Common use of Agreement to Consent and Approve Clause in Contracts

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate such written consent. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder shall enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Seahawk Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is sought, each Stockholder shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor of the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholder’s vote, consent or other approval (including by written consent) is sought, each Stockholder shall vote (or cause to be voted) all Seahawk Securities (to the extent such Seahawk Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder against and withhold consent with respect to any merger agreement or merger (other than the Merger Agreement and the Mergers), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time.

Agreement to Consent and Approve. 3.1 Following 2.1. The SoftBank Stockholder agrees that, from the date hereofhereof until the Expiration Time, Parent intends to file with the SEC promptly (and in any event within two business days) following receipt by it of a registration statement on Form S-4 in connection with the issuance of the shares of Parent T-Mobile Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration TimeTransactions, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, in which a joint consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders of Sprint and T-Mobile in connection with respect to the Required Sprint Stockholder Approval and the T-Mobile Stockholder Approval, respectively, is included as a prospectus/consent solicitation in the Form S-4 prospectus (the “Company StatementForm S-4”), such which Form S-4 has been declared effective under the Securities Act by the SEC, the SoftBank Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes adoption of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder ApprovalBusiness Combination Agreement, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate with respect to all of its Shares entitled to consent thereto. Any such written consent. Such written consent shall be coupled given in accordance with an interest and, prior such procedures relating thereto so as to ensure that it is duly counted for purposes of recording the Expiration Time, shall be irrevocableresults of such consent. Hereafter until the Expiration Time, no The SoftBank Stockholder shall not enter into any tender, voting or other agreementagreement or arrangement with any Person prior to the Expiration Time, directly or indirectly, to vote, grant a proxy or power of attorney, attorney or give instructions with respect to the Seahawk Securities voting of the Shares in any manner that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities Shares that would in any way restrict, limit or interfere with the performance by the SoftBank Stockholder of such Stockholder’s its obligations hereunder or the transactions contemplated hereby, including the receipt approval of the Required Stockholder Approval and the consummation adoption of the Mergers. 3.2 Hereafter Business Combination Agreement. The SoftBank Stockholder agrees that, from the date hereof until the Expiration Time, at it shall vote or cause to be voted (including by written consent) all of its Shares against (a) any meeting Sprint Alternative Transaction and (b) any other action, agreement or transaction involving Sprint that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement Business Combination Agreement. Any attempt by the SoftBank Stockholder to vote, or as required under the Company Principal Investor Agreement is sought, each Stockholder shall vote express consent or dissent with respect to (or cause otherwise to utilize the voting power of), its Shares in contravention of this Section 2 shall be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor of the foregoingnull and void ab initio. 3.3 Hereafter 2.2. SoftBank UK HoldCo agrees that, from the date hereof until the Expiration Time, at promptly (and in any meeting event within two business days) following receipt by it of the stockholders Form S-4, which Form S-4 has been declared effective under the Securities Act by the SEC, SoftBank UK HoldCo shall execute and deliver a written consent approving the adoption of the Company Business Combination Agreement, substantially in the form attached hereto as Exhibit B, with respect to all of its HoldCo Shares entitled to consent thereto. Any such written consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of recording the results of such consent. SoftBank UK HoldCo shall not enter into any tender, voting or at other agreement or arrangement with any postponement Person prior to the Expiration Time, directly or adjournment thereof indirectly, to vote, grant a proxy or power of attorney or give instructions with respect to the voting of the HoldCo Shares in any manner that is inconsistent with this Agreement or otherwise take any other circumstances upon which action with respect to the HoldCo Shares that would in any Stockholder’s voteway restrict, consent limit or other interfere with the performance by SoftBank UK HoldCo of its obligations hereunder or the transactions contemplated hereby, including the approval of the adoption of the Business Combination Agreement. SoftBank UK HoldCo agrees that, from the date hereof until the Expiration Time, it shall vote or cause to be voted (including by written consent) all of its HoldCo Shares against (a) any Sprint Alternative Transaction and (b) any other action, agreement or transaction involving Sprint that is soughtintended, each Stockholder shall vote (or cause would reasonably be expected, to be voted) all Seahawk Securities (impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Business Combination Agreement. Any attempt by SoftBank UK HoldCo to the extent such Seahawk Securities are then entitled to vote thereon)vote, currently or hereinafter owned by such Stockholder against and withhold express consent or dissent with respect to any merger agreement (or merger (other than otherwise to utilize the Merger Agreement and the Mergersvoting power of), consolidation, combination, sale its HoldCo Shares in contravention of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder this Section 2 shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Timenull and void ab initio.

Agreement to Consent and Approve. 3.1 Following The DT Stockholder agrees that, from the date hereofhereof until the Expiration Time, Parent intends to file with the SEC promptly (and in any event within two business days) following receipt by it of a registration statement on Form S-4 in connection with the issuance of the shares of Parent T-Mobile Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration TimeTransactions, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, in which a joint consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders of Sprint and T-Mobile in connection with respect to the Required Sprint Stockholder Approval and the T-Mobile Stockholder Approval, respectively, is included as a prospectus/consent solicitation in the Form S-4 prospectus (the “Company StatementForm S-4”), such which Form S-4 has been declared effective under the Securities Act by the SEC, the DT Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes adoption of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder ApprovalBusiness Combination Agreement, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate with respect to all of its Shares entitled to consent thereto. Any such written consent. Such written consent shall be coupled given in accordance with an interest and, prior such procedures relating thereto so as to ensure that it is duly counted for purposes of recording the Expiration Time, shall be irrevocableresults of such consent. Hereafter until the Expiration Time, no The DT Stockholder shall not enter into any tender, voting or other agreementagreement or arrangement with any Person prior to the Expiration Time, directly or indirectly, to vote, grant a proxy or power of attorney, attorney or give instructions with respect to the Seahawk Securities voting of the Shares in any manner that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities Shares that would in any way restrict, limit or interfere with the performance by the DT Stockholder of such Stockholder’s its obligations hereunder or the transactions contemplated hereby, including the receipt approval of each of the Required Stockholder Approval T-Mobile Share Issuance and the consummation of T-Mobile Charter Amendment. The DT Stockholder agrees that, from the Mergers. 3.2 Hereafter date hereof until the Expiration Time, at it shall vote or cause to be voted (including by written consent) all of its Shares against (a) any meeting T-Mobile Alternative Transaction and (b) any other action, agreement or transaction involving T-Mobile that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under Business Combination Agreement. Any attempt by the Company Principal Investor Agreement is sought, each DT Stockholder shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor of the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholder’s vote, or express consent or other approval (including by written consent) is sought, each Stockholder shall vote (or cause to be voted) all Seahawk Securities (to the extent such Seahawk Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder against and withhold consent dissent with respect to any merger agreement (or merger (other than otherwise to utilize the Merger Agreement and the Mergersvoting power of), consolidation, combination, sale its Shares in contravention of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder this Section 2 shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Timenull and void ab initio.

Agreement to Consent and Approve. 3.1 Following (a) Each Selling Investor agrees to execute and deliver the date hereofDrag-Along Consent in such Selling Investor’s capacity as a holder of Company Preferred Shares, Parent intends and (ii) to file with refrain from (x) withdrawing, revoking, rescinding, modifying or amending in any manner the SEC a registration statement on Form S-4 Drag-Along Consent or (y) modifying or amending in connection with any manner, or waiving compliance of, the issuance of the shares of Parent Common Stock in the Merger Voting Agreement. (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder agrees that except as otherwise agreed with Parentb) Each Selling Investor hereby irrevocably and unconditionally agrees, promptly following after the Form S-4 being Registration Statement (which shall include the Consent Solicitation Statement) is declared effective by the SEC (and receipt by in any event within five Business Days after notification thereof to such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”Selling Investor), such Stockholder shall to execute and deliver deliver, or cause to be executed and delivered, a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit AA (the “Written Consent”) approving the adoption of the Merger Agreement and approving the Transactions, and that it will thereafter not revoke, withdraw or repudiate such written consent. Such written consent shall be coupled with an interest and, prior to including the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder shall enter into any tender, voting or other agreement, or grant a proxy or power of attorneyMergers, with respect to all of such Selling Investor’s Covered Shares. The Selling Investor’s execution and delivery of the Seahawk Securities Written Consent shall be carried out in accordance with the DGCL and the organizational documents of the Company, so as to ensure that it is inconsistent with this duly counted for purposes of recording the results of such consent. (c) Each Selling Investor hereby irrevocably and unconditionally agrees that, from the date hereof until the Expiration Date, it shall vote or cause to be voted (including by written consent) all of such Selling Investor’s Covered Shares (i) in favor of (A) the adoption of the Merger Agreement or otherwise take and the approval of the Transactions and (B) any other action with respect amendment to the Seahawk Securities that would Company’s certificate of incorporation or Investor Agreements to the extent contemplated in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt Section 9.04 of the Required Stockholder Approval Merger Agreement and otherwise as is reasonably necessary to permit to, or assist the Company in, complying with its obligations under Section 9.04 of the Merger Agreement and (ii) against (A) any Competing Proposal; (B) any amendment of the organizational documents of the Company which would prevent or materially delay the consummation of the Transactions, including the Mergers; or (C) any other action, agreement or transaction involving the Company that would reasonably be expected to prevent or materially delay the consummation of the Transactions, including the Mergers. 3.2 Hereafter (d) Each Selling Investor agrees that, from the date hereof until the Expiration TimeDate, at any meeting of in the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which event that a vote, consent or other approval with respect to the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is sought, each Stockholder shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor of the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company is held regarding the Merger Agreement, the Transactions or any of the matters referred to in Section 3(c), it shall, or shall cause the holder of record of any of the Covered Shares of such Selling Investor on any applicable record date to, be present in person or represented by proxy at such meeting or otherwise cause all Covered Shares of such Selling Investor to be counted as present thereat for purposes of establishing a quorum, and shall vote all of such Selling Investor’s Covered Shares at such meeting in accordance with Section 3(c). (e) Except for the delivery of the Written Consent expressly contemplated by this Agreement, prior to the Expiration Date, no Selling Investor shall call, seek to call or request the call of any postponement meeting of stockholders of the Company with respect to any matter relating to the Mergers or adjournment thereof or in any other circumstances upon which Transaction, or take any Stockholder’s voteaction by consent relating to the Mergers or any other Transaction, consent other than as expressly contemplated by Section 3(c), whether pursuant to the DGCL, the organizational documents of the Company or other approval otherwise. (f) Notwithstanding anything to the contrary herein, in no event shall this Section 3 require or be construed so as to require any Selling Investor to vote or cause to be voted (including by written consent) is soughtsuch Selling Investor’s Covered Shares in favor of or against any stockholder vote to approve “parachute payments” (within the meaning of Section 280G of the Internal Revenue Code of 1986, each Stockholder shall vote as amended, and the Treasury Regulations thereunder) solicited in connection with the Transaction. (or cause to be votedg) all Seahawk Securities (Notwithstanding anything to the extent contrary herein, in the event that a vote or consent of the stockholders of the Company is required in order to effect an amendment to the Merger Agreement that reduces the amount or changes the form of consideration payable in respect of each share of Company Capital Stock in the Mergers or otherwise amends the Merger Agreement in a manner adverse to the Selling Investor (any such Seahawk Securities are then entitled to vote thereonamendment, an “Adverse Amendment”), currently the provisions of this Section 3 shall not apply with respect to the Selling Investor’s vote or hereinafter owned by such Stockholder against and withhold consent with respect to any merger agreement such Adverse Amendment (and Selling Investor shall not be required to vote or merger (other than consent to such Adverse Amendment); provided, however, that the Merger Agreement and term “Adverse Amendments” shall not include the Mergersamendments contemplated in Section 3(c)(i)(B), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time.

Agreement to Consent and Approve. 3.1 Following (a) The Stockholder hereby agrees to refrain from modifying or amending in any manner, or waiving compliance of, the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger Voting Agreement. (the “Form S-4”). Hereafter until the Expiration Time, each b) The Stockholder agrees that except as otherwise agreed with Parenthereby irrevocably and unconditionally agrees, promptly following after the Form S-4 being Registration Statement (which shall include the Consent Solicitation Statement) is declared effective by the SEC (and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect in any event within five Business Days after notification thereof to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”Stockholder), such Stockholder shall to execute and deliver deliver, or cause to be executed and delivered, a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit AA (the “Written Consent”) approving the adoption of the Merger Agreement and approving the Transactions, and that it will thereafter not revoke, withdraw or repudiate such written consent. Such written consent shall be coupled with an interest and, prior to including the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder shall enter into any tender, voting or other agreement, or grant a proxy or power of attorneyMergers, with respect to all of the Seahawk Securities Stockholder’s Covered Shares. The Stockholder’s execution and delivery of the Written Consent shall be carried out in accordance with the DGCL and the organizational documents of the Company, so as to ensure that it is inconsistent with this duly counted for purposes of recording the results of such consent. (c) The Stockholder hereby irrevocably and unconditionally agrees that, from the date hereof until the Expiration Date, it shall vote or cause to be voted (including by written consent) all of the Stockholder’s Covered Shares (i) in favor of (A) the adoption of the Merger Agreement or otherwise take and the approval of the Transactions and (B) any other action with respect amendment to the Seahawk Securities that would Company’s certificate of incorporation or Investor Agreements to the extent contemplated in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt Section 9.04 of the Required Stockholder Approval Merger Agreement and otherwise as is reasonably necessary to permit to, or assist the Company in, complying with its obligations under Section 9.04 of the Merger Agreement and (ii) against (A) any Competing Proposal; (B) any amendment of the organizational documents of the Company which would prevent or materially delay the consummation of the Transactions, including the Mergers; or (C) any other action, agreement or transaction involving the Company that would reasonably be expected to prevent or materially delay the consummation of the Transactions, including the Mergers. 3.2 Hereafter (d) The Stockholder agrees that, from the date hereof until the Expiration TimeDate, at any meeting of in the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which event that a vote, consent or other approval with respect to the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is sought, each Stockholder shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor of the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company is held regarding the Merger Agreement, the Transactions or any of the matters referred to in Section 3(c), it shall, or shall cause the holder of record of any of the Covered Shares of the Stockholder, as applicable, on any applicable record date to, be present in person or represented by proxy at such meeting or otherwise cause all of the Stockholder’s Covered Shares to be counted as present thereat for purposes of establishing a quorum, and shall vote all of the Stockholder’s Covered Shares at such meeting in accordance with Section 3(c). (e) Except for the delivery of the Written Consent expressly contemplated by this Agreement, prior to the Expiration Date, the Stockholder shall not call, seek to call or request the call of any postponement meeting of stockholders of the Company with respect to any matter relating to the Mergers or adjournment thereof or in any other circumstances upon which Transaction, or take any Stockholder’s voteaction by consent relating to the Mergers or any other Transaction, consent other than as expressly contemplated by Section 3(c), whether pursuant to the DGCL, the organizational documents of the Company or other approval otherwise. (f) Notwithstanding anything to the contrary herein, in no event shall this Section 3 require or be construed so as to require the Stockholder to vote or cause to be voted (including by written consent) is soughtits Covered Shares in favor of or against any stockholder vote to approve “parachute payments” (within the meaning of Section 280G of the Internal Revenue Code of 1986, each Stockholder shall vote as amended, and the Treasury Regulations thereunder) solicited in connection with the Transaction. (or cause to be votedg) all Seahawk Securities (Notwithstanding anything to the extent contrary herein, in the event that a vote or consent of the stockholders of the Company is required in order to effect an amendment to the Merger Agreement that reduces the amount or changes the form of consideration payable in respect of each share of Company Capital Stock in the Mergers or otherwise amends the Merger Agreement in a manner adverse to the Stockholder (any such Seahawk Securities are then entitled to vote thereonamendment, an “Adverse Amendment”), currently the provisions of this Section 3 shall not apply with respect to the Stockholder’s vote or hereinafter owned by such Stockholder against and withhold consent with respect to any merger agreement or merger such Adverse Amendment (other than the Merger Agreement and the Mergers), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder shall commit not be required to vote or agree consent to take any action inconsistent with such Adverse Amendment); provided, however, that the foregoing that would be effective prior to term “Adverse Amendments” shall not include the Expiration Timeamendments contemplated in Section 3(c)(i)(B).

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). a) Hereafter until the Expiration Time, each Stockholder agrees subject to Section 4.1(b), the Shareholder agrees, and the Controlling Sponsors shall cause the Shareholder to ensure, (i) that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder at every meeting of the proxy statement, information statement, consent solicitation statement or similar document shareholders of the Company called with respect to any of the solicitation following matters (the date of consents from the Company’s stockholders taking of any such action being an applicable “Determination Date”), and at every adjournment or postponement thereof, and on every action or approval of Company shareholders by written consent with respect to any of the Required Stockholder Approval included as following matters, the Shareholder shall, or shall cause the holders of record on any applicable record date to (including by delivering to the Secretary of the Company a prospectus/consent solicitation in the Form S-4 (the “Company Statement”duly executed proxy card), such Stockholder shall execute and deliver a written consent adopting vote the Covered Shares (other than the shares underlying the Company Common Warrant prior to the exercise thereof) (A) in favor of (x) the approval of the Merger Agreement (and approving any amendment of the Mergers for purposes Merger Agreement) and the Merger and (y) any action that would reasonably be expected to be in furtherance of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit Aforegoing, and that it will thereafter not revoke, withdraw (B) against (1) any action or repudiate such written consent. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder shall enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Seahawk Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities agreement that would reasonably be expected to result in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and condition to the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any meeting Merger set forth in Section 7.1 or Section 7.2 of the stockholders of Merger Agreement not being satisfied, (2) any Acquisition Proposal or any action with the intention to further any Acquisition Proposal, (3) any reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company, and (4) any action which would reasonably be expected to materially delay, materially postpone or at any postponement or adjournment thereof, called to seek the affirmative vote materially adversely affect consummation of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers or and the other transactions contemplated by the Merger Agreement and (ii) not to exercise or as required seek to exercise any dissenters’ rights under the Company Principal Investor Agreement is sought, each Stockholder shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor section 106 of the foregoingBermuda Companies Act 1981 (as amended) in respect of any Covered Shares in relation to the Merger. Any written consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of recording the results of such consent. 3.3 Hereafter until the Expiration Time, at any meeting (b) The obligations of the stockholders Shareholder and the Controlling Sponsors in Section 4.1(a) shall, subject to this Section 4.1(b), apply whether or not the Merger or any action above is recommended by the Board of Directors of the Company. Notwithstanding Section 4.1(a)(i), in the event of a Change of Recommendation made in compliance with the Merger Agreement in connection with a Superior Proposal (a “Trigger Event”), the obligation of the Shareholder to vote, and the Controlling Sponsors to cause the Shareholder to vote, the Covered Shares in the manner set forth in Section 4.1(a)(i) shall be modified such that: (i) the Shareholder shall, or shall cause the holders of record on any applicable record date to (including by delivering to the Secretary of the Company or at any postponement or adjournment thereof or in any a duly executed proxy card), vote 50.0% of the Covered Shares (other circumstances upon which any Stockholder’s vote, consent or other approval (including by written consent) is sought, each Stockholder shall vote (or cause to be voted) all Seahawk Securities (than the shares underlying the Company Common Warrant prior to the extent such Seahawk Securities are then entitled exercise thereof) rounded to vote thereon), currently or hereinafter owned by such Stockholder against and withhold consent the nearest whole share as of immediately prior to the applicable Determination Date (with respect to any merger agreement applicable Determination Date, such number of Covered Shares being the applicable “Locked Up Shares”), voting together as a single class, entitled to vote in respect of such matter, as provided in Section 4.1(a)(i); and (ii) the Shareholder shall, or merger shall cause the holders of record on any applicable record date to, cause a number of Covered Shares equal to the aggregate number of Covered Shares (other than the Merger Agreement shares underlying the Company Common Warrant prior to the exercise thereof) minus the applicable aggregate number of Locked Up Shares (with respect to any applicable Determination Date, such number of Covered Shares being the applicable “Released Shares”) so entitled to vote to be voted in any manner such Shareholder chooses in its sole discretion. (c) Promptly following the occurrence of a Trigger Event, the Shareholder and the Mergers), consolidation, combination, sale Principal Sponsor Signatories shall deliver a written notice to Parent indicating (x) the number of all or substantially all Covered Shares of the assetsShareholder that are included within the Locked-Up Shares as of such date and (y) the number of Covered Shares of the Shareholder that are included within the Released Shares as of such date, tender offerand such notice shall include reasonably detailed information to support the determination of such aggregate number of Locked Up Shares. (d) Parent shall not, exchange offerdirectly or indirectly, reorganizationpermit any of its Affiliates, recapitalizationdirectly or indirectly, dissolutionto acquire, liquidation agree to acquire, propose or winding up offer to acquire, or facilitate the acquisition or ownership of, by or involving the Companyvoting rights in, SCCII Company Common Shares, or any securities of the Company Subsidiaries. No Stockholder shall commit that are convertible, exchangeable or agree to take any action inconsistent with exercisable into Company Common Shares, other than the foregoing voting rights in the Covered Shares as provided herein. 4.2 In the event that would be effective a meeting of the shareholders of the Company is held prior to the Expiration Time, the Shareholder shall, or shall cause the holders of record on any applicable record date, to appear at such meeting or otherwise cause the Covered Shares (other than the shares underlying the Company Common Warrant prior to the exercise thereof) to be counted as present thereat for the purposes of establishing a quorum (including by delivering to the Secretary of the Company a duly executed proxy card).

Agreement to Consent and Approve. 3.1 Following 2.1 The Stockholder agrees that, from the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter hereof until the Expiration Time, each Stockholder agrees that except as otherwise agreed with Parent, promptly (and in any event by 8:00 p.m. central time on the second (2nd) Business Day following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 Effective Date (the “Company StatementConsent Deadline”), such the Stockholder shall execute and deliver a written consent adopting the Written Consent approving the adoption of the Merger Agreement and approving the Mergers for purposes of Delaware Lawtransactions contemplated thereby, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, which Written Consent is substantially in the form attached hereto as Exhibit A, and with respect to all of its Shares entitled to vote on or consent thereto. Any such Written Consent shall be given in accordance with such procedures relating thereto so as to ensure that it will thereafter not revoke, withdraw or repudiate is duly counted for purposes of recording the results of such written consent. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no . 2.2 The Stockholder shall not enter into any tender, voting or other agreementagreement or arrangement with any Person prior to the Expiration Time, directly or indirectly, to vote, grant a proxy or power of attorney, attorney or give instructions with respect to the Seahawk Securities voting of the Shares in any manner that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities Shares that would in any way restrict, limit or interfere with the performance by the Stockholder of such Stockholder’s its obligations hereunder or the transactions contemplated herebyTransactions, including the receipt approval of the Required Stockholder Approval adoption of the Merger Agreement and the consummation of the MergersTransactions. 3.2 Hereafter 2.3 The Stockholder agrees that, from the date hereof until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is sought, each Stockholder it shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor of the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholder’s vote, consent or other approval voted (including by written consent) all of its Shares against any action, agreement or transaction involving the Company or any of its Subsidiaries that is soughtintended, each or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Transactions. Any attempt by the Stockholder shall vote (to vote, or cause to be voted) all Seahawk Securities (to the extent such Seahawk Securities are then entitled to vote thereon), currently express consent or hereinafter owned by such Stockholder against and withhold consent dissent with respect to any merger agreement (or merger (otherwise to utilize the voting power of), its Shares in contravention of the intent of this Agreement, including, but not limited to this Section 2 shall be null and void ab initio. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall be construed to grant a proxy or power of attorney with respect to voting the Shares other than the Merger Agreement as described in Section 2 and the Mergers), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration TimeSection 4.

Agreement to Consent and Approve. 3.1 (a) Following the date hereof, Parent Buyer intends to file with the SEC a registration statement on Form S-4 in connection with or other applicable form (the “Registration Statement”) pursuant to which the offer and issuance of the shares of Parent Buyer Class A Common Stock issuable in the Merger will be registered with the SEC, which will contain (i) a consent solicitation statement in connection with the solicitation by the Company of written consents from the holders of the shares of Company Capital Stock to obtain the Company Stockholder Approval in preliminary form of the type contemplated by Regulation 14A promulgated under the Exchange Act, and (ii) a proxy statement in connection with the solicitation by Buyer of proxies from the holders of the shares of Buyer Common Stock to obtain the shareholder approval of the Buyer Stockholder Matters (the “Form S-4Proxy Statement”)) in preliminary form of the type contemplated by Regulation 14A promulgated under the Exchange Act, in all cases describing the Merger Agreement, the Merger and the other Transactions. Hereafter until the Expiration TimeStockholder irrevocably and unconditionally agrees that, each Stockholder agrees that except as otherwise agreed with ParentXxxxx, promptly on the second Business Day following the Form S-4 being date on which the Registration Statement is declared effective by the SEC and receipt by such Stockholder of the proxy statementSEC, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver to the Secretary of the Company (with a copy to the Buyer) a written consent adopting covering the Stockholder Shares, including New Securities, beneficially owned or owned of record by Stockholder in favor of the approval of the adoption of the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, Transactions. Such written consent shall be substantially in the form attached hereto as Exhibit AA (the “Written Consent”). Following the execution and delivery of the Written Consent, and that it will thereafter Stockholder shall not amend, revoke, withdraw or repudiate such written consentthe Written Consent. Such written consent The Written Consent shall be coupled with an interest and, prior to the Expiration TimeTermination Date or the Extended Termination Date, as applicable, shall be irrevocable. Hereafter From and after the date hereof until the Expiration TimeTermination Date or the Extended Termination Date, no as applicable, Stockholder shall not enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Seahawk Securities Stockholder Shares that is inconsistent with this Company Support Agreement or otherwise take any other action with respect to the Seahawk Securities Stockholder Shares that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby. (b) For the avoidance of doubt, Stockholder shall retain at all times the right to vote any Stockholder Shares, including the receipt New Securities, beneficially owned or owned of the Required record by Stockholder Approval in Stockholder’s sole discretion, and the consummation of the Mergers. 3.2 Hereafter until the Expiration Timewithout any other limitation, on any matters other than those explicitly set forth in this Section 1 that are at any meeting of the stockholders of time or from time to time presented for consideration to the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is sought, each Stockholder shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor of the foregoing’s shareholders. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholder’s vote, consent or other approval (including by written consent) is sought, each Stockholder shall vote (or cause to be voted) all Seahawk Securities (to the extent such Seahawk Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder against and withhold consent with respect to any merger agreement or merger (other than the Merger Agreement and the Mergers), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time.

Agreement to Consent and Approve. 3.1 Following 2.1. Each NAI Party agrees that, promptly (and in any event within one Business Day) after the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 pursuant to which the issuance of shares of CBS Common Stock in the Merger will be registered with the SEC (the “Registration Statement”) (in which a joint consent solicitation statement with respect to the solicitation of written consents from the stockholders of CBS and Viacom in connection with the CBS Stockholder Approval and the Viacom Stockholder Approval, respectively, is included) is declared effective by the SEC, unless a CBS Adverse Recommendation Change or Viacom Adverse Recommendation Change has occurred prior to such time and has not been rescinded, the NAI Parties shall execute and deliver, or shall cause to be executed and delivered, (i) a written consent approving the adoption of the Merger Agreement and approving the transactions contemplated thereby, including the Merger, the issuance of the shares of Parent CBS Common Stock in contemplated to be issued thereunder and the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC amendment of CBS’s certificate of incorporation and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approvalbylaws, substantially in the form attached hereto as Exhibit A, with respect to the Necessary CBS Shares (the “CBS Written Consent”), and (ii) a written consent approving the adoption of the Merger Agreement and approving the transactions contemplated thereby, including the Merger, substantially in the form attached hereto as Exhibit B, with respect to the Necessary Viacom Shares (the “Viacom Written Consent”, and together with the CBS Written Consent, the “Written Consents”). Each such Written Consent shall be given in accordance with such procedures relating thereto, including pursuant to the DGCL and each of the CBS Organizational Documents and the Viacom Organizational Documents, as applicable, so as to ensure that it will thereafter not revoke, withdraw or repudiate is duly counted for purposes of recording the results of such written consent. 2.2. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder No NAI Party shall enter into any tender, voting or other agreementagreement or arrangement with any Person prior to the Expiration Time, directly or indirectly, to vote, grant a proxy or power of attorney, attorney or give instructions with respect to the Seahawk Securities voting of the Shares in any manner that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities Shares that would in any way restrict, limit or interfere with the performance by the NAI Parties, of such Stockholder’s their obligations hereunder or the transactions contemplated hereby; provided, however, that the foregoing restriction shall cease to apply in the event a CBS Adverse Recommendation Change or Viacom Adverse Recommendation Change has occurred prior to such time and not been rescinded. Except for the delivery of Written Consents expressly contemplated by this Agreement, prior to the Expiration Time, no NAI Party shall call, seek to call or request the call of any meeting of CBS stockholders or Viacom stockholders with respect to any matter relating to the Merger or other transactions contemplated by the Merger Agreement, including by written consent, whether pursuant to the receipt of DGCL, the Required Stockholder Approval and CBS Organizational Documents, the consummation of the MergersViacom Organizational Documents or otherwise. 3.2 Hereafter 2.3. From the date hereof until the Expiration Time, at no NAI Party shall take any meeting action in contravention of, or that conflicts with, (a) the designation of the stockholders members of the Company, or Board of Directors of CBS occurring at any postponement or adjournment thereof, called to seek the affirmative vote Effective Time as contemplated by Section 1.06 of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in (b) the Charter Amendment and Bylaws Amendment becoming effective at the Effective Time. 2.4. Each NAI Party agrees that, from the date hereof until the Expiration Time, it shall vote or cause to be voted (including by written consent) (a) the Necessary CBS Shares against any CBS Acquisition Proposal (and shall not vote or cause to be voted any other circumstances upon which a voteCBS Shares in favor of any CBS Acquisition Proposal), consent (b) the Necessary Viacom Shares against any Viacom Acquisition Proposal (and shall not vote or cause to be voted any other approval Viacom Shares in favor of any Viacom Acquisition Proposal), (c) the Necessary CBS Shares against any amendment of the CBS Organizational Documents (other than the amendments of the CBS Organizational Documents contemplated in connection with respect to the Merger as set forth in the Merger Agreement), which amendment would in any manner impede, interfere with, delay, postpone, adversely affect or prevent the Mergers consummation of the Merger or the other transactions contemplated by the Merger Agreement or as required under change in any manner the Company Principal Investor Agreement is sought, each Stockholder voting rights of CBS Voting Common Stock (and shall not vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder voted any other CBS Shares in favor of any such amendment), (d) the foregoing. 3.3 Hereafter until the Expiration Time, at Necessary Viacom Shares against any meeting amendment of the stockholders Viacom Organizational Documents (other than the amendments of the Company or at any postponement or adjournment thereof or Viacom Organizational Documents contemplated in connection with the Merger as set forth in the Merger Agreement), which amendment would in any manner impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other circumstances upon which transactions contemplated by the Merger Agreement or change in any Stockholder’s vote, consent or other approval manner the voting rights of Viacom Voting Common Stock (including by written consent) is sought, each Stockholder and shall not vote (or cause to be voted) all Seahawk Securities (to the extent voted any other Viacom Shares in favor of any such Seahawk Securities are then entitled to vote thereonamendment), currently (e) the Necessary CBS Shares against any other action, agreement or hereinafter owned transaction involving CBS that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement (and shall not vote or cause to be voted any other CBS Shares in favor of any such Stockholder action, agreement or transaction) and (f) the Necessary Viacom Shares against any other action, agreement or transaction involving Viacom that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement (and withhold shall not vote or cause to be voted any other Viacom Shares in favor of any such action, agreement or transaction); provided, however, that the foregoing clauses (a)–(f) shall not apply to any transaction, proposal or action that is the subject of a CBS Adverse Recommendation Change or a Viacom Adverse Recommendation Change made in accordance with Section 7.04(d) or Section 7.05(d) of the Merger Agreement, as applicable, that has not been rescinded. Any attempt by any NAI Party to vote, or express consent or dissent with respect to any merger agreement (or merger (other than otherwise to utilize the Merger Agreement and the Mergersvoting power of), consolidationits Shares in contravention of this Section 2 shall be null and void ab initio. 2.5. Each of CBS and Viacom hereby agrees that, combinationfrom the date hereof until the record date for the stockholder vote, sale it shall not allot or issue shares of all CBS Voting Common Stock or substantially all of the assetsViacom Voting Common Stock, tender offeras applicable, exchange offerand shall not grant rights to subscribe for, reorganizationor convert any security into, recapitalizationCBS Voting Common Stock or Viacom Voting Common Stock, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Timeas applicable.

Agreement to Consent and Approve. 3.1 Following Each Stockholder agrees that, as promptly as practicable following the date hereofexecution of this Agreement, Parent intends to file with and in any event by no later than one hour after the SEC a registration statement on Form S-4 in connection with the issuance execution and delivery of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration TimeAgreement, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC shall duly execute and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of validly deliver to the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting to adopt the Merger Agreement and approving approve the Mergers for purposes transactions contemplated thereby, including the Merger, in each case, in compliance with the certificate of Delaware Law, incorporation and bylaws of the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit AA (the “Written Consent”), with respect to all of its Shares entitled to consent thereto. The Parties hereby agree that the Written Consent shall be irrevocable and that it will thereafter the Stockholders may not revoke, withdraw supersede or repudiate modify the Written Consent in any way. Any such written consent. Such written consent shall be coupled given in accordance with an interest and, prior such procedures relating thereto so as to ensure that it is duly counted for purposes of recording the Expiration Time, shall be irrevocableresults of such consent. Hereafter until the Expiration Time, no Each Stockholder irrevocably and unconditionally agrees that such Stockholder shall not enter into any tender, voting or other agreementagreement or arrangement with any Person prior to the Expiration Time, directly or indirectly, to vote, grant a proxy or power of attorney, attorney or give instructions with respect to the Seahawk Securities voting of its Shares in any manner that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities its Shares that would in any way restrict, limit or interfere with the performance by such Stockholder of such Stockholder’s its obligations hereunder or the transactions contemplated hereby, including the receipt approval of the Required Stockholder Approval adoption of the Merger Agreement and the consummation approval of the Mergers. 3.2 Hereafter transactions contemplated thereby, including the Merger. Each Stockholder agrees that, from the date hereof until the Expiration Time, such Stockholder shall appear at any each meeting of the stockholders of the CompanyCompany (whether annual or special, however called, and including any adjournment or postponement thereof) or otherwise cause the Shares that such Stockholder is entitled to vote to be counted as present thereat for purposes of establishing a quorum and shall be present (in person or by proxy) and vote or cause to be voted (including by written consent), or at deliver (or cause to be delivered) any written consents with respect to, all of its Shares (i) in the event that the Company is required, pursuant to Section 7.12(c) of the Merger Agreement, to duly call, give notice of, convene and hold the Company Stockholders Meeting, in favor of (A) the adoption of the Merger Agreement and the approval of the Merger and the transactions contemplated thereby, including the Merger, (B) the approval of any proposal to adjourn or postpone any Company Stockholders Meeting to a later date if the Company or Parent proposes or requests such postponement or adjournment thereof, called to seek the affirmative vote in accordance with Section 7.12(c) of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in and (C) the approval of any other circumstances proposal considered and voted upon which a voteby the Company Stockholders at any Company Stockholders Meeting necessary for consummation of the transactions contemplated by the Merger Agreement, consent including the Merger, and against (ii) (A) any Acquisition Proposal or any other approval with respect proposal made in opposition to the Merger Agreement, (B) any change in a majority of the Mergers Company Board of Directors, (C) any amendment to the Company Certificate or Company Bylaws, (D) any material change in the capitalization of the Company or the Company’s corporate structure or any liquidation, dissolution, winding up or reorganization of the Company and (E) any other action, agreement or transaction involving the Company that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement Agreement. Each Stockholder shall not consent, in such Stockholder’s capacity as a stockholder of the Company, to matters inconsistent with the voting obligations set forth in this Section 2.1. The obligations of the Stockholders specified in this Section 2.1 shall apply whether or as required under not (1) the Merger or any action described above is recommended by the Company Principal Investor Agreement is sought, each Board of Directors or (2) there has been any Change of Recommendation. Any attempt by a Stockholder shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor of the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholder’s vote, or express consent or other approval (including by written consent) is sought, each Stockholder shall vote (or cause to be voted) all Seahawk Securities (to the extent such Seahawk Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder against and withhold consent dissent with respect to any merger agreement (or merger (other than otherwise to utilize the Merger Agreement and the Mergersvoting power of), consolidation, combination, sale its Shares in contravention of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder this Section 2.1 shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Timenull and void ab initio.

Agreement to Consent and Approve. 3.1 Following Hereafter until the date hereofExpiration Time, Parent intends each Stockholder agrees to file with the SEC (a) promptly following receipt by such Stockholder of a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration TimeMerger, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, in which a consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Company Stockholder Approval is included as a prospectus/consent solicitation in the Form S-4 prospectus (the “Company StatementForm S-4”), which Form S-4 has been declared effective under the Securities Act by the SEC, such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder ApprovalMerger, substantially in the form attached hereto as Exhibit A, and that it will (b) thereafter not revoke, withdraw or repudiate such written consent. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no No Stockholder shall enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Seahawk Securities Company Common Stock or New Company Common Stock that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities Company Common Stock or New Company Common Stock that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt approval of the Required Stockholder Approval Merger and the consummation of the MergersMerger. 3.2 Hereafter until the Expiration Time, at At any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers Merger or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is sought, each Stockholder shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor of the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholder’s vote, consent or other approval (including by written consent) is sought, each Stockholder shall vote (or cause to be voted) all Seahawk Securities (to shares of Company Common Stock or all Holding Membership Units, as the extent such Seahawk Securities are then entitled to vote thereon)case may be, currently or hereinafter owned by such Stockholder against and withhold consent with respect to (a) any merger agreement or merger (other than the Merger Agreement and the MergersMerger), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the CompanyCompany or LVB Holding, SCCII or and (b) any of the Company SubsidiariesCompeting Transaction. No Stockholder shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Timeany termination of this Agreement.

Agreement to Consent and Approve. 3.1 Following The Stockholder irrevocably and unconditionally agrees that, from the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter hereof until the Expiration Time, each Stockholder agrees that except (a) subject only to the receipt of the Xxxxxxxxx Lender Approval as otherwise agreed with Parent, promptly following the Form S-4 being declared effective required by the SEC and receipt by such Stockholder of the proxy statementSecond Lien Facilities Agreement, information statement, consent solicitation statement or similar document it shall (at any meeting of the Company Stockholders and on every action or approval of Company Stockholders by written consent with respect to any of the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included following matters, as a prospectus/consent solicitation in the Form S-4 applicable) (the “Company Statement”)i) as promptly as practicable, such Stockholder shall execute and deliver (or cause to be executed and delivered) to the Company, with a copy to Parent, a written consent adopting approving the adoption of the Merger Agreement and approving the Mergers for purposes transactions contemplated thereby, including the First Merger (though excluding the 280G vote as further described below) substantially in the form attached hereto as Exhibit A and, if requested by Parent following receipt of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Xxxxxxxxx Lender Approval, substantially in the form attached hereto as Exhibit AB, with respect to all of its Shares entitled to vote or act by written consent thereto and in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of recording the results of such vote or written consent, (ii) vote or cause to be voted (including by written consent) all of its Shares in favor of the adoption of the Merger Agreement and the approval of the First Merger and the other transactions contemplated by the Merger Agreement, and that it will thereafter not revoke, withdraw (iii) vote or repudiate such cause to be voted (including by written consent. Such written consent shall ) all of its Shares against (x) any Acquisition Proposal or any action with the intention to further any Acquisition Proposal, (y) any other action, agreement or transaction involving the Company that is intended, or would reasonably be coupled with an interest andexpected, prior to result in any condition to the Expiration Timeconsummation of the First Merger not being satisfied or to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the transactions contemplated by the Merger Agreement, including the First Merger, in any material respect, and (z) any stock purchase agreement, merger, consolidation, business combination, tender offer, exchange, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (other than the transactions contemplated by the Merger Agreement or any Ancillary Agreement), (b) it shall be irrevocable. Hereafter until the Expiration Time, no Stockholder shall not enter into any tender, voting or other agreementagreement or arrangement with any Person, directly or indirectly, to vote, grant a proxy or power of attorneyattorney (any such trust, agreement, arrangement, proxy or power of attorney other than this Agreement, the Stockholders Agreement and the Lender Holders Agreement, a “Voting Agreement”) or give instructions with respect to the Seahawk Securities voting of the Shares in any manner that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities Shares that would in any way material respect restrict, limit or interfere with the performance by the Stockholder of such Stockholder’s its obligations hereunder or the transactions contemplated hereby, including the receipt approval of the Required Stockholder Approval and the consummation adoption of the Mergers. 3.2 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is sought, each Stockholder shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor of the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholder’s vote, consent or other approval (including by written consent) is sought, each Stockholder shall vote (or cause to be voted) all Seahawk Securities (to the extent such Seahawk Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder against and withhold consent with respect to any merger agreement or merger (other than the Merger Agreement and the Mergerstransactions contemplated thereby, including the First Merger, (c) subject to the receipt of the Xxxxxxxxx Lender Approval as required by the Second Lien Facilities Agreement, it shall use its reasonable best efforts to obtain the SA Tax Ruling, and, in doing so, shall promptly furnish to Parent a copy of any filings made by the Stockholder to the relevant South African taxing authorities in relation to the SA Tax Ruling promptly after such filings have been made; provided, that the Stockholder may in its sole discretion redact any information or statements contained in such filings that the Stockholder views to be confidential or otherwise sensitive in nature and (d) subject to the receipt of the Xxxxxxxxx Lender Approval as required by the Second Lien Facilities Agreement, if the Stockholder is not able to obtain the SA Tax Ruling prior to the earlier of (i) the first anniversary of the date hereof and (ii) the 20th Business Day prior to the Closing Date, the Stockholder shall have the right to elect (acting in its sole discretion, no later than the fifth Business Day after the foregoing triggering event) to effect the transactions described in Exhibit C attached hereto (such election, the “Xxxxxxxxx Option”). Any attempt by the Stockholder to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), consolidationits Shares in contravention of clauses (a)(i) to (iii), combinationor enter into any tender, sale voting or other agreement to vote, grant a proxy or power of all attorney or substantially all give instructions with respect to the voting of the assetsShares in contravention of clause (b) of this Section 2 shall be null and void ab initio. Each of the Stockholder, tender offerNewco 3 and Newco 2A agrees not to commence or join in, exchange offeror knowingly facilitate, reorganizationassist or encourage, recapitalizationand agrees to take all actions necessary to opt out of any class in any class action with respect to, dissolutionany claim, liquidation derivative or winding up ofotherwise, by or involving against Parent, Merger Sub 1, Merger Sub 2, the Company, SCCII or any of their respective Affiliates, successors or directors relating to the Company Subsidiaries. No Stockholder shall commit negotiation, execution or agree delivery of this Agreement or the Merger Agreement, including any claim (x) challenging the validity of, or seeking to take enjoin the operation of, any action inconsistent provision of this Agreement or the Merger Agreement or (y) alleging any breach of any fiduciary duty of the Company’s board of directors in connection with the foregoing that would negotiation, execution and delivery of the Merger Agreement or the consummation of the transactions contemplated thereby, including the First Merger. For the avoidance of doubt, the obligations of the Stockholder set forth in clauses (a), (c) and (d) of this Section 2 shall not be effective prior to applicable in the Expiration Timeevent the Xxxxxxxxx Lender Approval is not received.

Agreement to Consent and Approve. 3.1 Following 2.1. Each NAI Party agrees that, promptly (and in any event within one Business Day) after the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 pursuant to which the issuance of shares of CBS Common Stock in the Merger will be registered with the SEC (the “Registration Statement”) (in which a joint consent solicitation statement with respect to the solicitation of written consents from the stockholders of CBS and Viacom in connection with the CBS Stockholder Approval and the Viacom Stockholder Approval, respectively, is included) is declared effective by the SEC, unless a CBS Adverse Recommendation Change or Viacom Adverse Recommendation Change has occurred prior to such time and has not been rescinded, the NAI Parties shall execute and deliver, or shall cause to be executed and delivered, (i) a written consent approving the adoption of the Merger Agreement and approving the transactions contemplated thereby, including the Merger, the issuance of the shares of Parent CBS Common Stock in contemplated to be issued thereunder and the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC amendment of CBS’s certificate of incorporation and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approvalbylaws, substantially in the form attached hereto as Exhibit A, with respect to the Necessary CBS Shares (the “CBS Written Consent”), and (ii) a written consent approving the adoption of the Merger Agreement and approving the transactions contemplated thereby, including the Merger, substantially in the form attached hereto as Exhibit B, with respect to the Necessary Viacom Shares (the “Viacom Written Consent”, and together with the CBS Written Consent, the “Written Consents”). Each such Written Consent shall be given in accordance with such procedures relating thereto, including pursuant to the DGCL and each of the CBS Organizational Documents and the Viacom Organizational Documents, as applicable, so as to ensure that it will thereafter not revoke, withdraw or repudiate is duly counted for purposes of recording the results of such written consent. 2.2. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder No NAI Party shall enter into any tender, voting or other agreementagreement or arrangement with any Person prior to the Expiration Time, directly or indirectly, to vote, grant a proxy or power of attorney, attorney or give instructions with respect to the Seahawk Securities voting of the Shares in any manner that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities Shares that would in any way restrict, limit or interfere with the performance by the NAI Parties, of such Stockholder’s their obligations hereunder or the transactions contemplated hereby; provided, however, that the foregoing restriction shall cease to apply in the event a CBS Adverse Recommendation Change or Viacom Adverse Recommendation Change has occurred prior to such time and not been rescinded. Except for the delivery of Written Consents expressly contemplated by this Agreement, prior to the Expiration Time, no NAI Party shall call, seek to call or request the call of any meeting of CBS stockholders or Viacom stockholders with respect to any matter relating to the Merger or other transactions contemplated by the Merger Agreement, including by written consent, whether pursuant to the receipt of DGCL, the Required Stockholder Approval and CBS Organizational Documents, the consummation of the MergersViacom Organizational Documents or otherwise. 3.2 Hereafter 2.3. From the date hereof until the Expiration Time, at no NAI Party shall take any meeting action in contravention of, or that conflicts with, (a) the designation of the stockholders members of the Company, or Board of Directors of CBS occurring at any postponement or adjournment thereof, called to seek the affirmative vote Effective Time as contemplated by Section 1.06 of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in (b) the Charter Amendment and Bylaws Amendment becoming effective at the Effective Time. 2.4. Each NAI Party agrees that, from the date hereof until the Expiration Time, it shall vote or cause to be voted (including by written consent) (a) the Necessary CBS Shares against any CBS Acquisition Proposal (and shall not vote or cause to be voted any other circumstances upon which a voteCBS Shares in favor of any CBS Acquisition Proposal), consent (b) the Necessary Viacom Shares against any Viacom Acquisition Proposal (and shall not vote or cause to be voted any other approval Viacom Shares in favor of any Viacom Acquisition Proposal), (c) the Necessary CBS Shares against any amendment of the CBS Organizational Documents (other than the amendments of the CBS Organizational Documents contemplated in connection with respect to the Merger as set forth in the Merger Agreement), which amendment would in any manner impede, interfere with, delay, postpone, adversely affect or prevent the Mergers consummation of the Merger or the other transactions contemplated by the Merger Agreement or as required under change in any manner the Company Principal Investor Agreement is sought, each Stockholder voting rights of CBS Voting Common Stock (and shall not vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder voted any other CBS Shares in favor of any such amendment), (d) the foregoing. 3.3 Hereafter until the Expiration Time, at Necessary Viacom Shares against any meeting amendment of the stockholders Viacom Organizational Documents (other than the amendments of the Company or at any postponement or adjournment thereof or Viacom Organizational Documents contemplated in connection with the Merger as set forth in the Merger Agreement), which amendment would in any manner impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other circumstances upon which transactions contemplated by the Merger Agreement or change in any Stockholder’s vote, consent or other approval manner the voting rights of Viacom Voting Common Stock (including by written consent) is sought, each Stockholder and shall not vote (or cause to be voted) all Seahawk Securities (to the extent voted any other Viacom Shares in favor of any such Seahawk Securities are then entitled to vote thereonamendment), currently (e) the Necessary CBS Shares against any other action, agreement or hereinafter owned transaction involving CBS that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement (and shall not vote or cause to be voted any other CBS Shares in favor of any such Stockholder action, agreement or transaction) and (f) the Necessary Viacom Shares against any other action, agreement or transaction involving Viacom that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement (and withhold shall not vote or cause to be voted any other Viacom Shares in favor of any such action, agreement or transaction); provided, however, that the foregoing clauses (a)–(f) shall not apply to any transaction, proposal or action that is the subject of a CBS Adverse Recommendation Change or a Viacom Adverse Recommendation Change made in accordance with Section 7.04(d) or Section 7.05(d) of the Merger Agreement, as applicable, that has not been rescinded. Any attempt by any NAI Party to vote, or express consent or dissent with respect to any merger agreement (or merger (other than otherwise to utilize the Merger Agreement and the Mergersvoting power of), consolidationits Shares in contravention of this Section 2 shall be null and void ab initio. 2.5. Each of CBS and Viacom hereby agrees that, combinationfrom the date hereof until the record date for the stockholder vote, sale it shall not allot or issue shares of all CBS Voting Common Stock or substantially all of the assetsViacom Voting Common Stock, tender offeras applicable, exchange offerand shall not grant rights to subscribe for, reorganizationor convert any security into, recapitalizationCBS Voting Common Stock or Viacom Voting Common Stock, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Timeas applicable.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Company Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers Merger for purposes of Delaware Law, the Company Charter and as required under certificate of incorporation of the Company Principal Investor Agreement or otherwise to achieve the Required Company Stockholder Approval, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate such written consent. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder shall enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Seahawk Company Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Company Securities that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt of the Required Company Stockholder Approval and the consummation of the MergersMerger. 3.2 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers Merger or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is sought, each Stockholder shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor of the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholder’s vote, consent or other approval (including by written consent) is sought, each Stockholder shall vote (or cause to be voted) all Seahawk Company Securities (to the extent such Seahawk Company Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder against and withhold consent with respect to any merger agreement or merger (other than the Merger Agreement and the MergersMerger), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII Company or any of the Company Subsidiaries. No Stockholder shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Company Stockholder agrees that that, except as otherwise agreed in writing with Parent, promptly following each of GPAC and the Form S-4 Company: (a) within 48 hours after the Registration Statement being declared effective by the SEC and receipt by SEC, each such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially which consent shall approve the Business Combination Agreement and the Transactions, including the Mergers, or (b) in any other circumstances upon which a consent or other approval with respect to the form attached hereto as Exhibit ABusiness Combination Agreement, the Transactions, the Mergers or the other transactions contemplated by the Business Combination Agreement is sought. Following such execution and delivery, each Company Stockholder hereby agrees that it will thereafter not revoke, withdraw or repudiate such written consent. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Company Stockholder Approval. 3.2 Hereafter until the Expiration Time, and subject to Section 2 hereof, no Company Stockholder shall enter into any tendertender or voting agreement, voting or other any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Seahawk Securities Company Common Stock that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities Company Common Stock that would in any way prevent, materially restrict, materially limit or materially interfere with the performance of such Company Stockholder’s obligations hereunder or the consummation of the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is sought, each Stockholder shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor of the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of, or in any action by written consent or vote of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholder’s voteStockholders, consent or other approval (including by written consent) is sought, each Stockholder the Company Stockholders shall vote (or cause to be voted) all Seahawk Securities (to the extent such Seahawk Securities are then entitled to vote thereon)Company Common Stock, currently or hereinafter owned or controlled (including by proxy or otherwise) by such Company Stockholder against against, and withhold consent with respect to to, (i) any merger agreement or merger (other than the Merger Agreement and the Mergers)merger, consolidation, combination, sale of all or substantially all of the substantial assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up ofof or by the Company (other than the Business Combination Agreement, by the Transactions and the other transactions contemplated thereby, including the Mergers), (ii) any proposal in opposition to approval of the Business Combination Agreement or involving in competition with or inconsistent with the CompanyBusiness Combination Agreement (including any Company Acquisition Proposal), SCCII or (iii) any proposal, action or agreement that would (x) impede, frustrate, interfere with, delay, postpone, prevent, nullify, or adversely affect the Transactions or any material provision of this Agreement, the Business Combination Agreement, any other Ancillary Agreements or the transactions contemplated hereby or thereby, (y) result in a breach in any respect of any material covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement or (z) result in any of the Company Subsidiariesconditions set forth in Article 8 of the Business Combination Agreement not being fulfilled. No Company Stockholder shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time. 3.4 Without limiting any other rights or remedies of Acquiror, in the event that any Company Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in this Section 3, such Company Stockholder hereby irrevocably appoints the Company or any individual designated by the Company as such Company Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and re-substitution), for and in the name, place and stead of such Company Stockholder, to attend on behalf of such Company Stockholder any meeting of the Company Stockholders with respect to the matters described in this Section 3, to include the Company Common Stock in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) the subject Company Common Stock or consent (or withhold consent) with respect to any of the matters described herein in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Company Stockholder Approval). The proxy granted in this Section 3.4 shall expire upon the Termination Date. 3.5 The proxy granted by each Company Stockholder pursuant to Section 3.4 is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of Acquiror entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by each Company Stockholder pursuant to Section 3.4 is a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by any such Company Stockholder and shall revoke any and all prior proxies granted by such Company Stockholder with respect to the Company Common Stock. The vote or consent of the proxyholder in accordance with Section 3.4 with respect to its obligations under this Agreement shall control in the event of any conflict between such vote or consent by the proxyholder of the Company Common Stock and a vote or consent by the Company Stockholder of the Company Common Stock (or any other Person with the power to vote or provide consent with respect to the Company Common Stock) with respect to the matters described in this Section 3. The proxyholder may not exercise the proxy granted pursuant to Section 3.4 on any matter except for those matters set forth in Section 3.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Key Stockholder agrees that that, except as otherwise agreed in writing with Parent, promptly following each of SPAC and the Form S-4 being declared effective by Company: (a) at the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document Closing of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”)Exchange, such each Key Stockholder shall execute and deliver a written consent adopting the Merger Agreement Amended and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder ApprovalRestated Registration Rights Agreement, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate such written consent. Such written consent shall be coupled with an interest and, prior B to the Expiration Time, shall be irrevocable. Hereafter until the Expiration TimeBusiness Combination Agreement. (b) subject to Section 2 hereof, no Key Stockholder shall enter into any tendertender or voting agreement, voting or other any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Seahawk Company Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Company Securities that would in any way prevent, materially restrict, materially limit or materially interfere with the performance of such Key Stockholder’s obligations hereunder or the consummation of the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Capital Stock to adopt the Merger Agreement Business Combination Agreement, or approve the Company Exchange and the other Transactions, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Business Combination Agreement, the Mergers Company Exchange or the other transactions contemplated by the Merger Agreement Transactions is sought or as upon which a consent or other approval is required under the Company Principal Investor Agreement is soughtCompany’s Articles of Association, each Key Stockholder shall (a) when such meeting is held, appear at such meeting or otherwise cause such Key Stockholder’s shares of Company Capital Stock entitled to vote or consent on matters put to a vote or consent as applicable, of the stockholders of the Company (such shares of Capital Stock, each Key Stockholder’s “Voting Covered Shares”) to be counted as present thereat for the purpose of establishing a quorum and (b) vote (or cause to be voted) all such Key Stockholder’s Voting Covered Shares currently or hereinafter owned by such Key Stockholder in favor of the foregoing. Additionally, hereafter until the Company Exchange Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, each Key Stockholder shall vote (or cause to be voted) all shares of Company Common Stock currently such Key Stockholder’s Voting Covered Shares against any action, agreement or hereinafter owned by such Stockholder transaction (other than the BCA or the Transactions) or proposal that would result in favor a breach of any covenant, representation or warranty or any other obligation or agreement of the foregoingCompany under the BCA or that would reasonably be expected to result in the failure of the Transactions from being consummated. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any a Key Stockholder’s vote, consent or other approval (including by written consent) is sought, each such Key Stockholder shall vote (or cause to be voted) all Seahawk Securities (to the extent such Seahawk Securities are then entitled to vote thereon)Key Stockholder’s Voting Covered Shares, currently or hereinafter owned by such Key Stockholder against and withhold consent with respect to any merger agreement or merger Acquisition Proposal (other than as defined in the Merger Agreement and the MergersBCA), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Key Stockholder shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder Written Consent Party agrees that that, except as otherwise agreed in writing with Parent, promptly following each of SPAC and the Form S-4 being Company: (a) as soon as reasonably practicable after the Registration Statement is declared effective by under the SEC Securities Act and receipt by such Stockholder of delivered or otherwise made available to stockholders, and in any event within forty-eight (48) hours after the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”)Registration Statement is declared effective, such Stockholder Written Consent Party shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approvalconsent, substantially in the form attached hereto as Exhibit AD to the Business Combination Agreement (the “Stockholder Written Consent”), which consent shall approve the Business Combination Agreement, the Mergers and the other Transactions. Following such execution and delivery, each Written Consent Party hereby agrees that it will thereafter not revoke, withdraw or repudiate such written consentthe Stockholder Written Consent. Such written consent The Stockholder Written Consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable; (b) to exercise the drag-along rights set forth in Section 4.2 of the Company Voting Agreement; and (c) at the Acquisition Closing of the Business Combination Agreement, certain of such Written Consent Parties shall execute and deliver the Registration Rights Agreement, substantially in the form attached as Exhibit C to the Business Combination Agreement. Hereafter until the Expiration Time, and subject to Section 2 hereof, no Stockholder Written Consent Party shall enter into any tendertender or voting agreement, voting or other any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Seahawk Company Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Company Securities that would in any way prevent, materially restrict, materially limit or materially interfere with the performance of such StockholderWritten Consent Party’s obligations hereunder or the consummation of the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement Business Combination Agreement, or approve the Mergers and the other Transactions, in any action by written consent or in any other circumstances upon which a vote, consent or other approval (including the Stockholder Written Consent) with respect to the Merger Business Combination Agreement, the Mergers or the other transactions contemplated by the Merger Agreement Transactions is sought or as upon which a consent or other approval is required under the Company Principal Investor Agreement is soughtCompany’s Certificate of Incorporation or the Financing Agreements, each Stockholder Written Consent Party shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder Written Consent Party in favor of the foregoing. Additionally, hereafter until the Acquisition Merger Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, each Written Consent Party shall vote (or cause to be voted) all shares of Company Stock currently or hereinafter owned by such Written Consent Party against any action, agreement or transaction (other than the Business Combination Agreement or the Transactions) or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholdera Written Consent Party’s vote, consent or other approval (including by written consent) is sought, each Stockholder such Written Consent Party shall vote (or cause to be voted) all Seahawk Company Securities (to the extent such Seahawk Company Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder Written Consent Party against and withhold consent with respect to any merger agreement or merger Alternative Transaction (other than the Merger Agreement and the Mergersas defined below), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder Written Consent Party shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time.

Agreement to Consent and Approve. Section 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each the Key Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate such written consent. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder shall enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Seahawk Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any every meeting of the stockholders of the CompanyCompany called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval of Company stockholders by written consent with respect to any of the following matters, the Key Stockholder shall, or at any postponement or adjournment thereof, called shall cause the applicable Covered Entity to seek (including by delivering to the affirmative vote Secretary of the holders Company a duly executed proxy card), vote the Covered Shares owned (beneficially or of record) by the Key Stockholder or such Covered Entity (a) in favor of the outstanding shares adoption of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other and the approval with respect to of the Merger Agreement, the Mergers or and the other transactions contemplated by the Merger Agreement and (b) against (i) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger not being satisfied, (ii) any Acquisition Proposal or any related proposal in furtherance thereof, and (iii) any proposal or action that would reasonably be expected to materially delay, materially postpone or materially adversely affect consummation of the Merger and the other transactions contemplated by the Merger Agreement. Any written consent shall be given in accordance with such procedures relating thereto so as required under to ensure that it is duly counted for purposes of recording the Company Principal Investor Agreement is sought, each results of such consent. The Key Stockholder shall vote agrees not to exercise or perfect (or cause to be voted) all shares of Company Common Stock currently exercised or hereinafter owned by such Stockholder in favor perfected), and hereby irrevocably and unconditionally waives, on his behalf and on behalf of the foregoingCovered Entities, any statutory rights to demand appraisal of any Covered Shares owned (beneficially or of record) by the Key Stockholder or the Covered Entities that may arise in connection with the Merger or the Merger Agreement and the other transactions contemplated by the Merger Agreement. The Key Stockholder agrees, on his behalf and on behalf of the Covered Entities, that neither the Key Stockholder nor any Covered Entity shall commence or join in, or knowingly facilitate, assist or encourage, and the Key Stockholder agrees to take and cause each Covered Entity to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company, or any of their respective Affiliates, successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement, including any claim (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (y) alleging any breach of any fiduciary duty of the Company’s board of directors in connection with the negotiation, execution and delivery of the Merger Agreement or the consummation of the transactions contemplated thereby, including the Merger. 3.3 Hereafter until the Expiration Time, at Section 3.2 At any meeting of the stockholders of the Company held prior to the Expiration Time, the Key Stockholder shall, or shall cause the applicable Covered Entity to, appear at any postponement such meeting or adjournment thereof otherwise cause the Covered Shares owned (beneficially or in any other circumstances upon which any Stockholder’s vote, consent of record) by the Key Stockholder or other approval the Covered Entities to be counted as present thereat for the purposes of establishing a quorum (including by delivering to the Secretary of the Company a duly executed proxy card). (a) In the event of the death or incapacity of the Key Stockholder, the Key Stockholder hereby irrevocably (until the Expiration Time) grants to, and appoints, Xxxxxx X. Xxxxx as the Key Stockholder’s proxy and attorney-in-fact, for and in the name, place and stead of the Key Stockholder, to vote, or cause to be voted by the Covered Entities, the Covered Shares, or grant a written consentconsent or approval in respect of the Covered Shares owned (beneficially or of record) by the Key Stockholder or the Covered Entities in a manner consistent with Section 3.1 and Section 3.2. The Key Stockholder hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 3.3 is soughtgiven in connection with the execution of the Merger Agreement and that such irrevocable proxy and power of attorney is given to secure the performance of the duties of the Key Stockholder under this Agreement. The Key Stockholder hereby further affirms that the irrevocable proxy and power of attorney is coupled with an interest and may under no circumstances be revoked. The Key Stockholder hereby ratifies and confirms all that such irrevocable proxy and attorney may lawfully do or cause to be done by virtue hereof. The irrevocable proxy and power of attorney granted hereunder shall automatically terminate upon the termination of this Agreement. (b) By consenting to this Agreement on the signature page hereto, each Stockholder shall vote (Xxxxxx X. Xxxxx hereby agrees that, in the event of the death or incapacity of the Key Stockholder, Xxxxxx X. Xxxxx shall, as the Key Stockholder’s proxy and attorney-in-fact, for and in the name, place and stead of the Key Stockholder, vote, or cause to be voted) all Seahawk Securities (to , the extent such Seahawk Securities are then entitled to vote thereon)Covered Shares, currently or hereinafter owned by such Stockholder against and withhold grant a written consent with or approval in respect to any merger agreement or merger (other than the Merger Agreement and the Mergers), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation Covered Shares owned (beneficially or winding up of, of record) by the Key Stockholder or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder shall commit or agree to take any action inconsistent Covered Entities in a manner consistent with the foregoing that would be effective prior to the Expiration TimeSection 3.1 and Section 3.2.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”)Section 3.1. Hereafter until the Expiration Time, each Stockholder Shareholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate such written consent. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder shall enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Seahawk Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any every meeting of the stockholders of the CompanyCompany called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval of Company stockholders by written consent with respect to any of the following matters, such Shareholder shall, or at any postponement or adjournment thereof, called to seek the affirmative vote of shall cause the holders of record on any applicable record date to (including by delivering to the outstanding shares Secretary of the Company Common Stock to adopt a duly executed proxy card), vote the Covered Shares owned (beneficially or of record) by such Shareholder (a) in favor of the adoption of the Merger Agreement or in any other circumstances upon which a vote, consent or other and the approval with respect to of the Merger Agreement, the Mergers or and the other transactions contemplated by the Merger Agreement and (b) against (i) any action or as required under agreement that would reasonably be expected to result in any condition to the consummation of the Merger not being satisfied, (ii) any Acquisition Proposal or any action with the intention to further any Acquisition Proposal, (iii) any stock purchase agreement, any merger, consolidation, business combination, tender offer, exchange, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company Principal Investor Agreement (other than the Merger Agreement), and (iv) any proposal or action that would reasonably be expected to materially delay, materially postpone or materially adversely affect consummation of the Merger and the other transactions contemplated by the Merger Agreement. Any written consent shall be given in accordance with such procedures relating thereto so as to ensure that it is soughtduly counted for purposes of recording the results of such consent. Each Shareholder agrees not to exercise or perfect, each Stockholder shall vote and hereby irrevocably and unconditionally waives, any statutory rights (including under Section 262 of the DGCL) to demand appraisal of any Covered Shares owned (beneficially or cause to be votedof record) all shares of Company Common Stock currently or hereinafter owned by such Stockholder Shareholder that may arise in favor connection with the Merger or the Merger Agreement and the other transactions contemplated by the Merger Agreement. Each Shareholder agrees not to commence or join in, or knowingly facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company, or any of their respective Affiliates, successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement, including any claim (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (y) alleging any breach of any fiduciary duty of the foregoingCompany’s board of directors in connection with the negotiation, execution and delivery of the Merger Agreement or the consummation of the transactions contemplated thereby, including the Merger. 3.3 Hereafter until the Expiration Time, at Section 3.2. At any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholder’s vote, consent or other approval (including by written consent) is sought, each Stockholder shall vote (or cause to be voted) all Seahawk Securities (to the extent such Seahawk Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder against and withhold consent with respect to any merger agreement or merger (other than the Merger Agreement and the Mergers), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder shall commit or agree to take any action inconsistent with the foregoing that would be effective held prior to the Expiration Time, each Shareholder shall, or shall cause the holders of record on any applicable record date to, appear at such meeting or otherwise cause the Covered Shares owned (beneficially or of record) by such Shareholder to be counted as present thereat for the purposes of establishing a quorum (including by delivering to the Secretary of the Company a duly executed proxy card). Section 3.3. Solely in the event of a failure by a Shareholder to act in accordance with such Shareholder’s obligations as to voting pursuant to Section 3.1 and Section 3.2 prior to the Expiration Time, such Shareholder hereby irrevocably (until the Expiration Time) grants to, and appoints, Parent, and any individual designated in writing by Parent, and each of them individually, as such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote the Covered Shares, or grant a consent or approval in respect of the Covered Shares owned (beneficially or of record) by a Shareholder in a manner consistent with Section 3.1 and Section 3.2. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 3.2 is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes describe in this Agreement. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written request to do so by Parent, each such Shareholder shall as promptly as practicable execute and deliver to Parent a separate written instrument or proxy that embodies the terms of the irrevocable proxy set forth in this Section 3.2.

Agreement to Consent and Approve. Section 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each the Key Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate such written consent. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder shall enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Seahawk Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any every meeting of the stockholders of the CompanyCompany called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval of Company stockholders by written consent with respect to any of the following matters, the Key Stockholder shall, or at any postponement or adjournment thereof, called shall cause the applicable Covered Entity to seek (including by delivering to the affirmative vote Secretary of the holders Company a duly executed proxy card), vote the Covered Shares owned (beneficially or of record) by the Key Stockholder or such Covered Entity (a) in favor of the outstanding shares adoption of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other and the approval with respect to of the Merger Agreement, the Mergers or and the other transactions contemplated by the Merger Agreement and (b) against (i) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger not being satisfied, (ii) any Acquisition Proposal or any related proposal in furtherance thereof, and (iii) any proposal or action that would reasonably be expected to materially delay, materially postpone or materially adversely affect consummation of the Merger and the other transactions contemplated by the Merger Agreement. Any written consent shall be given in accordance with such procedures relating thereto so as required under to ensure that it is duly counted for purposes of recording the Company Principal Investor Agreement is sought, each results of such consent. The Key Stockholder shall vote agrees not to exercise or perfect (or cause to be voted) all shares of Company Common Stock currently exercised or hereinafter owned by such Stockholder in favor perfected), and hereby irrevocably and unconditionally waives, on his behalf and on behalf of the foregoingCovered Entities, any statutory rights to demand appraisal of any Covered Shares owned (beneficially or of record) by the Key Stockholder or the Covered Entities that may arise in connection with the Merger or the Merger Agreement and the other transactions contemplated by the Merger Agreement. The Key Stockholder agrees, on his behalf and on behalf of the Covered Entities, that neither the Key Stockholder nor any Covered Entity shall commence or join in, or knowingly facilitate, assist or encourage, and the Key Stockholder agrees to take and cause each Covered Entity to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company, or any of their respective Affiliates, successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement, including any claim (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (y) alleging any breach of any fiduciary duty of the Company’s board of directors in connection with the negotiation, execution and delivery of the Merger Agreement or the consummation of the transactions contemplated thereby, including the Merger. 3.3 Hereafter until the Expiration Time, at Section 3.2 At any meeting of the stockholders of the Company held prior to the Expiration Time, the Key Stockholder shall, or shall cause the applicable Covered Entity to, appear at any postponement such meeting or adjournment thereof otherwise cause the Covered Shares owned (beneficially or in any other circumstances upon which any Stockholder’s vote, consent of record) by the Key Stockholder or other approval the Covered Entities to be counted as present thereat for the purposes of establishing a quorum (including by delivering to the Secretary of the Company a duly executed proxy card). (a) In the event of the death or incapacity of the Key Stockholder, the Key Stockholder hereby irrevocably (until the Expiration Time) grants to, and appoints, [•] as the Key Stockholder’s proxy and attorney-in-fact, for and in the name, place and stead of the Key Stockholder, to vote, or cause to be voted by the Covered Entities, the Covered Shares, or grant a written consentconsent or approval in respect of the Covered Shares owned (beneficially or of record) by the Key Stockholder or the Covered Entities in a manner consistent with Section 3.1 and Section 3.2. The Key Stockholder hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 3.3 is soughtgiven in connection with the execution of the Merger Agreement and that such irrevocable proxy and power of attorney is given to secure the performance of the duties of the Key Stockholder under this Agreement. The Key Stockholder hereby further affirms that the irrevocable proxy and power of attorney is coupled with an interest and may under no circumstances be revoked. The Key Stockholder hereby ratifies and confirms all that such irrevocable proxy and attorney may lawfully do or cause to be done by virtue hereof. The irrevocable proxy and power of attorney granted hereunder shall automatically terminate upon the termination of this Agreement. (b) By consenting to this Agreement on the signature page hereto, each Stockholder shall vote ([•] xxxxxx agrees that, in the event of the death or incapacity of the Key Stockholder, [•] shall, as the Key Stockholder’s proxy and attorney-in-fact, for and in the name, place and stead of the Key Stockholder, vote, or cause to be voted) all Seahawk Securities (to , the extent such Seahawk Securities are then entitled to vote thereon)Covered Shares, currently or hereinafter owned by such Stockholder against and withhold grant a written consent with or approval in respect to any merger agreement or merger (other than the Merger Agreement and the Mergers), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation Covered Shares owned (beneficially or winding up of, of record) by the Key Stockholder or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder shall commit or agree to take any action inconsistent Covered Entities in a manner consistent with the foregoing that would be effective prior to the Expiration TimeSection 3.1 and Section 3.2.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder Written Consent Party agrees that that, except as otherwise agreed in writing with Parent, promptly following each of SPAC and the Form S-4 being Company: (a) no later than the date which is reasonably practicable after the Registration Statement is declared effective by under the SEC Securities Act and receipt by such Stockholder of delivered or otherwise made available to shareholders, and in any event within forty-eight (48) hours after the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”)Registration Statement is declared effective, such Stockholder Written Consent Party shall execute and deliver a written consent adopting or shareholder resolutions (the Merger Agreement and approving “Shareholder Written Consent”), which shall approve the Business Combination Agreement, the Mergers for purposes of Delaware Lawand the other Transactions. Following such execution and delivery, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit A, and each Written Consent Party hereby agrees that it will thereafter not revoke, withdraw or repudiate such written consentthe Shareholder Written Consent. Such written consent The Shareholder Written Consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable; and (b) if it is a party to the Registration Rights Agreement, substantially in the form attached as Exhibit A to the Business Combination Agreement, at the Acquisition Closing of the Business Combination Agreement, it shall execute and deliver the Registration Rights Agreement. Hereafter until the Expiration Time, and subject to Section 2 hereof, no Stockholder Written Consent Party shall enter into any tendertender or voting agreement, voting or other any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Seahawk Securities Company Equity Interests that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities Company Equity Interests that would in any way prevent, materially restrict, materially limit or materially interfere with the performance of such StockholderWritten Consent Party’s obligations hereunder or the consummation of the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any meeting of the stockholders shareholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock Capital Shares to adopt the Merger Agreement Business Combination Agreement, or approve the Mergers and the other Transactions, in any action by written consent or in any other circumstances upon which a vote, consent or other approval (including the Shareholder Written Consent) with respect to the Merger Business Combination Agreement, the Mergers or the other transactions contemplated by the Merger Agreement Transactions is sought or as upon which a consent or other approval is required under the Company’s Constitutional Documents or the Company Principal Investor Agreement is soughtShareholders Agreement, each Stockholder Written Consent Party shall vote (or cause to be voted) all shares of Company Common Stock Capital Shares currently or hereinafter owned by such Stockholder Written Consent Party in favor of the foregoing. Additionally, hereafter until the Acquisition Merger Expiration Time, at any meeting of the shareholders of the Company, or at any postponement or adjournment thereof, each Written Consent Party shall vote (or cause to be voted) all Company Capital Shares currently or hereinafter owned by such Written Consent Party against any action, agreement or transaction (other than the Business Combination Agreement or the Transactions) or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Transactions from being consummated. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders shareholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholdera Written Consent Party’s vote, consent or other approval (including by written consent) is sought, each Stockholder such Written Consent Party shall vote (or cause to be voted) all Seahawk Securities Company Equity Interests (to the extent such Seahawk Securities Company Equity Interests are then entitled to vote thereon), currently or hereinafter owned by such Stockholder Written Consent Party against and withhold consent with respect to any merger agreement or merger (other than the Merger Agreement and the Mergers), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company SubsidiariesAlternative Transaction. No Stockholder Written Consent Party shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder Written Consent Party agrees that except as otherwise agreed with Parentthat, promptly following within forty-eight (48) hours of the Form S-4 Registration Statement being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company except as otherwise agreed in writing with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”)Acquiror, such Stockholder Written Consent Party shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit AE to the Business Combination Agreement (the “Stockholder Written Consent”), which consent shall approve (i) the Business Combination Agreement, the Mergers and the other Transactions and (ii) the termination of the agreements set forth in Section 7.17 of the Company Disclosure Schedule. Following such execution and delivery, each Written Consent Party hereby agrees that it will thereafter not revoke, withdraw or repudiate such written consentthe Stockholder Written Consent. Such written consent The Stockholder Written Consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, and subject to Section 2 hereof, no Stockholder Written Consent Party shall enter into any tendertender or voting agreement, voting or other any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Seahawk Company Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Company Securities that would in any way prevent, materially restrict, materially limit or materially interfere with the performance of such StockholderWritten Consent Party’s obligations hereunder or the consummation of the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement Business Combination Agreement, or approve the Mergers and the other Transactions, or in any other circumstances upon which a vote, consent or other approval (including the Stockholder Written Consent) with respect to the Merger Business Combination Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement Transactions is sought, each Stockholder Written Consent Party shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder Written Consent Party in favor of the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholdera Written Consent Party’s vote, consent or other approval (including by written consent) is sought, each Stockholder such Written Consent Party shall vote (or cause to be voted) all Seahawk Company Securities (to the extent such Seahawk Company Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder Written Consent Party against and withhold consent with respect to any merger agreement or merger Alternative Transaction (other than the Merger Agreement and the Mergersas defined below), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder Written Consent Party shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time. Hereafter until the Expiration Time, in connection with any document or other instrument pursuant to which each Written Consent Party is asked to approve or consent to the Transactions, each Written Consent Party shall execute such document or other instrument and otherwise take such other steps as are necessary to effect the Transactions.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder agrees that, within forty-eight (48) hours of being notified by the Company that the Registration Statement has been declared effective by the SEC, and except as otherwise agreed in writing with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”)FSI, such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit AH to the Merger Agreement (the “Stockholder Written Consent”), which consent shall adopt and approve the Merger Agreement, the Mergers and the other Contemplated Transactions. Following such execution and delivery, each Stockholder hereby agrees that it will thereafter not revoke, withdraw or repudiate such written consentthe Stockholder Written Consent. Such written consent The Stockholder Written Consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. . 3.2 Hereafter until the Expiration Time, and subject to Section 2 hereof, no Stockholder shall enter into any tendertender or voting agreement, voting or other any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Seahawk Company Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Company Securities that would in any way prevent, materially restrict, materially limit or materially interfere with the performance of such Stockholder’s obligations hereunder or the consummation of the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock Securities to adopt the Merger Agreement Agreement, or approve the Mergers and the other Contemplated Transactions, or in any other circumstances upon which a vote, consent or other approval (including the Stockholder Written Consent) with respect to the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement Contemplated Transactions is sought, each Stockholder shall vote (or cause to be voted) all shares of Company Common Stock Securities currently or hereinafter owned by such Stockholder in favor of the foregoing. 3.3 3.4 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any a Stockholder’s vote, consent or other approval (including by written consent) is sought, each such Stockholder shall vote (or cause to be voted) all Seahawk Company Securities (to the extent such Seahawk Company Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder against and withhold consent with respect to any merger agreement or merger (other than the Merger Agreement and the Mergers), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company SubsidiariesAlternative Transaction. No Stockholder shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time. Hereafter until the Expiration Time, in connection with any document or other instrument pursuant to which each Stockholder is asked to approve or consent to the Contemplated Transactions, each Stockholder shall execute such document or other instrument and otherwise take such other steps as are necessary to effect the Contemplated Transactions.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration TimeTime each Shareholder agrees, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate such written consent. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder shall enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Seahawk Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any every meeting of the stockholders of the CompanyCompany called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval of Company stockholders by written consent with respect to any of the following matters, such Shareholder shall, or at any postponement or adjournment thereof, called to seek the affirmative vote of shall cause the holders of record on any applicable record date to (including by delivering to the outstanding shares Secretary of the Company Common Stock to adopt a duly executed proxy card), vote the Covered Shares (A) in favor of (x) approval of the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers or and the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is soughtAgreement, each Stockholder shall vote and (or cause y) any action that would reasonably be expected to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor furtherance of the foregoing, and (B) against (1) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Section 7.1 or Section 7.2 of the Merger Agreement not being satisfied, (2) any Acquisition Proposal or any action with the intention to further any Acquisition Proposal, (3) any reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement), and (4) any action which would reasonably be expected to delay, postpone or adversely affect consummation of the Merger and the other transactions contemplated by the Merger Agreement. Any written consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of recording the results of such consent. Each Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective Affiliates, successors or directors challenging the validity of, or seeking to enjoin the operation of, any provision of the Merger Agreement or this Agreement or alleging a breach of any duty of the board of directors of the Company in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby. 3.3 Hereafter until 3.2 In the Expiration Time, at any event that a meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholder’s vote, consent or other approval (including by written consent) is sought, each Stockholder shall vote (or cause to be voted) all Seahawk Securities (to the extent such Seahawk Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder against and withhold consent with respect to any merger agreement or merger (other than the Merger Agreement and the Mergers), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder shall commit or agree to take any action inconsistent with the foregoing that would be effective held prior to the Expiration Time, each Shareholder shall, or shall cause the holders of record on any applicable record date to, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purposes of establishing a quorum (including by delivering to the Secretary of the Company a duly executed proxy card).

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder Securityholder agrees that that, except as otherwise agreed in writing with Parent, promptly following each of SPAC and the Form S-4 Company: (a) within forty-eight (48) hours of the Registration Statement being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”)SEC, such Stockholder Securityholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approvalconsent, substantially in the form attached hereto as Exhibit AE to the Business Combination Agreement (the “Stockholder Written Consent”), which consent shall approve the Business Combination Agreement and the Transactions (including the Merger Steps). Following such execution and delivery, each Securityholder hereby agrees that it will thereafter not revoke, withdraw or repudiate such written consentthe Stockholder Written Consent. Such written consent The Stockholder Written Consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. ; (b) to exercise, comply with and fully perform all of its obligations set forth in Section 4 of the Company Voting Agreement related to drag-along rights (it being understood that for the purposes of this Section 3.1(b), the Business Combination shall be deemed to be a “Sale of the Company”); and (c) at the Acquisition Closing, certain of such Securityholders shall execute and deliver an Amended and Restated Registration Rights Agreement, substantially in the form attached as Exhibit D to the Business Combination Agreement; Hereafter until the Expiration Time, and subject to Section 2 hereof, no Stockholder Securityholder shall enter into any tendertender or voting agreement, voting or other any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Seahawk Company Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Company Securities that would in any way prevent, materially restrict, materially limit or materially interfere with the performance of such StockholderSecurityholder’s obligations hereunder or the consummation of the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote vote, consent or approval of the holders of the outstanding shares of Company Common Stock to adopt Stock, and on every action or approval by written consent of the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to stockholders of the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is soughtCompany, each Stockholder Securityholder shall (a) vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder Securityholder (i) in favor of the adoption of the Business Combination Agreement and the approval of the Transactions (including the Merger Steps), (ii) against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Business Combination Agreement and the Transactions (including the Merger Steps)), (iii) against any proposal in opposition to approval of the Business Combination Agreement or in competition with or inconsistent with the Business Combination Agreement or the Transactions (including the Merger Steps), and (iv) against any proposal, action or agreement that is not recommended by the Company Board and that would reasonably be expected to (A) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement, (B) result in, or contribute to, any of the conditions set forth in Article VIII of the Business Combination Agreement not being fulfilled, or (C) impede, frustrate, interfere with, delay, postpone or adversely affect the Transactions (including the Merger Steps), and (b) not commit or agree to take any action inconsistent with the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholdera Securityholder’s vote, consent or other approval (including by written consent) is sought, each Stockholder such Securityholder shall vote (or cause to be voted) all Seahawk Company Securities (to the extent such Seahawk Company Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder Securityholder against and withhold consent with respect to any merger agreement or merger Alternative Transaction (other than the Merger Agreement and the Mergersas defined below), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder Securityholder shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder Securityholder agrees that that, except as otherwise agreed in writing with Parenteach of SPAC and the Company: (a) to exercise, promptly following the Form S-4 being declared effective by the SEC comply with and receipt by such Stockholder fully perform all of its obligations set forth in Section 4 of the proxy statementVoting Agreement related to drag-along rights (it being understood that for the purposes of this Section 3.1(b), information statement, consent solicitation statement or similar document the Merger shall be deemed to be a “Sale of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”); and (b) at the Closing, certain of such Stockholder Securityholders shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate such written consent. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. A&R Registration Rights Agreement; Hereafter until the Expiration Time, and subject to Section 2 hereof, no Stockholder Securityholder shall enter into any tendertender or voting agreement, voting or other any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Seahawk Company Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Company Securities that would in any way prevent, materially restrict, materially limit or materially interfere with the performance of such StockholderSecurityholder’s obligations hereunder or the consummation of the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote vote, consent or approval of the holders of the outstanding shares of Company Common Stock to adopt Stock, and on every action or approval by written consent of the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to stockholders of the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is soughtCompany, each Stockholder Securityholder shall (a) vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder Securityholder (i) in favor of the adoption of the Merger Agreement, any amendments to the Company’s Organizational Documents, approval of the Private Financing, and the approval of the Transactions, (ii) against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement and the Transactions), (iii) against any proposal in opposition to approval of the Merger Agreement or in competition with or inconsistent with the Merger Agreement or the Transactions, and (iv) against any proposal, action or agreement that is not recommended by the Company Board and that would reasonably be expected to (A) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement, (B) result in, or contribute to, any of the conditions set forth in Article VI of the Merger Agreement not being fulfilled, or (C) impede, frustrate, interfere with, delay, postpone or adversely affect the Transactions, and (b) not commit or agree to take any action inconsistent with the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholdera Securityholder’s vote, consent or other approval (including by written consent) is sought, each Stockholder such Securityholder shall vote (or cause to be voted) all Seahawk Company Securities (to the extent such Seahawk Company Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder Securityholder against and withhold consent with respect to any merger agreement or merger Alternative Transaction (other than as defined in the Merger Agreement and the MergersAgreement), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder Securityholder shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time.

Agreement to Consent and Approve. 3.1 Following Each Stockholder irrevocably and unconditionally agrees that, from the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter hereof until the Expiration Time, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document (a) it shall (at any meeting of the Company Stockholders and on every action or approval of Company Stockholders by written consent with respect to any of the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included following matters, as a prospectus/consent solicitation in the Form S-4 applicable) (the “Company Statement”)i) as promptly as practicable, such Stockholder shall execute and deliver (or cause to be executed and delivered) to the Company, with a copy to Parent, a written consent adopting approving the adoption of the Merger Agreement and approving the Mergers for purposes transactions contemplated thereby, including the First Merger (though excluding the 280G vote as further described below) substantially in the form attached hereto as Exhibit A and, if requested by Xxxxxx following receipt of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Xxxxxxxxx Lender Approval, substantially in the form attached hereto as Exhibit AB, with respect to all of its Shares entitled to vote or act by written consent thereto and in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of recording the results of such vote or written consent, (ii) vote or cause to be voted (including by written consent) all of its Shares in favor of the adoption of the Merger Agreement and the approval of the First Merger and the other transactions contemplated by the Merger Agreement, and that it will thereafter not revoke, withdraw (iii) vote or repudiate such cause to be voted (including by written consent. Such written consent shall ) all of its Shares against (x) any Acquisition Proposal or any action with the intention to further any Acquisition Proposal, (y) any other action, agreement or transaction involving the Company that is intended, or would reasonably be coupled with an interest andexpected, prior to result in any condition to the Expiration Timeconsummation of the First Merger not being satisfied or to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the transactions contemplated by the Merger Agreement, including the First Merger, in any material respect, and (z) any stock purchase agreement, merger, consolidation, business combination, tender offer, exchange, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (other than the transactions contemplated by the Merger Agreement or any Ancillary Agreement), and (b) it shall be irrevocable. Hereafter until the Expiration Time, no Stockholder shall not enter into any tender, voting or other agreementagreement or arrangement with any Person, directly or indirectly, to vote, grant a proxy or power of attorneyattorney (any such trust, agreement, arrangement, proxy or power of attorney other than this Agreement, the Stockholders Agreement and the Lender Holders Agreement, a “Voting Arrangement”) or give instructions with respect to the Seahawk Securities voting of the Shares in any manner that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities Shares that would in any way material respect restrict, limit or interfere with the performance by such Stockholder of such Stockholder’s its obligations hereunder or the transactions contemplated hereby, including the receipt approval of the Required Stockholder Approval and the consummation adoption of the Mergers. 3.2 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is sought, each Stockholder shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor of the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholder’s vote, consent or other approval (including by written consent) is sought, each Stockholder shall vote (or cause to be voted) all Seahawk Securities (to the extent such Seahawk Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder against and withhold consent with respect to any merger agreement or merger (other than the Merger Agreement and the Mergerstransactions contemplated thereby, including the First Merger. Any attempt by a Stockholder to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), consolidationits Shares in contravention of this Section 2 shall be null and void ab initio. Each Stockholder agrees not to commence or join in, combinationor knowingly facilitate, sale assist or encourage, and agrees to take all actions necessary to opt out of all any class in any class action with respect to, any claim, derivative or substantially all of the assetsotherwise, tender offeragainst Parent, exchange offerMerger Sub 1, reorganizationMerger Sub 2, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of their respective Affiliates, successors or directors relating to the Company Subsidiaries. No Stockholder shall commit negotiation, execution or agree delivery of this Agreement or the Merger Agreement, including any claim (x) challenging the validity of, or seeking to take enjoin the operation of, any action inconsistent provision of this Agreement or the Merger Agreement or (y) alleging any breach of any fiduciary duty of the Company’s board of directors in connection with the foregoing that would be effective prior to negotiation, execution and delivery of the Expiration TimeMerger Agreement or the consummation of the transactions contemplated thereby, including the First Merger.

Agreement to Consent and Approve. 3.1 Following Hereafter until the date hereofExpiration Time, Parent intends the Stockholder agrees to file with (a) promptly following receipt by the SEC Stockholder of a registration statement on Form S-4 in connection with the issuance of the shares of Parent Holdco Common Stock in the East Merger (and the “Form S-4”). Hereafter until the Expiration TimeEast/Toucan Merger, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, in which a consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Company Stockholder Approval is included as a prospectus/consent solicitation in the Form S-4 prospectus (the “Company StatementForm S-4”), such Stockholder shall which Form S-4 has been declared effective under the Securities Act by the SEC, duly execute and deliver a written consent in accordance with Section 228 of the DGCL adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder ApprovalAgreement, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate such written consent. Such Any such written consent shall be coupled given in accordance with an interest and, prior such procedures relating thereto so as to ensure that it is duly counted for purposes of recording the Expiration Time, shall be irrevocableresults of such consent. Hereafter until the Expiration Time, no The Stockholder shall not enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Seahawk Securities Company Common Stock or New Common Stock that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities Company Common Stock or New Common Stock that would in any way restrict, limit or interfere with the performance of such the Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt approval of the Required Stockholder Approval Mergers and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at At any meeting of the stockholders of the CompanyCompany or of Merger Sub One, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of the Company Common Stock or Merger Sub One Common Stock to adopt the Merger Agreement or approve the Mergers, or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is sought, each the Stockholder shall vote (or cause to be voted) all shares of Company Common Stock or New Common Stock currently or hereinafter owned by such the Stockholder in favor of the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholder’s vote, consent or other approval (including by written consent) is sought, each . The Stockholder shall vote (or cause to be voted) all Seahawk Securities (to the extent such Seahawk Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder against and withhold consent with respect to any merger agreement or merger (other than the Merger Agreement and the Mergers), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder shall not commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Timethis Section 3.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder Company Unitholder agrees that that, except as otherwise agreed in writing with Parent, promptly following each of XXXX and the Form S-4 Company: (a) within forty-eight (48) hours after the Registration Statement being declared effective by the SEC and receipt by SEC, each such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder Unitholder shall execute and deliver a written the Company Written Consent (as defined in the Business Combination Agreement), which consent adopting shall approve the Merger Business Combination Agreement and approving the Mergers for purposes of Delaware LawTransactions, including the Merger. Following such execution and delivery, each Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit A, and Unitholder xxxxxx agrees that it will thereafter not revoke, withdraw or repudiate such written consentthe Company Written Consent. Such written consent The Company Written Consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. . 3.2 Hereafter until the Expiration Time, and subject to Section 2 hereof, no Stockholder Company Unitholder shall enter into any tendertender or voting agreement, voting or other any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Seahawk Securities Company Equity Interests that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities Company Equity Interests that would in any way prevent, materially restrict, materially limit or materially interfere with the performance of such StockholderCompany Unitholder’s obligations hereunder or the consummation of the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is sought, each Stockholder shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor of the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of, or in any action by written consent or vote of, the members of the stockholders of the Company undertaken, or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholder’s thereof, to seek the affirmative vote, consent consent, or other approval (including by written consent) is soughtof the holders of the Company Equity Interests, each Stockholder Company Unitholder shall vote (or cause to be voted) all Seahawk Securities (to the extent such Seahawk Securities are then entitled to vote thereon)Company Equity Interests, currently or hereinafter owned or controlled (including by proxy or otherwise) by such Stockholder against Company Unitholder against, and withhold consent with respect to to, (i) any merger agreement or merger (other than the Merger Agreement and the Mergers)merger, consolidation, combination, sale of all or substantially all of the substantial assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up ofof or by the Company (other than the Business Combination Agreement, by the Transactions and the other transactions contemplated thereby, including the Merger), (ii) any proposal in opposition to approval of the Business Combination Agreement or involving in competition with or inconsistent with the CompanyBusiness Combination Agreement (including any Competing Transaction), SCCII or (iii) any proposal, action or agreement that would (x) impede, frustrate, interfere with, delay, postpone, prevent, nullify, or adversely affect the Transactions or any material provision of this Agreement, the Business Combination Agreement, any other Ancillary Agreements or the transactions contemplated hereby or thereby, (y) result in a breach in any respect of any material covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement, or (z) result in any of the Company Subsidiariesconditions set forth in Article 8 of the Business Combination Agreement not being fulfilled. No Stockholder Company Unitholder shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time.

Agreement to Consent and Approve. Section 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each the Key Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate such written consent. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder shall enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Seahawk Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any every meeting of the stockholders of the CompanyCompany called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval of Company stockholders by written consent with respect to any of the following matters, the Key Stockholder shall, or at any postponement or adjournment thereof, called shall cause the applicable Covered Entity to seek (including by delivering to the affirmative vote Secretary of the holders Company a duly executed proxy card), vote the Covered Shares owned (beneficially or of record) by the Key Stockholder or such Covered Entity (a) in favor of the outstanding shares adoption of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other and the approval with respect to of the Merger Agreement, the Mergers or and the other transactions contemplated by the Merger Agreement and (b) against (i) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger not being satisfied, (ii) any Acquisition Proposal or any related proposal in furtherance thereof, and (iii) any proposal or action that would reasonably be expected to materially delay, materially postpone or materially adversely affect consummation of the Merger and the other transactions contemplated by the Merger Agreement. Any written consent shall be given in accordance with such procedures relating thereto so as required under to ensure that it is duly counted for purposes of recording the Company Principal Investor Agreement is sought, each results of such consent. The Key Stockholder shall vote agrees not to exercise or perfect (or cause to be voted) all shares of Company Common Stock currently exercised or hereinafter owned by such Stockholder in favor perfected), and hereby irrevocably and unconditionally waives, on his behalf and on behalf of the foregoingCovered Entities, any statutory rights to demand appraisal of any Covered Shares owned (beneficially or of record) by the Key Stockholder or the Covered Entities that may arise in connection with the Merger or the Merger Agreement and the other transactions contemplated by the Merger Agreement. The Key Stockholder agrees, on his behalf and on behalf of the Covered Entities, that neither the Key Stockholder nor any Covered Entity shall commence or join in, or knowingly facilitate, assist or encourage, and the Key Stockholder agrees to take and cause each Covered Entity to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company, or any of their respective Affiliates, successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement, including any claim (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (y) alleging any breach of any fiduciary duty of the Company’s board of directors in connection with the negotiation, execution and delivery of the Merger Agreement or the consummation of the transactions contemplated thereby, including the Merger. 3.3 Hereafter until the Expiration Time, at Section 3.2 At any meeting of the stockholders of the Company held prior to the Expiration Time, the Key Stockholder shall, or shall cause the applicable Covered Entity to, appear at any postponement such meeting or adjournment thereof otherwise cause the Covered Shares owned (beneficially or in any other circumstances upon which any Stockholder’s vote, consent of record) by the Key Stockholder or other approval the Covered Entities to be counted as present thereat for the purposes of establishing a quorum (including by delivering to the Secretary of the Company a duly executed proxy card). (a) In the event of the death or incapacity of the Key Stockholder, the Key Stockholder hereby irrevocably (until the Expiration Time) grants to, and appoints, Xxxx X. Xxxxx as the Key Stockholder’s proxy and attorney-in-fact, for and in the name, place and stead of the Key Stockholder, to vote, or cause to be voted by the Covered Entities, the Covered Shares, or grant a written consentconsent or approval in respect of the Covered Shares owned (beneficially or of record) by the Key Stockholder or the Covered Entities in a manner consistent with Section 3.1 and Section 3.2. The Key Stockholder hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 3.3 is soughtgiven in connection with the execution of the Merger Agreement and that such irrevocable proxy and power of attorney is given to secure the performance of the duties of the Key Stockholder under this Agreement. The Key Stockholder hereby further affirms that the irrevocable proxy and power of attorney is coupled with an interest and may under no circumstances be revoked. The Key Stockholder hereby ratifies and confirms all that such irrevocable proxy and attorney may lawfully do or cause to be done by virtue hereof. The irrevocable proxy and power of attorney granted hereunder shall automatically terminate upon the termination of this Agreement. (b) By consenting to this Agreement on the signature page hereto, each Stockholder shall vote (Xxxx X. Xxxxx hereby agrees that, in the event of the death or incapacity of the Key Stockholder, Xxxx X. Xxxxx shall, as the Key Stockholder’s proxy and attorney-in-fact, for and in the name, place and stead of the Key Stockholder, vote, or cause to be voted) all Seahawk Securities (to , the extent such Seahawk Securities are then entitled to vote thereon)Covered Shares, currently or hereinafter owned by such Stockholder against and withhold grant a written consent with or approval in respect to any merger agreement or merger (other than the Merger Agreement and the Mergers), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation Covered Shares owned (beneficially or winding up of, of record) by the Key Stockholder or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder shall commit or agree to take any action inconsistent Covered Entities in a manner consistent with the foregoing that would be effective prior to the Expiration TimeSection 3.1 and Section 3.2.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration TimeTime each Shareholder agrees, each Stockholder agrees that except as otherwise agreed with Parent, promptly following the Form S-4 being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit A, and that it will thereafter not revoke, withdraw or repudiate such written consent. Such written consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder shall enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Seahawk Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Securities that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any every meeting of the stockholders of the CompanyCompany called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval of Company stockholders by written consent with respect to any of the following matters, such Shareholder shall, or at any postponement or adjournment thereof, called to seek the affirmative vote of shall cause the holders of record on any applicable record date to (including by delivering to the outstanding shares Secretary of the Company Common Stock a duly executed proxy card), vote the Covered Shares (A) in favor of (x) the adoption of the Merger Agreement (and any amendment of the Merger Agreement) and the approval of the Merger and the other transactions contemplated by the Merger Agreement and the Spin-Off Transaction Agreements, (y) the approval of the Company Charter Amendment, and (z) any action that would reasonably be expected to adopt be in furtherance of the foregoing, and (B) against (1) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Section 6.1 or Section 6.3 of the Merger Agreement not being satisfied, (2) any Acquisition Proposal or any action with the intention to further any Acquisition Proposal, (3) any reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement or the Spin-Off Transaction Agreements (including the restructuring transactions set forth in the Plan of Reorganization)), and (4) any other circumstances upon action which a votewould reasonably be expected to delay, consent postpone or other approval with respect to adversely affect consummation of the Merger Agreement, the Mergers or and the other transactions contemplated by the Merger Agreement or the Spin-Off Transaction Agreements (including the restructuring transactions set forth in the Plan of Reorganization and the Reverse Stock Split). Any written consent shall be given in accordance with such procedures relating thereto so as required to ensure that it is duly counted for purposes of recording the results of such consent. Each Shareholder agrees not to exercise or perfect, and hereby irrevocably and unconditionally waives, any statutory rights (including under the Company Principal Investor Agreement is sought, each Stockholder shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder in favor Section 262 of the foregoingDGCL) to demand appraisal of any Covered Shares that may arise in connection with the Merger or the Merger Agreement and the other transactions contemplated by the Merger Agreement or the Spin-Off Transaction Agreements. Each Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company, Corepoint Lodging Inc. or any of their respective Affiliates, successors or directors challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement. 3.3 Hereafter until 3.2 In the Expiration Time, at any event that a meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholder’s vote, consent or other approval (including by written consent) is sought, each Stockholder shall vote (or cause to be voted) all Seahawk Securities (to the extent such Seahawk Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder against and withhold consent with respect to any merger agreement or merger (other than the Merger Agreement and the Mergers), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder shall commit or agree to take any action inconsistent with the foregoing that would be effective held prior to the Expiration Time, each Shareholder shall, or shall cause the holders of record on any applicable record date to, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purposes of establishing a quorum (including by delivering to the Secretary of the Company a duly executed proxy card).

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder Written Consent Party agrees that except as otherwise agreed with Parentthat, promptly following within five Business Days of the Form S-4 Registration Statement being declared effective by the SEC (subject to the Registration Statement not being subject to a stop order issued by the SEC or proceeding by the SEC seeking a stop order at any time during such period) and receipt by except as otherwise agreed in writing with DCRC, such Stockholder Written Consent Party, in its, his or her capacity as a stockholder of the proxy statementCompany, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit AF to the Business Combination Agreement, with such modifications as may be agreed by the Company and DCRC that are not materially adverse to such Written Consent Party (the “Stockholder Written Consent”), which consent shall, among other things, approve (i) the Business Combination Agreement, the Merger and the other Transactions and (ii) the termination of certain agreements set forth in a schedule to the Stockholder Written Consent. Following such execution and delivery, each Written Consent Party hereby agrees that it will thereafter not revoke, withdraw or repudiate such written consentthe Stockholder Written Consent. Such written consent The Stockholder Written Consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, and subject to Section 2 hereof, no Stockholder Written Consent Party shall enter into any tendertender or voting agreement, voting or other any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Seahawk Company Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Company Securities that would in any way prevent, materially restrict, materially limit or materially interfere with the performance of such StockholderWritten Consent Party’s obligations hereunder or the consummation of the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Business Combination Agreement, or approve the Merger Agreement and the other Transactions, or in any other circumstances upon which a vote, consent or other approval (including the Stockholder Written Consent) with respect to the Merger Business Combination Agreement, the Mergers Merger or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement Transactions is sought, each Stockholder Written Consent Party shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder Written Consent Party in favor of the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholdera Written Consent Party’s vote, consent or other approval (including by written consent) is sought, each Stockholder such Written Consent Party shall vote (or cause to be voted) all Seahawk Company Securities (to the extent such Seahawk Company Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder Written Consent Party against and withhold consent with respect to any merger agreement or merger Alternative Transaction (other than the Merger Agreement and the Mergersas defined below), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder Written Consent Party shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder Written Consent Party agrees that that, except as otherwise agreed in writing with Parent, promptly following each of SPAC and the Form S-4 Company: (a) within forty-eight (48) hours of the Registration Statement being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”)SEC, such Stockholder Written Consent Party shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approvalconsent, substantially in the form attached hereto as Exhibit AD to the Business Combination Agreement (the “Stockholder Written Consent”), which consent shall approve the Business Combination Agreement, the Mergers and the other Transactions. Following such execution and delivery, each Written Consent Party hereby agrees that it will thereafter not revoke, withdraw or repudiate such written consentthe Stockholder Written Consent. Such written consent The Stockholder Written Consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. ; (b) to exercise, comply with and fully perform all of its obligations set forth in Section 2.11 of the Company Voting Agreement related to drag-along rights; and (c) at the Acquisition Closing, certain of such Written Consent Parties shall execute and deliver the Registration Rights Agreement, substantially in the form attached as Exhibit C to the Business Combination Agreement; Hereafter until the Expiration Time, and subject to Section 2 hereof, no Stockholder Written Consent Party shall enter into any tendertender or voting agreement, voting or other any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Seahawk Company Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Company Securities that would in any way prevent, materially restrict, materially limit or materially interfere with the performance of such StockholderWritten Consent Party’s obligations hereunder or the consummation of the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote vote, consent or approval of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is soughtStock, each Stockholder Written Consent Party shall (a) vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder Written Consent Party (i) in favor of the Mergers and the other Transactions, (ii) against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Business Combination Agreement and the Transactions), (iii) against any proposal in opposition to approval of the Business Combination Agreement or in competition with or inconsistent with the Business Combination Agreement or the Transactions, and (iv) against any proposal, action or agreement that would (A) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement or (B) result in any of the conditions set forth in Article VIII of the Business Combination Agreement not being fulfilled, and (b) not commit or agree to take any action inconsistent with the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholdera Written Consent Party’s vote, consent or other approval (including by written consent) is sought, each Stockholder such Written Consent Party shall vote (or cause to be voted) all Seahawk Company Securities (to the extent such Seahawk Company Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder Written Consent Party against and withhold consent with respect to any merger agreement or merger Alternative Transaction (other than the Merger Agreement and the Mergersas defined below), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder Written Consent Party shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 in connection with the issuance of the shares of Parent Common Stock in the Merger (the “Form S-4”). Hereafter until the Expiration Time, each Stockholder Written Consent Party agrees that that, except as otherwise agreed in writing with Parent, promptly following each of SPAC and the Form S-4 Company: (a) within three (3) business days of the Registration Statement being declared effective by the SEC and receipt by such Stockholder of the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”)SEC, such Stockholder Written Consent Party shall execute and deliver a written consent adopting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approvalconsent, substantially in the form attached hereto as Exhibit AC to the Business Combination Agreement (the “Stockholder Written Consent”), which consent shall approve the Business Combination Agreement, the Merger and the other Transactions. Following such execution and delivery, each Written Consent Party hereby agrees that it will thereafter not revoke, withdraw or repudiate such written consentthe Stockholder Written Consent. Such written consent The Stockholder Written Consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable; (b) to exercise, comply with and fully perform all of its obligations set forth in Section 3 of the Company Voting Agreement related to drag-along rights; (c) at the Closing, certain of such Written Consent Parties shall execute and deliver the Investors’ Rights Agreement, substantially in the form attached as Exhibit A to the Business Combination Agreement; and (d) in the event that a Public Company Event (as defined in the Convertible Note) has not occurred by the one (1) year anniversary of the Issuance Date (as defined in the Convertible Note), the Written Consent Parties shall take all Necessary Action (as defined in the Convertible Note), to nominate and elect one (1) individual designated by the Required Investors (as defined in the Convertible Note) as a Common Director (as defined in the Company Certificate of Incorporation); provided that this subclause (d) shall cease to remain in effect if the Notes (as defined in the Convertible Note) are repaid in full. Hereafter until the Expiration Time, and subject to Section 2 hereof, no Stockholder Written Consent Party shall enter into any tendertender or voting agreement, voting or other any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Seahawk Company Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Company Securities that would in any way prevent, materially restrict, materially limit or materially interfere with the performance of such StockholderWritten Consent Party’s obligations hereunder or the consummation of the transactions contemplated hereby, including the receipt of the Required Stockholder Approval and the consummation of the Mergers. 3.2 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company, or at any postponement or adjournment thereof, called to seek the affirmative vote vote, consent or approval of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is soughtStock, each Stockholder Written Consent Party shall (a) vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder Written Consent Party (i) in favor of the Merger and the other Transactions, (ii) against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Business Combination Agreement and the Transactions), (iii) against any proposal in opposition to approval of the Business Combination Agreement or in competition with or inconsistent with the Business Combination Agreement or the Transactions, and (iv) against any proposal, action or agreement that would (A) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement or (B) result in any of the conditions set forth in Article VIII of the Business Combination Agreement not being fulfilled, and (b) not commit or agree to take any action inconsistent with the foregoing; provided, however, EBRD shall not be required to exercise any voting rights to the extent that any particular decision which is proposed would be, if passed, inconsistent with EBRD’s foundational documents (including but not limited to the Agreement Establishing the European Bank for Reconstruction and Development), its status as an international financial institution, or its internal policies or procedures or guidelines. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholdera Written Consent Party’s vote, consent or other approval (including by written consent) is sought, each Stockholder such Written Consent Party shall vote (or cause to be voted) all Seahawk Company Securities (to the extent such Seahawk Company Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder Written Consent Party against and withhold consent with respect to any merger agreement or merger Alternative Transaction (other than the Merger Agreement and the Mergersas defined below), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder Written Consent Party shall commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time.

Agreement to Consent and Approve. 3.1 Following the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 or other applicable form in connection with the issuance matters set forth in Section 7.3(b) of the shares of Parent Common Stock in the Merger Agreement (the “Form S-4Registration Statement”). Hereafter until the Expiration Time, each Stockholder the Written Consent Party agrees that that, except as otherwise agreed in writing with Parent, promptly following within three (3) Business Days of the Form S-4 Registration Statement being declared effective by the SEC and receipt by such Stockholder of SEC, the proxy statement, information statement, consent solicitation statement or similar document of the Company with respect to the solicitation of consents from the Company’s stockholders with respect to the Required Stockholder Approval included as a prospectus/consent solicitation in the Form S-4 (the “Company Statement”), such Stockholder Written Consent Party shall execute and deliver a written consent adopting constituting the Merger Agreement and approving the Mergers for purposes of Delaware Law, the Requisite Company Charter and as required under the Company Principal Investor Agreement or otherwise to achieve the Required Stockholder Approval, substantially in the form attached hereto as Exhibit AE to the Merger Agreement, approving the Merger Agreement, the First Merger and the other Transactions (the “Stockholder Written Consent”). Following such execution and delivery, the Written Consent Party hereby agrees that it will thereafter not revoke, withdraw or repudiate such written consentthe Stockholder Written Consent. Such written consent The Stockholder Written Consent shall be coupled with an interest and, prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, no Stockholder and subject to Section 2 hereof, the Written Consent Party shall not enter into any tendertender or voting agreement, voting or other any similar agreement, arrangement or understanding, or grant a proxy or power of attorney, with respect to the Seahawk Company Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Seahawk Company Securities that would in any way restrict, limit or interfere with the performance of such Stockholderthe Written Consent Party’s obligations hereunder or the transactions contemplated hereby, including the receipt of Stockholder Written Consent constituting the Required Requisite Company Stockholder Approval and the consummation of the MergersTransactions. 3.2 Hereafter until the Expiration Time, at any meeting of the stockholders of the CompanyCompany (or after the Reorganization, Newco), or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Common Stock to adopt the Merger Agreement Agreement, approve the sale of all or substantially all of the Company’s (or after the Reorganization, Newco’s) assets or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement or as required under the Company Principal Investor Agreement is sought, each Stockholder the Written Consent Party shall vote (or cause to be voted) all shares of Company Common Stock currently or hereinafter owned by such Stockholder the Written Consent Party in favor of the foregoing. 3.3 Hereafter until the Expiration Time, at any meeting of the stockholders of the Company (or after the Reorganization, Newco) or at any postponement or adjournment thereof or in any other circumstances upon which any Stockholderthe Written Consent Party’s vote, consent or other approval (including by written consent) is sought, each Stockholder the Written Consent Party shall vote (or cause to be voted) all Seahawk Company Securities (to the extent such Seahawk Company Securities are then entitled to vote thereon), currently or hereinafter owned by such Stockholder the Written Consent Party against and withhold consent with respect to any merger agreement merger, purchase of all or merger substantially all of the Company’s (or after the Reorganization, Newco’s) assets or other business combination transaction (other than the Merger Agreement and the transactions contemplated thereby, including the Mergers), consolidation, combination, sale of all or substantially all of the assets, tender offer, exchange offer, reorganization, recapitalization, dissolution, liquidation or winding up of, by or involving the Company, SCCII or any of the Company Subsidiaries. No Stockholder The Written Consent Party shall not commit or agree to take any action inconsistent with the foregoing that would be effective prior to the Expiration Time.