SPECIALTY
RENAL PRODUCTS, INC.


 


VOTING
AGREEMENT


 


THIS
VOTING AGREEMENT (this “Agreement”), is made and entered into as of September 5, 2018, by and among Specialty
Renal Products, Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series A Preferred
Stock, $0.0001 par value per share (“Series A Preferred Stock”) (referred to herein as the “Preferred
Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto
as “Investors” pursuant to Subsections 7.1(a) or 7.2 below, the “Investors”), and
those certain stockholders of the Company listed on Schedule B (together with any subsequent stockholders, or any transferees,
who become parties hereto as “Key Holders” pursuant to Subsections 7.1(b) or 7.2 below, the “Key
Holders,” and together collectively with the Investors, the “Stockholders”).


 


RECITALS


 


A.
Concurrently with the execution of this Agreement, the Company and the Investors are entering into a Series A Preferred Stock
Purchase Agreement (the “Purchase Agreement”) providing for the sale of shares of the Company’s Series
A Preferred Stock, and in connection with that agreement the parties desire to provide the Investors with the right, among other
rights, to designate the election of certain members of the board of directors of the Company (the “Board”)
in accordance with the terms of this Agreement.


 


B.
The Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”) provides
that (a) the holders of record of the shares of the Company’s Series A Preferred Stock, exclusively and as a separate class,
shall be entitled to elect two (2) director of the Company (the “Series A Directors”) and (b) the holders of
record of the shares of common stock of the Company, $0.0001 par value (“Common Stock”), exclusively and as
a separate class, shall be entitled to elect three (3) directors of the Company (the “Common Directors”).


 


C.
The parties also desire to enter into this Agreement to set forth their agreements and understandings with respect to how shares
of the Company’s capital stock held by them will be voted on, or tendered in connection with, an acquisition of the Company,
and an increase in the number of shares of Common Stock required to provide for the conversion of the Company’s Preferred
Stock.


 


NOW,
THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.
Voting Provisions Regarding Board of Directors.


 


1.1
Size of the Board. Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder,
or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary
to ensure that the size of the Board shall be set and remain at seven (7) directors. For purposes of this Agreement, the term
“Shares” shall mean and include any securities of the Company the holders of which are entitled to vote for
members of the Board, including without limitation, all shares of Common Stock and Series A Preferred Stock, by whatever name
called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends,
reclassifications, recapitalizations, similar events or otherwise.


 




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1.2
Board Composition.Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over
which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure
that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent
of the stockholders, the following persons shall be elected to the Board:


 


(a)
with respect to the Series A Directors, two (2) individuals designated by the holders of a majority of the then issued and outstanding
shares of Preferred Stock, which individual shall initially be Paul Mieyal and Arthur Amron;


 


(b)
with respect to Common Directors, three (3) individuals designated by the holders of a majority of the then issued and outstanding
shares of Common Stock not issued upon conversion of Preferred Stock, which individuals shall initially be Daron Evans, Stephen
Ash and Moshe Pinto; and


 


(c)
with respect to the remaining two (2) seats on the Board, which shall initially remain vacant, such individuals as designated
by the affirmative vote of a majority of the members of the Board then in office, including at least one Series A Director if
then in office.


 


To
the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have
been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled
to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate.


 


For
purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any
other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person
who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation,
any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing
that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.


 


1.3
Failure to Designate a Board Member. In the absence of any designation from the Persons or groups with the right to designate
a director as specified above, the director previously designated by them and then serving shall be reelected if still eligible
to serve as provided herein. If such person is no longer eligible and resigns, or no such person was designated, then that directorship
shall remain vacant until such time as the Persons or groups with the right to designate the director to fill such directorship
act to designate such director, and no such directorship may be filled by Stockholders of the Company other than by the Persons
or groups entitled to designate such director hereunder.


 




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1.4
Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder,
or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary
to ensure that:


 


(a)
no director elected pursuant to Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for
cause unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of that percentage
of the shares of stock (as applicable), entitled under Subsection 1.2 to designate that director; or (ii) the Person(s)
originally entitled to designate or approve such director or occupy such Board seat pursuant to Subsection 1.2 is no longer
so entitled to designate or approve such director or occupy such Board seat;


 


(b)
any vacancies created by the resignation, removal or death of a director elected pursuant to Subsections 1.2 or 1.3
shall be filled pursuant to the provisions of this Section 1; and


 


(c)
upon the request of any party entitled to designate a director as provided in Subsection 1.2(a) or 1.2(b) to remove
such director, such director shall be removed; and


 


(d)
notwithstanding anything to the contrary contained herein, with respect to any director appointed pursuant to Subsection 1.2(c),
such director shall only be removed with the written consent or affirmative vote of (i) a majority of the Board then in office,
including at least one Series A Director if then in office, (ii) the holders of a majority of the issued and outstanding shares
of Common Stock, voting exclusively and as one class, and (iii) the holders of a majority of the issued and outstanding shares
of Preferred Stock, voting exclusively and as one class.


 


All
Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees
at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing
directors.


 


1.5
No Liability for Election of Recommended Directors. No Stockholder, nor any Affiliate of any Stockholder, shall have any
liability as a result of designating a person for election as a director for any act or omission by such designated person in
his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such
designee in accordance with the provisions of this Agreement.


 


1.6
No “Bad Actor” Designees. Each Person with the right to designate or participate in the designation of a director
as specified above hereby represents and warrants to the Company that, to such Person’s knowledge, none of the “bad
actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act of 1933, as amended
(the “Securities Act”) (each, a “Disqualification Event”), is applicable to such Person’s
initial designee named above except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3)
is applicable. Any director designee to whom any Disqualification Event is applicable, except for a Disqualification Event as
to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, is hereinafter referred to as a “Disqualified Designee”.
Each Person with the right to designate or participate in the designation of a director as specified above hereby covenants and
agrees (A) not to designate or participate in the designation of any director designee who, to such Person’s knowledge,
is a Disqualified Designee and (B) that in the event such Person becomes aware that any individual previously designated by any
such Person is or has become a Disqualified Designee, such Person shall as promptly as practicable take such actions as are necessary
to remove such Disqualified Designee from the Board and designate a replacement designee who is not a Disqualified Designee.


 




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2.
Vote to Increase Authorized Common Stock. Each Stockholder agrees to vote or cause to be voted all Shares owned by such
Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall
be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient
shares of Common Stock available for conversion of all of the shares of Preferred Stock outstanding at any given time.


 


3.
Drag-Along Right.


 


3.1
Definitions. A “Sale of the Company” shall mean either: (a) a transaction or series of related transactions
in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty
percent (50%) of the outstanding voting power of the Company (a “Stock Sale”); or (b) a transaction that qualifies
as a “Deemed Liquidation Event” as defined in the Restated Certificate.


 


3.2
Actions to be Taken. In the event that (i) the holders of at least a majority of the shares of Common Stock then issued
or issuable upon conversion of the shares of Series A Preferred Stock (the “Selling Investors”), and (ii) the
Board of Directors (including at least one Series A Director if then in office) approve a Sale of the Company in writing, specifying
that this Section 3 shall apply to such transaction, then each Stockholder and the Company hereby agree:


 


(a)
if such transaction requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such Stockholder
otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor
of, and adopt, such Sale of the Company (together with any related amendment to the Restated Certificate required in order to
implement such Sale of the Company) and to vote in opposition to any and all other proposals that could reasonably be expected
to delay or impair the ability of the Company to consummate such Sale of the Company;


 


(b)
if such transaction is a Stock Sale, to sell the same proportion of shares of capital stock of the Company beneficially held by
such Stockholder as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares,
and, except as permitted in Subsection 3.3 below, on the same terms and conditions as the Selling Investors;


 


(c)
to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably
be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 3, including,
without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement,
indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free
and clear of impermissible liens, claims and encumbrances), and any similar or related documents;


 




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(d)
not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares of the Company
owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting
of such Shares, unless specifically requested to do so by the acquiror in connection with the Sale of the Company;


 


(e)
to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to
such Sale of the Company;


 


(f)
if the consideration to be paid in exchange for the Shares pursuant to this Section 3 includes any securities and due receipt
thereof by any Stockholder would require under applicable law (x) the registration or qualification of such securities or of any
person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Stockholder of any information
other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors”
as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Stockholder in lieu
thereof, against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount in cash equal to
the fair value (as determined in good faith by the Company) of the securities which such Stockholder would otherwise receive as
of the date of the issuance of such securities in exchange for the Shares; and


 


(g)
in the event that the Selling Investors, in connection with such Sale of the Company, appoint a stockholder representative (the
“Stockholder Representative”) with respect to matters affecting the Stockholders under the applicable definitive
transaction agreements following consummation of such Sale of the Company, (x) to consent to (i) the appointment of such Stockholder
Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification
or similar obligations, and (iii) the payment of such Stockholder’s pro rata portion (from the applicable escrow or expense
fund or otherwise) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder
Representative’s services and duties in connection with such Sale of the Company and its related service as the representative
of the Stockholders, and (y) not to assert any claim or commence any suit against the Stockholder Representative or any other
Stockholder with respect to any action or inaction taken or failed to be taken by the Stockholder Representative in connection
with its service as the Stockholder Representative, absent fraud or willful misconduct.


 


3.3
Exceptions. Notwithstanding the foregoing, a Stockholder will not be required to comply with Subsection 3.2 above
in connection with any proposed Sale of the Company (the “Proposed Sale”), unless: 


 


(a)
any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations
and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to,
representations and warranties that (i) the Stockholder holds all right, title and interest in and to the Shares such Stockholder
purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the
transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly
executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their
respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction,
nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement,
law or judgment, order or decree of any court or governmental agency;


 




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(b)
the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection
with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover
breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations,
warranties and covenants provided by all stockholders);


 


(c)
the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations
and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any
other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties
and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants
provided by all stockholders), and subject to the provisions of the Restated Certificate related to the allocation of the escrow,
is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such
Proposed Sale;


 


(d)
liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to
each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated
aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration
otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by
such Stockholder, the liability for which need not be limited as to such Stockholder;


 


(e)
upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock will receive the
same form of consideration for their shares of such class or series as is received by other holders in respect of their shares
of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration
per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii)
each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders
in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the Series A Preferred Stock
elect to receive a lesser amount by written notice given to the Company at least ten (10) days prior to the effective date of
any such Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be
allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which
the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation
Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s
Certificate of Incorporation in effect immediately prior to the Proposed Sale; provided, however,
that, notwithstanding the foregoing, if the consideration to be paid in exchange for the Key Holder Shares, Stockholder Shares
or Investor Shares, as applicable, pursuant to this Subsection 3.3(e) includes any securities and due receipt thereof by
any Key Holder, Stockholder or Investor would require under applicable law (x) the registration or qualification of such securities
or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Key Holder, Stockholder
or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely
to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to
be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Key Holder Shares, Stockholder Shares or
Investor Shares, as applicable, which would have otherwise been sold by such Key Holder, Stockholder Shares or Investor, an amount
in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Key Holder, Stockholder
or Investor would otherwise receive as of the date of the issuance of such securities in exchange for the Key Holder Shares, Stockholder
Shares or Investor Shares, as applicable; and


 




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(f)
subject to clause (e) above, requiring the same form of consideration to be available to the holders of any single class or series
of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration
to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option; provided,
however, that nothing in this Subsection 3.3(f) shall entitle any holder to receive any form of consideration
that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement
or limitation that is generally applicable to the Company’s stockholders.


 


3.4
Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of
Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is
allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately
prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of
the Series A Preferred Stock elect otherwise by written notice given to the Company at least ten (10) days prior to the effective
date of any such transaction or series of related transactions. 


 


4.
Remedies.


 


4.1
Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure
that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions
include, without limitation, the use of the Company’s best efforts to cause the nomination and election of the directors
as provided in this Agreement. 


 


4.1
Irrevocable Proxy and Power of Attorney. Each party to this Agreement hereby constitutes and appoints as the proxies of
the party and hereby grants a power of attorney to the President of the Company, and a designee of the Selling Investors, and
each of them, with full power of substitution, with respect to the matters set forth herein, including, without limitation, election
of persons as members of the Board in accordance with Section 1 hereto, votes to increase authorized shares pursuant to
Section 2 hereof and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby authorizes
each of them to represent and vote, if and only if the party (i) fails to vote, or (ii) attempts to vote (whether by proxy, in
person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares
in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions
of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with
the terms and provisions of Sections 2 and 3, respectively, of this Agreement or to take any action necessary to
effect Sections 2 and 3, respectively, of this Agreement. Each of the proxy and power of attorney granted pursuant
to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties
in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be
irrevocable unless and until this Agreement terminates or expires pursuant to Section 6 hereof. Each party hereto hereby
revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until
this Agreement terminates or expires pursuant to Section 6 hereof, purport to grant any other proxy or power of attorney
with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this
Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions
with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.


 




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4.3
Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event
any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise
breached. Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent
breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted
in any court of the United States or any state having subject matter jurisdiction.


 





4.4
Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative
and not alternative.


 


5.
“Bad Actor” Matters.


 


5.1
Representation. Each Person with the right to designate or participate in the designation of a director pursuant to this
Agreement hereby represents that none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii)
promulgated under the Securities Act (a “Disqualification Event”) is applicable to such Person or any of its
Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3)
is applicable. For purposes of this Agreement, “Rule 506(d) Related Party” shall mean with respect to any Person any
other Person that is a beneficial owner of such first Person’s securities for purposes of Rule 506(d) of the Securities
Act.


 


5.2
Covenant. Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement
hereby agrees that it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to
such Person or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii)
or (iii) or (d)(3) is applicable.


 




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6.
Term. This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon
the earliest to occur of (a) the consummation of a Qualified Public Offering (as such term is defined in the Restated Certificate);
(b) the consummation of a Sale of the Company and distribution of proceeds to or escrow for the benefit of the Stockholders in
accordance with the Restated Certificate, provided that the provisions of Section 3 hereof will continue after the
closing of any Sale of the Company to the extent necessary to enforce the provisions of Section 3 with respect to such
Sale of the Company; (c) termination of this Agreement in accordance with Subsection 7.8 below.


 


7.
Miscellaneous.


 


7.1
Additional Parties.


 


(a)
Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock
after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of shares of
Series A Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this
Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of
this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed an Investor
and Stockholder for all purposes under this Agreement.


 


(b)
In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital
stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a) above) or otherwise issues
shares of capital stock of the Company to any Person, then, the Company shall cause such Person, as a condition precedent to issuing
such capital stock, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit
A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be
deemed a Stockholder for all purposes under this Agreement.


 


7.2
Transfers. Each transferee or assignee of any Shares subject to this Agreement shall continue to be subject to the terms
hereof, and, as a condition precedent to the Company’s recognizing such transfer, each transferee or assignee shall agree
in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially
in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such
transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature
appeared on the signature pages of this Agreement and shall be deemed to be an Investor and Stockholder, or Key Holder and Stockholder,
or a Stockholder, as applicable. The Company shall not permit the transfer of the Shares subject to this Agreement on its books
or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of
this Subsection 7.2. Each certificate instrument, or book entry representing the Shares subject to this Agreement if issued
on or after the date of this Agreement shall be notated by the Company with the legend set forth in Subsection 7.12.


 


7.3
Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement.


 







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7.4
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware,
regardless of the laws that might otherwise govern under applicable principles of conflicts of law.


 


7.5
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes. 


 


7.6
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


7.7
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be
deemed effectively given upon the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) when sent,
if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business
hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized
overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications
shall be sent to the respective parties at their address as set forth on Schedule A or Schedule B hereto, or to
such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Subsection
7.7. If notice is given to the Company, a copy shall also be sent to Fredrikson & Byron, P.A., 200 South Sixth Street,
Suite 4000, Minneapolis, MN 55402-1425, Attn: Christopher J. Melsha, Esq. 


 


7.8
Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term
hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written
instrument executed by (a) the Company and (b) the holders of a majority of the shares of Common Stock issued or issuable upon
conversion of the shares of Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis).
Notwithstanding the foregoing:


 


(a)
this Agreement may not be amended or terminated and the observance of any term of this Agreement may not be waived with respect
to any Investor or the Key Holder without the written consent of such Investor or the Key Holder unless such amendment, termination
or waiver applies to all of the Investors and the Key Holder, as the case may be, in the same fashion;


 




    	10



    	 



    




 


(b)
the consent of the Key Holder shall not be required for any amendment or waiver if such amendment or waiver either (A) is not
directly applicable to the rights of the Key Holder hereunder; or (B) does not adversely affect the rights of the Key Holder in
a manner that is different than the effect on the rights of the other parties hereto; provided, that such consent shall not be
required if the Key Holders do not then own Shares representing at least ten percent (10%) of the outstanding capital stock of
the Company on an fully-diluted basis;


 


(c)
Schedules A hereto may be amended by the Company from time to time in accordance with Subsection 1.3 of the Purchase
Agreement to add information regarding additional Purchasers (as defined in the Purchase Agreement) without the consent of the
other parties hereto; and


 


(d)
any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party;
and


 


A
waiver, modification or amendment of this Agreement by a party shall only be effective if (a) it is in writing and signed by applicable
party(ies), as set forth in this Section 7.8, (b) it specifically refers to this Agreement, and (c) it specifically states that
the party or parties, as the case may be, is waiving, modifying or amending its rights hereunder. Any such amendment, modification
or waiver shall be effective only in the specific instance and for the specific purpose for which it was given. The Company shall
give prompt written notice of any amendment, termination, or waiver hereunder to any party that did not consent in writing thereto.
Any amendment, termination, or waiver effected in accordance with this Subsection 7.8 shall be binding on each party and
all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into
or approved such amendment, termination or waiver. For purposes of this Subsection 7.8, the requirement of a written instrument
may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the
Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.


 


7.9
Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement,
upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching
or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or
of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind
or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of
any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set
forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative
and not alternative. 


 


7.10
Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability
of any other provision.


 


7.11
Entire Agreement. This Agreement (including the Exhibits hereto), and the Restated Certificate and the other Transaction
Agreements (as defined in the Purchase Agreement) constitute the full and entire understanding and agreement between the parties
with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing
between the parties is expressly canceled.


 







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7.12
Share Certificate Legend. Each certificate, instrument, or book entry representing any Shares issued after the date hereof
shall be notated by the Company with a legend reading substantially as follows:


 


“The
Shares REPRESENTED hereby are subject to a Voting Agreement, AS MAY BE AMENDED FROM TIME TO TIME, (a copy of which may be obtained
upon written request from the Company), and by accepting any interest in such Shares the person accepting such interest shall
be deemed to agree to and shall become bound by all the provisions of that Voting Agreement, including certain restrictions on
transfer and ownership set forth therein.”


 


The
Company, by its execution of this Agreement, agrees that it will cause the certificates instruments, or book entry evidencing
the Shares issued after the date hereof to be notated with the legend required by this Subsection 7.12 of this Agreement,
and it shall supply, free of charge, a copy of this Agreement to any holder of such Shares upon written request from such holder
to the Company at its principal office. The parties to this Agreement do hereby agree that the failure to cause the certificates,
instruments, or book entry evidencing the Shares to be notated with the legend required by this Subsection 7.12 herein
and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the
validity or enforcement of this Agreement.


 


7.13
Stock Splits, Stock Dividends, etc. In the event of any issuance of Shares of the Company’s voting securities hereafter
to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization,
reorganization, or the like), such Shares shall become subject to this Agreement and shall be notated with the legend set forth
in Subsection 7.12.


 


7.14
Manner of Voting. The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent
or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement
need not make explicit reference to the terms of this Agreement.


 


7.15
Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other,
and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further
action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated
hereby and to otherwise carry out the intent of the parties hereunder.


 




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7.16
Dispute Resolution. 


 


(a)
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction
of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding
arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or
based upon this Agreement except in the state courts of New York and to the jurisdiction of the United States District Court for
the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise,
in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not
be enforced in or by such court. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary
disbursements in addition to any other relief to which such party may be entitled. Each of the parties to this Agreement consents
to personal jurisdiction for any equitable action sought in the United States District Court for the Southern District of New
York or any court of the State of New York having subject matter jurisdiction.


 


(b)
Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR
THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT
MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS,
TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN
FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY
FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 


7.17
Costs of Enforcement. If any party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings,
the non-prevailing party shall pay all costs and expenses incurred by the prevailing party, including, without limitation, all
reasonable attorneys’ fees.


 


7.18
Aggregation of Stock. All Shares held or acquired by a Stockholder and/or its Affiliates shall be aggregated together for
the purpose of determining the availability of any rights under this Agreement, and such Affiliated persons may apportion such
rights as among themselves in any manner they deem appropriate.


 





[Signature
Page Follows]


 




    	13



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first written above.


 








	 	SPECIALTY
    RENAL PRODUCTS, INC.:
	 	 	 
	 	By:
    	/s/
    Daron Evans
	 	Name:	Daron
    Evans
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	Address:	380
    Lackawanna Place
	 	 	South
    Orange, NJ 07079


 


Signature
Page to Voting Agreement


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first written above.


 


	 	KEY
    HOLDER:
	 	 	 
	 	NEPHROS,
    INC.
	 	 	 
	 	By:	/s/
    Daron Evans
	 	 	Daron
    Evans
	 	 	Chief
    Executive Officer


 


SIGNATURE
PAGE TO VOTING AGREEMENT


 




    	 



    	 



    







 


IN
WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 	 
	 	By:	         
	 	Name:
    	 
	 	Title:
    	 





 


SIGNATURE
PAGE TO VOTING AGREEMENT


 




    	 



    	 



    




 


SCHEDULE
A


INVESTORS


 




    	 



    	 



    

 


SCHEDULE
B


 


KEY
HOLDER


 


	Name
                                         of Key Holder

        

	 

        Nephros,
        Inc.

        

        



 







    	 



    	 



    




 


EXHIBIT
A


 


ADOPTION
AGREEMENT


 


This
Adoption Agreement (“Adoption Agreement”) is executed on ___________________, 20__, by the undersigned (the
“Holder”) pursuant to the terms of that certain Voting Agreement dated as of _______, 2018 (the “Agreement”),
by and among the Company and certain of its Stockholders, as such Agreement may be amended or amended and restated hereafter.
Capitalized terms used but not defined in this Adoption Agreement shall have the respective meanings ascribed to such terms in
the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows.


 


1.1
Acknowledgement. Holder acknowledges that Holder is acquiring certain shares of the capital stock of the Company (the “Stock”)[
or options, warrants, or other rights to purchase such Stock (the “Options”)], for one of the following reasons
(Check the correct box):


 


	 	[  ]	As
    a transferee of Shares from a party in such party’s capacity as an “Investor” bound by the Agreement, and
    after such transfer, Holder shall be considered an “Investor” and a “Stockholder” for all purposes
    of the Agreement.
	 	 	 
	 	[  ]	As
    a transferee of Shares from a party in such party’s capacity as a “Key Holder” bound by the Agreement, and
    after such transfer, Holder shall be considered a “Key Holder” and a “Stockholder” for all purposes
    of the Agreement.
	 	 	 
	 	[  ]	As
    a new Investor in accordance with Subsection 7.1(a) of the Agreement, in which case Holder will be an “Investor”
    and a “Stockholder” for all purposes of the Agreement.
	 	 	 
	 	[  ]	In
    accordance with Subsection 7.1(b) of the Agreement, as a new party who is not a new Investor, in which case Holder
    will be a “Stockholder” for all purposes of the Agreement. 


 


1.2
Agreement. Holder hereby (a) agrees that the Stock [Options], and any other shares of capital stock or securities required
by the Agreement to be bound thereby, shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement
with the same force and effect as if Holder were originally a party thereto.


 


1.3
Notice. Any notice required or permitted by the Agreement shall be given to Holder at the address or facsimile number listed
below Holder’s signature hereto.


 


		 	
	HOLDER:	 	 	ACCEPTED
    AND AGREED:
	 	 	 	 	 
	By:
    	  	 	SPECIALTY
    RENAL PRODUCTS, INC.
	Name
    and Title of Signatory	 	 	 
	 	 	 	 	 
	Address:
    	 	 	By:	              
	 	 	 	 	 
	 	 	 	Title:	 



 


	Facsimile
    Number: