This SUPPORT AGREEMENT (this Agreement), dated as of December 13, 2019, is by and between Organovo Holdings, Inc., a Delaware corporation (Organovo), Tarveda Therapeutics, Inc. (the Buyer) and the undersigned holder (the Stockholder) of securities of the Buyer.
WHEREAS, as of the date hereof, the Stockholder is the holder of the number and type of shares of the Buyer set forth opposite the Stockholders name on the signature page hereto (all such shares set forth on the signature page, together with any shares of Buyer Capital Stock that are hereafter issued to or otherwise acquired or owned by the Stockholder prior to the termination of this Agreement being referred to herein as the Subject Shares);
WHEREAS, Organovo, Opal Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Organovo (Merger Sub), and Buyer propose to enter into an Agreement and Plan of Merger and Reorganization, dated as of the date hereof (the Merger Agreement), which provides, among other things, for Merger Sub to merge with and into Buyer, with Buyer continuing as the surviving corporation and wholly-owned subsidiary of Organovo (the Merger), upon the terms and subject to the conditions set forth in the Merger Agreement (capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement); and
WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Organovo has required that the Stockholder, and as an inducement and in consideration therefor, the Stockholder (in the Stockholders capacity as a holder of the Subject Shares) has agreed to, enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
VOTING AGREEMENT; GRANT OF PROXY
The Stockholder hereby covenants and agrees that:
1.1. Voting of Subject Shares and Support of Contemplated Transactions. The Stockholder hereby agrees that within ten (10) Business Days after the Registration Statement becomes effective, the Stockholder shall execute and deliver, or cause to be executed and delivered, to Organovo, a written consent approving the matters set forth in (a) below, which written consent shall be coupled with an interest and shall be irrevocable. At every meeting of the holders of Buyer Capital Stock (the Buyer Stockholders), however called, and at every adjournment or postponement thereof (or pursuant to a written consent if Buyer Stockholders act by written consent in lieu of a meeting), the Stockholder shall, or shall cause the holder of