Voting Agreement Sample Contracts

Science Applications International Corp – Voting Agreement (September 10th, 2018)

Voting Agreement, dated as of September 9, 2018 (this "Agreement"), by and among Science Applications International Corporation, a Delaware corporation ("Parent"), Engility Holdings, Inc., a Delaware corporation (the "Company"), Birch Partners, LP, a Delaware limited partnership (the "Stockholder"), and, in each case, for purposes of Sections 2.1, 2.3, 5.2, 5.4 and ARTICLE VI only, the KKR Investors (as defined below) and the GA Investors (as defined below).

Engility Holdings, Inc. – Voting Agreement (September 10th, 2018)
Engility Holdings, Inc. – Voting Agreement (September 10th, 2018)
S&W Seed Company – Voting Agreement (September 6th, 2018)

THIS VOTING AGREEMENT (this "Agreement") is entered into as of September 5, 2018, by and among the investors listed on Schedule A hereto (each, an "Investor" and collectively, the "Investors"), S&W Seed Company, a Nevada corporation (the "Company"), and the stockholders of the Company listed on Schedule B hereto (each, a "Stockholder" and collectively, the "Stockholders"). Capitalized terms used herein but not otherwise defined shall have the meaning given to them in the Purchase Agreement (as defined below).

Aytu Bioscience, Inc – Voting Agreement (September 6th, 2018)

THIS VOTING AGREEMENT (this "Agreement"), dated as of April 21, 2015, is made between Rosewind Corporation, a Colorado corporation (the "Company"), and Ampio Pharmaceuticals, Inc., a Delaware corporation (the "Shareholder").

Inmune Bio, Inc. – Inmune Bio Inc. Voting Agreement (August 30th, 2018)

THIS VOTING AGREEMENT (the "Agreement") is made and entered into as of this 3rd day of October, 2017, by and among INmune Bio Inc., a Nevada corporation (the "Company"), those certain holders of the Company's Common Stock listed on Exhibit A hereto (the "Key Holders") and Xencor, Inc. (the "Investor").

Voting Agreement (August 27th, 2018)
Voting Agreement (August 27th, 2018)
Voting Agreement (August 27th, 2018)
Voting Agreement (August 27th, 2018)
Navigators Group, Inc. (The) – Voting Agreement (August 22nd, 2018)
Voting Agreement (August 22nd, 2018)

THIS VOTING AGREEMENT (this "Agreement"), dated as of August 22, 2018, among The Hartford Financial Services Group, Inc., a Delaware corporation ("Parent"), and Stanley A. Galanski ("Stockholder").

Navigators Group, Inc. (The) – Voting Agreement (August 22nd, 2018)
Voting Agreement (August 22nd, 2018)

THIS VOTING AGREEMENT (this "Agreement"), dated as of August 22, 2018, among The Hartford Financial Services Group, Inc., a Delaware corporation ("Parent"), and the Persons executing this Agreement as "Stockholders" on the signature page hereto (each a "Stockholder" and collectively, the "Stockholders").

York Entertainment – Voting Agreement (August 15th, 2018)

THIS VOTING AGREEMENT (this "Agreement"), is made and entered into as of August 8, 2018 by and among John Textor ("Textor") and Alexander Bafer ("Bafer"), each a holder ("Key Holder") of stock in Recall Studios, Inc., a Florida Corporation (the "Company"). This Agreement shall remain in force and effect until the Company has qualified for listing, and is listed for trading, on the New York Stock Exchange, Nasdaq Stock Market or similar national securities exchange, and upon such listing for trading, this Agreement shall automatically and without any further action of any of the parties hereto, terminate and the the rights and obligations under this Agreement shall terminate at such time.

Agiliti, Inc. \De – Voting Agreement (August 14th, 2018)

This VOTING AGREEMENT (this Agreement) is made and entered into as of August 13, 2018, by and among UHS Holdco, Inc., a Delaware corporation (UHS HoldCo), and FS Sponsor LLC, a Delaware limited liability company (the Stockholder).

Fourth Amendment to Voting Agreement (August 14th, 2018)

This Fourth Amendment to Voting Agreement (this "Amendment") is effective as of August 9, 2018 by and between Perceptron, Inc., a Michigan corporation (the Company") and Moab Partners, L.P. and Moab Capital Partners, LLC (collectively, the "Holders"). Capitalized terms not otherwise defined herein have the meanings set forth in the Agreement (as defined below).

Federal Street Acquisition Corp. – Voting Agreement (August 14th, 2018)

This VOTING AGREEMENT (this Agreement) is made and entered into as of August 13, 2018, by and among UHS Holdco, Inc., a Delaware corporation (UHS HoldCo), and FS Sponsor LLC, a Delaware limited liability company (the Stockholder).

Cannae Holdings, Inc. – Voting Agreement (August 13th, 2018)

THIS VOTING AGREEMENT (this "Agreement") is entered into as of April 30, 2018 by and among (i) Ceridian HCM Holding Inc., a Delaware corporation (the "Company"), (ii) Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership, Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership, Thomas H. Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership, Great-West Investors, L.P., a Delaware limited partnership, Putnam Investments Employees' Securities Company III, LLC, a Delaware limited liability company, THL Coinvestment Partners, L.P., a Delaware limited partnership, THL Operating Partners, L.P., a Delaware limited partnership, THL Equity Fund VI Investors (Ceridian), L.P., a Delaware limited partnership, THL Equity Fund VI Investors (Ceridian) II, L.P., a Delaware limited partnership, THL Equity Fund VI Investors (Ceridian) III, LLC, a Delaware limited liability company, THL Equity Fund VI Investors (Ceridian) IV, LLC, a Delaware limited liability company,

Ceridian HCM Holding Inc. – Voting Agreement (August 9th, 2018)
Form of Voting Agreement (August 9th, 2018)

This VOTING AGREEMENT (this Agreement), dated as of [ ], 2018, is by and between OvaScience, Inc., a Delaware corporation (Orion), the Person set forth on Schedule A (the Stockholder), and solely with respect to Section 1.4, Millendo Therapeutics, Inc., a Delaware corporation (the Company).

Form of Voting Agreement (August 9th, 2018)

This VOTING AGREEMENT (this Agreement), dated as of [ ], 2018, is by and between Millendo Therapeutics, Inc., a Delaware corporation (the Company), and the Person set forth on Schedule A (the Stockholder).

Wsfs Financial Corporation – Voting Agreement (August 8th, 2018)

This VOTING AGREEMENT, dated as of [*], 2018 (this "Agreement"), by and among WSFS Financial Corporation ("WSFS"), a Delaware corporation, Beneficial Bancorp, Inc. ("Beneficial"), a Maryland corporation, and the undersigned stockholder [and director][and officer] (the "Stockholder") of WSFS.

Beneficial Bancorp Inc. – Voting Agreement (August 8th, 2018)

This VOTING AGREEMENT, dated as of August 7, 2018 (this Agreement), by and among WSFS Financial Corporation (WSFS), a Delaware corporation, Beneficial Bancorp, Inc. (Beneficial), a Maryland corporation, and the undersigned stockholder [and director][and officer] (the Stockholder) of WSFS.

Wsfs Financial Corporation – Voting Agreement (August 8th, 2018)

This VOTING AGREEMENT, dated as of [*], 2018 (this "Agreement"), by and among WSFS Financial Corporation ("WSFS"), a Delaware corporation, Beneficial Bancorp, Inc. ("Beneficial"), a Maryland corporation, and the undersigned stockholder [and director][and officer] (the "Stockholder") of WSFS.

Beneficial Bancorp Inc. – Voting Agreement (August 8th, 2018)

This VOTING AGREEMENT, dated as of August 7, 2018 (this Agreement), by and among WSFS Financial Corporation (WSFS), a Delaware corporation, Beneficial Bancorp, Inc. (Beneficial), a Maryland corporation, and the undersigned stockholder [and director][and officer] (the Stockholder) of Beneficial.

Beneficial Bancorp Inc. – Voting Agreement (August 8th, 2018)

This VOTING AGREEMENT, dated as of August 7, 2018 (this Agreement), by and among WSFS Financial Corporation (WSFS), a Delaware corporation, Beneficial Bancorp, Inc. (Beneficial), a Maryland corporation, and the undersigned stockholder [and director][and officer] (the Stockholder) of WSFS.

Wsfs Financial Corporation – Voting Agreement (August 8th, 2018)

This VOTING AGREEMENT, dated as of [*], 2018 (this "Agreement"), by and among WSFS Financial Corporation ("WSFS"), a Delaware corporation, Beneficial Bancorp, Inc. ("Beneficial"), a Maryland corporation, and the undersigned stockholder [and director][and officer] (the "Stockholder") of Beneficial.

Beneficial Bancorp Inc. – Voting Agreement (August 8th, 2018)

This VOTING AGREEMENT, dated as of August 7, 2018 (this Agreement), by and among WSFS Financial Corporation (WSFS), a Delaware corporation, Beneficial Bancorp, Inc. (Beneficial), a Maryland corporation, and the undersigned stockholder [and director][and officer] (the Stockholder) of Beneficial.

Wsfs Financial Corporation – Voting Agreement (August 8th, 2018)

This VOTING AGREEMENT, dated as of [*], 2018 (this "Agreement"), by and among WSFS Financial Corporation ("WSFS"), a Delaware corporation, Beneficial Bancorp, Inc. ("Beneficial"), a Maryland corporation, and the undersigned stockholder [and director][and officer] (the "Stockholder") of Beneficial.

Companhia Suzano De Papel E Celulose /Fi – Voting Agreement of Suzano Papel E Celulose S.A. (August 6th, 2018)
Voting Agreement (August 2nd, 2018)

THIS VOTING AGREEMENT (this "Agreement"), dated as of August 2, 2018, is entered into between the undersigned securityholder (the "Securityholder") of Northern Empire Resources Corp., a corporation by governed by the laws of the Province of British Columbia ("Northern Empire") and Coeur Mining, Inc., a corporation governed by the laws of Delaware ("Coeur").

Northwest Indiana Bancorp – Voting Agreement (July 31st, 2018)

This Voting Agreement shall be effective from the date hereof and shall terminate and be of no further force and effect upon the earlier of (a) the consummation of the Holding Company Merger; (b) the termination of the Agreement and Plan of Merger in accordance with its terms; or (c) the taking of such action whereby a majority of AJSBs Board of Directors, in accordance with the terms and conditions of Section 5.06 of the Agreement and Plan of Merger, withdraws its favorable recommendation of the Agreement and Plan of Merger to the stockholders of AJSB.

Northwest Indiana Bancorp – Voting Agreement (July 31st, 2018)

This Voting Agreement shall be effective from the date hereof and shall terminate and be of no further force and effect upon the earlier of (a) the consummation of the Holding Company Merger; (b) the termination of the Agreement and Plan of Merger in accordance with its terms; or (c) the taking of such action whereby a majority of AJSBs Board of Directors, in accordance with the terms and conditions of Section 5.06 of the Agreement and Plan of Merger, withdraws its favorable recommendation of the Agreement and Plan of Merger to the stockholders of AJSB.

Green Bancorp, Inc. – Voting Agreement (July 24th, 2018)

This VOTING AGREEMENT, dated as of July 23, 2018 (this "Agreement"), by and between GREEN BANCORP, INC. ("Green"), a Texas corporation, and the undersigned shareholder and director (the "Shareholder") of VERITEX HOLDINGS, INC. ("Veritex"), a Texas corporation.