Common use of Stockholder Approval Clause in Contracts

Stockholder Approval. The Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock.

Stockholder Approval. The Unless the NYSE informs the Company that the NYSE rules (including Rule 312.03 of the NYSE Listed Company Manual) do not require (whether because the NYSE requirement has been satisfied by prior stockholder approvals, or because of an exception, a waiver or otherwise) approval by the Company’s stockholders of the transactions that are the subject of the Investor Agreements, within 20 days after the date of the Original Agreement, the Company will take all steps necessary or appropriate duly file with the SEC a preliminary proxy statement relating to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain special stockholders meeting at which the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and Company’s stockholders will be asked to approve the transactions contemplated hereunder, and for such other purposes as may be necessary or desirablethat are the subject of the Investor Agreements in accordance with Rule 312.03 of the NYSE Listed Company Manual. The Company will recommend include in the proxy statement the unanimous recommendation of its Board of Directors that the Company’s stockholders vote to its Stockholders the adoption and approval of this Agreement and approve the transactions contemplated hereby and that are the other matters to be submitted to its Stockholders in connection therewithsubject of the Investor Agreements, unless, and solely to the extent, the Board determines, after consultation with counsel, that in the exercise of its fiduciary duties it must withdraw or modify that recommendation. A withdrawal or modification of the recommendation of the Board shall not affect the obligations of the Company to hold the meeting of the Company’s stockholders contemplated by this Agreement. If the preliminary proxy statement has not been filed with the SEC prior to the date of the Original Agreement, the Investors and their counsel shall have the opportunity to review such preliminary proxy statement in advance of the Company filing such preliminary proxy statement with the SEC, and to provide comments thereon, which comments the Company shall give due and reasonable consideration. The Company will provide any comments received from the SEC to the Investors and their counsel as promptly as practicable upon receipt thereof and shall use all its reasonable best efforts to obtain consult with the necessary approvals by its Stockholders of this Agreement Investors and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to calltheir counsel and, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion extent it is not unreasonable for it to do so, to resolve and comply with all comments of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion staff of the shares of LeukoSite Series A Preferred Stock issued pursuant SEC promptly, and to cause the Merger into shares of LeukoSite Common Stock proxy statement to be filed in definitive form and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable distributed to the Company’s stockholders as promptly as practicable, representing at least an aggregate either by mail or by notice of sixty percent (60%) internet access, and in any event within five Business Days after the Company is informed by the staff of the shares of LeukoSite Common Stock outstanding SEC that they have no further comments with regard to the proxy statement. The Company will cause the stockholders meeting to which the proxy statement relates and at which the Closing, Company’s stockholders will be asked to vote such shares of LeukoSite Common Stock in favor of (i) approve the conversion transactions that are the subject of the shares of LeukoSite Series A Preferred Stock issued pursuant Investor Agreements to be held as promptly as practicable and no more than 40 days after the Merger into shares of LeukoSite Common Stock and (ii) Company distributes the issuance of any other Merger Shares issuable pursuant proxy statement to this Agreement in the form of LeukoSite Common Stockits stockholders.

Stockholder Approval. 7.1 The Company will take all steps necessary or appropriate duly hereby agrees to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain seek the necessary consents of Stockholders, Stockholder Approval. As promptly as practicable after the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval execution of this Agreement and Amendment, the transactions contemplated hereby and Company shall file a preliminary information statement related to the other matters to be submitted to its Stockholders in connection therewithStockholder Approval, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or thereafter mail a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing definitive information statement to the Company’s stockholders of LeukoSite that they approve resolutions authorizing (i) in accordance with the conversion rules of the shares of LeukoSite Series A Preferred Stock issued pursuant SEC. If for any reason the Company cannot obtain Stockholder Approval via written consent as contemplated by the Support Agreement (including any objection to such process by the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion staff of the shares Exchange), the Company shall call a special meeting of LeukoSite Series A Preferred Stock issued pursuant to stockholders (the Merger into shares of LeukoSite Common Stock and (ii“Stockholder Meeting”) at the issuance of any other Merger Shares issuable pursuant to this Agreement in earliest practical date following the form of LeukoSite Common Stock. Prior to Closingdetermination that Stockholder Approval by written consent is not feasible, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxiesfile a preliminary and definitive proxy statement for the Stockholder Meeting as promptly as practicable thereafter and shall hold the Stockholder Meeting for the purpose of obtaining Stockholder Approval, in substantially with the form recommendation of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable the Company’s board of directors to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to ’s stockholders that such stockholders vote such shares of LeukoSite Common Stock in favor of (i) the conversion matters contemplated by the Stockholder Approval, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as the Company has historically solicited proxies at its annual meetings of stockholders for management proposals in such proxy statements, and all management-appointed proxyholders shall vote their proxies in favor of such matters. In accordance with the Company’s bylaws and the Listing Rules, the voting standard at the Stockholder Meeting for the proposals to approve the matters contemplated by the Stockholder Approval will be the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. Further and in accordance with the Listing Rules, Purchaser and its Affiliates will be permitted to vote all shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares Company’s common stock owned by them as of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in record date for the form of LeukoSite Common StockStockholder Meeting at such meeting on the matters contemplated by the Stockholder Approval.

Stockholder Approval. The Company will take shall provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than January 15, 2016 (the “Stockholder Meeting Deadline”), a proxy statement, substantially in a form which shall have been previously reviewed by Kxxxxx Xxxx & Wxxxxx LLP, at the expense of the Company but in any event such expense not to exceed $5,000 without the prior written approval of the Company; soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval of the issuance of all steps necessary of the Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations on conversion or appropriate duly exercise set forth in the Notes or Warrants, respectively)(such affirmative approval being referred to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, herein as the case may be“Stockholder Approval”, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunderdate such Stockholder Approval is obtained, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith“Stockholder Approval Date”), and the Company shall use all its reasonable best efforts to obtain the necessary approvals by solicit its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and stockholders' approval of such resolutions authorizing (i) and to cause the conversion Board of Directors of the shares of LeukoSite Series A Preferred Stock issued pursuant Company to recommend to the Merger into shares of LeukoSite Common Stock and (ii) stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the issuance of any other Merger Shares issuable pursuant Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting Deadline, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments or proxiesbe held once in each of the three subsequent calendar quarters thereafter until such Stockholder Approval is obtained. If, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to despite the Company's reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, representing at least the Company shall cause an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, additional Stockholder Meeting to vote be held semi-annually thereafter until such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Approval is obtained.

Stockholder Approval. (a) The Company will take all steps necessary or appropriate duly agrees to call, give notice of, convene include in its proxy statement prepared and hold a Stockholders meeting, or otherwise obtain filed with the necessary consents of Stockholders, as Commission (the case may be, as soon as reasonably practicable “Proxy Statement”) for the purpose 2020 annual meeting of adopting the stockholders of the Company (the “2020 Stockholder Meeting”) a proposal for approval by the holders of Common Stock that is required under the listing standards of NASDAQ (and approving any successor thereto and any other trading market on which the Common Stock is listed), including NASDAQ Stock Market Rule 5635(b) and Rule 5635(d), to approve the issuance of Common Stock in excess of the thresholds set forth in such rules upon exercise of the Warrants or conversion or redemption of the Series B Convertible Preferred Stock of the Company issued to Purchasers pursuant to this Agreement and (the transactions contemplated hereunder“Stockholder Approval”). Subject to the directors’ fiduciary duties, and for such other purposes as may be necessary or desirablethe Proxy Statement shall include the recommendation from the Board of Directors that the stockholders vote in favor of the Stockholder Approval. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all its reasonable best efforts to solicit from the stockholders proxies in favor of the Stockholder Approval and to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated herebyStockholder Approval. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, Each Purchaser acknowledges that no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion votes of the shares of LeukoSite Series A B Convertible Preferred Stock sold and issued pursuant will be counted toward the Stockholder Approval in compliance with NASDAQ Stock Market Rule 5635. Each Purchaser agrees with the Company (but not with each other) that it shall vote or cause to be voted any shares of Common Stock over which it has voting power as of the record date of such annual meeting in favor of the Stockholder Approval. Each Purchaser and its Affiliates agree to furnish to the Merger into shares of LeukoSite Common Company all information concerning such Purchaser and (ii) its Affiliates as the issuance of any other Merger Shares issuable pursuant to this Agreement Company may reasonably request in connection with the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption preparation and approval of such resolutions authorizing (i) the conversion filing of the shares Proxy Statement and any such annual meeting of LeukoSite Series A Preferred Stock issued pursuant the stockholders of the Company. The Company shall respond reasonably promptly to any comments received from the Commission with respect to the Merger into shares Proxy Statement. The Company shall provide to each Purchaser, as promptly as reasonably practicable after receipt thereof, any written comments from the Commission or any written request from the Commission or its staff for amendments or supplements to the Proxy Statement and shall provide each Purchaser with copies of LeukoSite Common Stock all correspondence between the Company, on the one hand, and the Commission and its staff, on the other hand, relating to the Proxy Statement. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (iior, in each case, any amendment or supplement thereto) or responding to any comments of the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingCommission or its staff with respect thereto, LeukoSite and the Company shall use their best provide the Purchasers with a reasonable efforts opportunity to obtain irrevocable binding commitments review and comment on such document or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockresponse.

Stockholder Approval. The Company will take all steps necessary or appropriate duly shall use commercially reasonable efforts to callprovide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”) a proxy statement soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for (i) an amendment to the Company’s articles of incorporation that would increase the number of authorized shares of Common Stock to at least 200,000,000 within one year of the date of the shareholder authorization; and (ii) an amendment to the Company’s articles of incorporation to that would authorize the Company to effect a reverse split of its outstanding shares of Common Stock within one year of the date of the shareholder authorization within a range of one share of Common Stock for every two shares of Common Stock to one share of Common Stock for every 40 shares of Common Stock, give notice of, convene and hold a Stockholders meeting, or otherwise obtain with the necessary consents exact reverse split ratio to be decided by the Board of Stockholders, Directors of the Company prior to the effective time of the reverse stock split amendment (such affirmative approval being referred to herein as the case may be“Stockholder Approval”, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunderdate such Stockholder Approval is obtained, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith“Stockholder Approval Date”), and the Company shall use all its commercially reasonable efforts to obtain solicit its stockholders’ approval of such Stockholder Resolutions and shall cause the necessary approvals by its Stockholders Board of this Agreement and Directors of the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly Company to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing recommend to the stockholders of LeukoSite that they approve resolutions authorizing such Stockholder Resolutions. The Company shall use its commercially reasonable efforts to cause the Stockholder Meeting to be promptly called and held not later than the ninetieth (i90th) day following the conversion Closing Date. Each Buyer agrees to vote all shares of Common Stock it beneficially owns on the record date applicable to the Stockholder Meeting that are eligible to vote in connection with the Stockholder Resolutions in favor of adopting the Stockholder Resolutions. Notwithstanding the foregoing, the Company may obtain the Stockholder Approval through the written consent of holders of a majority of the shares of LeukoSite Series A Preferred Common Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement Company; provided that in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and such case the Company shall will use their best its commercially reasonable efforts to obtain irrevocable binding commitments or proxies, prepare and file with the SEC the preliminary Information Statement in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may accordance with Rule 14C to be acceptable sent to the Company, representing at least an aggregate of sixty percent (60%) Shareholders of the shares of LeukoSite Common Stock outstanding at Company in connection with such written consent no later than the Closing, thirtieth (30th) day following the Closing Date and cause the Stockholder Approval to vote such shares of LeukoSite Common Stock in favor of be effective no later than the ninetieth (i90th) day following the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockClosing Date.

Stockholder Approval. The (a) Subject to Section 4.4(c), the Company will take shall use its Reasonable Best Efforts to obtain, as promptly as practicable following receipt of the California Permit or, if not received, the effective date of the Registration Statement (as hereinafter defined), the Requisite Stockholder Approval, either at a special meeting of stockholders or pursuant to a written stockholder consent, all steps necessary in accordance with the applicable requirements of both the Delaware General Corporation Law and California General Corporation Law. In connection with such special meeting of stockholders or appropriate duly written stockholder consent, the Company shall provide to callits stockholders the Disclosure Statement, give notice of, convene which shall include (A) a summary of the Merger and hold this Agreement (which summary shall include a Stockholders meeting, or otherwise obtain summary of the necessary consents terms relating to the indemnification obligations of the Company Stockholders, as the case may beescrow arrangements and the authority of the Representative, as soon as reasonably practicable for subject to Section 4.4(c), the purpose unanimous recommendation of adopting the Board of Directors of the Company that the Company's stockholders adopt and approving approve this Agreement and the transactions contemplated hereunderMerger and, subject to Section 4.4(c), the conclusion of the Board of Directors that the Merger is fair and in the best interests of the Company and its stockholders, and a statement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms) and (B) a statement that appraisal rights are available for the Company Shares pursuant to Section 262 of the Delaware General Corporation Law and a copy of such Section 262. Each of the Company and the Buyer agrees to cooperate with the other purposes as in the preparation of the Disclosure Statement, including, without limitation, providing promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be necessary required or desirableappropriate for inclusion in the Disclosure Statement, and to cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Disclosure Statement. The Buyer and the Company shall each use Reasonable Best Efforts to cause the Disclosure Statement to comply with applicable federal and state securities laws requirements. The Company will recommend promptly advise the Buyer, and the Buyer will promptly advise the Company, in writing if at any time prior to its Stockholders the adoption Effective Time either the Company or the Buyer, as applicable, shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Disclosure Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Company agrees not to distribute the Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by the Buyer (which approval may not be unreasonably withheld, conditioned or delayed). If the Requisite Stockholder Approval is obtained (i) by means of a written consent, the Company shall send, (X) pursuant to Section 228 and Section 262(d) of the Delaware General Corporation Law, a written notice to all stockholders of the Company that did not execute such written consent informing them that this Agreement and the transactions contemplated hereby Merger were adopted and approved by the other matters to be submitted to its Stockholders in connection therewith, and stockholders of the Company and that appraisal rights are available for their Company Shares pursuant to Section 262 of the Delaware General Corporation Law (which notice shall use include a copy of such Section 262) and (Y) pursuant to Chapter 13 of the California General Corporation Law, as promptly as practicable but not later than 10 days after the date on which the Requisite Stockholder Approval was obtained, a notice to all reasonable efforts stockholders of the Company entitled to obtain the necessary approvals by its Stockholders of vote on this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene Merger that did not execute such written consent informing them that this Agreement and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to Merger were adopted and approved by the stockholders of LeukoSite the Company and that they approve resolutions authorizing (i) the conversion dissenters' rights are available for their Company Shares pursuant to Chapter 13 of the shares California General Corporation Law, which notice shall be accompanied by a copy of LeukoSite Series A Preferred Stock issued pursuant Sections 1300-1304 of the California General Corporation Law, a statement of the price determined by the Company to represent the Merger into shares fair market value of LeukoSite Common their Company Shares and a brief description of the procedure to be followed if such stockholder desires to exercise its dissenters' rights (the "California Dissenters' Rights Notice), or (ii) the issuance at a special meeting of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closingstockholders, LeukoSite and then the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially send the form of either EXHIBIT D-1 or D-2 attached hereto or such other form California Dissenters' Rights Notice as may be acceptable to promptly as practicable but not later than 10 days after the Company, representing at least an aggregate of sixty percent (60%) date on which the Requisite Stockholder Approval was obtained. The Company shall promptly inform the Buyer of the shares of LeukoSite Common Stock outstanding at the Closingdate on which each such notice, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockif applicable, was sent.

Stockholder Approval. The Unless the NYSE informs the Company that the NYSE rules (including Rule 312.03 of the listed company rules) do not require (whether because the NYSE requirement has been satisfied by prior stockholder approvals, or because of an exception, a waiver or otherwise) approval by the Company’s stockholders of the transactions that are the subject of the Investor Agreements, within 20 days after the date of this Agreement, the Company will take all steps necessary or appropriate duly file with the SEC a preliminary proxy statement relating to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain stockholders meeting at which the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and Company’s stockholders will be asked to approve the transactions contemplated hereunder, and for such other purposes as may be necessary or desirablethat are the subject of the Investor Agreements. The Company will recommend include in the proxy statement the recommendation of its Board of Directors that the Company’s stockholders vote to its Stockholders the adoption and approval of this Agreement and approve the transactions contemplated hereby and that are the other matters to be submitted to its Stockholders in connection therewithsubject of the Investor Agreements, unless, and solely to the extent, the Board determines, after consultation with counsel, that in the exercise of its fiduciary duties it must withdraw or modify that recommendation. A withdrawal or modification of the recommendation of the Board shall not affect the obligations of the Company to hold the meeting of the Company’s stockholders contemplated by this Agreement. The Investors and their counsel shall have the opportunity to review such preliminary proxy statement in advance of the Company filing such preliminary proxy statement with the SEC, and to provide comments thereon, which comments the Company shall give due and reasonable consideration. The Company will provide any comments received from the SEC to the Investors and their counsel as promptly as practicable upon receipt thereof and shall use all its reasonable best efforts to obtain consult with the necessary approvals by its Stockholders of this Agreement Investors and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to calltheir counsel and, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion extent it is not unreasonable for it to do so, to resolve and comply with all comments of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion staff of the shares of LeukoSite Series A Preferred Stock issued pursuant SEC promptly, and to cause the Merger into shares of LeukoSite Common Stock proxy statement to be filed in definitive form and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable distributed to the Company’s stockholders as promptly as practicable, representing at least an aggregate of sixty percent (60%) and in any event within five Business Days after the Company is informed by the staff of the shares SEC that they have no further comments with regard to the proxy statement, either by mail or by notice of LeukoSite Common Stock outstanding internet access. The Company will cause the stockholders meeting to which the proxy statement relates and at which the Closing, Company’s stockholders will be asked to vote such shares of LeukoSite Common Stock in favor of (i) approve the conversion transactions that are the subject of the shares of LeukoSite Series A Preferred Stock issued pursuant Investor Agreements to be held as promptly as practicable and no more than 40 days after the Merger into shares of LeukoSite Common Stock and (ii) Company distributes the issuance of any other Merger Shares issuable pursuant proxy statement to this Agreement in the form of LeukoSite Common Stockits stockholders.

Stockholder Approval. The If by [___], 2023 the Company has not effected a reorganization of the Company that results in the Company becoming a wholly owned subsidiary of a newly formed holding company (the “Corporate Reorganization”) with a sufficient number of shares of Common Stock authorized to permit the exercise in full of the Series B Warrants, the Company shall take all corporate action necessary to call a meeting of its stockholders (which may be its annual meeting) (the “Stockholders Meeting” and stockholder approval at such Stockholders Meeting, the “Stockholder Approval”), for the purpose of seeking approval of the Company’s stockholders to either increase the number of shares of Common Stock the Company is authorized to issue or effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock, in either case in an amount sufficient to permit the exercise in full of the Series B Warrants (a “Capital Event”). In connection therewith, the Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable after the Closing Date file with the Commission proxy materials (including a proxy statement and form of proxy) for use at the purpose Stockholders Meeting and, after receiving and promptly responding to any comments of adopting and approving this Agreement and the transactions contemplated hereunderCommission thereon, and for shall as soon as reasonably practicable mail such other purposes as may be necessary or desirableproxy materials to the stockholders of the Company. The Company will recommend to its Stockholders comply with Section 14(a) of the adoption and approval of this Agreement Exchange Act and the transactions contemplated hereby rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and the other matters any form of proxy to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing sent to the stockholders of LeukoSite the Company in connection with the Stockholders Meeting, and the Proxy Statement shall not, on the date that they approve resolutions authorizing the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies in connection with the Capital Event or the Stockholders Meeting which has become materially false or misleading. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or the Subsidiary or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Underwriter thereof. The Company’s Board of Directors shall recommend to the Company’s stockholders that the stockholders vote in favor of the Capital Event at the Stockholders Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the stockholders for the Capital Event. If the Company does not obtain Stockholder Approval for the Capital Event at the Stockholders Meeting, the Company shall call a meeting every four (4) months thereafter to seek Stockholder Approval until the date that Stockholder Approval is obtained. No later than two (2) business days following Stockholder Approval of the Capital Event, the Company shall (i) file with the conversion Secretary of the shares State of LeukoSite Series A Preferred Stock issued pursuant Delaware a certificate of amendment to the Merger into shares Company’s Certificate of LeukoSite Common Incorporation to effect the Capital Event, which certificate of amendment shall provide that it shall become immediately effective upon filing (such effective date, the “Stockholder Approval Date”) and (ii) issue a press release announcing the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion effectiveness of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockCapital Event.

Stockholder Approval. The Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon (a) As promptly as reasonably practicable for after the purpose execution of adopting this Agreement, the Company shall prepare a proxy statement relating to the Company Stockholders' Meeting (as amended or supplemented from time to time, the "Proxy Statement") in preliminary form and approving this Agreement file it with the SEC. The Board shall make the Company Board Recommendation to the Company's stockholders and shall include such recommendation in a proxy statement. Each Investor shall provide to the transactions contemplated hereunder, Company all information concerning such Investor and for such other purposes its respective Affiliates as may be necessary reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC. Each of the Company and each Investor shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or desirablemisleading in any material respect. The Company will recommend shall notify the Investors promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement and shall supply the Investors with copies of all written correspondence between the Company or any of its Stockholders Representatives, on the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewithone hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company shall use all commercially reasonable efforts to obtain respond as promptly as reasonably practicable to any comments received from the necessary approvals by SEC concerning the Proxy Statement and to resolve such comments with the SEC, and shall use commercially reasonable efforts to cause the Proxy Statement to be disseminated to its Stockholders stockholders as promptly as reasonably practicable after the resolution of this Agreement and any such comments. Prior to the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual filing of the Proxy Statement (or a specialany amendment or supplement thereto) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing or any dissemination thereof to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of Company, or responding to any comments from the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingSEC with respect thereto, LeukoSite and the Company shall use their best provide the Investors with a reasonable efforts opportunity to obtain irrevocable binding commitments review and to propose comments on such document or proxiesresponse, which the Company shall consider in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockgood faith.

Stockholder Approval. The Company will take all steps necessary or appropriate duly shall seek, and use its best efforts to callobtain, give notice of, convene and hold a Stockholders meeting, or otherwise obtain on before the necessary consents date that is the 90th day following the date of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and or in the transactions contemplated hereunderevent the proxy materials shall be reviewed by the Commission, and for such other purposes as may be necessary or desirablethe 120th day following the date of this Agreement, stockholder approval of the issuance of the Underlying Shares, which approval shall meet the requirements of Nasdaq's Rule 4350(i) of Nasdaq set forth in the NASD Manual (the "STOCKHOLDER APPROVAL"). The Company will recommend shall use its best efforts to its Stockholders call a meeting of stockholders (the adoption and approval "STOCKHOLDER MEETING") to be held within 75 days after the date of this Agreement Agreement, shall prepare and file with the transactions contemplated hereby and Commission as promptly as practical, but in no event later than 30 days after the other matters date of this Agreement, preliminary proxy materials which set forth a proposal to be submitted to its Stockholders in connection therewithseek the Stockholder Approval, and the Board of Directors shall recommend approval thereof by the Company's stockholders. The Company shall use all reasonable efforts to obtain the necessary approvals by mail and distribute its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, proxy materials for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend Stockholder Meeting to its stockholders at least 30 days prior to the adoption date of the Stockholder Meeting, shall actively solicit proxies to vote for the Stockholder Approval. The Company shall provide the Purchasers an opportunity to review and approval comment on such proxy materials by providing (which may be by e-mail) copies of such resolutions authorizing proxy materials and any revised preliminary proxy materials to the Purchasers a reasonable period of time prior to their filing with the Commission. The Company shall provide the Purchasers (iwhich may be by e-mail) copies of all correspondence from or to the conversion Commission or its staff concerning the proxy materials for the Stockholder Meeting promptly after the same is sent or received by the Company and summaries of any comments of the shares of LeukoSite Series A Preferred Stock issued pursuant Commission staff which the Company receives orally promptly after receiving such oral comments. The Company shall furnish to the Merger into shares Purchasers and Purchaser Counsel (which may be by e-mail) a copy of LeukoSite Common Stock its definitive proxy materials for the Stockholder Meeting and (ii) any amendments or supplements thereto promptly after the issuance same are first used, mailed to stockholders or filed with the Commission, shall inform the Purchasers of the progress of solicitation of proxies for such meeting and shall inform the Purchasers of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) adjournment of the shares Stockholder Meeting and shall report the result of LeukoSite Common Stock outstanding the vote of stockholders on such proposition at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion conclusion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Meeting.

Stockholder Approval. The Unless the NYSE informs the Company that the NYSE rules (including Rule 312.03 of the NYSE Listed Company Manual) do not require (whether because the NYSE requirement has been satisfied by prior stockholder approvals, or because of an exception, a waiver or otherwise) approval by the Company’s stockholders of the transactions that are the subject of the Investor Agreements, within 20 days after the date of this Agreement, the Company will take all steps necessary or appropriate duly file with the SEC a preliminary proxy statement relating to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain special stockholders meeting at which the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and Company’s stockholders will be asked to approve the transactions contemplated hereunder, and for such other purposes as may be necessary or desirablethat are the subject of the Investor Agreements in accordance with Rule 312.03 of the NYSE Listed Company Manual. The Company will recommend include in the proxy statement the unanimous recommendation of its Board of Directors that the Company’s stockholders vote to its Stockholders the adoption and approval of this Agreement and approve the transactions that are the subject of the Investor Agreements, unless, and solely to the extent, the Board determines, after consultation with counsel, that in the exercise of its fiduciary duties it must withdraw or modify that recommendation. A withdrawal or modification of the recommendation of the Board shall not affect the obligations of the Company to hold the meeting of the Company’s stockholders contemplated hereby by this Agreement. The Company will, to the extent it is not unreasonable for it to do so, resolve and comply with all comments of the other matters staff of the SEC promptly, and cause the proxy statement to be submitted to its Stockholders filed in connection therewith, definitive form and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable distributed to the Company’s stockholders as promptly as practicable, representing at least an aggregate either by mail or by notice of sixty percent (60%) internet access, and in any event within five Business Days after the Company is informed by the staff of the shares of LeukoSite Common Stock outstanding SEC that they have no further comments with regard to the proxy statement. The Company will cause the stockholders meeting to which the proxy statement relates and at which the Closing, Company’s stockholders will be asked to vote such shares of LeukoSite Common Stock in favor of (i) approve the conversion transactions that are the subject of the shares of LeukoSite Series A Preferred Stock issued pursuant Investor Agreements to be held as promptly as practicable and no more than 40 days after the Merger into shares of LeukoSite Common Stock and (ii) Company distributes the issuance of any other Merger Shares issuable pursuant proxy statement to this Agreement in the form of LeukoSite Common Stockits stockholders.

Stockholder Approval. The Unless the NYSE informs the Company that the NYSE rules (including Rule 312.03 of the NYSE Listed Company Manual) do not require (whether because the NYSE requirement has been satisfied by prior stockholder approvals, or because of an exception, a waiver or otherwise) approval by the Company’s stockholders of the transactions that are the subject of the Investor Agreements, within 20 days after the date of this Agreement, the Company will take all steps necessary or appropriate duly file with the SEC a preliminary proxy statement relating to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain special stockholders meeting at which the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and Company’s stockholders will be asked to approve the transactions contemplated hereunder, and for such other purposes as may be necessary or desirablethat are the subject of the Investor Agreements in accordance with Rule 312.03 of the NYSE Listed Company Manual. The Company will recommend include in the proxy statement the unanimous recommendation of its Board of Directors that the Company’s stockholders vote to approve the transactions that are the subject of the Investor Agreements, unless, and solely to the extent, the Board determines, after consultation with counsel, that in the exercise of its Stockholders fiduciary duties it must withdraw or modify that recommendation. A withdrawal or modification of the adoption and approval recommendation of the Board shall not affect the obligations of the Company to hold the meeting of the Company’s stockholders contemplated by this Agreement. If the preliminary proxy statement has not been filed with the SEC prior to the date of this Agreement Agreement, the Investors and their counsel shall have the transactions contemplated hereby and opportunity to review such preliminary proxy statement in advance of the other matters to be submitted to its Stockholders in connection therewithCompany filing such preliminary proxy statement with the SEC, and to provide comments thereon, which comments the Company shall give due and reasonable consideration. The Company will provide any comments received from the SEC to the Investors and their counsel as promptly as practicable upon receipt thereof and shall use all its reasonable best efforts to obtain consult with the necessary approvals by its Stockholders of this Agreement Investors and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to calltheir counsel and, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion extent it is not unreasonable for it to do so, to resolve and comply with all comments of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion staff of the shares of LeukoSite Series A Preferred Stock issued pursuant SEC promptly, and to cause the Merger into shares of LeukoSite Common Stock proxy statement to be filed in definitive form and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable distributed to the Company’s stockholders as promptly as practicable, representing at least an aggregate either by mail or by notice of sixty percent (60%) internet access, and in any event within five Business Days after the Company is informed by the staff of the shares of LeukoSite Common Stock outstanding SEC that they have no further comments with regard to the proxy statement. The Company will cause the stockholders meeting to which the proxy statement relates and at which the Closing, Company’s stockholders will be asked to vote such shares of LeukoSite Common Stock in favor of (i) approve the conversion transactions that are the subject of the shares of LeukoSite Series A Preferred Stock issued pursuant Investor Agreements to be held as promptly as practicable and no more than 40 days after the Merger into shares of LeukoSite Common Stock and (ii) Company distributes the issuance of any other Merger Shares issuable pursuant proxy statement to this Agreement in the form of LeukoSite Common Stockits stockholders.

Stockholder Approval. The Each of Company will take all steps necessary or appropriate duly and Parent shall call a meeting of its stockholders to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, be held as soon as reasonably practicable for the purpose of adopting obtaining the requisite stockholder approval required in connection with the Merger, on substantially the terms and conditions set forth in this Agreement, and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable. The Board of Directors of Company shall use its reasonable best efforts to obtain from its stockholders the stockholder vote approving the Merger, on substantially the terms and conditions set forth in this Agreement and Agreement, required to consummate the transactions contemplated hereunderby this Agreement, and for shall recommend such other purposes as may be necessary approval except to the extent expressly permitted under Section 6.10(d). Company shall submit this Agreement to its stockholders at the stockholder meeting even if its Board of Directors shall have withdrawn, modified or desirablequalified its recommendation. The Board of Directors of Company will recommend to its Stockholders has adopted resolutions approving the adoption Merger, on substantially the terms and approval of conditions set forth in this Agreement Agreement, and directing that the transactions contemplated hereby Merger, on such terms and the other matters to conditions, be submitted to its Stockholders in connection therewith, and the Company Company’s stockholders for their consideration. The Board of Directors of Parent shall use all its reasonable best efforts to obtain from its stockholders the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) stockholder vote approving the issuance of any other Merger Shares issuable pursuant to this Agreement Parent Common Stock in the form Merger, on substantially the terms and conditions set forth in this Agreement, required to consummate the issuance of LeukoSite Parent Common StockStock contemplated by this Agreement, and shall recommend such approval except to the extent making such recommendation would cause the Board of Directors of Parent to violate its fiduciary duties to Parent stockholders under applicable law. LeukoSite will recommend Parent shall submit the stock issuance proposal to its stockholders at the adoption stockholder meeting even if its Board of Directors shall have withdrawn, modified or qualified its recommendation. The Board of Directors of Parent has adopted resolutions approving the Merger, on substantially the terms and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock conditions set forth in this Agreement, and (ii) directing that the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Parent Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant Merger, on such terms and conditions, be submitted to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockParent’s stockholders for their consideration.

Stockholder Approval. The Company will take all steps necessary or appropriate duly to Cirracor will, as soon as practicable following the execution of the Merger Agreement, call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain meeting of its stockholders (the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable “Stockholder Meeting”) for the purpose of adopting obtaining the Cirracor Stockholder Approval. As soon as practicable following the later of the Company providing Cirracor (i) the Company’s audited financial statements for use in the Proxy Statement (as defined below) or (ii) all reasonably necessary information regarding the Company as required for disclosure in the Proxy Statement, Cirracor shall file with the S.E.C. a preliminary and approving this Agreement final definitive proxy statement (such preliminary and final definitive proxy statement, and any amendments or supplements thereto, collectively, the “Proxy Statement”) pursuant to Rule 14a-3 under the Exchange Act, and shall cause the Proxy Statement to be mailed to the holders of the Cirracor Stock. Cirracor agrees to provide the Company and its counsel with any written or oral comments Cirracor or its counsel may receive from the S.E.C. with respect to such Proxy Statement promptly after the receipt of such comments. Cirracor shall also provide the Company and its counsel a reasonable opportunity to review each of the filings relating to the Proxy Statement prior to its filing with the S.E.C. or dissemination to the holders of the Cirracor Stock and to participate, including by way of discussions with the S.E.C., in the response of Cirracor to such comments. The Board of Directors of Cirracor will take all lawful action to regarding such approval, including, without limitation, the timely mailing of the Proxy Statement. At the Stockholder Meeting, the Cirracor Stockholder will vote all of its Cirracor Stock in favor of the Reverse Stock Split, the Merger Agreement, the Merger and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirablethereby. The Company will recommend to will, as promptly as practicable following the availability of its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewithaudited financial statements, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold a meeting of its annual (stockholders, or obtain the written consent of the holders of at least a special) stockholders meeting, no later than May 31, 1999majority of the outstanding Company Stock, for the purpose, among other purposes, purpose of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and obtaining the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Approval.

Stockholder Approval. The Company will take all steps necessary shall seek and use its best efforts to obtain, on or appropriate duly to callbefore the date which is 120 days after the Closing Date, give notice ofthe Stockholder Approval of the issuance of the Note, convene and hold a Stockholders meetingthe Interest Notes, or otherwise obtain the necessary consents of StockholdersPreferred Shares, as the case may beDividend Shares, as soon as reasonably practicable for the purpose of adopting and approving this Agreement Warrants and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirableCommon Shares. The Company will recommend to its Stockholders the adoption and approval shall call a meeting of this Agreement and the transactions contemplated hereby and the other matters stockholders to be submitted held within 120 days after the Closing Date, shall prepare and file with the SEC as promptly as practical, but in no event later than 45 days after the Closing Date, preliminary proxy materials which set forth a proposal to seek such Stockholder Approval and shall recommend approval thereof by its Stockholders in connection therewithstockholders. The Company shall provide the Buyer an opportunity to review and comment on such proxy materials by providing copies of such proxy materials and any revised preliminary proxy materials to the Buyer a reasonable period of time prior to their filing with the SEC. The Company shall furnish to the Buyer and its counsel a copy of its definitive proxy materials for such meeting of stockholders and any amendments or supplements thereto promptly after the same are mailed to stockholders or filed with the SEC, shall inform the Buyer of the progress of solicitation of proxies for such meeting and shall inform the Buyer of any adjournment of such meeting and shall report the result of the vote of any stockholders on such proposition on the day such vote is taken. If for any reason the Company fails to obtain such Stockholder Approval, the Company shall use all reasonable efforts be required to obtain redeem the necessary approvals by its Stockholders of this Agreement Note in accordance with Sections 5.1 and 5.2 thereof and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion Preferred Shares in accordance with Section 11 of the shares Statement of LeukoSite Series A Preferred Stock issued pursuant Resolution. As used herein, "Stockholder Approval" shall have the meaning to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement be provided or provided in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite Note and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form Statement of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockResolution.

Stockholder Approval. The Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon As promptly as reasonably practicable for following the purpose date of adopting and approving this Agreement and the transactions contemplated hereunderAgreement, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, any event no later than May 3115, 19992018, for the purposeCompany shall prepare and file with the SEC a definitive proxy statement on Schedule 14A (as amended or supplemented from time to time, among other purposessuch definitive proxy statement the “Proxy Statement”) and hold a meeting of its stockholders no later than June 30, 2018, to obtain the approval of proposing to the its stockholders of LeukoSite that they approve resolutions authorizing (i) the issuance of the Underlying Shares upon conversion of the shares Shares, and such other stockholder approvals as may be required under the rules and regulations of LeukoSite Series A Preferred Stock issued pursuant Nasdaq (such approvals, the “Stockholder Approval”). The Company shall cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company and Investor shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect to the Merger into shares Proxy Statement. The Proxy Statement shall include a recommendation of LeukoSite Common and (ii) the Company’s Board of Directors that the Company’s stockholders vote in favor of the issuance of the Underlying Shares. The Company shall promptly notify the Purchasers in writing upon the receipt of any other Merger Shares issuable pursuant comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant any preliminary proxy statement filed prior to the Merger into shares Proxy Statement or on the Proxy Statement and shall promptly provide the Purchasers with a copy of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and all written correspondence between the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form any representatives of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of on the shares of LeukoSite Common Stock outstanding at one hand, and the ClosingSEC or its staff, to vote such shares of LeukoSite Common Stock in favor of (i) on the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant other hand, with regard to the Merger into shares of LeukoSite Common Stock such materials. The Company shall give the Purchasers and (ii) their counsel a reasonable opportunity to review and comment on any preliminary proxy statement and the issuance of any other Merger Shares issuable pursuant Proxy Statement, including all amendments and supplements thereto, prior to this Agreement in filing such documents with the form of LeukoSite Common StockSEC.

Stockholder Approval. The Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, shall (a) as soon as reasonably practicable practicable, but not later than 30 days after the date hereof, prepare and file a proxy statement with the Commission with respect to the holding of a stockholders' meeting (the "Stockholder Meeting") for the purpose of adopting obtaining stockholder approval ("Stockholder Approval") of, amongst other things, (i) the issuance of the Series B Preferred Stock and approving this Agreement Warrants to the extent required by Applicable Law and NASD rules and regulations, (ii) the transactions contemplated hereunderamendment and restatement of the Company's Certificate of Incorporation in a manner reasonably satisfactory to the Purchaser and to reflect the corporate governance provided for herein, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders (iii) more generally, if requested by the adoption and Purchaser, the approval of this Agreement Agreement, the other Documents and the transactions contemplated hereby and thereby, (b) promptly call and give notice of such meeting following the other matters Commission's clearance of such proxy statement and (c) on or before the fortieth (40th) day following the Commission's clearance of such proxy statement, convene and hold such meeting. The Company shall use its commercially reasonable best efforts to be submitted obtain such Stockholder Approval, including, but not limited to, responding promptly to the Commission's comments in order to obtain clearance of such proxy statement. The Company shall, through its Board of Directors, recommend to its Stockholders in connection therewithstockholders that Stockholder Approval be given, and the Company shall use its best efforts to cause each member of the Company's Board of Directors and all reasonable other Key Stockholders to vote their shares of Common Stock to approve the items set forth in clause (a) of this Section 5.7. The Company shall otherwise use its best efforts to obtain the necessary approvals by requisite vote of its Stockholders stockholders to obtain the Stockholder Approval. The Company shall afford the Purchaser and its counsel an opportunity to review and comment upon any description of the Purchaser or its Affiliates, this Agreement and Agreement, the other Documents or the transactions contemplated herebyhereby and thereby set forth in such proxy statement (including all drafts or amendments thereto). LeukoSite will take The Purchaser shall provide the Company with all steps necessary or appropriate duly information reasonably requested with respect to call, give notice of, convene itself and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, Affiliates solely for inclusion by the purpose, among other purposes, of proposing to Company in such proxy statement. The Company shall notify the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion Purchaser promptly of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Commission or its staff, on the other Merger Shares issuable pursuant hand, with respect to this Agreement such proxy statement. If at any time prior to such stockholders meeting there shall occur any event that would be required, under the Exchange Act and the rules and regulations thereunder, to be set forth in an amendment or supplement to such proxy statement, the form of LeukoSite Common Stock. LeukoSite Company will recommend promptly prepare and mail to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments an amendment or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stocksupplement.

Stockholder Approval. The Company will take shall provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholder of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than September 15, 2008 (the “Stockholder Meeting Deadline”), a proxy statement, substantially in the form which has been previously reviewed by the Buyers and a counsel of their choice, at the expense of the Company not to exceed $10,000, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the Company’s issuance of all steps necessary or appropriate duly of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, herein as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith“Stockholder Approval”), and the Company shall use all reasonable its best efforts to obtain the necessary approvals by solicit its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and stockholders’ approval of such resolutions authorizing (i) and to cause the conversion Board of Directors of the shares of LeukoSite Series A Preferred Stock issued pursuant Company to recommend to the Merger into shares of LeukoSite Common Stock and (ii) stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the issuance of any other Merger Shares issuable pursuant Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting Deadline, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments or proxiesbe held each twelve month period thereafter until such Stockholder Approval is obtained, in substantially provided that if the form Board of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable Directors of the Company does not recommend to the Companystockholders that they approve the Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, representing at least or the Notes are no longer outstanding, the Company shall cause an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, additional Stockholder Meeting to vote be held each calendar quarter thereafter until such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Approval is obtained.

Stockholder Approval. 11.1 The Company will take all steps necessary or appropriate duly hereby agrees to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain seek the necessary consents of Stockholders, Sixth Amendment Stockholder Approval. As promptly as practicable after the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval execution of this Agreement and Amendment, the transactions contemplated hereby and Company shall file a preliminary information statement related to the other matters to be submitted to its Stockholders in connection therewithSixth Amendment Stockholder Approval, and the Company shall use all reasonable efforts thereafter mail a definitive information statement to the Company’s stockholders in accordance with the rules of the SEC. If for any reason the Company cannot obtain the necessary approvals Sixth Amendment Stockholder Approval via written consent (including any objection to such process by its Stockholders the staff of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to callExchange), give notice of, convene and the Company shall hold its annual (meeting of stockholders or a specialspecial meeting of stockholders (each, the “Sixth Amendment Stockholder Meeting”) stockholders meeting, no at the earliest practical date following the determination that the Sixth Amendment Stockholder Approval by written consent is not feasible (and in event not later than May 3160 days after the date hereof (the “Stockholder Meeting Deadline”), 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxiesfile a preliminary and definitive proxy statement for the Sixth Amendment Stockholder Meeting as promptly as practicable thereafter and shall hold the Sixth Amendment Stockholder Meeting for the purpose of obtaining the Sixth Amendment Stockholder Approval, in substantially with the form recommendation of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable the Company’s board of directors to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to ’s stockholders that such stockholders vote such shares of LeukoSite Common Stock in favor of (i) the conversion matters contemplated by the Sixth Amendment Stockholder Approval, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as the Company has historically solicited proxies at its annual meetings of stockholders for management proposals in such proxy statements, and all management-appointed proxyholders shall vote their proxies in favor of such matters. If, despite the Company's reasonable best efforts the Sixth Amendment Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional stockholder meeting to be held within 90 days after the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Sixth Amendment Stockholder Approval is not obtained at such subsequent stockholder meeting, the Company shall cause an additional stockholder meeting to be held semi-annually thereafter until the Sixth Amendment Stockholder Approval is obtained. In accordance with the Company’s bylaws and the Listing Rules, the voting standard at the Sixth Amendment Stockholder Meeting for the proposals to approve the matters contemplated by the Sixth Amendment Stockholder Approval will be the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. Further and in accordance with the Listing Rules, Purchaser and its Affiliates will be permitted to vote all shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares Company’s common stock owned by them as of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in record date for the form of LeukoSite Common StockSixth Amendment Stockholder Meeting at such meeting on the matters contemplated by the Sixth Amendment Stockholder Approval.

Stockholder Approval. The Company will take all steps necessary or appropriate duly shall include a proposal in the definitive proxy statement for its annual stockholder meeting for 2023 (the “2023 Annual Meeting”), in a form to callbe reviewed by Eclipse and its representatives, give notice of, convene and hold a Stockholders meeting, or otherwise obtain soliciting approval by the necessary consents Company’s stockholders of Stockholders, as the case may be, as soon as reasonably practicable an affirmative vote for such meeting for approval of resolutions providing for the purpose Company’s issuance of adopting Company Common Stock in excess of the Individual Holder Share Cap (as defined in the Certificate of Designation and approving this Agreement Warrant) such that such Individual Holder Share Cap shall no longer apply in accordance with applicable law and the transactions contemplated hereunderrules and regulations of the NYSE (the “Stockholder Approval”). If the Stockholder Approval is not obtained at the 2023 Annual Meeting, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all commercially reasonable efforts to call a special stockholder meeting within four (4) months of the 2023 Annual Meeting to obtain the necessary approvals by its Stockholders of this Agreement Stockholder Approval as contemplated and if the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to callStockholder Approval is not obtain at such special meeting, give notice of, convene and hold the Company shall again include the Stockholder Approval for its annual (or a special) stockholders stockholder meeting for 2024. For each such meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing Company shall use commercially reasonable effectors to solicit the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing in connection with the Stockholder Approval including, without limitation, by (i) the conversion including a unanimous recommendation of the shares Company’s board of LeukoSite Series A Preferred Stock issued pursuant directors for stockholders to approve the Merger into shares of LeukoSite Common Stock and Stockholder Approval in the applicable proxy statement, (ii) using commercially reasonable efforts to ensure a quorum is present at the issuance stockholder meeting, (iii) using commercially reasonable efforts to cause the Company’s officers and directors to vote their shares of Company Common Stock in accordance with the Board of Director’s recommendation at such stockholder meeting and (iv) considering the reasonable comments of Eclipse and its representatives on the proxy materials and any related communications or other Merger Shares issuable materials in connection with the meeting and the Stockholder Approval. For the avoidance of debt, the Company shall pay all expenses incurred by it pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockSection 4.14.

Stockholder Approval. (a) The Company will shall duly take all steps necessary or appropriate duly lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable following the date upon which the Form S-4 becomes effective (the “Company Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable Meeting”) for the purpose of adopting and approving obtaining the Required Company Vote and, subject to Section 7.3(b), shall take all lawful action to solicit the adoption of this Agreement and the transactions contemplated hereunder, and for by such other purposes as may be necessary or desirablestockholders. The board of directors of the Company will shall recommend adoption of this Agreement by the stockholders of the Company (the “Company Recommendation”) in the Proxy Statement/Prospectus and shall not directly or indirectly (x) withdraw, modify or qualify in any manner adverse to its Acquiror such recommendation or (y) take any other action or make any other public statement in connection with the Company Stockholders Meeting, or in reference to an Acquisition Proposal (as defined in Section 7.4(b)), that is inconsistent with such recommendation (any action or public statement described in clause (x) or (y) being referred to as a “Change in Company Recommendation”), except as and to the extent expressly permitted by Section 7.3(b). Unless this Agreement is terminated in accordance with Section 9.1, this Agreement shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of voting on the adoption and approval of this Agreement and nothing contained herein shall be deemed to relieve the transactions contemplated hereby and Company of such obligation; provided, however, that if the other matters to be submitted to its Stockholders in connection therewith, and board of directors of the Company shall use all reasonable efforts to obtain have effected a Change in Company Recommendation, then the necessary approvals by its Stockholders board of directors of the Company may submit this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the Company’s stockholders without recommendation (although the resolutions adopting this Agreement as of LeukoSite that they approve resolutions authorizing the date hereof may not be rescinded or amended), in which event the board of directors of the Company may communicate the basis for its lack of a recommendation to the Company’s stockholders in the Form S-4 or an appropriate amendment or supplement thereto to the extent required by applicable Law. In addition to the foregoing, unless this Agreement is terminated in accordance with Section 9.1, (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant Company shall not submit to the vote of its stockholders any Acquisition Proposal other than the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant Company shall not (without Acquiror’s prior written consent) adjourn, postpone or cancel (or propose to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (iadjourn, postpone or cancel) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant Company Stockholders Meeting, except to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts extent required to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockRequired Company Vote.

Stockholder Approval. (i) The Company will take all steps necessary shall provide each stockholder entitled to vote at a special or appropriate duly annual meeting of stockholders of the Company (the "Stockholder Meeting"), which initially shall be promptly called and held not later than seventy-five (75) calendar days following the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, substantially in the form which has been previously reviewed by the Buyers and Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the increase in the authorized Common Stock from 98,000,0000 shares to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, 300,000,000 shares (such affirmative approval being referred to herein as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement "Stockholder Approval" and the transactions contemplated hereunderdate such approval is obtained, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith"Stockholder Approval Date"), and the Company shall use all its reasonable best efforts to solicit its stockholders' approval of the Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the necessary approvals Stockholder Approval by its Stockholders the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each twelve month period thereafter until such Stockholder Approval is obtained, provided that if the Board of this Agreement and Directors of the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing Company does not recommend to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of Resolutions at any such Stockholder Meeting and the shares of LeukoSite Series A Preferred Stock issued pursuant to Stockholder Approval is not obtained, or the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingNotes are no longer outstanding, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or be held each calendar quarter thereafter until such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Approval is obtained.

Stockholder Approval. The Company will take all steps necessary or appropriate duly shall use commercially reasonable efforts to callprovide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”) a proxy statement soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for (i) an amendment to the Company’s articles of incorporation that would increase the number of authorized shares of Common Stock to at least 200,000,000 within one year of the date of the shareholder authorization; and (ii) an amendment to the Company’s articles of incorporation to that would authorize the Company to effect a reverse split of its outstanding shares of Common Stock within one year of the date of the shareholder authorization within a range of one share of Common Stock for every two shares of Common Stock to one share of Common Stock for every 40 shares of Common Stock, give notice of, convene and hold a Stockholders meeting, or otherwise obtain with the necessary consents exact reverse split ratio to be decided by the Board of Stockholders, Directors of the Company prior to the effective time of the reverse stock split amendment (such affirmative approval being referred to herein as the case may be“Stockholder Approval”, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunderdate such Stockholder Approval is obtained, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith“Stockholder Approval Date”), and the Company shall use all its commercially reasonable efforts to obtain solicit its stockholders’ approval of such Stockholder Resolutions and shall cause the necessary approvals by its Stockholders Board of this Agreement and Directors of the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly Company to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing recommend to the stockholders of LeukoSite that they approve resolutions authorizing such Stockholder Resolutions. The Company shall use its commercially reasonable efforts to cause the Stockholder Meeting to be promptly called and held not later than the ninetieth (i90th) day following the conversion Closing Date. The Buyer agrees to vote all shares of Common Stock it beneficially owns on the record date applicable to the Stockholder Meeting that are eligible to vote in connection with the Stockholder Resolutions in favor of adopting the Stockholder Resolutions. Notwithstanding the foregoing, the Company may obtain the Stockholder Approval through the written consent of holders of a majority of the shares of LeukoSite Series A Preferred Common Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement Company; provided that in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and such case the Company shall will use their best its commercially reasonable efforts to obtain irrevocable binding commitments or proxies, prepare and file with the SEC the preliminary Information Statement in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may accordance with Rule 14C to be acceptable sent to the Company, representing at least an aggregate of sixty percent (60%) Shareholders of the shares of LeukoSite Common Stock outstanding at Company in connection with such written consent no later than the Closing, thirtieth (30th) day following the Closing Date and cause the Stockholder Approval to vote such shares of LeukoSite Common Stock in favor of be effective no later than the ninetieth (i90th) day following the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockClosing Date.

Stockholder Approval. The Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain After the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval date of this Agreement and on or before the transactions contemplated hereby 45th day following the Public Announcement (the “Stockholder Meeting Deadline”), the Company shall, at its own expense, hold an annual or special meeting of stockholders (the “Stockholder Meeting”), the proxy statement for which shall solicit the affirmative approval of the Company’s stockholders of the Company’s issuance of all of the Milestone Securities (and shares of Common Stock issuable upon conversion or exercise thereof) at the other matters Alternative Milestone Price (based on the formula set forth in the definition of Alternative Milestone Price) to be submitted the extent the Milestone Price is the Alternative Milestone Price pursuant to its Stockholders the terms of this Agreement, in connection therewithaccordance with applicable law and Nasdaq Listing Rule 5635 (such affirmative approval being referred to herein as the “Stockholder Approval”), and the Company shall use all its reasonable best efforts to solicit the Stockholder Approval and to cause the Board of Directors of the Company to recommend the Stockholder Approval to the Company’s stockholders entitled to vote at the Stockholder Meeting. The Company shall be obligated to use its reasonable best efforts to obtain the necessary approvals Stockholder Approval by its Stockholders of this Agreement and the transactions contemplated herebyStockholder Meeting Deadline. LeukoSite will take all steps necessary If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing prior to the stockholders of LeukoSite that they approve resolutions authorizing Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (i3) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant months thereafter until such Stockholder Approval is obtained. Notwithstanding anything to the Merger into shares of LeukoSite Common and (ii) contrary contained in this Section 4.8, the issuance of any other Merger Shares issuable pursuant Company shall have no obligation to this Agreement in solicit or obtain the form of LeukoSite Common Stock. LeukoSite will recommend Stockholder Approval if the Milestone Price is determined to its stockholders be the adoption and approval of such resolutions authorizing (i) Initial Closing Price rather than the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingAlternative Milestone Price, LeukoSite and the Company shall use their best reasonable efforts have no obligation to solicit or obtain irrevocable binding commitments or proxiesthe Stockholder Approval after March 31, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock2020.

Stockholder Approval. (a) The Company will take shall use its Reasonable Best Efforts to obtain, immediately following the execution and delivery of this Agreement, the Requisite Stockholder Approval, either at a special meeting of stockholders or pursuant to a written stockholder consent, all steps necessary in accordance with the applicable requirements of the DGCL. In connection with such special meeting of stockholders or appropriate duly written stockholder consent, the Company shall provide to callits stockholders (promptly after the date hereof) the Disclosure Statement, give notice ofwhich shall include (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Holders, convene the escrow arrangements and hold the authority of the Holder Agent, and a Stockholders meetingstatement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms), and (B) a statement that appraisal or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable dissenters’ rights are available for the purpose Company Shares pursuant to Section 262 of adopting the DGCL and approving a correct and complete copy of such Section 262. The Buyer agrees to reasonably cooperate with the Company in the preparation of the Disclosure Statement. The Company agrees not to distribute the Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by the Buyer (which approval may not be unreasonably withheld, conditioned or delayed). If the Requisite Stockholder Approval is obtained by means of a written consent, the Company shall send, pursuant to Sections 228 and 262(d) of the DGCL, a written notice to all stockholders of the Company that did not execute such written consent informing them that this Agreement and the transactions contemplated hereunderMerger were adopted and approved by the stockholders of the Company and that appraisal rights are available for their Company Shares pursuant to Section 262 of the DGCL (which notice shall include a correct and complete copy of such Section 262), and for shall promptly inform the Buyer of the date on which such other purposes as may be necessary or desirablenotice was sent. The Company, acting through its Board of Directors, shall include in the Disclosure Statement the unanimous recommendation of its Board of Directors that the stockholders of the Company will recommend to its Stockholders vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion approval of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockMerger.

Stockholder Approval. The In consultation with the Purchaser, the Company will shall use its best efforts to obtain the Stockholder Approval as promptly as practicable after the date hereof. Without limiting the generality of the foregoing, (i) the Company shall promptly file preliminary proxy solicitation materials with the SEC, promptly respond to any comments from the staff of the SEC in connection therewith and take all steps necessary or appropriate duly other actions to callrelease such materials for delivery to the Company’s stockholders as promptly as practicable, give notice of(ii) the Company shall call a meeting of the Company’s stockholders to be held as promptly as practicable after the release of such proxy solicitation materials and (iii) unless the Board determines in good faith that doing so would be inconsistent with its fiduciary duties under applicable Law, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will Board shall recommend to the Company’s stockholders that they grant the Stockholder Approval (and shall not revoke or rescind its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, recommendation) and the Company shall include the Board’s recommendation in such proxy solicitation materials. The Company shall provide the Purchaser and its counsel with drafts of all proxy solicitation materials sufficiently in advance of their filing to permit the Purchaser and its counsel to review and comment thereon, shall promptly advise the Purchaser of any communications from the staff of the SEC regarding such proxy solicitation materials and promptly provide the Purchaser and its counsel with copies of any written comments or other communications from the SEC’s staff regarding such proxy solicitation materials. The Company shall use all reasonable efforts in good faith to incorporate any comments provided by the Purchaser regarding such proxy solicitation materials. If advisable, the Company shall retain a proxy solicitation firm to assist in the solicitation of proxies in connection with the Stockholder Approval. The Purchaser shall reasonably cooperate with the Company in connection with its efforts to obtain the necessary approvals Stockholder Approval, including by its Stockholders of this Agreement and providing any information regarding the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly Purchaser that may be required to callbe included in any proxy solicitation materials, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for provided that neither Purchaser shall be required to agree to any change in the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion terms of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of Perseus Securities or any other Merger Shares issuable pursuant modification or amendment to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of or any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockTransaction Document.

Stockholder Approval. The Company Parent will take all steps necessary or appropriate duly provide each stockholder entitled to callvote at a special meeting of stockholders of Parent (the “Stockholders Meeting”), give notice ofwhich will be promptly called and held no later than ninety (90) days following the Closing Date (subject to extension for any SEC review) (the “Stockholder Meeting Deadline”), convene a proxy statement meeting the requirements of Section 14 of the Exchange Act, and hold a Stockholders meetingthe related rules and regulations promulgated thereunder (the “Proxy Statement”) soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions approving Parent’s ability to issue any of the Milestone Payments, or otherwise obtain portions thereof, in shares of Parent Common Stock in accordance with applicable law, the necessary consents rules and regulations of Stockholdersthe Exchange, as the case may be, as soon as reasonably practicable for the purpose Parent’s certificate of adopting incorporation and approving this Agreement by-laws and the transactions contemplated hereunderDGCL (“Stockholder Approval”), and for Parent will use its commercially reasonable efforts to solicit the Stockholder Approval of such other purposes as may be necessary or desirable. The Company will resolutions and to cause the board of directors of Parent to recommend to the stockholders that they approve such resolutions. For the avoidance of doubt, none of the Members receiving Parent Common Stock as Closing Merger Consideration will be entitled to vote at any such Stockholders Meeting. Parent will keep Member Representative apprised of the status of matters relating to the Proxy Statement and the Stockholders Meeting, including promptly furnishing Member Representative and its counsel with copies of notices or other communications related to the Proxy Statement, the Stockholders the adoption and approval of this Agreement and Meeting or the transactions contemplated hereby and received by Parent from the other matters SEC or the Exchange. If, despite Parent’s commercially reasonable efforts, Stockholder Approval is not obtained on or prior to be submitted to its Stockholders in connection therewiththe Stockholder Meeting Deadline, and the Company shall use all reasonable efforts not thereafter have any obligation to continue to try to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockapproval.

Stockholder Approval. (a) The Company will shall duly take all steps necessary or appropriate duly lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable following the date upon which the Form S-4 becomes effective (the “Company Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable Meeting”) for the purpose of adopting and approving obtaining the Required Company Vote and, subject to Section 7.3(b), shall take all lawful action to solicit the adoption of this Agreement and the transactions contemplated hereunder, and for by such other purposes as may be necessary or desirablestockholders. The board of directors of the Company will shall recommend adoption of this Agreement by the stockholders of the Company (the “Company Recommendation”) in the Proxy Statement/Prospectus and shall not directly or indirectly (x) withdraw, modify or qualify in any manner adverse to its Acquiror such recommendation or (y) take any other action or make any other public statement in connection with the Company Stockholders Meeting, or in reference to an Acquisition Proposal (as defined in Section 7.4(b)), that is inconsistent with such recommendation (any action or public statement described in clause (x) or (y) being referred to as a “Change in Company Recommendation”), except as and to the extent expressly permitted by Section 7.3(b). Notwithstanding any Change in Company Recommendation, this Agreement shall be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of voting on the adoption and approval of this Agreement and nothing contained herein shall be deemed to relieve the transactions contemplated hereby and Company of such obligation; provided, however, that if the other matters to be submitted to its Stockholders in connection therewith, and board of directors of the Company shall use all reasonable efforts to obtain have effected a Change in Company Recommendation, then the necessary approvals by its Stockholders board of directors of the Company may submit this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent ’s stockholders without recommendation (60%) although the resolutions adopting this Agreement as of the shares date hereof may not be rescinded or amended), in which event the board of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion directors of the shares Company may communicate the basis for its lack of LeukoSite Series A Preferred Stock issued pursuant a recommendation to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement Company’s stockholders in the form of LeukoSite Common StockProxy Statement/Prospectus and the Form S-4 or an appropriate amendment or supplement thereto to the extent required by applicable Law.

Stockholder Approval. The Company will take all steps necessary or appropriate duly to callshall prepare and file with the SEC, give notice ofas promptly as practicable after the date hereof but in no event later than twenty (20) days after the date hereof, convene an information statement (the "INFORMATION STATEMENT"), substantially in the form that has been previously reviewed and hold reasonably approved by the Initial Purchasers and a Stockholders meetingcounsel of their choice, or otherwise obtain informing the necessary stockholders of the Company of the receipt of the consents of Stockholders, as the case may be, as soon as reasonably practicable for requisite stockholders approving resolutions increasing the purpose authorized number of adopting and approving this Agreement and shares of common stock from 15,000,000 shares to 60,000,000 shares (the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable"STOCKHOLDER APPROVAL"). The Company will recommend shall prepare and file with the SEC a preliminary proxy statement with respect to its Stockholders a special or annual meeting of the adoption stockholders of the Company (the "STOCKHOLDER MEETING"), which shall be promptly called and held not later than June 30, 2006 (the "STOCKHOLDER MEETING DEADLINE") soliciting each such stockholder's affirmative vote for approval of, to the extent not previously adopted, the amended forms of this Agreement Certificate of Incorporation and By-Laws of the transactions contemplated hereby Company in substantially the forms attached as Exhibit Q and Exhibit R hereto, respectively (such affirmative approval being referred to herein as the other matters to be submitted to its Stockholders in connection therewith"STOCKHOLDER CONSENT"), and the Company shall use all reasonable its best efforts to obtain the necessary approvals by solicit its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and stockholders' approval of such resolutions authorizing (i) and to cause the conversion Board of Directors of the shares of LeukoSite Series A Preferred Stock issued pursuant Company to recommend to the Merger into shares of LeukoSite Common Stock and (ii) stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the issuance of any other Merger Shares issuable pursuant Stockholder Consent by the Stockholder Meeting Deadline. If, despite the Company's best efforts the Stockholder Consent is not obtained on or prior to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting Deadline, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or be held each calendar quarter thereafter until such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Consent is obtained.

Stockholder Approval. The Each of the Company and ABI will take all steps necessary or appropriate to duly to call, give notice of, convene and hold a Stockholders stockholders meeting, or otherwise and/or obtain the necessary written consents of Stockholdersits stockholders in accordance with the DGCL, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Board of Directors of the Company will recommend to its Stockholders stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders stockholders in connection therewith, and except to the extent that legal counsel to the Company provides legal advice to such Board of Directors that such recommendation would cause such Board of Directors to breach its fiduciary duties, in which case the Company shall use all reasonable efforts not be required to obtain the necessary approvals by its Stockholders make such recommendation. The Board of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, Directors of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite ABI will recommend to its stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its stockholders in connection therewith, except to the extent that legal counsel to ABI provides legal advice to such resolutions authorizing (i) the conversion Board of Directors that such recommendation would cause such Board of Directors to breach its fiduciary duties, in which case ABI shall not be required to make such recommendation. Each of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock Company and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company ABI shall use their all reasonable best reasonable efforts to obtain irrevocable binding commitments or proxiesthe necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby, in substantially including the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Companyapproval, representing at least an aggregate of sixty percent (60%) execution and delivery of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockC Investment Documents.

Stockholder Approval. The Each of Company will take all steps necessary or appropriate duly and Parent shall call a meeting of its stockholders to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, be held as soon as reasonably practicable for the purpose of adopting obtaining the requisite stockholder approval required in connection with the Merger, on substantially the terms and conditions set forth in this Agreement, and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable. The Board of Directors of Company shall use its reasonable best efforts to obtain from its stockholders the stockholder vote approving the Merger, on substantially the terms and conditions set forth in this Agreement and Agreement, required to consummate the transactions contemplated hereunderby this Agreement, and for shall recommend such other purposes as may be necessary approval except to the extent expressly permitted under Section 6.10(d) . Company shall submit this Agreement to its stockholders at the stockholder meeting even if its Board of Directors shall have withdrawn, modified or desirablequalified its recommendation. The Board of Directors of Company will recommend to its Stockholders has adopted resolutions approving the adoption Merger, on substantially the terms and approval of conditions set forth in this Agreement Agreement, and directing that the transactions contemplated hereby Merger, on such terms and the other matters to conditions, be submitted to its Stockholders in connection therewith, and the Company Company’s stockholders for their consideration. The Board of Directors of Parent shall use all its reasonable best efforts to obtain from its stockholders the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) stockholder vote approving the issuance of any other Merger Shares issuable pursuant to this Agreement Parent Common Stock in the form Merger, on substantially the terms and conditions set forth in this Agreement, required to consummate the issuance of LeukoSite Parent Common StockStock contemplated by this Agreement, and shall recommend such approval except to the extent making such recommendation would cause the Board of Directors of Parent to violate its fiduciary duties to Parent stockholders under applicable law. LeukoSite will recommend Parent shall submit the stock issuance proposal to its stockholders at the adoption stockholder meeting even if its Board of Directors shall have withdrawn, modified or qualified its recommendation. The Board of Directors of Parent has adopted resolutions approving the Merger, on substantially the terms and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock conditions set forth in this Agreement, and (ii) directing that the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Parent Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant Merger, on such terms and conditions, be submitted to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockParent’s stockholders for their consideration.

Stockholder Approval. The Company will take all steps necessary shall seek, and use its best efforts to obtain, on or appropriate duly to callbefore the date which is 120 days after the Escrow Funding Date, give notice of, convene and hold a Stockholders meeting, or otherwise obtain stockholder approval of the necessary consents issuance of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement Underlying Shares and the transactions contemplated hereunderWarrant Shares, and for such other purposes as may be necessary or desirablewhich approval shall meet the requirements of Rule 713 of the AMEX set forth in the AMEX Company Guide (the "Stockholder Approval"). The Company will recommend to its Stockholders shall call a meeting of stockholders (the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters "Stockholder Meeting") to be submitted held within 120 days after the Escrow Funding Date, shall prepare and file with the SEC as promptly as practical, but in no event later than 45 days after the Escrow Funding Date, preliminary proxy materials which set forth a proposal to its Stockholders in connection therewithseek the Stockholder Approval, and the Board of Directors shall recommend approval thereof by the Company's stockholders. The Company shall use all reasonable efforts to obtain the necessary approvals by mail and distribute its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, proxy materials for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend Stockholder Meeting to its stockholders at least 45 days prior to the adoption date of the Stockholder Meeting, shall actively solicit proxies to vote for the Stockholder Approval, and approval within 30 days after the Escrow Funding Date shall retain a proxy solicitation firm of recognized national standing to assist in the solicitation. The Company shall provide the Purchaser an opportunity to review and comment on such proxy materials by providing (which may be by e-mail) copies of such resolutions authorizing proxy materials and any revised preliminary proxy materials to the Purchaser a reasonable period of time prior to their filing with the SEC. The Company shall provide the Purchaser (iwhich may be by e-mail) copies of all correspondence from or to the conversion SEC or its staff concerning the proxy materials for the Stockholder Meeting promptly after the same is sent or received by the Company and summaries of any comments of the shares of LeukoSite Series A Preferred Stock issued pursuant SEC staff which the Company receives orally promptly after receiving such oral comments. The Company shall furnish to the Merger into shares Purchaser and its legal counsel (which may be by e-mail) a copy of LeukoSite Common Stock its definitive proxy materials for the Stockholder Meeting and (ii) any amendments or supplements thereto promptly after the issuance same are first used, mailed to stockholders or filed with the SEC, shall inform the Purchaser of the progress of solicitation of proxies for such meeting and shall inform the Purchaser of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) adjournment of the shares Stockholder Meeting and shall report the result of LeukoSite Common Stock outstanding the vote of stockholders on such proposition at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion conclusion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Meeting.

Stockholder Approval. The Company will take all steps necessary shall prepare and file with the SEC, on or appropriate duly to callbefore April 15, give notice of, convene and hold 2023 a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxiesproxy statement, in substantially the form which has been previously reviewed by the Buyers and Sxxxxxx Rxxx & Zxxxx LLP, at the expense of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing for an annual or special meeting of holders of Common Stock (the “Stockholder Meeting”) soliciting each such stockholder’s affirmative vote at least an aggregate the Stockholder Meeting for approval of sixty percent resolutions (60%the “Stockholder Resolutions”) providing for the issuance of all the shares of LeukoSite Common Stock outstanding issuable pursuant to the terms of the Notes and Warrants without giving effect to any limitations on conversion or exercise provided therein in compliance with the rules and regulations of the Principal Market. The Stockholder Meeting shall be promptly called and held not later than June 30, 2023 (the “Stockholder Meeting Deadline”). The Company shall be obligated to use its reasonable best efforts to solicit its stockholders’ approval of the Stockholder Resolutions including, without limitation, by (x) causing the Board of Directors of the Company to unanimously recommend to the stockholders of the Company that they approve such resolutions, (y) using reasonable best efforts to cause its officers and directors who hold shares of Common Stock to be present at the Closing, Stockholder Meeting for quorum purposes (including by proxy) and (z) using reasonable best efforts to cause such officers and directors to vote such their respective shares of LeukoSite Common Stock in favor of (i) accordance with the conversion recommendation of the shares Board of LeukoSite Series A Preferred Stock issued pursuant Directors of the Company. The Company shall be obligated to use its reasonable best efforts to obtain approval of the Stockholder Resolutions by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Resolutions are not approved by the Company’s stockholders on or prior to the Merger into shares Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held every three (3) months thereafter until such approvals are obtained or the Notes and Warrants are no longer outstanding. Notwithstanding the foregoing, failure to receive such approval shall not relieve the Company of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockits obligations hereunder.

Stockholder Approval. The Within 45 days of Closing, the Company will take all steps necessary or appropriate duly shall file with the SEC a proxy statement, in a form reasonably acceptable to callthe Buyers, give notice ofsoliciting the affirmative votes of each of its stockholders of record for approval of resolutions providing for (i) the issuance of the Securities, convene and hold a Stockholders meetingincluding, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose avoidance of adopting doubt, the approval of a change of control of the Company, in compliance with the rules and approving this Agreement regulations of the Principal Market and (ii) an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount (“Stockholder Approval” and the transactions contemplated hereunderdate on which such Stockholder Approval is obtained, the “Stockholder Approval Date”) and for the Company shall use its reasonable best efforts to, at the expense of the Company, solicit its stockholders’ approval of such other purposes as may be necessary or desirableresolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions. The Company will recommend to its Stockholders shall hold a special meeting of stockholders (the adoption and approval “Stockholder Meeting”) for purposes of this Agreement and Stockholder Approval no later than August 1, 2024 (the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith“Stockholder Meeting Deadline”), and the Company shall use all reasonable efforts be obligated to seek to obtain the necessary approvals Stockholder Approval by its Stockholders of this Agreement and the transactions contemplated herebyStockholder Meeting Deadline. LeukoSite will take all steps necessary If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing prior to the stockholders Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 90 days later. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. Notwithstanding the above, the Company shall not be required to hold a Stockholder Meeting or seek Stockholder Approval any time following the time when the Preferred Shares are no longer outstanding if upon full exercise of LeukoSite that they approve resolutions authorizing (i) the conversion of Warrants, the shares of LeukoSite Series A Preferred Common Stock issued pursuant to the Merger into shares Preferred Shares and Warrants would not exceed the Exchange Cap (as defined in the Certificate of LeukoSite Common Designations). Each Buyer covenants to vote, and (ii) the issuance shall cause its affiliates to vote, all Preferred Shares owned by such Buyer or its affiliates, as applicable, in respect of any other Merger Shares issuable pursuant resolution presented to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares Company for the purpose of LeukoSite Series A obtaining the Stockholder Approval. For clarity, the Buyer’s agreement to vote its Preferred Stock issued pursuant to Shares in accordance with the Merger into shares of LeukoSite Common Stock and (ii) foregoing sentence, does not require the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, Buyer to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of for or against any other Merger Shares issuable pursuant to this Agreement in proposal or proposals, whether or not such other proposal or proposals are recommended by the form Board of LeukoSite Common StockDirectors.

Stockholder Approval. The Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon (a) As promptly as reasonably practicable for after the purpose execution of adopting this Agreement but in any event not more than three (3) Business Days after the date hereof, the Company shall prepare an amendment to the Company Proxy Statement reflecting the amendments to the transactions contemplated by this Agreement as compared to the transactions contemplated by the Initial Investment Agreement and approving file it with the SEC (the “Amended Company Proxy Statement”). The Board of Directors has determined that the transactions contemplated by this Agreement and the transactions contemplated hereunderAncillary Documents are fair to and in the best interests of the Company and its stockholders, and for such other purposes as may be necessary or desirable. The Company will has resolved to recommend to its Stockholders the adoption and approval Company’s stockholders that the holders of this Agreement and the transactions contemplated hereby and Common Stock approve the other matters to be submitted to its Stockholders in connection therewithCharter Amendment, and the Company shall use all reasonable efforts to obtain issuance of the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to callPurchased Shares, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Additional Investment and (ii) the Warrants to Investors, the issuance of any the Backstop Agreement Shares to the Backstop Purchaser, the New LTIP and the other Merger Shares issuable pursuant to this Agreement transactions contemplated hereunder and shall include such recommendation in the form Amended Company Proxy Statement. Each Investor shall provide to the Company all information concerning such Investor and its Affiliates as may be reasonably requested by the Company in connection with the Amended Company Proxy Statement and shall otherwise cooperate with the Company in the preparation of LeukoSite Common Stockthe Amended Company Proxy Statement and the resolution of any comments thereto received from the SEC. LeukoSite will recommend Each of the Company and Investors shall promptly correct any information provided by it for use in the Amended Company Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. The Company shall notify Investors promptly upon the receipt of any comments from the SEC and of any request by the SEC for any further amendments or supplements to the Amended Company Proxy Statement and shall supply Investors with copies of all written correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Amended Company Proxy Statement. The Company shall use its commercially reasonable efforts to respond promptly to any comments received from the SEC concerning the Amended Company Proxy Statement and to resolve such comments with the SEC, and shall use its commercially reasonable efforts to cause the Amended Company Proxy Statement to be disseminated to its stockholders promptly after the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance resolution of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockcomments.

Stockholder Approval. The Company will take shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be called and held not later than one year following the Closing Date (the “Stockholder Meeting Deadline”), a proxy statement, substantially in the form which has been previously reviewed by the Buyers and Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Resolutions”) providing for the issuance of all steps necessary of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market or appropriate duly if not required by the Principal Market, in accordance with NASDAQ Marketplace Rule 4350(i) (such affirmative approval being referred to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, herein as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement “Stockholder Approval” and the transactions contemplated hereunderdate such approval is obtained, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith“Stockholder Approval Date”), and the Company shall use all its reasonable best efforts to solicit its stockholders’ approval of the Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the necessary approvals Stockholder Approval by its Stockholders the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held each twelve month period thereafter until such Stockholder Approval is obtained, provided that if the Board of this Agreement and Directors of the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing Company does not recommend to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of Resolutions at any such Stockholder Meeting and the shares of LeukoSite Series A Preferred Stock issued pursuant to Stockholder Approval is not obtained, or the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingNotes are no longer outstanding, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or be held each calendar quarter thereafter until such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Approval is obtained.

Stockholder Approval. The Company covenants and agrees that it will take all steps necessary or appropriate duly use its commercially reasonable efforts to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may beobtain, as soon as reasonably practicable for practicable, the purpose approval of adopting and approving this Agreement and its stockholders of the transactions contemplated hereunderby this Agreement as required by the rules and regulations of the Principal Market applicable to the Company in order to issue the Second Closing Shares, including approval of any potential change of control of the Company which may occur as a result of the sale of the Second Closing Shares (the “Stockholder Approval”). In furtherance of its obligations to obtain the Stockholder Approval under this Section 4.15, the Company shall (a) file any required proxy materials with the Principal Market and the Commission as promptly as practicable following the Initial Closing Date, but in any event within 20 business days following the Initial Closing Date and respond as promptly as practicable to any comments from the Commission or Principal Market with respect thereto, (c) deliver proxy materials to its stockholders in furtherance thereof as promptly as practicable thereafter, (d) solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement, and (e) hold a meeting of the stockholders related thereto as promptly as practicable, but in any event not later than the 60th day after mailing of the definitive proxy materials to stockholders. In the event the Company does not obtain the Stockholder Approval at the first meeting of its stockholders called for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewithpurpose, and the Company shall use all commercially reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and Stockholder Approval at each successive stockholders meeting until the transactions contemplated herebyStockholder Approval is obtained. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, The parties hereto understand that no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance votes may be cast in respect of any other Merger Shares issuable issued and sold pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of on any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts proposal to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued Stockholder Approval pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockhereto.

Stockholder Approval. The (a) As soon as reasonably practicable following the date of this Agreement, the Company will shall take all steps action necessary or appropriate duly in accordance with the Exchange Act, the laws of the State of Delaware and its Certificate of Incorporation and Bylaws to call, give notice of, of and convene a meeting (the "Meeting") of its stockholders to consider and hold a Stockholders meeting, or otherwise obtain vote upon the necessary consents approval and adoption of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, Merger and for such other purposes as may be necessary or desirable. The Board of Directors of the Company will recommend shall, subject to its Stockholders fiduciary duties, recommend that the adoption Company's stockholders vote to approve and approval of adopt this Agreement and the transactions contemplated hereby Merger and the any other matters to be submitted to its Stockholders the Company's stockholders in connection therewith. The Board of Directors of the Company shall, subject to its fiduciary duties, use its reasonable best efforts to solicit and secure from stockholders of the Company such approval and adoption, which efforts include A-10 15 without limitation causing the Company to solicit stockholder proxies therefor and to advise Buyer upon its request from time to time as to the status of the stockholder vote then tabulated. (b) Promptly following the date of this Agreement, the Company shall prepare and file with the SEC under the Exchange Act and the rules and regulations promulgated by the SEC thereunder, a preliminary draft of the Proxy Statement. Buyer and Sub shall have an opportunity to preview all filings to be made with the SEC and cooperate fully with the Company in the preparation and filing of the Proxy Statement and any amendments and supplements thereto. The Proxy Statement shall not be filed, and no amendment or supplement thereto shall be made by the Company, without in each case, prior consultation with Buyer and Sub. The Company will use all reasonable its best efforts to obtain have any review of the necessary approvals Proxy Statement conducted by its Stockholders the SEC promptly. As soon as reasonably practicable following the date of this Agreement and Agreement, the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly Company shall cause to call, give notice of, convene and hold its annual (or be mailed a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend definitive Proxy Statement to its stockholders entitled to vote at the adoption and approval Meeting promptly following completion of any review by, or in the absence of such resolutions authorizing (i) review, the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance termination of any other Merger Shares issuable pursuant to this Agreement in applicable waiting period of, the form of LeukoSite Common StockSEC. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock.7.2

Stockholder Approval. The Company will take all steps necessary or appropriate duly shall provide each stockholder entitled to callvote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), give notice ofwhich shall be promptly called and held not later than May 31, convene 2024 (the “Stockholder Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to the Required Holders and hold a Stockholders meetingXxxxxx Xxxx & Xxxxxx LLP, or otherwise obtain at the necessary consents expense of Stockholdersthe Company, as with the case may be, as soon as reasonably practicable for Company obligated to reimburse the purpose expenses of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirableXxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The Company will recommend to its Stockholders proxy statement, if any, shall solicit each of the adoption and Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of this Agreement resolutions (“Stockholder Resolutions”) providing for (x) the increase of the authorized shares of Common Stock of the Company from 100,000,000 to 1,000,000,000 (the “Increase in Authorized”) and/or a reverse stock split of the issued and outstanding shares of Common Stock of the Company resulting in a similar impact on the Company’s authorized but unissued shares of Common Stock and (y) the approval of any matters requiring stockholder approval pursuant to the listing requirements of the Principal Market including, without limitation the issuance of more than 20% of the outstanding shares of Common Stock, in connection with the transactions contemplated hereby (such affirmative approval being referred to herein as the “Stockholder Approval”, and the other matters to be submitted to its Stockholders in connection therewithdate such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company shall use all its reasonable best efforts to obtain the necessary approvals by solicit its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and stockholders’ approval of such resolutions authorizing (i) and to cause the conversion Board of Directors of the shares of LeukoSite Series A Preferred Stock issued pursuant Company to recommend to the Merger into shares of LeukoSite Common Stock and (ii) stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the issuance of any other Merger Shares issuable pursuant Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting Deadline, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments be held on or proxiesprior to July 31, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to 2024. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, representing at least the Company shall cause an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, additional Stockholder Meeting to vote be held semi-annually thereafter until such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Approval is obtained.

Stockholder Approval. (a) The Company will take shall use its Reasonable Best Efforts to obtain, as promptly as practicable, the Requisite Stockholder Approval, either at a special meeting of stockholders or pursuant to a written stockholder consent, all steps necessary in accordance with the applicable requirements of the Delaware General Corporation Law. In connection with such special meeting of stockholders or appropriate duly written stockholder consent, the Company shall provide to callits stockholders the Disclosure Statement, give notice of, convene which shall include (A) a summary of the Merger and hold this Agreement (which summary shall include a Stockholders meeting, or otherwise obtain summary of the necessary consents terms relating to the indemnification obligations of the Indemnifying Stockholders, as the case may beescrow arrangements and the authority of the Indemnification Representatives, as soon as reasonably practicable and a statement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms), (B) all of the information required by Rule 502(b)(2) of Regulation D under the Securities Act (provided that the Buyer shall provide the pertinent Buyer information required by such provision) and (C) a statement that appraisal rights are available for the purpose Company Shares pursuant to Section 262 of adopting the Delaware General Corporation Law and approving a copy of such Section 262. The Buyer agrees to cooperate with the Company in the preparation of the Disclosure Statement. The Company agrees not to distribute the Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by the Buyer (which approval may not be unreasonably withheld, conditioned or delayed). If the Requisite Stockholder Approval is obtained by means of a written consent, the Company shall send, pursuant to Sections 228 and 262(d) of the Delaware General Corporation Law, a written notice to all stockholders of the Company that did not execute such written consent informing them that this Agreement and the transactions contemplated hereunder, Merger were adopted and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals approved by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite the Company and that they approve resolutions authorizing (i) the conversion appraisal rights are available for their Company Shares pursuant to Section 262 of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and Delaware General Corporation Law (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval which notice shall include a copy of such resolutions authorizing (i) Section 262), and shall promptly inform the conversion Buyer of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or date on which such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stocknotice was sent.

Stockholder Approval. (a) As expeditiously as possible following the execution of this Agreement and in any event within seven (7) business day after the execution of this Agreement, the Company shall mail the Disclosure Statement, in a form reasonably acceptable to the Buyer, to the Company Stockholders. The Disclosure Statement shall include (i) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Stockholders, the escrow arrangements and the authority of the Representative, and a statement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms), (ii) a statement that appraisal rights are available for the Company Shares pursuant to Section 262 of the Delaware General Corporation Law and a copy of such Section 262 and (iii) such other information regarding the Buyer, including its business, its financial statements and the Buyer Common Stock, as is required by Rule 502 of Regulation D under the Securities Act. As expeditiously as possible following the execution of this Agreement, and in any event within one (1) business day after the execution of this Agreement, the Company shall use Reasonable Best Efforts to secure and cause to be filed with the Company consents from Company Stockholders necessary to secure the Requisite Stockholder Approval, which consents shall be in a form that is reasonably acceptable to the Buyer. As expeditiously as possible following the receipt of the Requisite Stockholder Approval, the Company shall deliver to the Buyer a certificate executed on behalf of the Company by its Secretary and certifying that the Requisite Stockholder Approval has been obtained. The Company will take shall also send, pursuant to Sections 228 and 262(d) of the Delaware General Corporation Law, a written notice to all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain stockholders of the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving Company that did not execute such written consent informing them that this Agreement and the transactions contemplated hereunder, Merger were adopted and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals approved by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite the Company and that they approve resolutions authorizing (i) the conversion appraisal rights are available for their Company Shares pursuant to Section 262 of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and Delaware General Corporation Law (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval which notice shall include a copy of such resolutions authorizing (i) Section 262), and shall promptly inform the conversion Buyer of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or date on which such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stocknotice was sent.

Stockholder Approval. The Company will agrees to include in its proxy statement to be prepared and filed with the SEC (the “Proxy Statement”) for its 2021 annual meeting of the stockholders (the “Stockholder Meeting”), to the extent required by the listing rules of the NYSE, a proposal to approve (a) the payment of dividends in kind through the issuance of additional shares of Series A Preferred Stock pursuant to the Certificate of Designations (“PIK Dividends”), (b) the issuance of shares of Common Stock to the Investor Parties in connection with any future conversion of the Series A Preferred Stock, including any such Series A Preferred Stock issued as PIK Dividends and (c) the voting of any Series A Preferred Stock and any shares of Common Stock issued upon conversion of the Series A Preferred Stock, that would, in each case, absent such approval violate NYSE Rule 312.03(c) (or its successor) (the “Stockholder Approval”). Subject to the directors’ fiduciary duties, (i) the Proxy Statement shall include the Board’s recommendation that the stockholders vote in favor of the Stockholder Approval and (ii) the Company shall use its reasonable best efforts to solicit from the stockholders proxies in favor of the Stockholder Approval and to obtain the Stockholder Approval. The Investor and its Affiliates agree to furnish to the Company all information concerning the Investor and its Affiliates as the Company may reasonably request in connection with the Proxy Statement and the Stockholder Meeting. The Company shall respond reasonably promptly to any comments received from the SEC with respect to the Proxy Statement. The Company shall provide to the Investor, as promptly as reasonably practicable after receipt thereof, any written comments from the SEC or any written request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide the Investor with copies of all correspondence between the Company, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the Company shall provide the Investor Parties with a reasonable opportunity to review and comment on such document or response. The Company shall, as promptly as reasonably practicable following the date on which the SEC confirms that it has no further comments on the Proxy Statement, (x) take all steps necessary or appropriate duly action required, including under the DGCL, the Company Charter Documents and the applicable rules of the NYSE, to call, establish a record date for and give notice ofof the Stockholder Meeting, (y) cause the Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Stockholder Meeting and (z) take all action reasonably required, including under the DGCL, the Company Charter Documents and the applicable rules of the NYSE, to duly call, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, Stockholder Meeting as soon as reasonably practicable for following the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion mailing of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable Proxy Statement to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock’s stockholders.

Stockholder Approval. The Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain Board has unanimously: (i) determined that the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Merger Agreement and the transactions contemplated hereunderthereby, including the Offer and for such other purposes as may be necessary or desirable. The the Merger, are advisable and fair to and in the best interests of the Company will recommend to and its Stockholders stockholders; (ii) approved and declared advisable the adoption and approval of this Merger Agreement and the transactions contemplated hereby thereby, including the Offer and the other matters Merger, in accordance with the requirements of Maryland Law; (iii) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer; and (iv) to the extent required by Maryland Law, approved and directed that the Merger be submitted for consideration at a meeting of the Company’s stockholders. Under Maryland Law, if we acquire, pursuant to the Offer or otherwise, at least 90% of the outstanding Shares (including pursuant to the “top-up” option described above), we believe we could, and we intend to, effect a Merger under the short-form merger provisions of Maryland Law without any action by any other stockholder of the Company. Maryland Law requires Purchaser to deliver, at least 30 days prior to such merger, a notice to its Stockholders in connection therewithstockholders of such merger. A copy of such notice is filed as Exhibit (a)(7) of the Schedule TO and is incorporated herein by reference. If Purchaser does not acquire at least 90% of the outstanding Shares, and we will have to seek approval of the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Merger Agreement and the transactions contemplated herebyMerger by the Company’s stockholders. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion Approval of the shares Merger Agreement and the Merger requires the approval of LeukoSite Series A Preferred Stock issued pursuant not less than a majority of the outstanding Shares, including the Shares owned by us. Thus, assuming that the Minimum Condition is satisfied, upon consummation of the Offer, we would own sufficient Shares to enable us, without the additional affirmative vote of any other stockholder of the Company, to satisfy the stockholder approval requirement to approve the Merger. Pursuant to the Merger into shares Agreement, the Company has agreed to promptly call and hold a meeting of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders for purposes of voting on the adoption and approval of such resolutions authorizing (i) the conversion Merger if a meeting of the shares of LeukoSite Series A Preferred Stock issued pursuant Company’s stockholders is required under Maryland Law to consummate the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockMerger.

Stockholder Approval. The As promptly as reasonably practicable following the date of this Agreement, and in any event no later than April 30, 2020, the Company will take all steps necessary shall prepare and file with the SEC a definitive proxy statement on Schedule 14A (as amended or appropriate duly supplemented from time to calltime, give notice of, convene such definitive proxy statement the “Proxy Statement”) and hold a Stockholders meeting, or otherwise obtain the necessary consents meeting of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 3130, 19992020, for to obtain the purpose, among other purposes, approval of proposing to the its stockholders of LeukoSite that they approve resolutions authorizing (i) the issuance of the Underlying Shares upon conversion of the shares Shares and exercise of LeukoSite Series A Preferred the Warrants and to effect the Authorized Common Stock issued pursuant Increase, and such other stockholder approvals as may be required under the rules and regulations of Nasdaq (such approvals, the “Stockholder Approval”). The Company shall cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company and the Purchasers shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect to the Merger into shares Proxy Statement. The Proxy Statement shall include a recommendation of LeukoSite Common and (ii) the Company’s Board of Directors that the Company’s stockholders vote in favor of the issuance of the Underlying Shares and the proposal to effect the Authorized Common Stock Increase. The Company shall promptly notify the Purchasers in writing upon the receipt of any other Merger Shares issuable pursuant comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant any preliminary proxy statement filed prior to the Merger into shares Proxy Statement or on the Proxy Statement and shall promptly provide the Purchasers with a copy of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and all written correspondence between the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form any representatives of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of on the shares of LeukoSite Common Stock outstanding at one hand, and the ClosingSEC or its staff, to vote such shares of LeukoSite Common Stock in favor of (i) on the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant other hand, with regard to the Merger into shares of LeukoSite Common Stock such materials. The Company shall give the Purchasers and (ii) their counsel a reasonable opportunity to review and comment on any preliminary proxy statement and the issuance of any other Merger Shares issuable pursuant Proxy Statement, including all amendments and supplements thereto, prior to this Agreement in filing such documents with the form of LeukoSite Common StockSEC.

Stockholder Approval. The Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon As promptly as reasonably practicable for following the purpose of adopting and approving this Agreement and the transactions contemplated hereunderClosing, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, any event no later than May 3115, 19992019, for the purposeCompany shall prepare and file with the Commission a definitive proxy statement on Schedule 14A (as amended or supplemented from time to time, such definitive proxy statement, the “Proxy Statement”) and hold a meeting of its stockholders no later than June 18, 2019, at which meeting the Company will seek stockholder approval for, among other purposesthings, of proposing (a) an amendment to the stockholders Company’s Certificate of LeukoSite that they approve resolutions authorizing Incorporation to increase the total number of shares of (i) Preferred Stock authorized for issuance by the Company to not less than the amount required to permit the conversion of all the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Notes and (ii) Common Stock authorized for issuance by the Company to not less than the amount required to permit the conversion of all the Preferred Stock (assuming conversion in full of all the Notes) (the “Charter Amendment”), (b) to the extent the issuance of any other Merger the maximum number of Conversion Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares terms and conditions of LeukoSite Common Stock and (ii) the Transaction Documents would exceed the Nasdaq Cap, the issuance of any other Merger Shares issuable pursuant such maximum number of Conversion Shares, and (c) the election of five (5) directors, including Xxxxxxxxx XxXxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxxxx (collectively, the “Proposals”). The Company shall cause the Proxy Statement to this Agreement comply as to form in all material respects with the form requirements of LeukoSite Common Stock. Prior to Closing, LeukoSite the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company and the Investors shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the Commission with respect to the Proxy Statement. The Proxy Statement shall include a recommendation of the Board that the Company’s stockholders vote in favor of the Proposals. The Company shall use their best reasonable efforts promptly notify the Investors in writing upon the receipt of any comments from the Commission or its staff or any request from the Commission or its staff for amendments or supplements to obtain irrevocable binding commitments any preliminary proxy statement filed prior to the Proxy Statement or proxies, in substantially on the form Proxy Statement and shall promptly provide the Investors with a copy of either EXHIBIT D-1 all written correspondences between the Company or D-2 attached hereto or such other form as may be acceptable to any representative of the Company, representing at least an aggregate of sixty percent (60%) of on the shares of LeukoSite Common Stock outstanding at one hand, and the ClosingCommission or its staff, on the other hand, with respect to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockmaterials.

Stockholder Approval. The Company will take all steps necessary or appropriate duly shall provide each stockholder entitled to callvote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), give notice ofwhich shall be promptly called and held not later than May 31, convene 2023 (the “Stockholder Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to the Holder and hold Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for (x) the increase of the authorized shares of Common Stock of the Company from 100,000,000 to 1,000,000,000 (the “Increase in Authorized”) and/or a Stockholders meetingreverse stock split of the issued and outstanding shares of Common Stock of the Company resulting in a similar impact on the Company’s authorized but unissued shares of Common Stock and (y) the approval of any matters requiring stockholder approval pursuant to the listing requirements of the Principal Market including, or otherwise obtain without limitation the necessary consents issuance of Stockholdersmore than 20% of the outstanding shares of Common Stock, in connection with the Transaction (such affirmative approval being referred to herein as the case may be“Stockholder Approval”, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunderdate such Stockholder Approval is obtained, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith“Stockholder Approval Date”), and the Company shall use all its reasonable best efforts to obtain the necessary approvals by solicit its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and stockholders’ approval of such resolutions authorizing (i) and to cause the conversion Board of Directors of the shares of LeukoSite Series A Preferred Stock issued pursuant Company to recommend to the Merger into shares of LeukoSite Common Stock and (ii) stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the issuance of any other Merger Shares issuable pursuant Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting Deadline, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments be held on or proxiesprior to July 31, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, representing at least the Company shall cause an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, additional Stockholder Meeting to vote be held semi-annually thereafter until such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Approval is obtained.

Stockholder Approval. The Company will take shall provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than September 16, 2014 (the “Stockholder Meeting Deadline”), a proxy statement, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for (I) a reverse stock split of the Common Stock of at least 1 for 3 shares of Common Stock (the “Stock Split Resolution”) and (II) the issuance of all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain of the necessary consents of Stockholders, Securities as described in the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement Transaction Documents in accordance with applicable law and the transactions contemplated hereunderrules and regulations of the Principal Market (the “Principal Market Resolution”) (such affirmative approval with respect to the Stock Split Resolution, the “Stock Split Stockholder Approval”, and for the date the Stock Split Stockholder Approval is obtained, the “Stock Split Stockholder Approval Date”, and such other purposes as may be necessary or desirable. The Company will recommend affirmative approval with respect to its Stockholders the adoption Principal Market Resolution, the “Principal Market Stockholder Approval”, and approval of this Agreement together with the Stock Split Stockholder Approval, the “Stockholder Approval”, and the transactions contemplated hereby date the Principal Market Stockholder Approval is obtained, the “Principal Market Stockholder Approval Date”, and the other matters to be submitted to its Stockholders in connection therewithlater of the Principal Market Stockholder Approval Date and the Stock Split Stockholder Approval Date, the “Stockholder Approval Date”), and the Company shall use all its reasonable best efforts to obtain the necessary approvals by solicit its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and stockholders’ approval of such resolutions authorizing (i) and to cause the conversion Board of Directors of the shares of LeukoSite Series A Preferred Stock issued pursuant Company to recommend to the Merger into shares of LeukoSite Common Stock and (ii) stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the issuance of any other Merger Shares issuable pursuant Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting Deadline, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments or proxiesbe held once in each of the three subsequent calendar quarters thereafter until such Stockholder Approval is obtained. If, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, representing at least the Company shall cause an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, additional Stockholder Meeting to vote be held semi-annually thereafter until such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Approval is obtained.

Stockholder Approval. The (a) As promptly as practicable after the receipt of a California Permit or after the Registration Statement is declared effective by the SEC pursuant to the Securities Act, the Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of shall submit this Agreement and the transactions contemplated hereby to the Stockholders for approval and adoption as provided by the DGCL and the other matters Certificate of Incorporation and By-laws of the Company. Such submission, and any proxy or consent in connection therewith, shall specify that adoption of this Agreement shall constitute approval by the Stockholders of: (A) the escrow and indemnification obligations of the Stockholders set forth in Article IX hereof and the deposit of the Escrow Amount with the Escrow Agent and (B) the appointment of Edward G. Sim as Stockholder Representative, with the rights and respoxxxxxxxxxes set forth in this Agreement. Any materials to be submitted to its the Stockholders in connection therewithwith the solicitation of their approval of the Merger and this Agreement (the "SOLICITING MATERIALS") shall include the unanimous recommendation of the Board of Directors of the Company in favor of the Merger, this Agreement, the Escrow Agreement and the other transactions contemplated by this Agreement, and a statement that the Company's Board of Directors has unanimously determined that the terms of the Merger and this Agreement are fair to and in the best interests of the Company and the Stockholders, except as expressly permitted otherwise in Section 6.15(c). The Company shall use all its reasonable best efforts to obtain the necessary approvals by consent of its Stockholders of sufficient to approve the Merger and this Agreement and to enable the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly Closing to calloccur as promptly as practicable following the date hereof and, give notice ofin any event, convene and hold its annual within thirty (or a special30) stockholders meeting, no later than May 31, 1999, for days following the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion receipt of the shares of LeukoSite Series A Preferred Stock issued California Permit or the date on which the Registration Statement is declared effective by the SEC pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockSecurities Act.

Stockholder Approval. The Notwithstanding anything to the contrary herein, no Purchaser shall have the right to exercise any Pre-Funded Warrant if at the time of such exercise, such exercise would violate, or would result in a violation by the Company will take all steps necessary or appropriate duly to call, give notice of, convene any Nasdaq Stock Market Rule (and hold any successor to the Nasdaq Stock Market and any other trading market on which the Common Stock is listed), including, without limitation, Nasdaq Stock Market Rule 5635(b) relating to a Stockholders meetingchange of control and Nasdaq Stock Market Rule 5635(d) relating to private issuances. In the event an exercise of any Pre-Funded Warrant is not permitted pursuant to the foregoing sentence, or otherwise obtain upon the necessary consents request of Stockholdersthe applicable Purchaser, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all commercially reasonable efforts to obtain obtain, at the necessary approvals by its Stockholders next annual meeting of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite the Company for which the Company has not already filed proxy statement materials with the SEC following the time when such exercise of a Pre-Funded Warrant is not permitted (the “Applicable Annual Stockholders’ Meeting”), the approval by the holders of Common Stock that they are required under the listing standards of The Nasdaq Stock Market (and any successor to the Nasdaq Stock Market and any other trading market on which the Common Stock is listed), including Nasdaq Stock Market Rule 5635(b) and Rule 5635(d), to permit the issuance of shares of Common Stock upon exercise of the Pre-Funded Warrants, including, if applicable, above relevant thresholds included in such rules (“Stockholder Approval”). Such commercially reasonable efforts will include subject to the board of directors’ fiduciary duties, a recommendation by the Company’s board of directors that the Company’s stockholders approve resolutions authorizing such proposal. If the Stockholder Approval is not obtained at the Applicable Annual Stockholders’ Meeting or an adjournment or postponement thereof, then the Company agrees to also submit the Stockholder Approval to its stockholders at subsequent annual meetings of the Company until the earliest to occur of: (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and Stockholder Approval; or (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion second annual meeting of the shares stockholders of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments (or proxies, in substantially an adjournment or postponement thereof) following the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockApplicable Annual Stockholders’ Meeting.

Stockholder Approval. The Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold (a) Parent shall call a Stockholders meeting, or otherwise obtain meeting of its stockholders (the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable “Parent Meeting”) for the purpose of adopting obtaining the requisite stockholder approval required in connection with the issuance of Parent Common Stock in the Merger (the “Parent Stockholder Approval”) and shall use its reasonable best efforts to cause such meeting to occur as soon as practicable, and in any event within 35 days following the date on which the Proxy Statement is cleared by the SEC, which efforts shall include the actions set forth in Section 6.3(b); provided that Parent shall have the right to delay the Parent Meeting as necessary (i) if Parent has not on the date of the Parent Meeting received proxies representing a sufficient number of shares of Parent Common Stock to obtain the Parent Stockholder Approval, (ii) if Parent reasonably determines that it is legally required to provide new or additional information to its stockholders and to provide its stockholders with additional time to review such information prior to the Parent Meeting or (iii) by up to ten business days if Parent has provided to the Company written notice of its determination to effect a Change of Recommendation ten or fewer business days prior to the Parent Meeting. The Board of Directors of Parent shall use its reasonable best efforts to obtain from its stockholders the Parent Stockholder Approval. Parent shall submit the proposal to obtain the Parent Stockholder Approval at the Parent Meeting even if its Board of Directors shall have withdrawn, modified or qualified its recommendation. The Board of Directors of Parent has adopted resolutions approving this Agreement the Merger and the transactions contemplated hereunder, issuance of Parent Common Stock in the Merger and for such other purposes as may be necessary or desirable. The Company will recommend directing that a proposal to its Stockholders issue the adoption and approval of this Agreement and Parent Common Stock in connection with the transactions contemplated hereby and the other matters to Merger be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) Parent’s stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockconsideration.

Stockholder Approval. The (a) Subject to the provisions of Section 6.10, the Board of Directors of Company has resolved to recommend to Company’s stockholders that they adopt this Agreement and, unless this Agreement is previously terminated in accordance with its terms, will take submit to its stockholders this Agreement and any other matters required to be approved by its stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Company shall duly take, in accordance with applicable law and the certificate of incorporation and bylaws of Company, all steps reasonable action necessary or appropriate duly to set a record date for (with at least 20 business days’ prior notice to Purchaser of such record date) (the “Record Date”) and call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain meeting of its stockholders (the necessary consents of “Company Stockholders’ Meeting”), as the case may be, as soon promptly as reasonably practicable after Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4, for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and obtaining the Company shall use all reasonable efforts to obtain Stockholder Approval. the necessary approvals by its Stockholders immediately preceding sentence of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing 6.3 Subject to the stockholders provisions of LeukoSite that they approve resolutions authorizing (i) the conversion Section 6.10, Company shall, through its Board of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will Directors, recommend to its stockholders the approval and adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in (the form of LeukoSite Common Stock. Prior to Closing“Company Recommendation”), LeukoSite and the Company shall use their its reasonable best reasonable efforts to obtain irrevocable binding commitments from its stockholders the Company Stockholder Approval. Notwithstanding any Change in Company Recommendation, this Agreement shall be submitted to the stockholders of Company at the Company Stockholders’ Meeting for the purpose of obtaining the Company Stockholder Approval and nothing contained herein shall be deemed to relieve Company of such obligation so long as Purchaser has obtained the SEC’s declaration of effectiveness of the Form S-4; provided, however, that if the Board of Directors of Company shall have effected a Change in Company Recommendation in accordance with Section 6.10, then the Board of Directors of Company shall submit this Agreement to Company’s stockholders without the Company Recommendation (although the resolutions adopting this Agreement as of the date hereof may not be rescinded or proxiesamended), in substantially which event the form Board of either EXHIBIT D-1 Directors of Company may communicate the basis for its lack of a recommendation to Company’s stockholders in the Proxy Statement or D-2 attached hereto an appropriate amendment or supplement thereto if the Board of Directors determines that to fail to take such other form as action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law; provided, that for the avoidance of doubt, Company may be acceptable not take any action under this sentence unless it has complied with the provisions of Section 6.10. Subject to Section 6.10, in addition to the Companyforegoing, representing at least an aggregate neither Company nor the Board of sixty percent (60%) Directors of the shares of LeukoSite Common Stock outstanding at the Closing, Company shall recommend to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant its stockholders or submit to the Merger into shares vote of LeukoSite Common Stock and (ii) its stockholders any Third Party Acquisition other than the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockMerger.

Stockholder Approval. The (a) As soon as practicable after the date hereof, the Company will take all steps necessary or appropriate duly shall use its reasonable best efforts to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents Sufficient Stockholder Vote, pursuant to a written stockholder consent in accordance with the DGCL and the Charter Documents of Stockholdersthe Company. In connection with such written stockholder consent, as the case may beCompany shall submit to the holders of Company Capital Stock the Soliciting Materials, as soon as reasonably practicable for which shall (i) include a solicitation of the purpose approval of adopting and approving the holders of the Company Capital Stock to this Agreement and the transactions contemplated hereunderMerger, and for such other purposes as may be necessary or desirable. The (ii) specify that adoption of this Agreement shall constitute approval by the holders of Company will recommend to its Stockholders Capital Stock of this Agreement, the adoption and approval obligations of the holders of Company Capital Stock under this Agreement and the transactions contemplated hereby appointment of Xxxxx Xxxxxx as Stockholder Representative, under and as defined in this Agreement, (iii) include a summary of the other matters Merger and this Agreement, and (iv) include a statement that appraisal rights are available for the Company Capital Stock pursuant to the DGCL. Any materials to be submitted to its Stockholders the holders of Company Capital Stock in connection therewithwith the solicitation of their approval of the Merger and this Agreement (the “Soliciting Materials”) shall be subject to review and approval by Parent prior to distribution, such approval not to be unreasonably withheld or delayed, and shall also include the unanimous recommendation of the Board of Directors of the Company shall use all reasonable efforts to obtain in favor of the necessary approvals by its Stockholders of Merger, this Agreement Agreement, and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, conclusion of proposing the Company’s Board of Directors that the terms and conditions of the Merger are fair and reasonable to the stockholders holders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Capital Stock.

Stockholder Approval. The If the Common Stock is listed on an Eligible Market other than the Principal Market (the “New Principal Market”) and the issuance of the New Conversion Shares, the Interest Shares and Warrant Shares as contemplated under the Transaction Documents would exceed that number of shares of Common Stock which the Company will take all steps necessary may issue without breaching the Company’s obligations under the rules or appropriate duly regulations of the New Principal Market, then the Company shall obtain the approval of its stockholders as required by the applicable rules of the New Principal Market for issuances of the New Conversion Shares, Warrant Shares and Interest Shares in excess of such amount. At such time, the Company shall provide each stockholder entitled to callvote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), give notice which shall be promptly called and held not later than 75 days after the earlier of (i) the New Principal Market indication of and (ii) the Company becoming aware of, convene any limitation imposed by the New Principal Market on the issuance of New Conversion Shares or Warrant Shares (the “Stockholder Meeting Deadline”), a proxy statement, substantially in the form which has been previously reviewed by the Buyers and hold a Stockholders meetingXxxxx Xxxxxxx LLP at the expense of the Company, or otherwise obtain soliciting each such stockholder’s affirmative vote at the necessary consents Stockholder Meeting for approval of Stockholders, resolutions providing for the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the New Principal Market and such affirmative approval being referred to herein as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith“Stockholder Approval”), and the Company shall use all its reasonable best efforts to solicit its stockholders’ approval of such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions. The Company shall be obligated to use its reasonable best efforts to obtain the necessary approvals Stockholder Approval by its Stockholders of this Agreement and the transactions contemplated herebyStockholder Meeting Deadline. LeukoSite will take all steps necessary If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing prior to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting Deadline, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments be held every six (6) months thereafter until such Stockholder Approval is obtained or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockNew Notes are no longer outstanding.

Stockholder Approval. The Promptly following the date hereof , the Company will take all steps necessary and its Board of Directors shall (i) prepare proxy materials and solicit proxies requesting Stockholder Approval (as defined below), (ii) call an annual or appropriate duly special meeting (the “Special Meeting”) of the Company’s stockholders (which shall be held no later than August 1, 2005, subject to call, give notice of, convene any delay caused solely by the SEC’s review of the preliminary proxy statement relating thereto or clearance of the materials under applicable SEC rules and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable regulations) for the purpose of adopting and approving this Agreement and obtaining Stockholder Approval, (iii) recommend that the transactions contemplated hereunderCompany’s stockholders vote in favor of such approval, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall (iv) otherwise use all commercially reasonable best efforts to obtain Stockholder Approval. If Stockholder Approval is not obtained at the necessary approvals Special Meeting, the Company and its Board of Directors shall continue to use commercially reasonable best efforts to obtain Stockholder Approval until Stockholder Approval is obtained. A request for Stockholder Approval, unless the Board of Directors receives an opinion of counsel advising that such recommendation would constitute a breach of the directors’ fiduciary duties imposed by its Stockholders applicable law, shall include a recommendation that the Company’s stockholders vote in favor of this Agreement and the transactions contemplated herebysuch approval. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing All expenses related to the solicitation of proxies with respect to, or otherwise incurred in connection with, obtaining Stockholder Approval shall be borne by the Company. “Stockholder Approval” means the affirmative vote by the holders of the requisite number of votes cast at a meeting of stockholders of LeukoSite that they to duly and validly approve resolutions authorizing (i) the conversion issuance of the shares Exchange Warrants upon exchange of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares Note in accordance with the terms and conditions thereof and of LeukoSite Common and this Agreement, (ii) the issuance of any other Merger Shares issuable the Series B Preferred Stock and the C-3 Warrant pursuant to this Agreement Agreement, in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and event that Nasdaq requires stockholder approval of such resolutions authorizing these transactions in connection with the Supplemental Listing Application (ias described in Section 4(u) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock below), and (iiiii) the issuance of any other Merger Shares issuable pursuant transaction contemplated hereby which respect to this Agreement which Nasdaq requires specific stockholder approval in connection with the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, Supplemental Listing Application (as described in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%Section 4(u) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockbelow).

Stockholder Approval. (a) The Company will take all steps necessary or appropriate duly shall use its Reasonable Best Efforts to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholdersobtain, as promptly as practicable, the case may beRequisite Stockholder Approval, as soon as reasonably practicable for either at a special meeting of stockholders or pursuant to a written stockholder consent, all in accordance with the purpose applicable requirements of adopting and approving this Agreement and the transactions contemplated hereunderCCC. In connection with such special meeting of stockholders or written stockholder consent, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend provide to its stockholders the Notice Materials required pursuant to the California Fairness Hearing, to include without limitation (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the consideration to be received by each Company Stockholder, the indemnification obligations of the Company Stockholders, the Escrow Agreements and the authority of the Indemnification Representatives, and a statement that the adoption and of this Agreement by the stockholders of the Company shall constitute approval of such resolutions authorizing terms), (iB) the conversion all of the information required by Rule 502(b)(2) of Regulation D under the Securities Act in connection with satisfying the requirements of the California Fairness Hearing, and (C) a statement that dissenters' rights are available for the holders of shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Company Common Stock and (ii) the issuance holders of any other Merger Shares issuable shares of Company Preferred Stock pursuant to this Agreement Chapter 13 of the CCC. The Company agrees to cooperate with the Buyer in the form preparation of LeukoSite Common Stockthe Notice Materials. Prior The Company agrees not to Closingdistribute the Notice Materials until the Buyer has had a reasonable opportunity to review and comment on the Notice Materials and the Notice Materials have been approved by the Buyer (which approval may not be unreasonably withheld or delayed). If any stockholder holds Dissenting Shares, LeukoSite and then the Company shall use their best reasonable efforts send, pursuant to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) Section 1301 of the CCC, a written notice to all stockholders of the Company that did not execute such written consent or that did not otherwise approve the principal terms of the Merger and other transactions contemplated thereby, informing them that the principal terms of the Merger and other transactions contemplated thereby have been approved by the stockholders of the Company and that dissenters' rights are available for their shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance shares of any other Merger Shares issuable Preferred Stock pursuant to this Agreement in Chapter 13 of the form CCC (which notice shall include a copy of LeukoSite Common Stocksuch Chapter), and shall promptly inform the Buyer of the date on which such notice was sent.

Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”) a proxy statement meeting the requirements of Section 14 of the Exchange Act and the related rules and regulations thereunder promulgated by the Commission (the “Proxy Statement”) soliciting each such stockholder’s affirmative vote at the Stockholder Meeting. The Company shall use its reasonable best efforts to cause the Stockholder Meeting to be called as promptly as practical after the date hereof for approval of the Company’s issuance of all Warrants forming part of the Second Warrant Tranche and the removal of the limitations on exercise set forth in Section 3(C) of the Warrants issued in connection with the First Warrant Tranche (the “Stockholder Approval”) in accordance with the law and the rules and regulations of Nasdaq and the Delaware General Corporation Law. The Company will, through its board of directors, recommend that its stockholders approve the issuance of the Warrants forming part of the Second Warrant Tranche and the removal of the foregoing limitations on exercise and will use reasonable best efforts to solicit its stockholders’ approval of such proposals, including soliciting proxies in favor of such approval, and will take all steps other reasonable action necessary or appropriate duly advisable to callsecure the Shareholder Approval. Notwithstanding any other provision of this Agreement, give notice of, convene and hold a Stockholders meeting, or otherwise obtain no Warrants forming part of the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving Second Warrant Tranche shall be issued under this Agreement to any Purchaser prior to Stockholder Approval (which, for this purpose shall not include the vote of any Warrant Shares, if any, acquired by such Purchaser in connection with the exercise of Warrants forming part of the First Warrant Tranche) except in accordance with the rules and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirableinterpretations of Nasdaq. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders Purchasers shall cooperate with one another (i) in connection therewithwith the preparation of the Proxy Statement, and (ii) in taking such actions or making any such filings, furnishing information required in connection with the Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers. The Purchasers and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement before that document (or any amendment thereto) is filed with the Commission, and reasonable and good faith consideration shall be given to any comments made by such party and its counsel. Each of the Purchasers and the Company shall use all reasonable efforts provide the other party and its counsel with (x) any comments or other communications, whether written or oral, that such party or its counsel may receive from time to obtain time from the necessary approvals by Commission or its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing staff with respect to the stockholders Proxy Statement promptly after receipt of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common those comments or other communications and (iiy) the issuance of any other Merger Shares issuable pursuant a reasonable opportunity to this Agreement participate in the form of LeukoSite Common Stock. LeukoSite will recommend response to its stockholders those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockCommission.

Stockholder Approval. The (a) Unless this Agreement has been terminated pursuant to Section 5.1, the Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold shall call a Stockholders special meeting of its stockholders promptly following the Closing but in any event not later than 180 days following the Closing (such meeting, the “Initial Stockholder Meeting”), to submit the Stockholder Proposal to its stockholders for approval. In the event that the Stockholder Proposal is not approved by the Company’s stockholders at the Initial Stockholder Meeting, the Company shall call another meeting of its stockholders (which may be a special meeting or otherwise obtain Company’s 2009 annual meeting) by not later than the necessary consents first anniversary of Stockholders, as the case may be, as soon as reasonably practicable Closing Date to submit the Stockholder Proposal to its stockholders for approval (the purpose “Subsequent Stockholder Meeting”). The Board of adopting and approving this Agreement Directors has unanimously adopted a resolution to recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposal. In connection with both the Initial Stockholder Meeting and the transactions contemplated hereunderSubsequent Stockholder Meeting, if any, the Company shall timely prepare (and the Investor will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders in a timely manner after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such other purposes as may be necessary or desirablestockholder approval. The Company shall notify the Investor promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will recommend supply the Investor with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its Stockholders stockholders such an amendment or supplement. Each of the adoption and approval of this Agreement Investor and the transactions contemplated hereby Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the other matters to be submitted to its Stockholders extent that such information shall have become false or misleading in connection therewithany material respect, and the Company shall use as promptly as practicable prepare and mail to its stockholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Investor prior to filing such proxy statement, or any amendment or supplement thereto, and provide the Investor with a reasonable opportunity to comment thereon; provided, however, that the Company shall retain the right to determine the final content of such proxy statement and any amendment or supplement thereto. The Investor agrees to promptly furnish the Company all reasonable efforts to obtain information concerning itself, its Affiliates, directors, officers, partners and stockholders and such other matters as may be reasonably necessary or advisable in connection with the necessary approvals by its Stockholders of proxy statement in connection with any such stockholders’ meeting. Unless this Agreement and has been terminated pursuant to Section 5.1, the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, Investor hereby agrees that at any meeting of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion Company held to vote on the Stockholder Proposal, however called, the Investor shall vote, or cause to be voted, all of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock Beneficially Owned by Investor and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock its Affiliates in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Proposal.

Stockholder Approval. (a) As promptly as practicable after the Issue Date (and in any event no later than thirty Business Days after the Issue Date), the Company agrees to prepare and file a proxy statement (the “Proxy Statement”) with the SEC that includes, to the extent required by the listing rules of the NYSE, a proposal to approve the issuance of shares of Common Stock to the Holders in connection with any future conversion of the Notes (the “Stockholder Approval”) at a special meeting of the Company’s shareholders (the “Stockholder Meeting”), which will be held as soon as practicable after the Issue Date. Subject to the directors’ fiduciary duties, the Proxy Statement shall include the Board’s recommendation that the stockholders vote in favor of the Stockholder Approval. The Company will shall use its reasonable best efforts to solicit from the stockholders proxies in favor of the Stockholder Approval and to obtain the Stockholder Approval. The Holders and their Affiliates agree to furnish to the Company all information concerning the Holders and their Affiliates as the Company may reasonably request in connection with the Proxy Statement and the Stockholder Meeting. The Company shall respond reasonably promptly to any comments received from the SEC with respect to the Proxy Statement. The Company shall provide to each Holder who owns more than 10% of the Notes, as promptly as reasonably practicable after receipt thereof, any written comments from the Commission or any written request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide each such Holder with copies of all correspondence between the Company, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or, in each case, any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the Company shall provide each Holder who owns more than 10% of the Notes with a reasonable opportunity to review and comment on such document or response. The Company shall, as promptly as practicable following the date on which the SEC confirms that it has no further comments on the Proxy Statement, (i) take all steps necessary or appropriate duly action required to call, establish a record date for and give notice ofof the Stockholder Meeting, (ii) cause the Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Stockholder Meeting and (iii) take all action reasonably required to duly call, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, Stockholder Meeting as soon as reasonably practicable for following the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion mailing of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable Proxy Statement to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock’s stockholders.

Stockholder Approval. As promptly as practicable following the date of this Agreement, the Company shall prepare and file a preliminary information statement containing the information specified in Schedule 14C under the Exchange Act in connection with the Stockholder Approval. The Company shall use its reasonable best efforts to cause the definitive information statement to be filed with the SEC as contemplated by Rule 14c-2 under the Exchange Act as promptly as practicable following the date on which the SEC has, orally or in writing, confirmed that it has no further comments on the preliminary information statement or does not intend to review the preliminary information statement, which confirmations shall be deemed to occur if the SEC has not affirmatively notified the Company prior to the tenth calendar day after making the initial filing of the preliminary information statement that the SEC will take all steps necessary or appropriate duly will not be reviewing such preliminary information statement. If for any reason the Company cannot obtain Stockholder Approval via written consent by the holders of a majority of the voting power of the Company’s issued and outstanding capital stock entitled to callvote thereon, give notice ofthe Company shall call a special meeting of stockholders (the “Stockholder Meeting”) at the earliest practical date following the determination that Stockholder Approval via written consent is not feasible, convene and the Company shall file a preliminary and definitive proxy statement for the Stockholder Meeting as promptly as practicable thereafter and shall hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable Stockholder Meeting for the purpose of adopting and approving this Agreement obtaining Stockholder Approval, with the recommendation of the Company’s board of directors to the Company’s stockholders that such stockholders vote in favor of the matters contemplated by the Stockholder Approval, and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to shall solicit proxies from its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders stockholders in connection therewith, and the Company all management-appointed proxyholders shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use vote their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock proxies in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stocksuch matters.

Stockholder Approval. (a) As expeditiously as possible following the execution of this Agreement and in any event within five (5) business days after the execution of this Agreement, the Company shall mail the Disclosure Statement to the Company Stockholders. The Disclosure Statement shall include (i) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Indemnifying Stockholders, the escrow arrangements and the authority of the Indemnification Representative, and a statement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms), (ii) a statement that appraisal rights are available for the Company Shares pursuant to Section 262 of the Delaware General Corporation Law and a copy of such Section 262, and all other relevant information. Buyer shall supply all information reasonably required by the Company for purposes of the Disclosure Statement. The Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholdersshall use its Reasonable Best Efforts to, as the case may be, as soon promptly as reasonably practicable for possible following the purpose execution of adopting this Agreement, secure and approving cause to be filed with the Company written consents from Company Stockholders necessary to secure the Requisite Stockholder Approval. As promptly as reasonably possible following its receipt of the Requisite Stockholder Approval, the Company shall deliver to the Buyer a certificate executed on behalf of the Company by its Secretary and certifying that the Requisite Stockholder Approval has been obtained, together with copies of the written consents evidencing such Requisite Stockholder Approval. The Company shall also send, pursuant to Sections 228 and 262(d) of the Delaware General Corporation Law, a written notice to all stockholders of the Company that did not execute such written consent informing them that this Agreement and the transactions contemplated hereunder, Merger were adopted and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals approved by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite the Company and that they approve resolutions authorizing (i) the conversion appraisal rights are available for their Company Shares pursuant to Section 262 of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and Delaware General Corporation Law (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval which notice shall include a copy of such resolutions authorizing (i) Section 262), and shall promptly inform the conversion Buyer of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or date on which such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stocknotice was sent.

Stockholder Approval. As promptly as practicable following the date of this Agreement (and in any event within twenty (20) Business Days following the Closing Date), the Company shall prepare and file a proxy statement prepared and filed with the Commission (the “Proxy Statement”) that includes a proposal for approval by the holders of Common Stock to approve the issuance of Common Stock upon exercise or conversion of the Warrants and Series A Convertible Preferred Stock of the Company issued to Purchasers pursuant to this Agreement as required under the listing standards of NYSE (and any successor thereto and any other trading market on which the Common Stock is listed), including Section 312.03 of the NYSE Listed Company Manual (the “Stockholder Approval”) at a special meeting of the stockholders of the Company (the “Company Stockholder Meeting”). Subject to the directors’ fiduciary duties, the Proxy Statement shall include the recommendation from the Board of Directors and the transaction committee of the Board of Directors that the stockholders vote in favor of the Stockholder Approval. The Company will shall use its reasonable best efforts to solicit from the stockholders proxies in favor of the Stockholder Approval and to obtain the Stockholder Approval. Each Purchaser and its Affiliates agree to furnish to the Company all information concerning such Purchaser and its Affiliates as the Company may reasonably request in connection with the preparation and filing of the Proxy Statement and any such special meeting of the stockholders of the Company. The Company shall respond reasonably promptly to any comments received from the Commission with respect to the Proxy Statement. The Company shall provide to each Purchaser, as promptly as reasonably practicable after receipt thereof, any written comments from the Commission or any written request from the Commission or its staff for amendments or supplements to the Proxy Statement and shall provide each Purchaser with copies of all correspondence between the Company, on the one hand, and the Commission and its staff, on the other hand, relating to the Proxy Statement. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or, in each case, any amendment or supplement thereto) or responding to any comments of the Commission or its staff with respect thereto, the Company shall provide the Purchasers with a reasonable opportunity to review and comment on such document or response. The Company shall, as promptly as practicable following the date on which the Commission confirms that it has no further comments on the Proxy Statement, (i) take all steps necessary or appropriate duly action required, including under the DGCL, the Company’s Organizational Documents and the applicable rules of the NYSE, to call, establish a record date for and give notice ofof the Company Stockholder Meeting, (ii) cause the Proxy Statement to be mailed to the Company’s stockholders as of the record date established for the Company Stockholders’ Meeting and (iii) take all action reasonably required, including under the DGCL, the Company’s Organizational Documents and the applicable rules of the NYSE, to duly call, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Company Stockholders, as the case may be, ’ Meeting as soon as reasonably practicable for following the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion mailing of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable Proxy Statement to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock’s stockholders.

Stockholder Approval. The As soon as reasonably practicable after the date hereof, the Company will take all steps necessary or appropriate duly to call, shall give notice ofof a meeting of its stockholders, convene and hold the Company shall prepare a proxy statement and present to a stockholders' meeting (the "Stockholders meetingMeeting"), or otherwise obtain the necessary consents of Stockholders, as the case may be, anticipated to be held as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals any event by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May August 31, 19992001, for resolutions approving the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion antidilution features of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form Series B Preferred Stock on the Closing Date as well as the conversion features of LeukoSite Common such Series B Preferred Stock. LeukoSite will recommend The Company agrees not to its hold any meeting of stockholders unless and until resolutions approving the adoption and approval of such resolutions authorizing (i) the conversion issuance of the shares antidilution features of LeukoSite the Series A Preferred Stock issued pursuant to and the Merger into shares Series B Preferred Stock on the Closing Date as well as conversion features of LeukoSite Common such Series B Preferred Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement are included in the form of LeukoSite Common Stockmatters to be voted upon at such meeting. Prior Palladin, Reservoir and Glenhill Capital LP, a Delaware limited partnership (unless such Investor ceases to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing hold at least an aggregate of sixty twenty five percent (6025%) of the shares of LeukoSite Preferred Stock (or underlying Common Stock outstanding at Stock) held by such Investor upon the Closingconsummation of the transactions contemplated hereby, the "Principal Investors") shall have the right and sufficient time to vote review the proxy materials prior to mailing to the Company's stockholders, and the Company shall promptly notify the Investors upon the receipt of, and provide copies of, any comments and correspondence from the SEC with respect to such shares proxy materials. The Company shall respond promptly to any comments and correspondence from the SEC. In connection with the Stockholders Meeting, the Company shall also cause the mailing of LeukoSite Common Stock the proxy materials to its stockholders and shall solicit proxies in favor of (i) such resolutions and shall use its best efforts to obtain stockholder approval thereof, including using its best efforts to continue to seek stockholder approval until such approval is obtained. The proxy statement relating to the conversion Stockholders Meeting shall comply with all applicable laws and shall not contain any material misstatements or omit material information at the time of the shares mailing of LeukoSite Series A Preferred Stock issued pursuant such proxy statement to the Merger into shares stockholders of LeukoSite Common Stock the Company and at the time of the Stockholders Meeting. The Board of Directors of the Company shall recommend (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement and include such recommendation in the form proxy statement) to its stockholders the approval of LeukoSite Common Stockthe resolutions presented at the Stockholders Meeting.

Stockholder Approval. The At a time mutually agreeable to Owners and Company will take all steps necessary or appropriate duly to callafter the execution of this Agreement, give notice ofbut in any event within sixty days of the date hereof, convene and hold a Stockholders meetingthe Company shall submit this Agreement, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunderhereby to its stockholders at a special meeting for approval and adoption as provided by the GCC and its Articles of Incorporation and Bylaws. The Board of Directors of the Company shall approve this Agreement and declare its advisability, and for such other purposes as may be necessary or desirablerecommend that the stockholders of the Company vote in favor of and adopt and approve this Agreement. The Company shall use its commercially reasonable efforts to solicit and obtain the approval of its stockholders to approve and adopt the Agreement and approve the Merger and to enable the Closing to occur at a special meeting of stockholders as promptly as practicable. In connection with such stockholder approval and as soon as practicable after the execution of this Agreement, the Company shall prepare, with the cooperation of Owners, an information statement (the “Information Statement”) for purposes of soliciting such approval of the stockholders, which shall include a statement to the effect that the Board of Directors of the Company has recommended that the stockholders of the Company vote in favor of and adopt and approve this Agreement. The Information Statement shall specify that adoption of this Agreement or submission of the letter of transmittal shall constitute approval by the stockholders of the Company of: (i) the escrow and all other provisions of Article IX hereof and the deposit of that portion of the Merger Consideration equal to the Escrow Amount into the Escrow Fund and (ii) in favor of the appointment of N.G. Houston III as Stockholder Representative, under and as defined in this Agreement. In addition, the letter of transmittal shall contain representations and warranties of the stockholders as to ownership and authority. Each Signing Stockholder hereby covenants and agrees that, during the period commencing on the date hereof and continuing until the first to occur of (A) the Effective Time and (B) termination of this Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of Company, however called, or in connection with any written consent of the stockholders of Company, such Signing Stockholder will recommend appear at the meeting or otherwise cause the shares of Company Common Stock held by such Signing Stockholder to its Stockholders be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) such shares in favor of the approval and adoption and approval of this Agreement and the transactions contemplated hereby approval of the Merger and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals actions contemplated by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement actions required in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockfurtherance thereof.

Stockholder Approval. The Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may beshall, as soon as reasonably practicable following the Closing, but not more than thirty (30) days thereafter, file a preliminary proxy statement for the purpose a vote of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend its stockholders to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the issuance of all Conversion Shares upon conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and Shares in compliance with Nasdaq Listing Rule 5635(b) and/or (d), (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable an amendment to the Company’s certificate of incorporation to increase its authorized number of shares of Common Stock to enable the issuance or reservation for issuance, representing as applicable, of all of the Conversion Shares (without regard to any limitations on conversion set forth in the Certificate of Designation) in compliance with the rules and regulations of Nasdaq (together, the “Transaction Proposals”), (iii) the Pool Increase (as defined below) and (iv) other customary annual stockholder meeting matters (the “Additional Proposals” and together with the Transaction Proposals, the “Proposals”). The Company shall, as soon as practicable following notification from the Staff that it has completed its review of the preliminary proxy statement or that it will not review the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Proposals. The Company covenants and agrees that its Board of Directors shall unanimously recommend that the Proposals be approved by the Company’s stockholders at all meetings in which such Proposals are considered and promptly file, if applicable, the necessary amendments to the Company’s certificate of incorporation after the Proposals are approved. If the Company’s stockholders do not approve the Transaction Proposals at the first meeting in which they are voted on by the stockholders, the Company covenants and agrees that it will submit the Transaction Proposals for approval of the Company’s stockholders at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote annually until such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockapproval is obtained.

Stockholder Approval. (a) The Company will take all steps necessary or appropriate duly covenants that it shall use its reasonable best efforts to callobtain stockholder approval of the exercise of the Warrants into Shares in accordance with the rules of the Nasdaq Stock Market (the “Stockholder Approval”) and in excess of the Alternate Beneficial Ownership Limitation for any holder of Warrants together with its Affiliates and Attribution Parties at the Company’s 2024 annual meeting of stockholders (the “Annual Meeting”), give notice ofwhich the Company intends to hold during calendar year 2024, convene and hold provided, however, that, at the Company’s election, the Company may instead call a Stockholders meeting, or otherwise special meeting of its stockholders (the “Special Meeting”) before the Annual Meeting in order to obtain the necessary consents of Stockholders, as Stockholder Approval. In no event will the case may be, as soon as reasonably practicable for Stockholder Approval increase the purpose of adopting and approving this Agreement and Beneficial Ownership Limit or the transactions contemplated hereunderAlternate Beneficial Ownership Limit in the Warrant Agreements to be higher than 49.9%, and in no event will the Stockholder Approval provide for a holder of any Warrant to be able to exercise such other purposes Warrant if the beneficial ownership of the holder, together with its Affiliates or Attribution Parties (as may be necessary or desirabledefined in the Warrant Agreements) would exceed 49.9% of the outstanding shares of the Company’s Common Stock. The Company will shall use its reasonable best efforts to solicit its stockholders’ approval of such resolution and to cause its board of directors to recommend to its Stockholders the adoption and approval stockholders that they approve such resolution. If the Stockholder Approval is not obtained at the Annual Meeting (or at a Special Meeting called prior to the Annual Meeting, at the election of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewithCompany), and the Company shall use all its reasonable best efforts to obtain the necessary approvals by Stockholder Approval at its Stockholders 2025 annual meeting of this Agreement and stockholders (the transactions contemplated hereby“2025 Annual Meeting”). LeukoSite will take all steps necessary If the Stockholder Approval is not obtained before or appropriate duly to callat the 2025 Annual Meeting, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and then the Company shall use their best reasonable efforts no longer be obligated to seek to obtain irrevocable binding commitments the Stockholder Approval. The Purchasers agree that the Company will not be liable for any penalty, damages, or proxiesother remedy if the Company fails, after using its reasonable best efforts in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closingaccordance with this Agreement, to vote such shares of LeukoSite Common Stock in favor of (i) obtain the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Approval.

Stockholder Approval. The Company will take all steps necessary or appropriate Buyer shall, as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (a) cause the Proxy Statement to be disseminated to the stockholders of Buyer (the “Buyer Stockholders”) in compliance with applicable Law, (b) duly to call, give notice of, of and convene and hold a meeting of the Buyer Stockholders meeting(the “Buyer Stockholders’ Meeting”) in accordance with Buyer’s Organizational Documents, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting applicable Law and approving this Agreement and the transactions contemplated hereunderNasdaq rules, and for such other purposes as may be necessary or desirable(c) solicit proxies from the Buyer Stockholders to vote in favor of each of the Transaction Proposals, and provide the Buyer Stockholders with the opportunity to elect to effect a Buyer Share Redemption. The Company will Buyer shall, through its Board of Directors, recommend to its Stockholders the Buyer Stockholders: (i) the adoption and approval of this Agreement in accordance with applicable Law and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and Nasdaq rules; (ii) the approval of the issuance of any other Merger Shares issuable Buyer’s common stock pursuant to this Agreement Nasdaq rules as contemplated by the Subscription Agreements with the applicable PIPE Investors, to the extent applicable; (iii) the approval of the adoption by Buyer of the equity incentive plan in the form provided by the Company to Buyer before the Closing Date on terms mutually agreed between Buyer and the Company (the “Buyer ESOP”); (iv) the election of LeukoSite Common Stock. LeukoSite will recommend directors effective as of the Closing as contemplated by Section 6.08; (v) the approval of the Redomiciliation, including the adoption and approval the Gibraltar Articles and all other documents required to its stockholders be filed in connection with the Redomiciliation; (vi) the adoption and approval of such resolutions authorizing any other proposals as the SEC (ior staff member thereof) may indicate are necessary in its comments to the Registration Statement/Proxy Statement or correspondence related thereto; (vii) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock adoption and (ii) the issuance approval of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite proposals as reasonably agreed by Buyer and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments be necessary or proxies, appropriate in substantially connection with the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to transactions contemplated hereby; and (viii) the Company, representing at least an aggregate of sixty percent (60%) adjournment of the shares of LeukoSite Common Stock outstanding at the ClosingBuyer Stockholders’ Meeting, if necessary, to vote such shares permit further solicitation of LeukoSite Common Stock in favor of (i) the conversion proxies because there are not sufficient votes to approve and adopt any of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and foregoing (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement such proposals described in the form of LeukoSite Common Stockforegoing clauses, together, the “Transaction Proposals”), and include such recommendation in the Registration Statement/Proxy Statement.

Stockholder Approval. The Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold (a) Parent shall call a Stockholders meeting, or otherwise obtain meeting of its stockholders (the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable “Parent Meeting”) for the purpose of adopting obtaining the requisite stockholder approval required in connection with the issuance of Parent Common Stock in the Merger (the “Parent Stockholder Approval ”) and shall use its reasonable best efforts to cause such meeting to occur as soon as practicable, and in any event within 35 days following the date on which the Proxy Statement is cleared by the SEC, which efforts shall include the actions set forth in Section 6.3(b); provided that Parent shall have the right to delay the Parent Meeting as necessary (i) if Parent has not on the date of the Parent Meeting received proxies representing a sufficient number of shares of Parent Common Stock to obtain the Parent Stockholder Approval, (ii) if Parent reasonably determines that it is legally required to provide new or additional information to its stockholders and to provide its stockholders with additional time to review such information prior to the Parent Meeting or (iii) by up to ten business days if Parent has provided to the Company written notice of its determination to effect a Change of Recommendation ten or fewer business days prior to the Parent Meeting. The Board of Directors of Parent shall use its reasonable best efforts to obtain from its stockholders the Parent Stockholder Approval. Parent shall submit the proposal to obtain the Parent Stockholder Approval at the Parent Meeting even if its Board of Directors shall have withdrawn, modified or qualified its recommendation. The Board of Directors of Parent has adopted resolutions approving this Agreement the Merger and the transactions contemplated hereunder, issuance of Parent Common Stock in the Merger and for such other purposes as may be necessary or desirable. The Company will recommend directing that a proposal to its Stockholders issue the adoption and approval of this Agreement and Parent Common Stock in connection with the transactions contemplated hereby and the other matters to Merger be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) Parent’s stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockconsideration.

Stockholder Approval. (i) The Company will take all steps necessary or appropriate duly to call, give notice of, convene shall prepare and hold a Stockholders meeting, or otherwise obtain file with the necessary consents of StockholdersSEC, as promptly as practicable after the case may bedate hereof, but in no event later than twenty (20) calendar days after the Closing Date, the Proxy Statement (as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirabledefined below). The Company will recommend shall provide each stockholder entitled to its Stockholders vote at a special or annual meeting of stockholders of the adoption and Company (the “Stockholder Meeting”), which shall be called as promptly as practicable after the date hereof, but in no event later than July 1, 2011 (the “Stockholder Meeting Deadline”), a proxy statement (the “Proxy Statement”), in a form reasonably acceptable to the Buyers after review by Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of this Agreement resolutions (the “Resolutions”) providing for (x) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law, the provisions of the Bylaws and the transactions contemplated hereby rules and regulations of the other matters Principal Market including Rule 5635(a) and (d) of the NASDAQ Listing Rules (such affirmative approval being referred to be submitted herein as the “Principal Market Stockholder Approval”) and (y) an increase in the authorized shares of Common Stock of the Company to its Stockholders in connection therewithnot less than 100,000,000 shares of Common Stock and any actions required to cause such increase to occur (such affirmative approval being referred to herein as the “Authorized Share Stockholder Approval”, and collectively with the Principal Market Stockholder Approval, the “Company Stockholder Approval”), and the Company shall use all reasonable efforts solicit its stockholders’ approval of the Resolutions and cause the Board of Directors to recommend to the stockholders that they approve the Resolutions. In connection therewith, the Company shall, at its expense, hire Xxxxxxxxx Inc. or another proxy solicitation firm acceptable to Kingsbrook to solicit the Authorized Share Stockholder Approval and the Principal Market Stockholder Approval. The Company shall be obligated to seek to obtain the necessary approvals by its Stockholders of this Agreement Principal Market Stockholder Approval and the transactions contemplated herebyAuthorized Share Stockholder Approval by the Stockholder Meeting Deadline. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing If (i) the conversion Principal Market Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held within six (6) months of the shares of LeukoSite Series A Preferred Stock issued pursuant initial Stockholder Meeting and each calendar quarter thereafter with respect to the Merger into shares of LeukoSite Common Resolutions relating to the Principal Market Stockholder Approval until Principal Market Stockholder Approval is obtained and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in Authorized Share Stockholder Approval is not obtained at the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to be held within six (6) months of the initial Stockholder Meeting and each calendar quarter thereafter with respect to the Resolutions relating to the Authorized Share Stockholder Approval until the Authorized Share Stockholder Approval is obtained; provided, that in each case, the Company shall not be required to obtain irrevocable binding commitments either the Principal Market Stockholder Approval or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to Authorized Share Stockholder Approval if the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockW.E.T. Acquisition is not consummated.

Stockholder Approval. The Company will take shall provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than April 15, 2024 (the “Stockholder Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to the Buyers and Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP and Blank Rome LLP incurred in connection therewith in an amount not exceed $15,000. The proxy statement, if any, shall solicit each of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval, after giving effect to the amendments and transactions contemplated hereby, of (x) the increase of the authorized shares of the Company from 625,000,000 to 5,000,000,000 and (y) the issuance of all steps necessary or appropriate duly of the Underlying Shares, in excess of the aggregate number of Underlying Shares previously approved by the stockholder’s of the Company, in compliance with the rules and regulations of the principal Trading Market of the Common Stock (without regard to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain any limitations on conversion set forth in the necessary consents Debentures and/or exercise of Stockholdersthe Warrants, as applicable (such affirmative approval being referred to herein as the case may be“Stockholder Approval”, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunderdate such Stockholder Approval is obtained, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith“Stockholder Approval Date”), and the Company shall use all its reasonable best efforts to obtain the necessary approvals by solicit its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and stockholders’ approval of such resolutions authorizing (i) and to cause the conversion Board of Directors of the shares of LeukoSite Series A Preferred Stock issued pursuant Company to recommend to the Merger into shares of LeukoSite Common Stock and (ii) stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the issuance of any other Merger Shares issuable pursuant Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting Deadline, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments be held on or proxiesprior to July 15, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to 2024. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, representing at least the Company shall cause an aggregate of sixty percent (60%) additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained. If the staff of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion Securities and Exchange Commission initiates a review of the shares of LeukoSite Series A Preferred Stock issued pursuant proxy statement contemplated by this Section 6(c), the “Stockholder Meeting Deadline” shall mean June 1, 2024, provided that the Company shall respond as promptly as reasonably practicable to any comments received from the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockstaff.

Stockholder Approval. The Under the DGCL, if we acquire, pursuant to the Offer or otherwise, at least 90% of the outstanding Class A Shares, we believe we could, and we intend to, effect a merger under the short-form merger provisions of the DGCL without prior notice to, or any action by, any other Company stockholder. If we do not acquire at least 90% of the outstanding Class A Shares, we will take all steps necessary or appropriate duly have to seek approval of the Merger Agreement and the Merger by the Company’s stockholders. Approval of the Merger Agreement and the Merger requires the approval of holders of not less than a majority of the outstanding Class A Shares, including the Class A Shares owned and purchased by us pursuant to the Offer. Thus, assuming that the Minimum Condition is satisfied, upon consummation of the Offer, we would own sufficient Shares to enable us, without the vote of any other Company stockholder, to satisfy the stockholder approval requirement to approve the Merger. Pursuant to the Merger Agreement, if required by law, the Company has agreed (i) to call, give notice of, convene and hold a special meeting of the Company’s Class A Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable following the Acceptance Time for the purpose of adopting considering and approving this taking action upon the Merger Agreement; and (ii) to prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and the Merger Agreement and use its reasonable best efforts (A) to obtain and furnish the transactions contemplated hereunderinformation required to be included by the SEC in the Proxy Statement (as defined below) and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (together with any amendments 27 Table of Contents and supplements thereto, the “Proxy Statement”) to be mailed to the Class A Stockholders as soon as reasonably practicable, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts (B) to obtain the necessary approvals by its Stockholders of this Agreement Merger and the Merger Agreement by the Class A Stockholders. Rule 13e-3. The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions contemplated herebyand which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer or otherwise in which Purchaser seeks to acquire the remaining Shares not held by it. LeukoSite will take all steps necessary or appropriate duly to callIf applicable, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purposeRule 13e-3 requires, among other purposesthings, of proposing that certain financial information concerning the Company and certain information relating to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion fairness of the shares proposed transaction and the consideration offered to minority stockholders in such transaction be filed with the SEC and disclosed to stockholders prior to the consummation of LeukoSite Series A Preferred Stock issued pursuant the transaction. Purchaser and Parent believe, however, that Rule 13e-3 will not be applicable to the Merger into shares of LeukoSite Common and (ii) if the issuance of any other Merger Shares issuable pursuant to this Agreement is consummated within one year after the Acceptance Time at the same per share price as paid in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockOffer.

Stockholder Approval. The Company will take shall use its Reasonable Best Efforts to obtain, immediately following the execution and delivery of this Agreement, the Requisite Stockholder Approval, all steps necessary in accordance with the applicable requirements of the DGCL. In connection with such action, the Company shall provide to its stockholders (promptly after the date hereof) the Disclosure Statement, which shall include (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Holders, the escrow arrangements and the authority of the Holder Representative, and a statement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms), and (B) a statement that appraisal or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable dissenters’ rights are available for the purpose Company Shares pursuant to (x) Section 262 of adopting the DGCL and approving this Agreement a correct and complete copy of such Section 262 and (y) Section 1300 et. al. of the transactions contemplated hereunder, CGCL and for a correct and complete copy of such other purposes as may be necessary or desirableSection 1300 et. al. The Buyer agrees to reasonably cooperate with the Company in the preparation of the Disclosure Statement. The Company will recommend agrees not to distribute the Disclosure Statement until Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement. The Company, acting through its Stockholders Board of Directors, shall include in the Disclosure Statement the unanimous recommendation of its Board of Directors that the stockholders of the Company vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby approval of the Merger; provided however, that, subject to Section 4.7, the Board of Directors of the Company may evaluate whether to make and may make a change in its recommendation prior to delivery of the Requisite Stockholder Approval, as applicable, and may make any statement required by applicable Law, if the Board of Directors of the Company determines that a change in its recommendation is necessary in order for such Board to comply with its fiduciary duties under the DGCL and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockCGCL.

Stockholder Approval. The (a) As promptly as practicable, but in no event more than two (2) Business Days, after the receipt of a California Permit or after the Registration Statement is declared effective by the SEC pursuant to the Securities Act, the Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of shall submit this Agreement and the transactions contemplated hereby to the Stockholders for approval and adoption as provided by the DGCL and the other matters Company Certificate of Incorporation and By-laws of the Company. Such submission, and any proxy or consent in connection therewith, shall specify that adoption of this Agreement shall constitute approval by the Stockholders of: (A) the escrow and indemnification obligations of the Stockholders set forth in Article X hereof and the deposit of the Escrow Amount with the Escrow Agent and (B) the appointment of Xxxxxx Xxxx as the Stockholder Representative, with the rights and responsibilities set forth in this Agreement. Any materials to be submitted to its the Stockholders in connection therewithwith the solicitation of their approval of the Merger and this Agreement (the “Soliciting Materials”) shall be subject to review and approval by Parent and shall include information regarding the Company, the terms of the Merger, this Agreement and the Related Agreements, and include the recommendation of the board of directors of the Company in favor of the Merger, this Agreement, the Escrow Agreement and the other transactions contemplated by this Agreement, and a statement that the Company’s board of directors has determined that the terms of the Merger and this Agreement are fair to and in the best interests of the Company and the Stockholders. The Company shall use all its commercially reasonable efforts to obtain the necessary approvals by approval or consent of its Stockholders of sufficient to approve the Merger and this Agreement and to enable the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly Closing to calloccur as promptly as practicable following the date hereof and, give notice ofin any event, convene and hold its annual within thirty (or a special30) stockholders meeting, no later than May 31, 1999, for days following the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion receipt of the shares of LeukoSite Series A Preferred Stock issued California Permit or the date on which the Registration Statement is declared effective by the SEC pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockSecurities Act.

Stockholder Approval. The Company will take all steps necessary or appropriate duly to callshall prepare and file with the SEC, give notice ofas promptly as practicable after the date hereof but in no event later than twenty (20) days after the date hereof, convene an information statement (the "INFORMATION STATEMENT"), substantially in the form that has been previously reviewed and hold reasonably approved by the Buyers and a Stockholders meetingcounsel of their choice, or otherwise obtain informing the necessary stockholders of the Company of the receipt of the consents of Stockholders, as the case may be, as soon as reasonably practicable for requisite stockholders (the purpose "STOCKHOLDER CONSENT") approving resolutions increasing the authorized number of adopting and approving this Agreement and shares of common stock from 15,000,000 shares to 60,000,000 shares (the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable"SHARE INCREASE"). The Company will recommend shall prepare and file with the SEC a preliminary proxy statement with respect to its Stockholders a special or annual meeting of the adoption stockholders of the Company (the "STOCKHOLDER MEETING"), which shall be promptly called and held not later than June 30, 2006 (the "STOCKHOLDER MEETING DEADLINE") soliciting each such stockholder's affirmative vote for approval of, to the extent not previously adopted, the amended forms of this Agreement Certificate of Incorporation and By-Laws of the transactions contemplated hereby Company in substantially the forms attached as Exhibit K and Exhibit L hereto, respectively (such affirmative approval being referred to herein as the other matters to be submitted to its Stockholders in connection therewith"STOCKHOLDER APPROVAL"), and the Company shall use all reasonable its best efforts to obtain the necessary approvals by solicit its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and stockholders' approval of such resolutions authorizing (i) and to cause the conversion Board of Directors of the shares of LeukoSite Series A Preferred Stock issued pursuant Company to recommend to the Merger into shares of LeukoSite Common Stock and (ii) stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the issuance of any other Merger Shares issuable pursuant Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's best efforts the Stockholder Approval is not obtained on or prior to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting Deadline, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or be held each calendar quarter thereafter until such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Approval is obtained.

Stockholder Approval. The Company will take all steps necessary or appropriate duly shall provide each stockholder entitled to callvote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), give notice ofwhich shall be promptly called and held not later than October 5, convene 2023 (the “Stockholder Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to the Holder and hold Xxxxxx Xxxx & Xxxxxx LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of Xxxxxx Xxxx & Xxxxxx LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if any, shall solicit each of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval of (x) the increase of the authorized shares of Common Stock of the Company from 175 million to 250 million, (y) any matters requiring stockholder approval pursuant to the listing requirements of the Principal Market including, without limitation the issuance of more than 20% of the outstanding shares of Common Stock, in connection with the Transaction and (z) a Stockholders meetingreverse stock split of the Common Stock in a ratio of not more than one share of new Common Stock for every five shares of Common Stock, or otherwise obtain then outstanding, but only to the necessary consents extent that the approval of Stockholders, the Company’s stockholders is required to approve such reverse stock split (such affirmative approval being referred to herein as the case may be“Stockholder Approval”, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunderdate such Stockholder Approval is obtained, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith“Stockholder Approval Date”), and the Company shall use all its reasonable best efforts to obtain the necessary approvals by solicit its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and stockholders’ approval of such resolutions authorizing (i) and to cause the conversion Board of Directors of the shares of LeukoSite Series A Preferred Stock issued pursuant Company to recommend to the Merger into shares of LeukoSite Common Stock and (ii) stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the issuance of any other Merger Shares issuable pursuant Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting Deadline, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments be held on or proxiesprior to November 2, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to 2023. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, representing at least the Company shall cause an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, additional Stockholder Meeting to vote be held semi-annually thereafter until such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Approval is obtained.

Stockholder Approval. The (i) If the Common Stock is listed on an Eligible Market (as defined in the Registration Rights Agreement) other than the Principal Market (the "NEW PRINCIPAL MARKET") and the issuance of the Conversion Shares and Warrant Shares as contemplated under the Transaction Documents would exceed that number of shares of Common Stock which the Company will take all steps necessary may issue without breaching the Company's obligations under the rules or appropriate duly regulations of the New Principal Market, then the Company shall obtain the approval of its stockholders as required by the applicable rules of the New Principal Market for issuances of the Conversion Shares and Warrant Shares in excess of such amount. At such time, the Company shall provide each stockholder entitled to callvote at a special or annual meeting of stockholders of the Company (the "STOCKHOLDER MEETING"), give notice which shall be promptly called and held not later than 75 days after the earlier of (i) the New Principal Market indication of and (ii) the Company becoming aware of, convene any limitation imposed by the New Principal Market on the issuance of Conversion Shares or Warrant Shares (the "STOCKHOLDER MEETING DEADLINE"), a proxy statement, substantially in the form which has been previously reviewed by the Buyers and hold a Stockholders meetingXxxxxxx Xxxx & Xxxxx LLP, or otherwise obtain at the necessary consents expense of Stockholdersthe Company, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions providing for the Company's issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the New Principal Market and such affirmative approval being referred to herein as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith"STOCKHOLDER APPROVAL"), and the Company shall use all its reasonable best efforts to (i) solicit its stockholders' approval of such resolutions and to (ii) cause the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions. The Company shall be obligated to use its reasonable best efforts to obtain the necessary approvals Stockholder Approval by its Stockholders of this Agreement and the transactions contemplated herebyStockholder Meeting Deadline. LeukoSite will take all steps necessary If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing prior to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting Deadline, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments be held every six (6) months thereafter until such Stockholder Approval is obtained or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to Notes and the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockWarrants are no longer outstanding.

Stockholder Approval. (i) The Company will take all steps necessary shall provide each stockholder entitled to vote at a special or appropriate duly annual meeting of stockholders of the Company (the "STOCKHOLDER MEETING"), which initially shall be promptly called and held not later than April 30, 2007 (the "STOCKHOLDER MEETING DEADLINE"), a proxy statement, substantially in the form which has been previously reviewed by the Buyers and Xxxxxxx Xxxx & Xxxxx LLP at the expense of the Company, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "RESOLUTIONS") providing for the increase in the authorized Common Stock from 110,000,000 shares to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, at least 150,000,000 shares (such affirmative approval being referred to herein as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement "STOCKHOLDER APPROVAL" and the transactions contemplated hereunderdate such approval is obtained, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith"STOCKHOLDER APPROVAL DATE"), and the Company shall use all its reasonable best efforts to solicit its stockholders' approval of the Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the necessary approvals Stockholder Approval by its Stockholders the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held each six month period thereafter until such Stockholder Approval is obtained, provided that if the Board of this Agreement and Directors of the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing Company does not recommend to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of Resolutions at any such Stockholder Meeting and the shares of LeukoSite Series A Preferred Stock issued pursuant to Stockholder Approval is not obtained, or the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingNotes are no longer outstanding, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or be held each calendar quarter thereafter until such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Approval is obtained.

Stockholder Approval. (a) The Company will take shall use its Reasonable Best Efforts to obtain, immediately following the execution and delivery of this Agreement, the Requisite Stockholder Approval and the stockholder approval set forth in Section 5.2(p), pursuant to a written stockholder consent, all steps necessary in accordance with the applicable requirements of the Delaware General Corporation Law. In connection with soliciting the written stockholder consent, promptly following the execution and delivery of this Agreement, the Company shall provide to its stockholders the Disclosure Statement, which shall include (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Holders, the escrow arrangements and the authority of the Holder Agent, and a statement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms), (B) a statement that appraisal or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable dissenters’ rights are available for the purpose Company Shares pursuant to Section 262 of adopting the Delaware General Corporation Law and approving a correct and complete copy of such Section 262, and (C) a written notice pursuant to Section 228 and Section 262(d) of the Delaware General Corporation Law to all stockholders of the Company that did not execute such written consent informing such stockholders that this Agreement and the transactions contemplated hereunder, Merger were adopted and for such other purposes as may be necessary or desirableapproved by the stockholders of the Company. Buyer agrees to reasonably cooperate with the Company in the preparation of the Disclosure Statement. The Company will recommend agrees not to distribute the Disclosure Statement until Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by Buyer (which approval may not be unreasonably withheld, conditioned or delayed). The Company, acting through its Stockholders Board of Directors, shall include in the Disclosure Statement the unanimous recommendation of its Board of Directors that the stockholders of the Company vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion approval of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockMerger.

Stockholder Approval. (a) The Company will take all steps necessary Board shall not revoke or appropriate duly modify the Company Board Resolutions. (b) The Company shall, with the assistance of Parent, prepare an information statement (together with any amendments thereof or supplements thereto, the “Information Statement”) to callbe used in connection with soliciting the requisite approvals and consents from the Stockholders to consummate the Merger, give notice ofincluding the Company Stockholder Approval, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholdersother transactions contemplated hereby in accordance with the Company Charter Documents and applicable Law, as well as to facilitate Parent’s proposed issuance of Parent Company Stock in the case may beMerger in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act. The Information Statement shall include, as soon as reasonably practicable for among other things, a description of the purpose terms of adopting and approving this Agreement and, to the extent material, any other Transaction Agreement and the transactions contemplated hereunderhereby and thereby, information regarding the availability of appraisal rights under the DGCL, the recommendation of the Company Board to the Stockholders to vote in favor of the approval and adoption of this Agreement and the Merger and the other transactions contemplated hereby, and for such other purposes as may be necessary or desirablethe Written Consent. The Company will recommend send to its Stockholders each Stockholder the adoption Information Statement for the purpose of considering, approving and approval of adopting this Agreement and the transactions contemplated hereby not later than 5 Business Days after the Agreement Date. The Parties shall cooperate with each other in connection with the preparation of the Information Statement, including by providing information reasonably necessary for the preparation of the Information Statement, and the other matters to be submitted to its Stockholders by accepting all reasonable additions, deletions or changes suggested in connection therewith, and . No amendment or supplement to the Information Statement will be made by the Company shall use all reasonable efforts to obtain without the necessary approvals by its Stockholders prior written consent of this Agreement and the transactions contemplated herebyParent. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock.5.2.2

Stockholder Approval. The Company will take shall provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders of the Company or (y) a special meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be promptly called and held not later than June 30, 2010 (or in the event that such proxy statement is subject to a full review by the SEC, July 31, 2010) (the "Stockholder Meeting Deadline"), a proxy statement, substantially in a form which shall have been previously reviewed by Xxxxxxxxx Xxxxxxx LLP, at the expense of the Company but in any event such expense not to exceed $15,000; soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions ("Stockholder Resolutions") providing for the Company's issuance of all steps necessary or appropriate duly of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, herein as the case may be"Stockholder Approval", as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunderdate such Stockholder Approval is obtained, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith“Stockholder Approval Date”), and the Company shall use all its reasonable best efforts to obtain the necessary approvals by solicit its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and stockholders' approval of such resolutions authorizing (i) and to cause the conversion Board of Directors of the shares of LeukoSite Series A Preferred Stock issued pursuant Company to recommend to the Merger into shares of LeukoSite Common Stock and (ii) stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the issuance of any other Merger Shares issuable pursuant Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting Deadline, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments or proxiesbe held once in each of the three subsequent calendar quarters thereafter until such Stockholder Approval is obtained. If, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to despite the Company's reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, representing at least the Company shall cause an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, additional Stockholder Meeting to vote be held semi-annually thereafter until such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Approval is obtained.

Stockholder Approval. The If at any time the Exchange Cap (as defined in the Warrants) would limit the aggregate number of shares of Common Stock which the Company will take may issue upon exercise of the Warrants, at the written request of holders of a majority of the Warrant Shares outstanding at such time (as determined assuming full exercise of the Warrants prior to such date without taking into account any limitations on the exercise of the Warrants set forth in the Warrants) (the date of such request, the “Stockholder Meeting Request Date”), the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than ninety (90) calendar days after the Stockholder Meeting Request Date (the “Stockholder Meeting Deadline”), a proxy statement, substantially in the form which has been previously reviewed by the Buyers and Xxxxxxx Xxxx & Xxxxx LLP, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions providing for the Company’s issuance of all steps necessary or appropriate duly of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market and such affirmative approval being referred to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, herein as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith“Stockholder Approval”), and the Company shall use all its reasonable best efforts to solicit its stockholders’ approval of such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions. The Company shall be obligated to use its reasonable best efforts to obtain the necessary approvals Stockholder Approval by its Stockholders of this Agreement and the transactions contemplated herebyStockholder Meeting Deadline. LeukoSite will take all steps necessary If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing prior to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting Deadline, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments be held every six (6) months thereafter until such Stockholder Approval is obtained or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockWarrants are no longer outstanding.

Stockholder Approval. The If at any time the Exchange Cap (as defined in the Notes) would limit the aggregate number of shares of Common Stock which the Company will take all steps necessary may issue upon conversion or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholdersexercise, as applicable, of the case may beNotes and Warrants, at the written request of holders of a majority of the Conversion Shares and Warrant Shares outstanding at such time (as soon as reasonably practicable determined assuming full conversion of the Notes and full exercise of the Warrants prior to such date without taking into account any limitations on the conversion of the Notes or exercise of the Warrants set forth in the Notes and Warrants, respectively) (the date of such request, the “Stockholder Meeting Request Date”), the Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than ninety (90) calendar days after the Stockholder Meeting Request Date (the “Stockholder Meeting Deadline”), a proxy statement, substantially in the form which has been previously reviewed by the Buyers, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions providing for the purpose Company’s issuance of adopting and approving this Agreement all of the Securities as described in the Transaction Documents in accordance with applicable law and the transactions contemplated hereunder, rules and for regulations of the Principal Market and such other purposes affirmative approval being referred to herein as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith“Stockholder Approval”), and the Company shall use all its reasonable best efforts to solicit its stockholders’ approval of such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions. The Company shall be obligated to use its reasonable best efforts to obtain the necessary approvals Stockholder Approval by its Stockholders of this Agreement and the transactions contemplated herebyStockholder Meeting Deadline. LeukoSite will take all steps necessary If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing prior to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting Deadline, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments be held every six (6) months thereafter until such Stockholder Approval is obtained or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockNotes are no longer outstanding.

Stockholder Approval. The Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon (a) As promptly as reasonably practicable for after the purpose execution of adopting this Agreement but in any event not more than fifteen (15) Business Days after the date hereof, the Company shall prepare the Company Proxy Statement in preliminary form and approving file it with the SEC. The Board of Directors has determined that the transactions contemplated by this Agreement and the Ancillary Documents are fair to and in the best interests of the Company and its stockholders, has resolved to recommend to the Company’s stockholders that the holders of the Common Stock approve the Charter Amendment, the issuance of the Purchased Preferred Shares to Investors, the New LTIP and the other transactions contemplated hereunder, hereunder and for shall include such other purposes recommendation in the Company Proxy Statement. Each Investor shall provide to the Company all information concerning such Investor and its Affiliates as may be necessary reasonably requested by the Company in connection with the Company Proxy Statement and shall otherwise cooperate with the Company in the preparation of the Company Proxy Statement and the resolution of any comments thereto received from the SEC. Each of the Company and Investors shall promptly correct any information provided by it for use in the Company Proxy Statement if and to the extent such information shall have become false or desirablemisleading in any material respect. The Company will recommend shall notify Investors promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Company Proxy Statement and shall supply Investors with copies of all written correspondence between the Company or any of its Stockholders representatives, on the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewithone hand, and the SEC, on the other hand, with respect to the Company Proxy Statement. The Company shall use all its commercially reasonable efforts to obtain respond promptly to any comments received from the necessary approvals by SEC concerning the Company Proxy Statement and to resolve such comments with the SEC, and shall use its Stockholders of this Agreement and commercially reasonable efforts to cause the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly Company Proxy Statement to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend be disseminated to its stockholders promptly after the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance resolution of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockcomments.

Stockholder Approval. The Company will take all steps necessary or appropriate duly to call, give notice of, convene shall prepare and hold a Stockholders meeting, or otherwise obtain file with the necessary consents of StockholdersSEC (as defined in the Notes), as promptly as practicable after the case may bedate hereof, but in no event later than three (3) Business Days after the date of this Agreement, the Proxy Statement (as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirabledefined below). The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be called as promptly as practicable after the date hereof, but in no event later than the earlier of (i) 20 days after the SEC informs the Company that there will recommend be no review of the Proxy Statement or that they have no further comments to its Stockholders the adoption Proxy Statement and (ii) August 31, 2011 (such earlier date is referred to herein as the “Stockholder Meeting Deadline”), a proxy statement (the “Proxy Statement”), in a form reasonably acceptable to the Claimants after review by each of their respective counsel at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting solely for approval of this Agreement resolutions (the “Resolutions”) providing for (a) an increase in the authorized shares of Common Stock of the Company to 750,000,000 and any actions required to cause such increase to occur, (b) the transactions contemplated hereby election of directors, and (c) the other matters approval of the auditors (such affirmative approval being referred to be submitted to its Stockholders in connection therewithherein as the “Stockholder Approval”), and the Company shall use all its reasonable best efforts to solicit its stockholders’ approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. In connection therewith, the Company shall, at its expense, hire a proxy solicitation firm acceptable to Iroquois Master Fund Ltd. to solicit the Stockholder Approval. The Company shall be obligated to seek to obtain the necessary approvals Stockholder Approval by its Stockholders of this Agreement and the transactions contemplated herebyStockholder Meeting Deadline. LeukoSite will take all steps necessary or appropriate duly to callIf, give notice ofdespite the Company’s reasonable best efforts, convene and hold its annual (or a special) stockholders meetingStockholder Approval is not obtained at the Stockholder Meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable held each calendar quarter thereafter with respect to the Company, representing at least an aggregate of sixty percent (60%) of Resolutions until the shares of LeukoSite Common Stock outstanding at Stockholder Approval is obtained. The Company shall respond to all comments received from the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant SEC with respect to the Merger into shares of LeukoSite Common Stock and Proxy Statement as soon as practicable after the receipt thereof (iibut in no event later than five (5) Business Days after the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockreceipt thereof).

Stockholder Approval. The Company will acknowledges and agrees that it is currently seeking stockholder approval at its annual meeting (the “Annual Meeting”) to effect the Reverse Split. The Company’s Board of Directors has recommended to the Company’s stockholders that the stockholders vote in favor of the Reverse Split proposal and has taken all commercially reasonable action to solicit the approval of the stockholders for the Reverse Split proposal. To the extent that the Company’s stockholders do not approve the Reverse Split proposal at the Annual Meeting, promptly following January 17, 2020, the Company shall take all steps commercially reasonable action necessary or appropriate duly to callcall a new meeting of its stockholders (the “Stockholders Meeting”), give notice ofwhich shall occur not later than June 7, convene and hold a Stockholders meeting2020, or otherwise obtain for the necessary consents purpose of Stockholdersseeking approval of the Company’s stockholders to effect the Reverse Split. In connection therewith, as the case may be, Company will as soon as reasonably practicable after January 17, 2020 file with the Commission proxy materials (including a proxy statement and form of proxy) for use at the purpose Stockholders Meeting and, after receiving and promptly responding to any comments of adopting and approving this Agreement and the transactions contemplated hereunderCommission thereon, and for shall as soon as reasonably practicable mail such other purposes as may be necessary or desirableproxy materials to the stockholders of the Company. The Company will recommend to its Stockholders comply with Section 14(a) of the adoption and approval of this Agreement Exchange Act and the transactions contemplated hereby rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and the other matters any form of proxy to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing sent to the stockholders of LeukoSite the Company in connection with the Stockholders Meeting. If the Company should discover at any time prior to the Stockholders Meeting, any event relating to the Company or the Subsidiary or any of their respective affiliates, officers or directors that they approve resolutions authorizing (i) is required to be set forth in a supplement or amendment to the conversion Proxy Statement, in addition to the Company’s obligations under the Exchange Act, the Company will promptly inform the Purchasers thereof. The Company’s Board of Directors shall recommend to the Company’s stockholders that the stockholders vote in favor of the shares Reverse Split at the Stockholders Meeting and take all commercially reasonable action (including, without limitation, the hiring of LeukoSite Series A Preferred Stock issued pursuant a proxy solicitation firm of nationally recognized standing) to solicit the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of stockholders for the shares of LeukoSite Series A Preferred Stock issued pursuant to Reverse Split. If the Merger into shares of LeukoSite Common Stock and (ii) Company does not obtain stockholder approval for the issuance of any other Merger Shares issuable pursuant to this Agreement in Reverse Split at the form of LeukoSite Common Stock. Prior to ClosingStockholders Meeting, LeukoSite and the Company shall use their best reasonable efforts call a meeting every four months thereafter to obtain irrevocable binding commitments or proxiesseek stockholder approval until the date that stockholder approval is obtained. No later than two (2) business days following stockholder approval of the Reverse Split proposal at the Annual Meeting, in substantially the form Company shall file with the Secretary of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable State of Delaware a certificate of amendment to the Company’s Certificate of Incorporation to effect the Reverse Split, representing at least an aggregate which certificate of sixty percent (60%) amendment shall provide that it shall become immediately effective upon filing. The Company shall issue a press release announcing the effectiveness of the shares of LeukoSite Common Stock outstanding at the Closing, to vote Reverse Split no later than one (1) business day after such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockfiling.

Stockholder Approval. The Company will take all steps necessary or appropriate duly shall provide each stockholder entitled to callvote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), give notice ofwhich shall be promptly called and held not later than 180 calendar days from the date hereof, convene and hold a Stockholders meeting, or otherwise obtain proxy statement meeting the necessary consents requirements of Stockholders, as Section 14 of the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement Exchange Act and the transactions contemplated hereunder, related rules and regulations thereunder promulgated by the Commission (“Proxy Statement”) soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement resolutions approving the Company’s issuance of the Securities (the “Stockholder Approval”) in accordance with law and the transactions contemplated hereby rules and regulations of the Nasdaq Global Market (or any other applicable Trading Market) and the other matters to be submitted to its Stockholders in connection therewithDelaware General Corporation Law, and the Company shall use all its reasonable best efforts to obtain the necessary approvals by solicit its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and stockholders’ approval of such resolutions authorizing (i) and to cause the conversion Board of Directors of the shares of LeukoSite Series A Preferred Stock issued pursuant Company to recommend to the Merger into shares of LeukoSite Common Stock stockholders that they approve such resolutions. The Proxy Statement shall be in a form reasonably acceptable to the Holders and accordingly, the Company shall provide the Legal Counsel (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement as defined in the form Registration Rights Agreement) with reasonable opportunity to review and comment on the Proxy Statement. The Company shall keep the Purchasers apprised of LeukoSite Common Stockthe status of matters relating to the Proxy Statement and the Stockholder Meeting, including promptly furnishing the Purchasers and their counsel with copies of notices or other communications related to the Proxy Statement, the Stockholder Meeting or the transactions contemplated hereby received by the Company from the Commission or the Nasdaq Global Market. Prior to ClosingIn the event that the Stockholder Approval is not obtained at the Stockholder Meeting, LeukoSite and then the Company shall use their its reasonable best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially solicit the form Stockholder Approval and to cause the Board of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable Directors of the Company to recommend to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding stockholders that they approve such resolutions at the ClosingCompany’s annual meeting of stockholders to be held in 2009, to vote such shares and at each successive annual meeting of LeukoSite Common Stock in favor of (i) stockholders thereafter until the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Approval has been obtained.

Stockholder Approval. The At the next special or annual meeting of stockholders of the Company will with a record date after the date of this Agreement, which annual or special meeting shall be called and held not later than December 31, 2017 (the “First Stockholder Meeting”), the Company shall take all steps action necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents approval of Stockholdersits stockholders of the issuance of all of the shares of Common Stock issuable under the Notes, as without regard to any limitations on conversion set forth in the case may beNotes, as soon as reasonably practicable for pursuant to and in accordance with the purpose applicable rules and regulations of adopting and approving this Agreement and the Trading Market, including, without limitation, NASDAQ Listing Rule 5635, if such rule is then applicable to the Company, its Common Stock or any of the transactions contemplated hereunderby the Transaction Documents, and for the articles of incorporation, bylaws or other governing documents of the Company (such other purposes affirmative approval being referred to herein as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement “Stockholder Approval”, and the transactions contemplated hereby and date such Stockholder Approval is obtained, the other matters to be submitted to its Stockholders in “Stockholder Approval Date”). In connection therewith, the Company shall provide each stockholder entitled to vote at the First Stockholder Meeting a proxy statement soliciting the affirmative vote of the Company’s stockholders necessary to obtain the Stockholder Approval at the First Stockholder Meeting, and the Company shall use all its reasonable best efforts to solicit and obtain the Stockholder Approval at the First Stockholder Meeting and to cause the Board of Directors of the Company to recommend, to the extent possible consistent with its fiduciary duties under applicable law, to the Company’s stockholders that they vote to approve the Stockholder Approval proposal at the First Stockholder Meeting. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at the First Stockholder Meeting, the Company shall seek to obtain the necessary approvals by its Stockholders Stockholder Approval at each special or annual meeting of this Agreement and stockholders of the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual Company convened after the First Stockholder Meeting (or a special) stockholders each such meeting, no later than May 31a “Subsequent Stockholder Meeting”). In connection therewith, 1999, for the purpose, among other purposes, of proposing Company shall provide each stockholder entitled to vote at a Subsequent Stockholder Meeting a proxy statement soliciting the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion affirmative vote of the shares of LeukoSite Series A Preferred Stock issued pursuant Company’s stockholders necessary to obtain the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of Stockholder Approval at such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingSubsequent Stockholder Meeting, LeukoSite and the Company shall use their its reasonable best reasonable efforts to solicit and obtain irrevocable binding commitments or proxiesthe Stockholder Approval at such Subsequent Stockholder Meeting and to cause the Board of Directors of the Company to recommend, in substantially to the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable extent possible consistent with its fiduciary duties under applicable law, to the Company, representing ’s stockholders that they vote to approve the Stockholder Approval proposal at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockSubsequent Stockholder Meeting.

Stockholder Approval. The Company will take all steps necessary SAL xxall use diligent good faith efforts to solicit and obtain, within ten (10) days after the execution of this Agreement, the affirmative vote or appropriate duly written consent of the holders of SAL Xxock as to call, give notice of, convene the Merger and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the consummation of the transactions contemplated hereunderhereby. If SAL xxtains such consent and such consent is not unanimous, and for such other purposes as may be necessary or desirableSAL xxall send notice promptly after the execution of this Agreement to the Stockholders in accordance with Section 228 of the DGCL. The Company will Board of Directors of SAL xxall recommend to its Stockholders the adoption and approval of Merger, this Agreement and the transactions contemplated hereby for approval and adoption by the Stockholders, and shall not subsequently amend, modify or withdraw such recommendation in any manner adverse to JMAR. Prior to or at the time of the initial solicitation of the Stockholders, SAL xxall provide to the Stockholders an information statement (the "Information Statement") to be prepared by JMAR and SAL, xhich shall contain information provided by JMAR regarding itself (including financial statements), information provided by SAL xxgarding SAL (xncluding financial statements), a description of the Merger and the other matters material terms of this Agreement, the recommendation of SAL's Board of Directors that stockholders vote for or grant their consent to be submitted to its Stockholders in connection therewith, the Merger and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the consummation of the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice ofinformation provided by SAL xxgarding the United States federal income tax consequences of the Merger, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing information regarding dissenters' rights available to the stockholders of LeukoSite that they approve resolutions authorizing (i) Stockholders under the conversion DGCL, information provided by SAL xxgarding all material interests of the shares officers and directors of LeukoSite Series A Preferred Stock issued pursuant SAL xx the transactions contemplated hereby, and all other information required under the DGCL and applicable securities laws. Each of JMAR and SAL xxll reasonably cooperate with the other in connection with the preparation of the Information Statement, including furnishing all information concerning itself to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to reasonably requested in connection with the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock.preparation

Stockholder Approval. (a) The Company will take all steps necessary shall call and convene a special meeting of stockholders or appropriate duly to call, give notice of, convene and hold solicit a Stockholders meeting, or otherwise obtain written stockholder consent as promptly as practicable after the necessary consents date of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirableAgreement. The Company will recommend shall use its Reasonable Best Efforts to obtain, as promptly as practicable, the Requisite Stockholder Approval, either at such special meeting of stockholders or pursuant to such written stockholder consent, all in accordance with the applicable requirements of the Delaware General Corporation Law. In connection with such special meeting of stockholders or written stockholder consent, the Company shall provide to its Stockholders stockholders a written proxy or information statement (the "Disclosure Statement") which includes (A) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Stockholders, the escrow arrangements and the authority of the Indemnification Representatives, and a statement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms), (B) all of the information required by Rule 502(b)(2) of Regulation D under the Securities Act with respect to the Company, (C) a statement that appraisal rights are available for the Company Shares pursuant to Section 262 of the Delaware General Corporation Law and approval a copy of such Section 262 and (D) the unanimous recommendation of the Company's Board of Directors that the stockholders of the Company vote in favor of the adoption of this Agreement and the transactions contemplated hereby and approval of the other matters to Merger. The terms of this Agreement shall be submitted to the stockholders whether or not the Board of Directors of the Company determines at any time subsequent to declaring its Stockholders advisability that the Agreement is no longer advisable and recommends that the stockholders reject it. The Buyer agrees to cooperate with the Company in connection therewiththe preparation of the Disclosure Statement. The Company agrees not to distribute the Disclosure Statement until the Buyer has had a reasonable opportunity to review and comment on the Disclosure Statement and the Disclosure Statement has been approved by the Buyer (which approval may not be unreasonably withheld or delayed). If the Requisite Stockholder Approval is obtained by means of a written consent, and the Company shall use send, pursuant to Section 228 and 262(d) of the Delaware General Corporation Law, a written notice to all reasonable efforts to obtain stockholders of the necessary approvals by its Stockholders of Company that did not execute such written consent informing them that this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene Merger were adopted and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to approved by the stockholders of LeukoSite the Company and that they approve resolutions authorizing (i) the conversion appraisal rights are available for their Company Shares pursuant to Section 262 of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and Delaware General Corporation Law (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval which notice shall include a copy of such resolutions authorizing (i) Section 262), and shall promptly inform the conversion Buyer of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or date on which such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stocknotice was sent.

Stockholder Approval. The (a) As expeditiously as possible (and in any event within one (1) Business Days) following the filing of the preliminary Proxy Statement, the Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, shall mail or otherwise obtain distribute the necessary consents of Disclosure Statement, in a form reasonably acceptable to Parent, to the Company Stockholders, as and shall promptly inform Parent of the case may bedate on which such Disclosure Statement (including the notices contained therein) was sent to the Company Stockholders. The Disclosure Statement shall include, as soon as reasonably practicable among other things, (i) a summary of the Merger and this Agreement (which summary shall include a summary of the terms relating to the indemnification obligations of the Company Equityholders, the escrow arrangements and the authority of the Company Equityholder Representative, and a statement that the adoption of this Agreement by the stockholders of the Company shall constitute approval of such terms), (ii) a copy of this Agreement, (iii) the Company Financial Statements, (iv) a description of any interested persons or interested transactions with respect to the Merger and this Agreement, (v) a statement that appraisal rights are available for the purpose shares of adopting Company Stock pursuant to Section 262 of the DGCL and approving a copy of such Section 262, (vi) such other information as may be required by Rules 502 or 506 of Regulation D promulgated under the Securities Act, and (vii) pursuant to Section 228 of the DGCL, a written notice to all stockholders of the Company that did not execute such Written Consent informing them that this Agreement and the transactions contemplated hereunder, Merger were adopted and for such other purposes as may be necessary or desirableapproved by the stockholders of the Company. The Company will recommend Parent and its counsel shall be given an adequate opportunity to its Stockholders review and comment on the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewithDisclosure Statement, and the Company shall use reflect all reasonable efforts to obtain comments of Parent or its counsel thereon. As expeditiously as possible following the necessary approvals by its Stockholders execution of this Agreement Agreement, and in any event by 5:00 p.m., New York City time, on the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to callBusiness Day immediately following the date of this Agreement, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their reasonable best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially secure Written Consents from Company Stockholders necessary to secure the form of either EXHIBIT D-1 or D-2 attached hereto or such other form Company Stockholder Approval. As expeditiously as may be acceptable to possible following the Company, representing at least an aggregate of sixty percent (60%) receipt of the shares of LeukoSite Common Stock outstanding at Company Stockholder Approval, the Closing, Company shall deliver to vote such shares of LeukoSite Common Stock in favor of (i) the conversion Parent a certificate executed on behalf of the shares of LeukoSite Series A Preferred Stock issued pursuant to Company by its Secretary and certifying that the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockCompany Stockholder Approval has been obtained.

Stockholder Approval. The Company will take shall provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than 90 calendar days from the date hereof, a proxy statement meeting the requirements of Section 14 of the Exchange Act and the related rules and regulations thereunder promulgated by the Commission (“Proxy Statement”) soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions approving the Company’s issuance of the Warrant Securities and any shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock and exercise of the Common Stock Purchase Warrants and any other securities issuable pursuant to the Certificate of Designation and the Series B Certificate of Designation and all steps necessary or appropriate duly to call, give notice of, convene the other transactions contemplated by the Transaction Documents and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement (including, without limitation, increase in the size of the Board of Directors as necessary to elect the Series B Director (as defined in the Registration Rights Agreement)) (the “Stockholder Approval”) in accordance with law and the transactions contemplated hereunder, rules and for such regulations of the Nasdaq Global Market (or any other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement applicable Trading Market) and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewithDelaware General Corporation Law, and the Company shall use all its reasonable best efforts to obtain the necessary approvals by solicit its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and stockholders’ approval of such resolutions authorizing (i) and to cause the conversion Board of Directors of the shares of LeukoSite Series A Preferred Stock issued pursuant Company to recommend to the Merger into shares of LeukoSite Common Stock stockholders that they approve such resolutions. The Proxy Statement shall be in a form reasonably acceptable to the Holders and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closingaccordingly, LeukoSite and the Company shall use their best provide the Legal Counsel (as defined in the Registration Rights Agreement) with reasonable efforts opportunity to obtain irrevocable binding commitments or proxies, in substantially review and comment on the form Proxy Statement. The Company shall keep the Holders apprised of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable the status of matters relating to the CompanyProxy Statement and the Stockholder Meeting, representing at least an aggregate including promptly furnishing the Holders and their counsel with copies of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant notices or other communications related to the Merger into shares of LeukoSite Common Stock and (ii) Proxy Statement, the issuance of any other Merger Shares issuable pursuant to this Agreement in Stockholder Meeting or the form of LeukoSite Common Stocktransactions contemplated hereby received by the Company from the Commission or the Nasdaq Global Market.

Stockholder Approval. The Company will take all steps necessary or appropriate duly shall call a meeting of its stockholders (the “First Stockholder Meeting”) to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain be held as promptly as practicable (but in any event no later than 60 days from the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable date hereof) for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirableobtaining Stockholder Approval. The Company will shall, upon filing the applicable proxy statement with the SEC, (i) recommend to its Stockholders the adoption and stockholders approval of this Agreement such matters sufficient to obtain Stockholder Approval, (ii) use its best efforts to solicit from its stockholders proxies in favor of such matters, and (iii) vote such proxies, and use its best efforts to cause all “affiliates” (as such term is defined in Rule 12b-2 promulgated under the transactions contemplated hereby and Securities Exchange Act of 1934, as amended) of the other matters Company to vote any shares of Common Stock beneficially owned by such persons or entities (or cause such shares to be submitted voted), in favor of such matters. In connection with its obtaining Stockholder Approval, the Company shall file with the SEC all statements and other documents required to its Stockholders in connection therewithbe filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, and prior to each such filing, shall provide the Purchasers a reasonable period of time to review and comment on the information included therein. If Stockholder Approval has not been obtained within 60 days of the date hereof, the Company shall immediately notify the Purchasers of such failure, and the Company and its Board of Directors shall continue to use all reasonable best efforts to obtain Stockholder Approval and shall include in the necessary approvals Company’s proxy materials for the next annual meeting of the Company’s stockholders (the “Second Stockholder Meeting”), and for each successive annual meeting of the Company’s stockholders until Stockholder Approval is obtained, a request for Stockholder Approval, and, unless the Board of Directors receives an opinion of counsel advising that such recommendation would constitute a breach of the Directors’ fiduciary duties imposed by its Stockholders applicable law, shall recommend without qualification that the Company’s stockholders vote in favor of this Agreement and such approval. All expenses related to the transactions contemplated herebysolicitation of proxies with respect to, or otherwise incurred in connection with, obtaining Stockholder Approval shall be borne by the Company. LeukoSite will take all steps necessary or appropriate duly to callIf Stockholder Approval is not been obtained at the First Stockholder Meeting, give notice of, convene and hold its annual the Second Stockholder Meeting shall be held as promptly as practicable (or a special) stockholders meeting, but in any event no later than May 3115, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock2005).

Stockholder Approval. The Company will take all steps necessary shall provide each stockholder entitled to vote at a special or appropriate duly annual meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than June 30, 2018 (the “Stockholder Meeting Deadline”), a proxy statement, in a form reasonably acceptable to callthe Buyers and Kxxxxx Xxxx & Wxxxxx LLP, give notice ofat the expense of the Company, convene and hold a Stockholders meetingwith the Company obligated to reimburse the reasonable expenses of Kxxxxx Xxxx & Wxxxxx LLP incurred in connection therewith in an amount not to exceed $10,000, or otherwise obtain soliciting each such stockholder’s affirmative vote at the necessary consents Stockholder Meeting for approval of Stockholders, as the case may be, as soon as reasonably practicable resolutions (“Stockholder Resolutions”) providing for the purpose approval of adopting and approving this Agreement the issuance of all of the Securities in compliance with Nasdaq Rule 5635(d) (the “Stockholder Approval”, and the transactions contemplated hereunderdate the Stockholder Approval is obtained, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith“Stockholder Approval Date”), and the Company shall use all its reasonable best efforts to obtain the necessary approvals by solicit its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and stockholders’ approval of such resolutions authorizing (i) and to cause the conversion Board of Directors of the shares of LeukoSite Series A Preferred Stock issued pursuant Company to recommend to the Merger into shares of LeukoSite Common Stock and (ii) stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain the issuance of any other Merger Shares issuable pursuant Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting Deadline, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments be held on or proxiesprior to August 30, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to 2018. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, representing at least the Company shall cause an aggregate of sixty percent (60%) additional Stockholder Meeting to be held quarterly thereafter until such Stockholder Approval is obtained. Each Buyer acknowledges that, as required by the rules of the shares Principal Market, holders of LeukoSite Common Stock outstanding at the Closing, Conversion Shares and Warrant Shares are not eligible to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant with respect to the Merger into shares of LeukoSite Common Stock Stockholder Resolutions and (ii) such Buyer agrees to not vote any Conversion Shares or Warrant Shares held by such Buyer with respect to the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholder Resolutions.

Stockholder Approval. The Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon (a) As promptly as reasonably practicable for after the purpose execution of adopting this Agreement, and approving this Agreement in any event no later than the first to occur of (x) 30th day following the date upon which the Company receives the Target Financial Statements and (y) the 15th day following the Closing, the Company shall prepare the Proxy Statement in preliminary form and file it with the SEC. The Board of Directors shall recommend to the Company’s stockholders that the holders of the Common Stock approve the transactions contemplated hereunder, hereunder and for shall include such other purposes recommendation in the Proxy Statement. The Purchaser shall provide to the Company all information concerning the Purchaser and its respective Affiliates as may be necessary reasonably requested by the Company in connection with the Proxy Statement and shall otherwise assist and cooperate with the Company in the preparation of the Proxy Statement and the resolution of any comments thereto received from the SEC. Each of the Company and the Purchaser shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or desirablemisleading in any material respect. The Company will recommend shall notify the Purchaser promptly upon the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement and shall supply the Purchaser with copies of all written correspondence between the Company or any of its Stockholders representatives, on the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewithone hand, and the SEC, on the other hand, with respect to the Proxy Statement. The Company shall use all its reasonable best efforts to obtain respond as promptly as reasonably practicable to any comments received from the necessary approvals by SEC concerning the Proxy Statement and to resolve such comments with the SEC, and shall use its Stockholders reasonable best efforts to cause the Proxy Statement to be disseminated to its stockholders as promptly as reasonably practicable after the resolution of this Agreement and any such comments. Prior to the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual filing of the Proxy Statement (or a specialany amendment or supplement thereto) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing or any dissemination thereof to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of Company, or responding to any comments from the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingSEC with respect thereto, LeukoSite and the Company shall use their best provide the Purchaser with a reasonable efforts opportunity to obtain irrevocable binding commitments review and to propose comments on such document or proxiesresponse, which the Company shall consider in substantially good faith. The Company shall inform the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent Purchaser promptly (60%and in any event within two Business Days) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion receipt of the shares Target Financial Statements (or the purported delivery of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockTarget Financial Statements by Solara Holdings, LLC).

Stockholder Approval. The If the Additional Closing is consummated, then prior to its next annual meeting of stockholders, the Company shall prepare and file with the Commission a proxy statement of the Company relating to such annual meeting that will take all steps necessary or appropriate duly to callinclude, give notice ofamong other things, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents solicitation of Stockholders, as the case may be, as soon as reasonably practicable Company’s stockholders for the purpose ratification of adopting the issuance and approving this Agreement and sale of the transactions contemplated hereunder, and for such other purposes as may be necessary or desirableAdditional Purchased Shares to the Purchasers (the “Proxy Statement”). The Company will recommend shall use its reasonable best efforts to its Stockholders cause the adoption Proxy Statement to be approved by the Commission and approval of this Agreement mailed to the Company’s stockholders prior to such annual meeting. The Purchasers shall furnish all information concerning themselves as the Company may reasonably request in connection with such actions and the transactions contemplated hereby preparation of the Proxy Statement. The Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the Exchange Act, including Section 14(a) thereof and the other matters to be submitted to its Stockholders in connection therewith, respective regulations promulgated thereunder and the rules and regulations of Nasdaq. The Proxy Statement shall include the unconditional recommendation of the Board of Directors of the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite the Company that they approve resolutions authorizing (i) the conversion vote, as required by Nasdaq, in favor of the shares ratification of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockAdditional Purchased Shares. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the The Company shall use their best reasonable efforts (through its agents or otherwise) to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock solicit from its stockholders proxies in favor of (i) the conversion ratification of the shares issuance Additional Purchased Shares. If the Company’s stockholders ratify such issuance and sale of LeukoSite Series A Preferred Stock issued pursuant the Additional Purchased Shares to the Merger into shares of LeukoSite Common Stock Purchasers, then Section 5.1 shall automatically terminate and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stockproxy therein shall be irrevocably terminated.

Stockholder Approval. (i) The Company will take all steps necessary shall provide each stockholder entitled to vote at a special or appropriate duly to callannual meeting of stockholders of the Company ("Stockholder Meeting"), give notice of, convene which shall be promptly called and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, held as soon as reasonably commercially and legally practicable after the Closing Date, a proxy statement, at the expense of the Company, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for the purpose increase in the authorized Common Stock to a number sufficient to enable the conversion in full of adopting the Debentures and approving this Agreement exercise in full of the Warrants (such approval being referred to herein as the "Stockholder Approval" and the transactions contemplated hereunder, and for date such other purposes approval is duly obtained being referred to as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith“Stockholder Approval Date”), and the Company shall use all its reasonable best efforts to obtain solicit its stockholders' approval of the necessary approvals by its Stockholders Resolutions and to cause the Board of this Agreement and Directors of the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly Company to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing recommend to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockResolutions. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite Upon receiving Stockholder Approval and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially filing with the form Nevada Secretary of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable State an appropriate Certificate of Amendment to the Company, representing at least ’s Certificate of Incorporation effectuating an aggregate of sixty percent (60%) increase of the shares of LeukoSite Company’s authorized Common Stock outstanding Stock, the Debentures shall be eligible for conversion into the Conversion Shares and the Warrants shall be exercisable into the Warrant Shares. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained at the ClosingStockholder Meeting, to vote the Debentures will not be convertible into the Conversion Shares and the Warrants will not be exercisable into the Warrant Shares until such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stocktime as Stockholder Approval is later obtained.

Stockholder Approval. The As promptly as practicable, but in no event more than two (2) business days after the receipt of the Fairness Approval or after the Registration Statement is declared effective by the SEC pursuant to the Securities Act, the Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain the necessary consents of Stockholders, as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of shall submit this Agreement and the transactions contemplated hereby to the Company Stockholders for approval and adoption as provided by the DGCL and the other matters Company’s Organizational Documents. The Company shall not include in any materials to be submitted to its the Company Stockholders in connection therewithwith the solicitation of their approval of the Merger and this Agreement (the “Soliciting Materials”) any information with respect to Parent, the form and content of which shall not have been approved by Parent prior to such inclusion, which approval shall not be unreasonably withheld. All information delivered to the Company Stockholders in connection with obtaining the Stockholder Approval and any other notices required to be delivered to Company Stockholders in accordance with the DGCL shall be accurate and complete in all material respects as of the date of its delivery to the Company Stockholders. The Company shall use all its commercially reasonable efforts to obtain the necessary approvals by consent of its Stockholders Stockholder to approve the Merger and this Agreement and each other transaction contemplated hereby which requires such approval, and to enable the Closing to occur as promptly as practicable following the distribution of the Soliciting Materials. The Company and the Parent shall mutually agree as to whether the approval of this Agreement and the Merger and the transactions contemplated hereby by the Company Stockholders shall be sought by written consents or by means of a duly called, convened and held meeting of the Company Stockholders (the “Company Stockholders Meeting”). The Company shall, through its Board of Directors, recommend to the Company Stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby. LeukoSite will take all steps necessary ; provided however, that in the event of a Company Takeover Proposal, Board of Directors of the Company may withdraw or appropriate duly to call, give notice of, convene and hold its annual modify such recommendation if (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing to the stockholders of LeukoSite that they approve resolutions authorizing but only if): (i) the conversion Board of Directors of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Company has received a Company Superior Proposal; and (ii) the issuance Company has complied with the provisions of Section 4.6, but any other Merger Shares issuable pursuant such withdrawal of recommendation shall not obviate the obligation to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and hold the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockStockholders Meeting.

Stockholder Approval. As soon as practicable following the date hereof Parent shall take any action required to be taken under the securities laws and applicable Blue Sky or securities laws in connection with the issuance of the shares of Parent's Common Stock upon consummation of the Merger. The Company will take all steps necessary or appropriate duly to call, give notice of, convene and hold a Stockholders meeting, or otherwise obtain shall solicit the necessary consents written consent of Stockholders, as the case may be, each stockholder as soon as reasonably practicable following the date hereof for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and voting upon approval of this Agreement and the transactions contemplated hereby hereby, and such other related matters as it deems appropriate. In connection with such solicitation, (a) Parent shall prepare, and Company shall assist in the other matters preparation of an offering statement, satisfying the requirements set forth in Rule 502(b)(2) under the Securities Act, and comparable, applicable state Blue Sky or securities laws (the "Offering Statement") and Company shall cause such Offering Statement to be submitted to its Stockholders in connection therewith, and the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary mailed or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing otherwise delivered to the stockholders of LeukoSite the Company, (b) Company shall furnish to the Parent all information concerning it that they approve resolutions authorizing the Parent may reasonably request in connection with the Offering Statement, (ic) the conversion Board of Directors of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will Company shall recommend to its stockholders the adoption and approval of such resolutions authorizing the matters submitted for approval, and (id) the conversion Board of the shares Directors and officers of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments such stockholders' approval. The Parties shall take all action necessary or proxies, in substantially appropriate to cause the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable Merger to qualify for the Company, representing at least an aggregate of sixty percent (60%) exemption from the registration requirements of the shares Securities Act provided by Rule 506 and comparable state Blue Sky or securities laws. The Company shall use its reasonable best efforts to obtain executed Non-Accredited Stockholder Questionnaires and Accredited Stockholder Questionnaires from each holder of LeukoSite Common Preferred Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares Company as soon as practicable after delivery of LeukoSite Series A Preferred Stock issued pursuant the Offering Statement. Parent shall make all necessary filings with respect to the Merger into shares of LeukoSite Common Stock and (ii) under the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stocksecurities laws.

Stockholder Approval. The If the Common Stock is listed on an Eligible Market (as defined in the Registration Rights Agreement) other than the Principal Market (the “New Principal Market”) and the issuance of the Conversion Shares, the Interest Shares and Warrant Shares as contemplated under the Transaction Documents would exceed that number of shares of Common Stock which the Company will take all steps necessary may issue without breaching the Company’s obligations under the rules or appropriate duly regulations of the New Principal Market, then the Company shall obtain the approval of its stockholders as required by the applicable rules of the New Principal Market for issuances of the Conversion Shares, Warrant Shares and any Interest Shares in excess of such amount. At such time, the Company shall provide each stockholder entitled to callvote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), give notice which shall be promptly called and held not later than 75 days after the earlier of (i) the New Principal Market indication of and (ii) the Company becoming aware of, convene any limitation imposed by the New Principal Market on the issuance of Conversion Shares, Interest Shares or Warrant Shares (the “Stockholder Meeting Deadline”), a proxy statement, substantially in the form which has been previously reviewed by the Buyers and hold a Stockholders meetingSxxxxxx Rxxx & Zxxxx LLP at the expense of the Company, or otherwise obtain soliciting each such stockholder’s affirmative vote at the necessary consents Stockholder Meeting for approval of Stockholders, resolutions providing for the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the New Principal Market and such affirmative approval being referred to herein as the case may be, as soon as reasonably practicable for the purpose of adopting and approving this Agreement and the transactions contemplated hereunder, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to its Stockholders in connection therewith“Stockholder Approval”), and the Company shall use all its reasonable best efforts to solicit its stockholders’ approval of such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions. The Company shall be obligated to use its reasonable best efforts to obtain the necessary approvals Stockholder Approval by its Stockholders of this Agreement and the transactions contemplated herebyStockholder Meeting Deadline. LeukoSite will take all steps necessary If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained on or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing prior to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to ClosingStockholder Meeting Deadline, LeukoSite and the Company shall use their best reasonable efforts cause an additional Stockholder Meeting to obtain irrevocable binding commitments be held every six (6) months thereafter until such Stockholder Approval is obtained or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockNotes are no longer outstanding.

Stockholder Approval. (a) As soon as practicable after the date hereof, CBL and JRI agree to cooperate to prepare (and JRI agrees to provide to CBL the information regarding the Properties and Weston Management required to be included therein) and CBL agrees that it will file with the SEC a proxy statement with respect to the meeting of the stockholders of the REIT in connection with the issuance of the SCUs as contemplated herein (the "Proxy Statement"), which shall be mutually agreed to by CBL and JRI, such approval not to be unreasonably withheld by either party. The Company will take all steps necessary or appropriate duly parties agree to call, give notice of, convene cooperate and hold a Stockholders meeting, or otherwise obtain promptly prepare and file with the necessary consents of Stockholders, as the case may be, SEC as soon as reasonably practicable any other filings required under the Exchange Act (the "Additional Filings") to facilitate obtaining the consents sought in the Proxy Statement. Each of JRI, on the one hand, and CBL, on the other hand, agrees that the information provided by it for inclusion in the purpose Proxy Statement, the Additional Filings, and each amendment or supplement thereto, at the time of adopting filing and approving this Agreement mailing thereof and at the time of the REIT Stockholders Meeting in respect of the matters addressed in the Proxy Statement, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. CBL will use commercially reasonable efforts, and JRI will cooperate with CBL in that regard, to (i) file a preliminary Proxy Statement with the SEC and (ii) cause the Proxy Statement to be mailed to the REIT's stockholders, in each case, as promptly as practicable (including clearing the Proxy Statement with the SEC); provided, however, that CBL will not be required to mail the Proxy Statement to the REIT's stockholders until the later of (x) expiry of the Initial Period and (y) JRI has advised CBL in writing that JRI has received consent from TIAA to the transactions contemplated hereunderby this Agreement. CBL will notify JRI promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or the Additional Filings or for additional information and will supply JRI with copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Proxy Statement or the Additional Filings. CBL and JRI agree to cooperate to cause the Proxy Statement and any Additional Filings to comply in all material respects with all applicable requirements of law. Whenever any event has occurred that is required to be set forth in an amendment or supplement to the Proxy Statement or the Additional Filings, CBL on the one hand, and for such other purposes as may be necessary or desirable. The Company will recommend to its Stockholders the adoption and approval of this Agreement and the transactions contemplated hereby and JRI on the other matters to be submitted to its Stockholders hand, will promptly inform the other of such occurrence and thereafter the parties will cooperate in connection therewith, and filing with the Company shall use all reasonable efforts to obtain the necessary approvals by its Stockholders of this Agreement and the transactions contemplated hereby. LeukoSite will take all steps necessary or appropriate duly to call, give notice of, convene and hold its annual (or a special) stockholders meeting, no later than May 31, 1999, for the purpose, among other purposes, of proposing SEC and/or mailing to the stockholders of LeukoSite that they approve resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant REIT such amendment or supplement to the Merger into shares of LeukoSite Common and (ii) Proxy Statement and/or the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. LeukoSite will recommend to its stockholders the adoption and approval of such resolutions authorizing (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common Stock. Prior to Closing, LeukoSite and the Company shall use their best reasonable efforts to obtain irrevocable binding commitments or proxies, in substantially the form of either EXHIBIT D-1 or D-2 attached hereto or such other form as may be acceptable to the Company, representing at least an aggregate of sixty percent (60%) of the shares of LeukoSite Common Stock outstanding at the Closing, to vote such shares of LeukoSite Common Stock in favor of (i) the conversion of the shares of LeukoSite Series A Preferred Stock issued pursuant to the Merger into shares of LeukoSite Common Stock and (ii) the issuance of any other Merger Shares issuable pursuant to this Agreement in the form of LeukoSite Common StockAdditional Filing.