable best efforts to obtain the Parent Stockholder Approval, including without limitation by issuing one or more news releases recommending that stockholders approve the Preferred Stock Conversion Proposal. Parent intends to call a special stockholders’ meeting for October 25, 2017 to approve the conversion of the conditional convertible preferred stock it issued in connection with the acquisition of BarioSurg, Inc. into 5,000,905 shares of Parent Common Stock, and will use its commercially reasonable efforts to obtain an affirmative stockholder vote of that proposal at the meeting.

Parent Stockholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent agrees to shall (a) duly give notice of and (b) use commercially reasonable best efforts to call duly convene and hold a meeting of its stockholders (the stockholders “Parent Stockholders Meeting”) in accordance with the Governing Documents of Parent to obtain Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend to its stockholders (the “Parent Stockholder MeetingBoard Recommendation”), (i) on or before December 31, 2017. If the Parent Stockholder Approval is not obtained at adoption and approval of this Agreement and the Parent Stockholder Meeting, then Parent will use its commercially reasonable efforts to obtain transactions contemplated hereby (including the Parent Stockholder Approval at Merger) (the next occurring annual meeting of “Business Combination Proposal”); (ii) the stockholders of Parent or, if such annual meeting is not scheduled to be held within six months after the Parent Stockholder Meeting, a special meeting of the stockholders of Parent to be held within six months after the Parent Stockholder Meeting. Parent will hold an annual meeting or special meeting of its stockholders at least once every six months until Parent obtains the Parent Stockholder Approval. The Company acknowledges that, under the NASDAQ Stock Market Rules, the Parent Common Stock Payment Shares will not be entitled to vote on the conversion of the shares of Parent Preferred Stock Payment Shares into shares of Parent Common Stock. The Board of Directors of Parent will recommend to Parent’s stockholders adoption and approval of the Preferred Stock Conversion Proposal issuance of the Parent Shares in connection with the transactions contemplated by this Agreement as required by Nasdaq listing requirements (the “Nasdaq Proposal”); (iii) the adoption and cause approval to amend and restate the affirmative vote Parent New Certificate of Incorporation attached hereto as Exhibit D (the “Governing Document Proposal”); (iv) the adoption and approval of the Parent Incentive Equity Plan and the Parent ESPP (the “Equity Incentive Plan Proposal”); (v) election of directors effective as of the Closing as contemplated by Xx. Xxx Xxxxxxxx Section 5.17(a) and Section 5.17(b); (vi) the adoption and approval of shares of Parent Common Stock over which he exercises voting authority pursuant each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the voting agreement between Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and Xx. Xxx Xxxxxxxx, dated the Company as of May 22, 2017. In necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Transaction Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any stockholder meeting at which of the Preferred Stock Conversion Proposal is being presented foregoing (such proposals in (i) through (viii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Meeting (A) to Parent’s stockholders, Parent will use its reasonable best efforts to obtain solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, including (B) for the absence of a quorum, or (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Pre-Closing Parent Holders prior to the Parent Stockholders Meeting; provided that, without limitation the consent of the Company, in no event shall Parent adjourn the Parent Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The Parent recommendation contemplated by issuing one or more news releases recommending that stockholders approve the Preferred Stock Conversion Proposalpreceding sentence shall be included in the Registration Statement / Proxy Statement. Parent intends to call a special stockholders’ meeting for October 25, 2017 to approve the conversion covenants that none of the conditional convertible preferred stock it issued Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, or propose publicly or by formal action of the Parent Board, any committee of the Parent Board or Parent to withdraw or modify, in connection with a manner adverse to the acquisition Company, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of BarioSurg, Inc. into 5,000,905 shares of Parent Common Stock, and will use its commercially reasonable efforts to obtain an affirmative stockholder vote of that proposal at the meetingproposals set forth in the Registration Statement / Proxy Statement.

Parent Stockholder Approval. Parent agrees shall (a) as promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to use commercially reasonable efforts be disseminated to Parent Stockholders in compliance with applicable Law, (ii) duly (1) establish a record date for, (2) call and give notice of and (3) convene and hold a an extraordinary general meeting of the stockholders of Parent to obtain the Parent Stockholder Approval its members (the “Parent Stockholder Stockholders’ Meeting”) on or before December 31, 2017. If in accordance with the Parent Stockholder Approval Governing Documents and applicable NYSE Listing Rules for a date no later than forty-five (45) days following the date the Registration Statement is not obtained at declared effective, and (iii) solicit proxies from the Parent Stockholder Meeting, then Parent will use its commercially reasonable efforts Stockholders to obtain the Parent Stockholder Approval at the next occurring annual meeting vote in favor of each of the stockholders of Transaction Proposals, and (b) provide its members with the opportunity to elect to effect a Parent or, if such annual meeting is not scheduled to be held within six months after the Parent Stockholder Meeting, a special meeting of the stockholders of Parent to be held within six months after the Parent Stockholder MeetingShare Redemption. Parent will hold an annual meeting or special meeting shall, through its board of its stockholders at least once every six months until Parent obtains the Parent Stockholder Approval. The Company acknowledges thatdirectors, under the NASDAQ Stock Market Rules, the Parent Common Stock Payment Shares will not be entitled to vote on the conversion of the shares of Parent Preferred Stock Payment Shares into shares of Parent Common Stock. The Board of Directors of Parent will recommend to Parent’s stockholders its members (A) the approval of the Preferred Stock Conversion Proposal continuation of Parent from the Cayman Islands to the State of Delaware, (B) the approval of the change of Parent’s name to “SeatGeek, Inc.”, (C) the amendment and cause restatement of Parent’s Governing Documents, substantially in the affirmative vote forms attached as Exhibit A and Exhibit B to this Agreement (with such changes as may be agreed in writing by Xx. Xxx Xxxxxxxx Parent and the Company) (as may be subsequently amended by mutual written agreement of the Company and Parent at any time before the effectiveness of the Proxy Statement / Registration Statement) in connection with the Domestication, including any separate or unbundled proposals as are required to implement the foregoing, (D) the adoption and approval of this Agreement in accordance with applicable Law and exchange rules and regulations, (E) the approval of the issuance of shares of Parent Common Stock over which he exercises voting authority in connection with the Transactions pursuant to applicable NYSE Listing Rules, (F) the voting agreement between approval of the issuance of more than one percent (1%) of Parent’s outstanding common stock to a “related party” pursuant to applicable NYSE Listing Rules, (G) the approval of the Equity Proposals, (H) election of directors effective as of the Closing as contemplated by Section 8.5, (I) the adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (J) the adoption and approval of any other proposals as reasonably agreed by Parent and Xx. Xxx Xxxxxxxx, dated as of May 22, 2017. In the Company to be necessary or appropriate in connection with the Transactions and (K) the adjournment of the Parent Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any stockholder meeting at which of the Preferred Stock Conversion Proposal is being presented foregoing (such proposals in (A) through (K), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The board of directors of Parent shall not withdraw, amend, qualify or modify its recommendation to the members of Parent that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the members of Parent in Section 8.2(b), a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Parent’s stockholdersobligations to establish a record date for, duly call, give notice of, convene and hold the Parent will use its reasonable best efforts Stockholders’ Meeting shall not be affected by any Modification in Recommendation, (y) Parent agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Stockholders’ Meeting and submit for approval the Transaction Proposals and (z) Parent agrees that if the Parent Stockholder Approval shall not have been obtained at any such Parent Stockholders’ Meeting, then Parent shall promptly continue to take all such necessary actions, including the actions required by this Section 8.2(b), and hold additional Parent Stockholders’ Meetings in order to obtain the Parent Stockholder Approval, including without limitation by issuing one or more news releases recommending that stockholders approve the Preferred Stock Conversion Proposal. Parent intends may only adjourn the Parent Stockholders’ Meeting (i) to call solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (ii) for the absence of a special stockholders’ meeting quorum and (iii) to allow reasonable additional time for October 25, 2017 the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to approve the conversion of the conditional convertible preferred stock it issued in connection with the acquisition of BarioSurg, Inc. into 5,000,905 shares be disseminated and reviewed by members of Parent Common Stockprior to the Parent Stockholders’ Meeting; provided, that the Parent Stockholders’ Meeting (x) may not be adjourned to a date that is more than 20 days after the date for which the Parent Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and will use its commercially reasonable efforts (y) is held no later than three (3) Business Days prior to obtain an affirmative stockholder vote of that proposal at the meetingAgreement End Date.

Parent Stockholder Approval. Parent agrees shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to use commercially reasonable efforts be disseminated to call Parent’s stockholders in compliance with Applicable Legal Requirement, (ii) duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the stockholders “Special Meeting”) in accordance with Parent’s Organizational Documents, which meeting shall be held not more than 20 Business Days after the date on which Parent mails the Proxy Statement to its stockholders, and (iii) solicit proxies from the holders of Parent Class A Stock to obtain vote in favor of each of the Parent Stockholder Approval Matters, and (b) provide Parent’s stockholders with the opportunity to redeem shares of Parent Class A Stock (the “Parent Stockholder Redemption”). Parent shall, through its board of directors, recommend to its stockholders the (A) approval of the amendment and restatement of Parent’s Organizational Documents, in the form of the Parent A&R Charter attached hereto as Exhibit B (as may be subsequently amended by mutual written agreement of the Company and Parent at any time before the effectiveness of the Registration Statement), including any separate or unbundled advisory proposals to implement the foregoing, (B) the adoption of this Agreement and approval of the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of, for purposes of complying with the applicable rules of the NYSE, the issuance of shares of Parent Class A Stock in connection with the Merger, including the shares to be issued to the PIPE Investors as contemplated by the Subscription Agreements (D) approval of the adoption of a management equity incentive plan (“LTIP”), (E) adoption and approval of an employee stock purchase plan, in form and substance reasonably acceptable to Parent and the Company, (the “ESPP”), (F) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement/Registration Statement or correspondence related thereto, (G) adoption and approval of any other proposals as reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the Transactions, and (H) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (E), together, the “Parent Stockholder Matters”), and include such recommendation in the Proxy Statement. The board of directors of Parent shall not (and no committee or subgroup thereof shall) on withdraw, amend, qualify or before December 31modify its recommendation to the stockholders of Parent that they vote in favor of the Parent Stockholder Matters (together with any withdrawal, 2017amendment, qualification or modification of its recommendation to the stockholders of Parent described in the Recitals hereto, a “Change in Recommendation”); provided, that the board of directors of Parent may make a Change in Recommendation if it determines in good faith, after consultation with its outside legal counsel, that a failure to make a Change in Recommendation would reasonably be expected to constitute a breach by the board of directors of its fiduciary obligations to Parent’s stockholders under Applicable Legal Requirements. If To the fullest extent permitted by applicable Law, (x) Parent’s obligations to establish a record date for, duly call, give notice of, convene and hold the Special Meeting shall not be affected by any Change in Recommendation, (y) Parent agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for approval the Parent Stockholder Matters and (z) Parent agrees that if the Parent Stockholder Approval is shall not have been obtained at the Parent Stockholder any such Special Meeting, then Parent will use its commercially reasonable efforts shall promptly continue to obtain take all such necessary actions, including the Parent Stockholder Approval at the next occurring annual meeting of the stockholders of Parent oractions required by this Section 7.01(b), if such annual meeting is not scheduled to be held within six months after the Parent Stockholder Meeting, a special meeting of the stockholders of Parent to be held within six months after the Parent Stockholder Meeting. Parent will and hold an annual meeting or special meeting of its stockholders at least once every six months until Parent obtains the Parent Stockholder Approval. The Company acknowledges that, under the NASDAQ Stock Market Rules, the Parent Common Stock Payment Shares will not be entitled to vote on the conversion of the shares of Parent Preferred Stock Payment Shares into shares of Parent Common Stock. The Board of Directors of Parent will recommend to Parent’s stockholders approval of the Preferred Stock Conversion Proposal and cause the affirmative vote by Xx. Xxx Xxxxxxxx of shares of Parent Common Stock over which he exercises voting authority pursuant to the voting agreement between Parent and Xx. Xxx Xxxxxxxx, dated as of May 22, 2017. In connection with any stockholder meeting at which the Preferred Stock Conversion Proposal is being presented to Parent’s stockholders, Parent will use its reasonable best efforts additional Special Meetings in order to obtain the Parent Stockholder Approval, including without limitation by issuing one or more news releases recommending that stockholders approve the Preferred Stock Conversion Proposal. Parent intends agrees that it shall provide the holders of shares of Parent Class A Stock the opportunity to call a special stockholders’ meeting for October 25, 2017 to approve the conversion elect redemption of the conditional convertible preferred stock it issued such shares of Parent Class A Stock in connection with the acquisition of BarioSurgSpecial Meeting, Inc. into 5,000,905 shares of as required by the Parent Common Stock, and will use its commercially reasonable efforts to obtain an affirmative stockholder vote of that proposal at the meetingOrganizational Documents.

Parent Stockholder Approval. (a) Promptly after the date hereof, Parent agrees shall take all action necessary in accordance with the DGCL and Parent's organizational documents to use commercially reasonable efforts to call call, give notice of and hold a meeting of the stockholders of Parent to obtain the Parent Stockholder Approval Stockholders (the “"Parent Stockholder Stockholders' Meeting”") on or before December 31to consider, 2017. If without limitation, (i) the Parent Stockholder Approval is not obtained at adoption of this Agreement and the Parent Stockholder Meeting, then Parent will use its commercially reasonable efforts to obtain the Parent Stockholder Approval at the next occurring annual meeting of the stockholders of Parent or, if such annual meeting is not scheduled to be held within six months after the Parent Stockholder Meeting, a special meeting of the stockholders of Parent to be held within six months after the Parent Stockholder Meeting. Parent will hold an annual meeting or special meeting of its stockholders at least once every six months until Parent obtains the Parent Stockholder Approval. The Company acknowledges that, under the NASDAQ Stock Market Rules, the Parent Common Stock Payment Shares will not be entitled to vote on the conversion of the shares of Parent Preferred Stock Payment Shares into shares of Parent Common Stock. The Board of Directors of Parent will recommend to Parent’s stockholders approval of the Preferred Merger, (ii) the approval of the Investment, (ii) the approval of an amendment and restatement of Parent's Certificate of Incorporation in the form set forth on Exhibit H hereto (such amendment and restatement, the "Parent Charter Amendment"), and (iii) the election of the individuals listed in Section 5.1(f) as directors of Parent (all of the foregoing proposals, the "Parent Proposals"). The Parent Stockholders' Meeting shall be held on a date selected by Parent in consultation with the Company as promptly as practicable after the Proxy Statement is cleared by the staff of the SEC, but in any event, absent any legal restraint or as otherwise agreed by the Company, within 45 days following the mailing of the Proxy Statement to the Parent Stockholders. Parent shall use its reasonable best efforts to solicit the approval of the foregoing Parent Proposals and to take all other action necessary or advisable to secure the vote or consent of the Parent Stockholders required by the rules of the SEC, the Nasdaq Stock Conversion Proposal and cause Market or Delaware law, as applicable. Except to the affirmative vote extent required by Xx. Xxx Xxxxxxxx Law or with the Company's prior written consent, Parent shall not (i) change the date specified in the Proxy Statement for the Parent Stockholders' Meeting or (ii) postpone or delay the Parent Stockholders' Meeting, except (x) to the extent necessary to ensure that any amendment or supplement to the Proxy Statement required by applicable Law is provided to the Parent Stockholders of the Company sufficiently in advance of the Parent Stockholders' Meeting or (y) if there are an insufficient number of shares of Parent Common Stock over represented in person or by proxy at the Parent Stockholders' Meeting to constitute a quorum or to approve the Parent Proposals, in which he exercises voting authority pursuant to case Parent may, and, at the voting agreement between Company's request, shall, adjourn the Parent Stockholders' Meeting and Xx. Xxx Xxxxxxxx, dated as of May 22, 2017. In connection with any stockholder meeting at which the Preferred Stock Conversion Proposal is being presented to Parent’s stockholders, Parent will use its reasonable best efforts to obtain a quorum and the Parent Stockholder Approval, including without limitation by issuing one or more news releases recommending that stockholders approve the Preferred Stock Conversion Proposal. Parent intends to call a special stockholders’ meeting for October 25, 2017 requisite vote to approve the conversion of Parent Proposals as promptly as practicable. The Parent Proposals shall be the conditional convertible preferred stock it issued in connection with only matters (other than adjournment as contemplated by the acquisition of BarioSurg, Inc. into 5,000,905 shares of preceding sentence) that Parent Common Stock, and will use its commercially reasonable efforts propose to obtain an affirmative stockholder vote of that proposal be acted on by the Parent Stockholders at the meetingParent Stockholders' Meeting.

Parent Stockholder Approval. Parent agrees shall take all action necessary in accordance with applicable Laws and the Parent Charter and Parent Bylaws to use commercially reasonable efforts to call call, give notice of, convene and hold a meeting of the stockholders of Parent to obtain the Parent Stockholder Approval Stockholders (the “Parent Stockholder Meeting”) to consider and vote on or before December 31proposals to adopt and approve this Agreement, 2017the Merger, the issuance of the shares of Parent Common Stock in connection with the Merger and the Charter Amendment, including the Reverse Stock Split (collectively, the “Parent Stockholder Proposals”). If Parent shall mail the Proxy Statement as soon as reasonably practicable after the Clearance Date and shall hold the Parent Stockholder Approval Meeting no later than forty-five (45) days after mailing the Proxy Statement, unless a later date is not obtained at mutually agreed to by the Company and Parent. Parent shall take all actions as are reasonably necessary or appropriate to solicit from the Parent Stockholders proxies in favor of the Parent Stockholder Proposals. If on the scheduled date of the Parent Stockholder Meeting, then Parent will use its commercially reasonable efforts to obtain has not obtained the Parent Stockholder Approval at Approvals, Parent shall have the next occurring annual meeting of the stockholders of Parent or, if such annual meeting is not scheduled right to be held within six months after adjourn or postpone the Parent Stockholder MeetingMeeting to a later date or dates, a special meeting of such later date or dates not to exceed thirty (30) days from the stockholders of Parent to be held within six months after original date that the Parent Stockholder Meeting. Parent will hold an annual meeting or special meeting Meeting was scheduled for the approval of its stockholders at least once every six months until Parent obtains the Parent Stockholder Approval. The Company acknowledges that, under the NASDAQ Stock Market Rules, the Parent Common Stock Payment Shares will not be entitled to vote on the conversion of the shares of Parent Preferred Stock Payment Shares into shares of Parent Common StockProposals. The Board of Directors of Parent will recommend to Parent’s stockholders approval of recommends that the Preferred Stock Conversion Proposal and cause the affirmative vote by Xx. Xxx Xxxxxxxx of shares of Parent Common Stock over which he exercises voting authority pursuant to the voting agreement between Parent and Xx. Xxx Xxxxxxxx, dated as of May 22, 2017. In connection with any stockholder meeting at which the Preferred Stock Conversion Proposal is being presented to Parent’s stockholders, Parent will use its reasonable best efforts to obtain Stockholders approve the Parent Stockholder Approval, including without limitation by issuing one or more news releases recommending that stockholders approve Proposals (the Preferred Stock Conversion Proposal“Parent Recommendation”) and Parent shall include such Parent Recommendation in the Proxy Statement. Parent intends to call a special stockholders’ meeting for October 25, 2017 to approve Without limiting the conversion generality of the conditional convertible preferred stock it issued foregoing, Parent agrees that unless this agreement has been terminated in connection accordance with Section 7.1, its obligations under this Section 5.3 shall not be affected by the acquisition commencement, public proposal, public disclosure or communication to Parent of BarioSurg, Inc. into 5,000,905 shares of any Parent Common Stock, and will use its commercially reasonable efforts to obtain an affirmative stockholder vote of that proposal at the meetingAcquisition Proposal.

Parent Stockholder Approval. Parent agrees to use commercially reasonable efforts to call and hold a meeting As of the stockholders Signing Date, the Parent Board has adopted resolutions approving this Agreement and the transactions contemplated by this Agreement on substantially the terms and conditions set forth in this Agreement, and directing that this Agreement and the other transactions contemplated by this Agreement, on such terms and conditions, be submitted to the holders of Capital Stock of Parent entitled to obtain vote thereon (the “Parent Stockholder Approval Stockholders”) for their consideration at a special meeting (the “Parent Stockholder Meeting”). Subject to timely receipt from Nutex and the Nutex Subsidiaries of financial and other information necessary or advisable for inclusion in the Proxy in accordance with the SEC’s disclosure requirements and assuming clearance of the Proxy as set forth in Section 4.10(a) on or before December 31hereof, 2017. If Parent will take, in accordance with the federal securities Laws and its Organizational Documents, including the Parent Certificate of Incorporation and bylaws, all action necessary to (i) duly call and give notice of the Parent Stockholder Approval is not obtained Meeting as soon as practicable, and (ii) duly convene and hold the Parent Stockholder Meeting on or about the anticipated Closing Date but in no event later than thirty (30) calendar days following the date Parent sends notice of the Parent Stockholder Meeting to the Parent Stockholders (with any and all adjournments to occur within such period), to consider and vote upon the adoption of this Agreement and approval of the other transactions contemplated by this Agreement as well as any other such matters. The Parent Board shall (a) recommend to the Parent Stockholders that they adopt this Agreement at the Parent Stockholder Meeting, then Parent will use its commercially reasonable efforts to obtain the Parent Stockholder Approval at the next occurring annual meeting of the stockholders of Parent or, if such annual meeting is not scheduled to be held within six months after the Parent Stockholder Meeting, a special meeting of the stockholders of Parent to be held within six months after the Parent Stockholder Meeting. Parent will hold an annual meeting or special meeting of its stockholders at least once every six months until Parent obtains the Parent Stockholder Approval. The Company acknowledges that, under the NASDAQ Stock Market Rules, the Parent Common Stock Payment Shares will not be entitled to vote on the conversion of the shares of Parent Preferred Stock Payment Shares into shares of Parent Common Stock. The Board of Directors of Parent will recommend to Parent’s stockholders approval of the Preferred Stock Conversion Proposal Meeting and cause the affirmative vote by Xx. Xxx Xxxxxxxx of shares of Parent Common Stock over which he exercises voting authority pursuant to the voting agreement between Parent and Xx. Xxx Xxxxxxxx, dated as of May 22, 2017. In connection with any stockholder meeting at which the Preferred Stock Conversion Proposal is being presented to Parent’s stockholders, Parent will (b) use its reasonable best efforts to obtain from the Parent Stockholders the approval of a proposal to adopt this Agreement at the Parent Stockholder Meeting and to appoint the New Nutex Directors to the Parent Board, effective as of the Closing (the “Parent Stockholder Approval”). Parent and Nutex shall jointly prepare the Parent Stockholder Meeting materials in conjunction with obtaining the Parent Stockholder Approval, including without limitation by issuing one or more news releases recommending that stockholders approve the Preferred Stock Conversion Proposal. Parent intends shall submit this Agreement to call the Parent Stockholders at the Parent Stockholder Meeting even if the Parent Board shall have withdrawn, modified or qualified its recommendation, unless this Agreement has been terminated in accordance with its terms. As soon as reasonable practicable after the Parent Stockholder Meeting, Parent shall deliver to Nutex a special stockholders’ meeting for October 25, 2017 certificate of an authorized officer of Parent certifying as to approve the conversion number of the conditional convertible preferred stock it issued in connection with the acquisition of BarioSurg, Inc. into 5,000,905 shares of Parent Common StockCapital Stock voted and Parent Stockholders voting in favor of, voting against, or abstaining from voting on the transactions contemplated herein and will use its commercially reasonable efforts to obtain an affirmative stockholder vote the terms of that proposal this Agreement, at the meetingParent Stockholder Meeting.

Parent Stockholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent agrees to shall (a) duly give notice of and (b) use commercially reasonable efforts to call duly convene and hold a meeting of the stockholders Parent Stockholders (the “Parent Stockholders Meeting”) in accordance with the Governing Documents of Parent to obtain Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend to the Parent Stockholders (the “Parent Stockholder MeetingBoard Recommendation”), (i) on or before December 31, 2017. If the Parent Stockholder Approval is not obtained at adoption and approval of this Agreement and the Parent Stockholder Meeting, then Parent will use its commercially reasonable efforts to obtain transactions contemplated hereby (including the Parent Stockholder Approval at Mergers) (the next occurring annual meeting “Business Combination Proposal”); (ii) the approval of the stockholders issuance of Parent or, if such annual meeting is not scheduled to be held within six months after the Parent Stockholder Meeting, a special meeting of the stockholders of Parent to be held within six months after the Parent Stockholder Meeting. Parent will hold an annual meeting or special meeting of its stockholders at least once every six months until Parent obtains the Parent Stockholder Approval. The Company acknowledges that, under the NASDAQ Stock Market Rules, the Parent Common Stock Payment Shares will not be entitled to vote on in connection with the conversion of transactions contemplated by this Agreement as required by Nasdaq listing requirements (the shares of Parent Preferred Stock Payment Shares into shares of Parent Common Stock. The Board of Directors of Parent will recommend to Parent’s stockholders “Nasdaq Proposal”); (iii) the adoption and approval of the Preferred Stock Conversion Proposal and cause amendments to the affirmative vote by Xx. Xxx Xxxxxxxx of shares Governing Documents of Parent Common Stock over which he exercises voting authority pursuant contemplated by the Parent Certificate of Incorporation, the Parent Certificate of Designations, and the Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the voting agreement between Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and Xx. Xxx Xxxxxxxx, dated the Company Parties as of May 22, 2017. In necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any stockholder meeting at which of the Preferred Stock Conversion Proposal is being presented foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Meeting (A) to Parent’s stockholders, Parent will use its reasonable best efforts to obtain solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, including (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior to the Parent Stockholders Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, without limitation by issuing one or more news releases recommending that stockholders approve the Preferred Stock Conversion Proposal. Parent intends to call a special stockholders’ meeting for October 25, 2017 to approve the conversion consent of the conditional convertible preferred stock it issued Company Parties, in connection with no event shall Parent adjourn the acquisition Parent Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none of BarioSurgthe Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, Inc. into 5,000,905 shares or propose publicly or by formal action of the Parent Common StockBoard, and will use its commercially reasonable efforts any committee of the Parent Board or Parent to obtain an affirmative stockholder vote withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of that proposal at the meeting.proposals set forth in the Registration Statement / Proxy Statement. 77

Parent Stockholder Approval. Parent agrees shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to use commercially reasonable efforts be disseminated to call Parent Stockholders in compliance with applicable Law, (ii) solely with respect to the Parent Transaction Proposals, duly give notice of and convene and hold a meeting of the its stockholders of Parent to obtain the Parent Stockholder Approval in accordance with Parent’s Governing Documents and Nasdaq Listing Rule 5620(b) (the “Parent Stockholder Stockholders’ Meeting”), for a date no later than 30 Business Days following the date the Registration Statement is declared effective, and (iii) on or before December 31, 2017. If solicit proxies from the Parent Stockholder Approval is not obtained at the Parent Stockholder Meeting, then Parent will use its commercially reasonable efforts to obtain the Parent Stockholder Approval at the next occurring annual meeting of the stockholders of Parent or, if such annual meeting is not scheduled to be held within six months after the Parent Stockholder Meeting, a special meeting of the stockholders of Parent to be held within six months after the Parent Stockholder Meeting. Parent will hold an annual meeting or special meeting of its stockholders at least once every six months until Parent obtains the Parent Stockholder Approval. The Company acknowledges that, under the NASDAQ Stock Market Rules, the Parent Common Stock Payment Shares will not be entitled to vote on the conversion of the shares of Parent Preferred Stock Payment Shares into shares of Parent Common Stock. The Board of Directors of Parent will recommend to Parent’s stockholders approval of the Preferred Stock Conversion Proposal and cause the affirmative vote by Xx. Xxx Xxxxxxxx of shares holders of Parent Common Stock over which he exercises voting authority pursuant to vote in favor of each of the Parent Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through its Board, recommend to the voting agreement between Parent Stockholders the Parent Transaction Proposals, and Xxinclude such recommendation in the Proxy Statement, and the Board of Parent shall not withdraw, amend, qualify or modify its recommendation to the Parent Stockholders that they vote in favor of the Parent Transaction Proposals. Xxx XxxxxxxxXxxxxx agrees to establish a record date for, dated as of May 22duly call, 2017give notice of, convene and hold the Parent Stockholders’ Meeting and submit for approval the Parent Transaction Proposals, in each case in accordance with this Agreement. In connection with any stockholder meeting at which Notwithstanding anything to the Preferred Stock Conversion Proposal is being presented to Parent’s stockholderscontrary contained in this Agreement, Parent will use its reasonable best efforts shall be entitled to obtain postpone or adjourn the Parent Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, including without limitation (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by issuing one or Parent Stockholders prior to the Parent Stockholders’ Meeting; provided, however, that the Parent Stockholders’ Meeting (A) may not be adjourned to a date that is more news releases recommending that stockholders approve than 15 days after the Preferred Stock Conversion Proposaldate for which the Parent Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (B) shall not be held later than three (3) Business Days prior to the Outside Date. Parent intends agrees that it shall provide the holders of shares of Parent Class A Common Stock the opportunity to call a special stockholders’ meeting for October 25, 2017 to approve the conversion elect redemption of the conditional convertible preferred stock it issued such shares of Parent Class A Common Stock in connection with the acquisition of BarioSurgParent Stockholders’ Meeting, Inc. into 5,000,905 shares of Parent Common Stock, and will use its commercially reasonable efforts to obtain an affirmative stockholder vote of that proposal at the meetingas required by Parent’s Governing Documents.

Parent Stockholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent agrees to shall (a) duly give notice of and (b) use commercially reasonable efforts to call duly convene and hold a meeting of the stockholders Parent Stockholders (the “Parent Stockholders Meeting”) in accordance with the Governing Documents of Parent to obtain Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend to the Parent Stockholders (the “Parent Stockholder MeetingBoard Recommendation”), (i) on or before December 31, 2017. If the Parent Stockholder Approval is not obtained at adoption and approval of this Agreement and the Parent Stockholder Meeting, then Parent will use its commercially reasonable efforts to obtain transactions contemplated hereby (including the Parent Stockholder Approval at Mergers) (the next occurring annual meeting “Business Combination Proposal”); (ii) the approval of the stockholders issuance of Parent or, if such annual meeting is not scheduled to be held within six months after the Parent Stockholder Meeting, a special meeting of the stockholders of Parent to be held within six months after the Parent Stockholder Meeting. Parent will hold an annual meeting or special meeting of its stockholders at least once every six months until Parent obtains the Parent Stockholder Approval. The Company acknowledges that, under the NASDAQ Stock Market Rules, the Parent Common Stock Payment Shares will not be entitled to vote on in connection with the conversion of transactions contemplated by this Agreement as required by Nasdaq listing requirements (the shares of Parent Preferred Stock Payment Shares into shares of Parent Common Stock. The Board of Directors of Parent will recommend to Parent’s stockholders “Nasdaq Proposal”); (iii) the adoption and approval of the Preferred Stock Conversion Proposal and cause amendments to the affirmative vote by Xx. Xxx Xxxxxxxx of shares Governing Documents of Parent Common Stock over which he exercises voting authority pursuant contemplated by the Parent Certificate of Incorporation, the Parent Certificate of Designations, and the Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the voting agreement between Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and Xx. Xxx Xxxxxxxx, dated the Company Parties as of May 22, 2017. In necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any stockholder meeting at which of the Preferred Stock Conversion Proposal is being presented foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Meeting (A) to Parent’s stockholders, Parent will use its reasonable best efforts to obtain solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, including (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior to the Parent Stockholders Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, without limitation by issuing one or more news releases recommending that stockholders approve the Preferred Stock Conversion Proposal. Parent intends to call a special stockholders’ meeting for October 25, 2017 to approve the conversion consent of the conditional convertible preferred stock it issued Company Parties, in connection with no event shall Parent adjourn the acquisition Parent Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none of BarioSurgthe Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, Inc. into 5,000,905 shares or propose publicly or by formal action of the Parent Common StockBoard, and will use its commercially reasonable efforts any committee of the Parent Board or Parent to obtain an affirmative stockholder vote withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of that proposal at the meetingproposals set forth in the Registration Statement / Proxy Statement.

Parent Stockholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent agrees to shall (a) duly give notice of and (b) use commercially reasonable efforts to call duly convene and hold a meeting of the stockholders Parent Stockholders (the “Parent Stockholders Meeting”) in accordance with the Governing Documents of Parent to obtain Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend to the Parent Stockholders (the “Parent Stockholder MeetingBoard Recommendation”), (i) on or before December 31, 2017. If the Parent Stockholder Approval is not obtained at adoption and approval of this Agreement and the Parent Stockholder Meeting, then Parent will use its commercially reasonable efforts to obtain transactions contemplated hereby (including the Parent Stockholder Approval at Mergers) (the next occurring annual meeting “Business Combination Proposal”); (ii) the approval of the stockholders issuance of Parent or, if such annual meeting is not scheduled to be held within six months after the Parent Stockholder Meeting, a special meeting of the stockholders of Parent to be held within six months after the Parent Stockholder Meeting. Parent will hold an annual meeting or special meeting of its stockholders at least once every six months until Parent obtains the Parent Stockholder Approval. The Company acknowledges that, under the NASDAQ Stock Market Rules, the Parent Common Stock Payment Shares will not be entitled to vote on in connection with the conversion of transactions contemplated by this Agreement as required by Nasdaq listing requirements (the shares of Parent Preferred Stock Payment Shares into shares of Parent Common Stock. The Board of Directors of Parent will recommend to Parent’s stockholders “Nasdaq Proposal”); (iii) the adoption and approval of the Preferred Stock Conversion Proposal and cause amendments to the affirmative vote by Xx. Xxx Xxxxxxxx of shares Governing Documents of Parent Common Stock over which he exercises voting authority pursuant contemplated by the Parent Certificate of Incorporation and the Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the voting agreement between Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and Xx. Xxx Xxxxxxxx, dated the Company Parties as of May 22, 2017. In necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any stockholder meeting at which of the Preferred Stock Conversion Proposal is being presented foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Meeting (A) to Parent’s stockholders, Parent will use its reasonable best efforts to obtain solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, including (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior to the Parent Stockholders Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, without limitation by issuing one or more news releases recommending that stockholders approve the Preferred Stock Conversion Proposal. Parent intends to call a special stockholders’ meeting for October 25, 2017 to approve the conversion consent of the conditional convertible preferred stock it issued Company Parties, in connection with no event shall Parent adjourn the acquisition Parent Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none of BarioSurgthe Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, Inc. into 5,000,905 shares or propose publicly or by formal action of the Parent Common StockBoard, and will use its commercially reasonable efforts any committee of the Parent Board or Parent to obtain an affirmative stockholder vote withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of that proposal at the meetingproposals set forth in the Registration Statement / Proxy Statement.

Parent Stockholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Parent agrees to shall (a) duly give notice of and (b) use commercially reasonable efforts to call duly convene and hold a meeting of the stockholders Parent Stockholders (the “Parent Stockholders Meeting”) in accordance with the Governing Documents of Parent to obtain Parent, for the purposes of obtaining the Parent Stockholder Approval and, if applicable, any approvals related thereto and providing its Parent Stockholders with the opportunity to elect to effect a Parent Stockholder Redemption. Parent shall, through unanimous approval of its board of directors, recommend to the Parent Stockholders (the “Parent Stockholder MeetingBoard Recommendation”), (i) on or before December 31, 2017. If the Parent Stockholder Approval is not obtained at adoption and approval of this Agreement and the Parent Stockholder Meeting, then Parent will use its commercially reasonable efforts to obtain transactions contemplated hereby (including the Parent Stockholder Approval at Mergers) (the next occurring annual meeting “Business Combination Proposal”); (ii) the approval of the stockholders issuance of Parent or, if such annual meeting is not scheduled to be held within six months after the Parent Stockholder Meeting, a special meeting of the stockholders of Parent to be held within six months after the Parent Stockholder Meeting. Parent will hold an annual meeting or special meeting of its stockholders at least once every six months until Parent obtains the Parent Stockholder Approval. The Company acknowledges that, under the NASDAQ Stock Market Rules, the Parent Common Stock Payment Shares will not be entitled to vote on in connection with the conversion of transactions contemplated by this Agreement as required by Nasdaq listing requirements (the shares of Parent Preferred Stock Payment Shares into shares of Parent Common Stock. The Board of Directors of Parent will recommend to Parent’s stockholders “Nasdaq Proposal”); (iii) the adoption and approval of the Preferred Stock Conversion Proposal and cause amendments to the affirmative vote by Xx. Xxx Xxxxxxxx of shares Governing Documents of Parent Common Stock over which he exercises voting authority pursuant contemplated by the Parent Certificate of Incorporation and the Parent Bylaws (the “Governing Document Proposals”); (iv) the approval of the directors in accordance with Section 5.16 (the “Directors Proposal”); (v) the adoption and approval of the Parent Incentive Equity Plan (the “Equity Incentive Plan Proposal”); (vi) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the voting agreement between Registration Statement / Proxy Statement or in correspondence related thereto; (vii) the adoption and approval of each other proposal reasonably agreed to by Parent and Xx. Xxx Xxxxxxxx, dated the Company Parties as of May 22, 2017. In necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (viii) the adoption and approval of a proposal for the adjournment of the Parent Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any stockholder meeting at which of the Preferred Stock Conversion Proposal is being presented foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that Parent may adjourn the Parent Stockholders Meeting (A) to Parent’s stockholders, Parent will use its reasonable best efforts to obtain solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, including (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that Parent has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Parent Stockholders prior to the Parent Stockholders Meeting; or (D) if the holders of Parent Shares have elected to redeem a number of Parent Shares as of such time that would reasonably be expected to result in the condition set forth in Section 6.3(c) not being satisfied; provided that, without limitation by issuing one or more news releases recommending that stockholders approve the Preferred Stock Conversion Proposal. Parent intends to call a special stockholders’ meeting for October 25, 2017 to approve the conversion consent of the conditional convertible preferred stock it issued Company Parties, in connection with no event shall Parent adjourn the acquisition Parent Stockholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. The Parent recommendation contemplated by the preceding sentence shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, Parent covenants that none of BarioSurgthe Parent Board or Parent nor any committee of the Parent Board shall withdraw or modify, Inc. into 5,000,905 shares or propose publicly or by formal action of the Parent Common StockBoard, and will use its commercially reasonable efforts any committee of the Parent Board or Parent to obtain an affirmative stockholder vote withdraw or modify, in a manner materially adverse to the Company Parties, the Parent Board Recommendation or any other recommendation by the Parent Board or Parent of that proposal at the meeting.proposals set forth in the Registration Statement / Proxy Statement. 77

Parent Stockholder Approval. Parent agrees shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to use commercially reasonable efforts be disseminated to call Parent Stockholders in compliance with applicable Law, (ii) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold a meeting of the its stockholders of Parent to obtain the Parent Stockholder Approval (the “Parent Stockholder Stockholders’ Meeting”) on or before December 31in accordance with Parent’s Governing Documents and the Nasdaq rules and regulations for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective, 2017. If and (iii) solicit proxies from the Parent Stockholder Approval is not obtained at the Parent Stockholder Meeting, then Parent will use its commercially reasonable efforts to obtain the Parent Stockholder Approval at the next occurring annual meeting holders of the stockholders of Parent or, if such annual meeting is not scheduled to be held within six months after the Parent Stockholder Meeting, a special meeting of the stockholders of Parent to be held within six months after the Parent Stockholder Meeting. Parent will hold an annual meeting or special meeting of its stockholders at least once every six months until Parent obtains the Parent Stockholder Approval. The Company acknowledges that, under the NASDAQ Stock Market Rules, the Parent Common Stock Payment Shares will not be entitled to vote on the conversion in favor of each of the shares Transaction Proposals, and (b) provide its shareholders with the opportunity to elect to effect an Parent Stockholder Redemption. Parent shall, through its Board of Directors, recommend to its shareholders the (A) approval of the change of Parent’s name to “Rover Group, Inc.”, (B) amendment and restatement of Parent’s Governing Documents, in substantially the form attached as Exhibits A and B to this Agreement (as may be subsequently amended by mutual written agreement of the Company and Parent Preferred Stock Payment Shares into at any time before the effectiveness of the Registration Statement) in connection with the Merger, including any separate or unbundled proposals as are required to implement the foregoing, (C) the adoption and approval of this Agreement in accordance with applicable Law and Nasdaq rules and regulations, (D) approval of the issuance of shares of Parent Common StockStock in connection with the Merger in accordance with applicable Law and Nasdaq rules and regulations, (E) approval of the adoption by Parent of the equity plans described in Section 6.11, (F) the election of directors effective as of the Closing as contemplated by Section 6.12, (G) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (H) adoption and approval of any other proposals as reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby and (I) adjournment of the Parent Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (I), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Board of Directors of Parent will recommend shall not withdraw, amend, qualify or modify its recommendation to Parent’s stockholders approval the shareholders of Parent that they vote in favor of the Preferred Stock Conversion Proposal and cause Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the affirmative vote by Xx. Xxx Xxxxxxxx of shares shareholders of Parent Common Stock over which he exercises voting authority pursuant described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Parent agrees to establish a record date for, duly call, give notice of, convene and hold the voting agreement between Parent Stockholders’ Meeting and Xx. Xxx Xxxxxxxxsubmit for approval the Transaction Proposals, dated as of May 22, 2017. In connection with any stockholder meeting at which the Preferred Stock Conversion Proposal is being presented (y) Parent agrees to Parent’s stockholders, Parent will use its reasonable best efforts to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting and (z) Parent agrees that if the Parent Stockholder Approval shall not have been obtained at any such Parent Stockholders’ Meeting, then Parent shall promptly continue to take all such necessary actions, including the actions required by this Section 6.7(b), and hold additional Parent Stockholders’ Meetings in order to obtain the Parent Stockholder Approval. Parent may only adjourn the Parent Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, including without limitation (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by issuing one or Parent Stockholders prior to the Parent Stockholders’ Meeting; provided, that the Parent Stockholders’ Meeting (x) may not be adjourned to a date that is more news releases recommending that stockholders approve than fifteen (15) days after the Preferred Stock Conversion Proposaldate for which the Parent Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Parent intends agrees that it shall provide the holders of shares of Parent Class A Common Stock the opportunity to call a special stockholders’ meeting for October 25, 2017 to approve the conversion elect redemption of the conditional convertible preferred stock it issued such shares of Parent Class A Common Stock in connection with the acquisition of BarioSurgParent Stockholders’ Meeting, Inc. into 5,000,905 shares of Parent Common Stock, and will use its commercially reasonable efforts to obtain an affirmative stockholder vote of that proposal at the meetingas required by Parent’s Governing Documents.