GNPX 2018 Proxy Statement

6 How are votes counted and how many votes are needed to approve each proposal? Votes will be counted by the inspector of election appointed for the Annual Meeting, who will tabulate the votes at the Annual Meeting and will separately count: • With respect to the Nasdaq 20% Issuance Proposal, votes “For” and “Against,” abstentions and broker non-votes; • With respect to the proposal to elect David E. Friedman as the Class I director, votes “For,” “Withhold” and broker non-votes; and • With respect to the proposal to ratify the Audit Committee’s selection of Daszkal Bolton LLP as our independent public accounting firm, votes “For” and “Against,” abstentions and broker non-votes. The affirmative vote of the holders of a majority of the shares of our common stock present or represented by proxy and entitled to vote on the matter is required to approve the Nasdaq 20% Issuance Proposal. In addition, for Nasdaq purposes, the Nasdaq 20% Issuance Proposal requires approval by a majority of the votes cast at the meeting, provided that the investors in the Private Placement shall not be entitled to vote either the Shares owned by them or the Warrant Shares underlying Warrants owned by them, which are the Shares and Warrants to purchase our common stock that were issued to the investors pursuant to the Securities Purchase Agreement. If you mark your proxy as “Abstain” on the Nasdaq 20% Issuance Proposal, or if you give specific instructions that no vote be cast on any specific matter, the shares represented by that proxy will not be voted on that matter, but will count in determining whether a quorum is present. Broker non-votes have no effect toward the vote total for the Nasdaq 20% Issuance Proposal. Abstentions will have the effect of an “Against” vote on the Nasdaq 20% Issuance Proposal because abstentions are considered shares entitled to vote on this proposal. With respect to the Nasdaq 20% Issuance Proposal, if a stockholder is a beneficial owner of shares held in street name, such stockholder’s bank, broker or other nominee will not be permitted to vote such stockholder’s shares on the approval of the Nasdaq 20% Issuance Proposal unless the bank or broker receives voting instructions from such stockholder. For the election of directors, the nominees receiving the most “For” votes from the holders of shares present in person or represented by proxy and entitled to vote on the election of directors will be elected. The only nominee for Class I director to be considered at the Annual Meeting is Mr. Friedman. Only votes “For” will affect the outcome of Proposal 2. To be approved, the ratification of the selection of Daszkal Bolton LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2018, must receive “For” votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes, if any, will have no effect. As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent. What is the quorum requirement? A quorum of stockholders is necessary to hold the Annual Meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the Annual Meeting in person or represented by proxy.