Voting Agreement Sample Contracts

THERMOGENESIS Corp. – Cesca Therapeutics Inc. First Amended and Restated Nomination and Voting Agreement (April 18th, 2018)

This First Amended and Restated Nomination and Voting Agreement (this "Agreement") is made as of April 16, 2018 by and between Cesca Therapeutics Inc., a Delaware corporation (the "Company"), and Boyalife (Hong Kong) Limited ("Investor"). The Company and the Investor are referred to herein collectively as, the "Parties". This Agreement amends and restates that certain Nomination and Voting Agreement originally entered into by the Parties and Boyalife Investment Inc. ("Boyalife USA") on February 13, 2016 (the "Original Agreement").

THERMOGENESIS Corp. – Cesca Therapeutics Inc. First Amended and Restated Nomination and Voting Agreement (April 18th, 2018)

This First Amended and Restated Nomination and Voting Agreement (this "Agreement") is made as of April 16, 2018 by and between Cesca Therapeutics Inc., a Delaware corporation (the "Company"), and Boyalife (Hong Kong) Limited ("Investor"). The Company and the Investor are referred to herein collectively as, the "Parties". This Agreement amends and restates that certain Nomination and Voting Agreement originally entered into by the Parties and Boyalife Investment Inc. ("Boyalife USA") on February 13, 2016 (the "Original Agreement").

RMG Networks Holding Corp – Voting Agreement (April 3rd, 2018)

VOTING AGREEMENT, dated as of April 2, 2018, (this "Agreement"), by and among RMG Networks Holding Corporation, a Delaware corporation (the "Company"), and each of the Persons listed on Schedule 1 hereto (each, a "Stockholder").

Heartland Financial USA, Inc. – Voting Agreement (March 19th, 2018)

This VOTING AGREEMENT (this "Agreement") is made and entered into as of December 12, 2017, by and among Heartland Financial USA, Inc., a Delaware corporation ("Heartland"), First Bank Lubbock Bancshares, Inc., a Texas corporation ("FBLB"), Barry Orr, as representative of the Shareholders (as such term is defined in this preamble) (the "Voting Representative") and certain holders of Common Stock (as such term is defined in the Recitals) (referred to herein individually as a "Shareholder" and collectively as the "Shareholders").

HarborOne Bancorp, Inc. – Voting Agreement (March 15th, 2018)

VOTING AGREEMENT (Agreement), dated as of March 14, 2018, by and among HarborOne Bancorp, Inc., a Massachusetts corporation (Buyer), Massachusetts Acquisitions, LLC, a Maryland limited liability company (Merger LLC, collectively with Buyer, Buyers) and the undersigned holder (Stockholder) of common stock, par value $0.01 per share (Common Stock), of Coastway Bancorp, Inc., a Maryland corporation (the Company).

Coastway Bancorp, Inc. – Voting Agreement (March 15th, 2018)

VOTING AGREEMENT (Agreement), dated as of March 14, 2018, by and among HarborOne Bancorp, Inc., a Massachusetts corporation (Buyer), Massachusetts Acquisitions, LLC, a Maryland limited liability company (Merger LLC, collectively with Buyer, Buyers) and the undersigned holder (Stockholder) of common stock, par value $0.01 per share (Common Stock), of Coastway Bancorp, Inc., a Maryland corporation (the Company).

Spotify Technology S.A. – Voting Agreement (March 14th, 2018)
CommerceHub, Inc. – Voting Agreement (March 9th, 2018)

THIS VOTING AGREEMENT (this Agreement) is made and entered into as of March 5, 2018, by and among Great Dane Parent, LLC, a Delaware limited liability company (Parent), solely for purposes of Sections 4, 5 and 9 hereof, CommerceHub, Inc., a Delaware corporation (the Company) and the undersigned stockholder of the Company (Holder).

CommerceHub, Inc. – Voting Agreement (March 9th, 2018)

THIS VOTING AGREEMENT (this Agreement) is made and entered into as of March 5, 2018, by and among Great Dane Parent, LLC, a Delaware limited liability company (Parent), solely for purposes of Sections 4, 5 and 9 hereof, CommerceHub, Inc., a Delaware corporation (the Company) and the undersigned stockholder of the Company (Holder).

Strategic Gaming Investments – Voting Agreement (March 1st, 2018)

THIS VOTING AGREEMENT (this "Agreement") dated as February __, 2018, is made among Shai Lustgarten, David Marin, Kathy Marin, and Quest Solution, Inc., a Delaware corporation (the "Company").

Strategic Gaming Investments – Voting Agreement (March 1st, 2018)

THIS VOTING AGREEMENT (this "Agreement") dated as February 28, 2018, is made among Shai Lustgarten, George Zicman, and Quest Solution, Inc., a Delaware corporation (the "Company").

Strategic Gaming Investments – Voting Agreement (March 1st, 2018)

THIS VOTING AGREEMENT (this "Agreement") dated as February 28, 2018, is made among Shai Lustgarten, Kurt Thomet, and Quest Solution, Inc., a Delaware corporation (the "Company").

Stellar Acquisition III Inc. – Form of Sponsor Voting Agreement (February 28th, 2018)

This Voting Agreement (this "Agreement") is made as of February 27, 2018 by and among (i) Stellar Acquisition III Inc., a Republic of Marshall Islands corporation (together with its successors, including the Successor after the Conversion (as such terms are defined in the Merger Agreement, defined below), the "Purchaser"), (ii) Phunware, Inc., a Delaware corporation (the "Company"), and (iii) the undersigned stockholder ("Holder") of the Purchaser. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

Stellar Acquisition III Inc. – Form of Sponsor Voting Agreement (February 28th, 2018)

This Voting Agreement (this "Agreement") is made as of February 27, 2018 by and among (i) Stellar Acquisition III Inc., a Republic of Marshall Islands corporation (together with its successors, including the Successor after the Conversion (as such terms are defined in the Merger Agreement, defined below), the "Purchaser"), (ii) Phunware, Inc., a Delaware corporation (the "Company"), and (iii) the undersigned stockholder ("Holder") of the Purchaser. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

Spectrum Brands Holdings – Voting Agreement (February 26th, 2018)

WHEREAS, in order to induce the Company and Spectrum Brands Holdings, Inc., a Delaware corporation (Spectrum) to enter into an Agreement and Plan of Merger, dated as of the date hereof (the Merger Agreement) by and among the Company, Spectrum, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the Shares) and that certain share of Series A Participating Convertible Preferred Stock of the Company that the Stockholder beneficially owns (the Preferred Share).

Spectrum Brands Holdings – Voting Agreement (February 26th, 2018)

WHEREAS, in order to induce the Company to enter into an Agreement and Plan of Merger, dated as of the date hereof (the Merger Agreement), by and among the Company, Stockholder, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the Shares).

Voting Agreement (February 26th, 2018)

WHEREAS, in order to induce the Company and Spectrum Brands Holdings, Inc., a Delaware corporation ("Spectrum") to enter into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement") by and among the Company, Spectrum, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the "Shares") and that certain share of Series A Participating Convertible Preferred Stock of the Company that the Stockholder beneficially owns (the "Preferred Share").

Spectrum Brands Holdings – Voting Agreement (February 26th, 2018)

WHEREAS, in order to induce the Company to enter into an Agreement and Plan of Merger, dated as of the date hereof (the Merger Agreement), by and among the Company, Stockholder, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the Shares).

Voting Agreement (February 26th, 2018)

WHEREAS, in order to induce the Company to enter into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), by and among the Company, Stockholder, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the "Shares").

Voting Agreement (February 26th, 2018)

WHEREAS, in order to induce the Company to enter into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), by and among the Company, Stockholder, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the "Shares").

Spectrum Brands Holdings – Voting Agreement (February 26th, 2018)

WHEREAS, in order to induce the Company and Spectrum Brands Holdings, Inc., a Delaware corporation (Spectrum) to enter into an Agreement and Plan of Merger, dated as of the date hereof (the Merger Agreement) by and among the Company, Spectrum, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the Shares).

Voting Agreement (February 26th, 2018)

WHEREAS, in order to induce the Company and Spectrum Brands Holdings, Inc., a Delaware corporation ("Spectrum") to enter into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement") by and among the Company, Spectrum, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the "Shares").

Voting Agreement (February 26th, 2018)

WHEREAS, in order to induce the Company and Spectrum Brands Holdings, Inc., a Delaware corporation ("Spectrum") to enter into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement") by and among the Company, Spectrum, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the "Shares") and that certain share of Series A Participating Convertible Preferred Stock of the Company that the Stockholder beneficially owns (the "Preferred Share").

Voting Agreement (February 26th, 2018)

WHEREAS, in order to induce the Company and Spectrum Brands Holdings, Inc., a Delaware corporation ("Spectrum") to enter into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement") by and among the Company, Spectrum, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the "Shares").

Northwest Indiana Bancorp – Voting Agreement (February 21st, 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 First Personals 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 First Personal.

Northwest Indiana Bancorp – Voting Agreement (February 21st, 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 First Personals 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 First Personal.

Long Island Iced Tea Corp. – Voting Agreement (February 20th, 2018)

This VOTING AGREEMENT (this "Agreement") is entered into as of February 20, 2018 (the "Effective Date") by and between Long Blockchain Corp., a Delaware corporation (the "Company"), Long Island Iced Tea Corp., a Delaware corporation ("SpinCo") and ______________, a stockholder ("Stockholder") of the Company.

Probe Manufacturing – Voting Agreement (February 15th, 2018)

VOTING AGREEMENT, dated as of February 13, 2018 (this "Agreement"), by and among Clean Energy Technologies, Inc, a Nevada corporation (the "Company"), and each of the other parties signatory hereto (each a "Stockholder" and collectively, the "Stockholders").

SAILFISH ENERGY HOLDINGS Corp – Voting Agreement (February 9th, 2018)
SAILFISH ENERGY HOLDINGS Corp – Voting Agreement (February 9th, 2018)
Independent Bank Group Inc – Voting Agreement (January 31st, 2018)

THIS VOTING AGREEMENT (this Voting Agreement) dated November 28, 2017, is executed by and among INDEPENDENT BANK GROUP, INC., a Texas corporation and registered bank holding company with its principal offices in McKinney, Texas (IBG), INTEGRITY BANCSHARES, INC., a Texas corporation with its principal offices in Houston, Texas (IBI), and the shareholders of IBI whose names are set forth on the signature page hereto (individually, a Shareholder and collectively, the Shareholders).

Helios & Matheson North America Inc. – Amendment No. 1 to Voting Agreement (January 19th, 2018)

This Amendment No. 1 to Voting Agreement (the "Amendment") is made and entered into as of January 16, 2018 by and between MoviePass Inc., a Delaware corporation (the "Company"), and Helios and Matheson Analytics Inc., a Delaware corporation ("Helios").

Voting Agreement (January 5th, 2018)

This VOTING AGREEMENT (this Agreement), is dated as of January 5, 2018, by and among Champion Enterprises Holdings, LLC, a Delaware limited liability company (Contributor) and each of the shareholders of Skyline Corporation, an Indiana corporation (Company) listed on the signature pages hereto (each a Shareholder and collectively, the Shareholders). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Exchange Agreement (as defined below) as of the date hereof.

Motus GI Holdings, Inc. – Voting Agreement (January 5th, 2018)

This VOTING AGREEMENT (this "Agreement") is entered into as of December 22, 2016 (the "Effective Date") by and among Motus GI Holdings, Inc., a Delaware corporation (the "Company"), the parties listed as stockholders of Motus GI Medical Technology Ltd. (the "Motus Stockholders") on the signature pages hereto and the parties listed as stockholders of the Company (the "Holdings Stockholders") on the signature pages hereto (each, a "Stockholder" and collectively, the "Stockholders").

Voting Agreement (January 5th, 2018)

This VOTING AGREEMENT (this Agreement), is dated as of January 5, 2018, by and among Champion Enterprises Holdings, LLC, a Delaware limited liability company (Contributor) and each of the shareholders of Skyline Corporation, an Indiana corporation (Company) listed on the signature pages hereto (each a Shareholder and collectively, the Shareholders). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Exchange Agreement (as defined below) as of the date hereof.