Common use of Agreement to Vote and Approve Clause in Contracts

Agreement to Vote and Approve. From and after the date hereof until the Expiration Time, at every meeting of the stockholders of the Company called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following matters, each Company Stockholder shall, and shall cause each holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject Securities: (a) in favor of (i) the approval of the Merger and adoption of the Merger Agreement, and (ii) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement and (b) against (i) any action or agreement that would result in any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled, (ii) any Company Competing Proposal, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representation, warranty, covenant or agreement of the Company in the Merger Agreement; provided, that in the case of each of clause (a) and (b) above, the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3.

Agreement to Vote and Approve. From and after the date hereof until the Expiration Time, at every meeting of the stockholders of the Company called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following matters, each Company Stockholder shall, and shall cause each holder of record of Subject Securities that are Beneficially Owned by Company Stockholder on any applicable record date to (including via proxy), vote the Subject Securities: (a) in favor of (i) the approval of the Merger and adoption of the Merger Agreement, and (ii) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Merger and adopt 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 set forth in Article VII of the Merger Agreement not being fulfilled, (ii) any Company Competing Proposal, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representation, warranty, covenant or agreement of the Company in the Merger Agreement; provided, that . The obligations specified in this Section 3 shall apply whether or not (x) the case board of each of clause (a) and (b) above, the Merger Agreement shall not have been amended or modified without directors the Company Stockholders’ consent (1or any committee thereof) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) makes a Company Change of Recommendation, Recommendation or (y) the Company Stockholders shall be released from their obligations under this Section 3breaches any of its representations, warranties, agreements or covenants set forth in the Merger Agreement.

Agreement to Vote and Approve. From and after the date hereof until the Expiration Time, at every meeting of the stockholders of the Company called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following matters, each the Company Stockholder shall, and shall cause each holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject Securities: (a) in favor of (i) the approval of the Merger and adoption of the Merger AgreementAgreement (unless a Company Change in Recommendation has occurred), and (ii) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement and (b) against (i) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilledfulfilled or (y) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s bylaws or certificate of incorporation), (ii) any Company Competing ProposalAlternative Proposal or any other transaction, (iii) any proposal, agreement or action which would materially delay, materially postpone or materially adversely affect the consummation made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions or matters contemplated by the Merger Agreement, including provided, however, that this clause (ii) shall not apply to any Company Alternative Proposal or any other transaction, proposal or action that is the Mergersubject of a Company Change in Recommendation, (iii) any action, agreement or transaction that is intended, that could reasonably be expected, or dilutethe effect of which could reasonably be expected, in to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any material respect, the benefit of the other transactions contemplated thereby by the Merger Agreement provided, however, that this clause (iii) shall not apply to Parent any action, agreement or to Parent’s stockholders, transaction that is the subject of a Company Change in Recommendation and (iv) any action which would that may reasonably be expected to result in a breach of any representation, warranty, covenant or agreement of the Company Parent in the Merger Agreement; provided, that in the case of each of clause (a) and (b) above, the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement Stockholder in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3Agreement.

Agreement to Vote and Approve. From and after the date hereof of this Agreement until the Expiration Time, at every meeting of the stockholders of the Company called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following matters, each Company Stockholder shall, and shall cause each holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject Securities: (a) in favor of (i) the approval of (A) the Merger Equity Investment and adoption all of the Merger other transactions contemplated by the Investment Agreement, (B) the Fifth A&R Certificate of Incorporation (including the Reverse Split contemplated by the Fifth A&R Certificate of Incorporation) and (C) any equity incentive plan proposed by the Principal Investor pursuant to the Investment Agreement and (ii) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Merger and adopt adoption of the Merger Investment Agreement or to obtain the Stockholder Approvals; and (b) against (i) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Article VII VI of the Merger Investment Agreement not being fulfilled, (ii) any Company Competing Takeover Proposal, Alternative Acquisition Agreement or any of the transactions contemplated thereby, (iii) any action which would materially delayreasonably be expected to prevent, impair, materially postpone delay or materially adversely affect the consummation of the Equity Investment or any of the other transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent or to Parent’s stockholders, Investment Agreement and (iv) any action which would reasonably be expected to result in a material breach of any representation, warranty, covenant or agreement of the Company in the Merger Investment Agreement; provided, that in the case of each of clause (a) and (b) above, the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3.

Agreement to Vote and Approve. From and after the date hereof until Until the Expiration Time, at every meeting of the stockholders of the Company INSW (whether annual or special) called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company INSW with respect to any of the following matters, each Company Stockholder shallSecurityholder shall (and agrees to cause each of its Affiliates to), and or shall cause (and agrees to cause each of its Affiliates to cause) the holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject Securities: Securities owned beneficially or of record by such Securityholder and/or Affiliate (or cause the holder of record on any applicable record date to vote (including via proxy) the Subject Securities owned beneficially or of record by such Securityholder and/or Affiliate): (a) in favor of (i) the approval of the Merger and adoption of the Merger Agreement, Idaho Share Issuance and (ii) any other proposals reasonably requested by INSW in furtherance of the transactions contemplated by the Merger Agreement (including any changes to the governing documents of INSW or as proposed in connection with the Merger and the other transactions contemplated by the Merger Agreement), (b) in favor of any proposal to adjourn or postpone such meeting of the stockholders of the Company INSW to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at such meeting of the stockholders of INSW to constitute a quorum and (bc) against (i) any action merger agreement, merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving INSW, any Subsidiary of INSW, and any other Person or Idaho Superior Proposal (as defined in the Merger Agreement) (other than the Merger Agreement and the Merger), (ii) any action, proposal, transaction or agreement that could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of INSW under the Merger Agreement or of such Securityholder under this Agreement, (iii) any action, proposal, transaction or agreement that could reasonably be expected to hinder, delay, postpone, inhibit, discourage, interfere with or adversely affect the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement, or that would reasonably be expected to result in any condition to the consummation of the Merger as set forth in Article VII of the Merger Agreement not being fulfilled, (ii) any Company Competing Proposal, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Mergersatisfied, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent INSW or to Parent’s stockholdersthe stockholders of INSW, and (iv) any action which would result amendment to INSW’s articles of incorporation or by-laws and (v) any change in a breach of any representation, warranty, covenant or agreement majority of the Company in the Merger Agreement; provided, that in the case board of each directors of clause INSW (clauses (a) and through (b) abovec), the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders “Required Votes”). Any such vote shall be released from their obligations under cast, or consent shall be given, for purposes of this Section 3, in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording in accordance herewith the results of such vote or consent.

Agreement to Vote and Approve. From Stockholder irrevocably and after unconditionally agrees during the date hereof until the Expiration Timeterm of this Agreement, at every any annual or special meeting of the stockholders of the Company called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders or consents of the Company stockholders with respect to any of the following mattersmatters (including, each Company without limitation, the Stockholder shallWritten Consent), and shall to vote or cause each the holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject SecuritiesShares: (ai) in favor of (i1) the approval of Merger Agreement and the Merger and adoption of the other transactions contemplated by the Merger Agreement, and (ii2) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement Merger; and (bii) against (i1) any action Takeover Proposal (including a Superior Proposal), Company Acquisition Agreement, or agreement that would result in any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled, (ii) any Company Competing Proposal, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreementthereby, including the Merger(2) any action, proposal, transaction, or dilute, in any material respect, the benefit of the transactions contemplated thereby agreement which could reasonably be expected to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representationcovenant, representation or warranty, covenant or any other obligation or agreement of the Company in under the Merger Agreement or of Stockholder under this Agreement; provided, and (3) any action, proposal, transaction, or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s, or Merger Sub’s conditions under the Merger Agreement or change in any manner the case voting rights of each any class of clause shares of the Company (a) and including any amendments to the Company Charter Documents). Execution Version (b) aboveIrrevocable Proxy. Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Merger Agreement Expiration Time (at which time this proxy shall not have been amended automatically be revoked), its proxies and attorneys-in-fact, with full power of substitution and re-substitution, to vote or modified without act by written consent during the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date term of this Agreement with respect to the Shares in accordance with Section 2(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or (3) otherwise affecting execute such other instruments as may be necessary to effectuate the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (intent of this proxy. This proxy and not withdrawn) a Company Change power of Recommendation, the Company Stockholders attorney granted by Stockholder shall be released from their obligations under irrevocable during the term of this Section 3Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death, or incapacity of Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Agreement to Vote and Approve. From and after the date hereof until Until the Expiration Time, at every meeting of the stockholders of the Company DSSI (whether annual or special) called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company DSSI with respect to any of the following matters, each Company Stockholder shallSecurityholder shall (and agrees to cause each of its Affiliates to), and or shall cause (and agrees to cause each of its Affiliates to cause) the holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject Securities: Securities owned beneficially or of record by such Securityholder and/or Affiliate (or cause the holder of record on any applicable record date to vote (including via proxy) the Subject Securities owned beneficially or of record by such Securityholder and/or Affiliate): (a) in favor of (i) the approval of the Merger and adoption of the Merger AgreementAgreement and the approval of the transactions contemplated thereby, and including the Merger, (ii) to the extent required by the vote of the stockholders of DSSI, the Terminations and (iii) to the extent required by the vote of the stockholders of DSSI, the Termination Agreements, (b) in favor of any proposal to adjourn or postpone such meeting of the stockholders of the Company DSSI to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement (and to the extent required, the Termination Agreements) and/or if there are not sufficient shares present in person or by proxy at such meeting of the stockholders of DSSI to constitute a quorum and (bc) against (i) any action merger agreement, merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving DSSI, any Subsidiary of DSSI, and any other Person or Delaware Superior Proposal (as defined in the Merger Agreement) (other than the Merger Agreement and the Merger), (ii) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of DSSI under the Merger Agreement or Termination Agreements or of such Securityholder under this Agreement, (iii) any action, proposal, transaction or agreement that would reasonably be expected to hinder, delay, postpone, inhibit, discourage, interfere with or adversely affect the timely consummation of the Merger and/or the Terminations and the other transactions contemplated by the Merger Agreement and/or the Termination Agreements, or that would reasonably be expected to result in any condition to the consummation of the Merger as set forth in Article VII of the Merger Agreement not being fulfilledsatisfied, (ii) any Company Competing Proposal, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result amendment to DSSI’s articles of incorporation or by-laws and (v) any change in a breach of any representation, warranty, covenant or agreement majority of the Company in the Merger Agreement; provided, that in the case board of each directors of clause DSSI (clauses (a) and through (b) abovec), the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders “Required Votes”). Any such vote shall be released from their obligations under cast, or consent shall be given, for purposes of this Section 3, in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording in accordance herewith the results of such vote or consent.

Agreement to Vote and Approve. From and after the date hereof until the Expiration Time, at every meeting of the stockholders of the Company Parent called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company Parent with respect to any of the following matters, each Company Parent Stockholder shall, and shall cause each holder of record of Subject Securities that are Beneficially Owned by Parent Stockholder on any applicable record date to (including via proxy), vote the Subject Securities: (a) in favor of (i) the approval of the Merger New Parent Incentive Plan and adoption of the Merger AgreementParent Stock Issuance Conversion, and (ii) any proposal to adjourn or postpone such meeting of stockholders of the Company Parent to a later date if there are not sufficient votes to approve the Merger New Parent Incentive Plan and adopt the Merger Agreement Parent Stock Issuance Conversion; and (b) against (i) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger set forth in Article VII VIII of the Merger Agreement not being fulfilled, (ii) any Company Competing Acquisition Proposal, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by New Parent Incentive Plan and the Merger Agreement, including the MergerParent Stock Issuance Conversion, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent Company or to ParentCompany’s stockholders, and (iv) any action which would result in a breach of any representation, warranty, covenant or agreement of the Company Parent in the Merger Agreement; provided. The obligations specified in this Section 3 shall apply whether or not (x) the board of directors of the Parent (or any committee thereof) makes a Change of Recommendation or (y) the Parent breaches any of its representations, that warranties, agreements or covenants set forth in the case of each of clause (a) and (b) above, the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3Agreement.

Agreement to Vote and Approve. From and after the date hereof until the Expiration Time, at every meeting of the stockholders of the Company Parent called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company Parent with respect to any of the following matters, each Company Parent Stockholder shall, and shall cause each holder of record of Subject Securities that are Beneficially Owned by Parent Stockholder on any applicable record date to (including via proxy), vote the Subject Securities: (a) in favor of (i) the approval of the Merger and adoption of the Merger Agreement, and (ii) any proposal to adjourn or postpone such meeting of stockholders of the Company Parent to a later date if there are not sufficient votes to approve the Merger and adopt 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 set forth in Article VII VIII of the Merger Agreement not being fulfilled, (ii) any Company Competing Acquisition Proposal, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent Company or to ParentCompany’s stockholders, and (iv) any action which would result in a breach of any representation, warranty, covenant or agreement of the Company Parent in the Merger Agreement; provided. The obligations specified in this Section 3 shall apply whether or not (x) the board of directors the Parent (or any committee thereof) makes a Change of Recommendation or (y) the Parent breaches any of its representations, that warranties, agreements or covenants set forth in the case of each of clause (a) and (b) above, the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3Agreement.

Agreement to Vote and Approve. From Stockholder irrevocably and after unconditionally agrees during the date hereof until the Expiration Timeterm of this Agreement, at every annual or special meeting of the stockholders of the Company Parent called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent or consents of the Parent’s stockholders of the Company (in his, capacity as such) with respect to any of the following matters, each Company Stockholder shall, and shall to vote or cause each the holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject SecuritiesShares : (ai) in favor or approval of (i1) the approval of Parent Stock Issuance in connection with the Merger, the Merger Agreement and the Merger and adoption of the other transactions contemplated by the Merger Agreement, and any other matters necessary or presented or proposed for the consummation of the Merger and the other transactions contemplated by the Merger, (ii2) any proposal to adjourn or postpone such meeting of stockholders of the Company Parent to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement matters set forth in subsection (1) above, and (b3) shall, or shall cause the holder of record on any applicable record date to, appear at any Parent Stockholders Meeting or otherwise cause the Shares to be counted as present threat for purposes of establishing a quorum; and (ii) against (i) any action or agreement that would result in any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled, in; (ii1) any Company Competing ProposalTakeover Proposal , (iii) or any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreementthereby, including the Merger(2) any action, proposal, transaction, or dilute, in any material respect, the benefit of the transactions contemplated thereby agreement which could reasonably be expected to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representationcovenant, representation or warranty, covenant or any other obligation or agreement of Parent under the Company in Merger Agreement or of Stockholder under this Agreement, and (3) any action, proposal, transaction, or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation of the Merger or the fulfillment of Parent’s or Merger Sub’s conditions under the Merger Agreement; provided, that or change in any manner the case voting rights of each any class of clause shares of Parent (aincluding any amendments to Parent’s Charter Documents). The obligations of the Stockholder specified in this Section 1(a) and (b) above, shall apply whether or not the Merger Agreement shall not have been amended or modified without any action described above is recommended by the Company Stockholders’ consent (1) to decrease Parent Board or if the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company Parent Board has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3Parent Adverse Recommendation Change.

Agreement to Vote and Approve. From and after the date hereof Hereafter until the Expiration Time, at every meeting of the stockholders of the Company Parkway called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company Parkway with respect to any of the following matters, each Company Stockholder the Stockholders shall, and or shall cause each the holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject SecuritiesParkway Stock and any New Parkway Stock owned by the Stockholder: (ai) in favor of (i) the Merger and in favor of the adoption and approval of the Merger Agreement and adoption in favor of any other proposals in connection with the transactions contemplated by the Merger Agreement (including, without limitation, the HoustonCo Distribution and any changes to the governing documents of Cousins, Parkway or HoustonCo proposed in connection with the Reorganization, the Merger, the HoustonCo Distribution and the other transactions contemplated by the Merger Agreement), and (ii) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement and (b) against (ia) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger as set forth in Article VII VI of the Merger Agreement not being fulfilled, (iib) any Company Competing Proposalmerger agreement, merger or Acquisition Proposal (iiiother than the Merger Agreement and the Merger) and (c) any action which would could reasonably be expected to materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, Agreement (including the Merger, HoustonCo Distribution) or dilute, dilute in any material respect, respect the benefit of the such transactions contemplated thereby to Parent Cousins or to Parent’s Cousins’ stockholders, and (iv) any action which would result in a breach of any representation, warranty, covenant or agreement of the Company in the Merger Agreement; provided, however, that nothing in the case of each of clause (a) and (b) above, the Merger this Agreement shall not have been amended require any Stockholder to vote or modified without the Company Stockholders’ otherwise consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant any amendment to the Merger Agreement in effect on or the date taking of this Agreement any action that would decrease the Exchange Ratio or (3) otherwise affecting diminish the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change merger consideration payable to holders of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3Parkway Common Stock.

Agreement to Vote and Approve. From and after the date hereof until the Expiration Time, at every meeting of the stockholders of the Company Parent called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company Parent with respect to any of the following matters, each Company the Parent Stockholder shall, and shall cause each holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject Securities: (a) in favor of (i) the approval of the Merger and adoption of the Merger AgreementParent Stock Issuance (unless a Parent Change in Recommendation has occurred), and (ii) any proposal to adjourn or postpone such meeting of stockholders of the Company Parent to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement Parent Stock Issuance and (b) against (i) any action or agreement that would reasonably be expected to result in (x) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilledfulfilled or (y) any change to the voting rights of any class of shares of capital stock of Parent (including any amendments to Parent’s bylaws or certificate of incorporation), (ii) any Company Competing ProposalParent Alternative Proposal or any other transaction, (iii) any proposal, agreement or action which would materially delay, materially postpone or materially adversely affect the consummation made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions or matters contemplated by the Merger Agreement, including provided, however, that this clause (ii) shall not apply to any Parent Alternative Proposal or any other transaction, proposal or action that is the Mergersubject of a Parent Change in Recommendation, (iii) any action, agreement or transaction that is intended, that could reasonably be expected, or dilutethe effect of which could reasonably be expected, in to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any material respect, the benefit of the other transactions contemplated thereby by the Merger Agreement provided, however, that this clause (iii) shall not apply to any action, agreement or transaction that is the subject of a Parent or to Parent’s stockholders, Change in Recommendation and (iv) any action which would that may reasonably be expected to result in a breach of any representation, warranty, covenant or agreement of the Company Parent in the Merger Agreement; provided, that in the case of each of clause (a) and (b) above, the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement Parent Stockholder in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3Agreement.

Agreement to Vote and Approve. From Each Stockholder irrevocably and after the date hereof unconditionally agrees until the Expiration TimeSupport Termination Date, at every any annual and/or special meeting of the stockholders of the Company called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company stockholders with respect to any of the following matters, each Company Stockholder shall, and shall to appear or cause each the holder of record of to appear at the meeting or otherwise cause the Subject Securities on any applicable to be present thereat for purposes of establishing a quorum and vote or cause the holder of record date to (including via proxy), vote the Subject Securities: Securities (ain each case including via proxy or written consent): (i) in favor of (iA) the approval and adoption of the Merger Agreement and adoption of any transactions contemplated by the Merger Agreement, and (iiB) any proposal effected pursuant to the Merger Agreement to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement date; and (bii) against (iA) any action action, proposal, transaction, or agreement that would result in any condition reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the adoption of the Merger Agreement or the timely consummation of the Merger set forth in Article VII or the fulfillment of the Company’s, Parent’s or Merger Sub’s conditions to Closing under the Merger Agreement not being fulfilled, (ii) any Company Competing Proposal, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of a Stockholder contained in this Agreement; provided, that in (B) any Acquisition Proposal or any action with the case of each of clause (a) intention to further any Acquisition Proposal, and (bC) aboveany reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company or OpCo LLC (except as contemplated by the Merger Agreement shall not have been amended or modified without the Company Stockholders’ Agreement). Any written consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3given 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.

Agreement to Vote and Approve. From and after the date hereof Hereafter until the Expiration Time, at every meeting of the stockholders of the Company Parkway called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company Parkway with respect to any of the following matters, each Company Stockholder shall, and or shall cause each the holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject SecuritiesSecurities owned by such Stockholder: (ai) in favor of (i) the Mergers and in favor of the adoption and approval of the Merger Agreement and adoption in favor of any other proposals in connection with the transactions contemplated by the Merger Agreement (including, without limitation, any changes to the governing documents of Operating Partnership, Partnership or Parkway proposed in connection with the Mergers, and the other transactions contemplated by the Merger Agreement), and (ii) in favor of any proposal to adjourn or postpone such meeting of stockholders of the Company Stockholders Meeting to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Stockholders Meeting to constitute a quorum and (biii) against (ia) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Merger Mergers as set forth in Article VII VI of the Merger Agreement not being fulfilled, if requested by Parent in writing at least two (ii2) business days prior to the applicable vote, (b) any Company Competing Proposalmerger agreement, merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Parkway, any of its Subsidiaries, Subsidiary Partnerships and any other Person or Acquisition Proposal (iiiother than the Merger Agreement and the Mergers) and (c) any action which would could reasonably be expected to materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representation, warranty, covenant or agreement of the Company in the Merger Agreement; Agreement; provided, however, that nothing in the case of each of clause (a) and (b) above, this Agreement shall require any Stockholder to vote or otherwise consent to any amendment to the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to taking of any action that would decrease the Per Share Merger Consideration, (2) to Consideration or otherwise diminish or change the form of Merger Consideration, in each case, the merger consideration payable to the stockholders holders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3Common Shares.

Agreement to Vote and Approve. From and after the date hereof until the Expiration Time, at every meeting of the stockholders of the Company called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following matters, each Company Stockholder shall, and shall cause each holder of record of Subject Securities that are Beneficially Owned by Company Stockholder on any applicable record date to (including via proxy), vote the Subject Securities: (a) in favor of (i) the approval of the Merger and adoption of the Merger Agreement, and (ii) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Merger and adopt 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 set forth in Article VII VIII of the Merger Agreement not being fulfilled, (ii) any Company Competing Acquisition Proposal, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representation, warranty, covenant or agreement of the Company in the Merger Agreement; provided, that . The obligations specified in this Section 3 shall apply whether or not (x) the case board of each of clause (a) and (b) above, the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders directors of the Company pursuant to (or any committee thereof) makes a Change of Recommendation or (y) the Company breaches any of its representations, warranties, agreements or covenants set forth in the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3Agreement.

Agreement to Vote and Approve. From and after the date hereof until Until the Expiration Time, at every meeting of the stockholders of the Company DSSI (whether annual or special) called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company DSSI with respect to any of the following matters, each Company Stockholder shallSecurityholder shall (and agrees to cause each of its Affiliates to), and or shall cause (and agrees to cause each of its Affiliates to cause) the holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject Securities: Securities owned beneficially or of record by such Securityholder and/or Affiliate (or cause the holder of record on any applicable record date to vote (including via proxy) the Subject Securities owned beneficially or of record by such Securityholder and/or Affiliate): (a) in favor of (i) the approval of the Merger and adoption of the Merger AgreementAgreement and the approval of the transactions contemplated thereby, and including the Merger, (ii) to the extent required by the vote of the stockholders of DSSI, the Terminations and (iii) to the extent required by the vote of the stockholders of DSSI, the Termination Agreements, (b) in favor of any proposal to adjourn or postpone such meeting of the stockholders of the Company DSSI to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement (and to the extent required, the Termination Agreements) and/or if there are not sufficient shares present in person or by proxy at such meeting of the stockholders of DSSI to constitute a quorum and (bc) against (i) any action merger agreement, merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving DSSI, any Subsidiary of DSSI, and any other Person or Delaware Superior Proposal (as defined in the Merger Agreement) (other than the Merger Agreement and the Merger), (ii) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of DSSI under the Merger Agreement or Termination Agreements or of such Securityholder under this Agreement, (iii) any action, proposal, transaction or agreement that would reasonably be expected to hinder, delay, postpone, inhibit, discourage, interfere with or adversely affect the timely consummation of the Merger and/or the Terminations and the other transactions contemplated by the Merger Agreement and/or the Termination Agreements, or that would reasonably be expected to result in any condition to the consummation of the Merger as set forth in Article VII of the Merger Agreement not being fulfilledsatisfied, (ii) any Company Competing Proposal, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result amendment to DSSI’s articles of incorporation or by-laws and (v) any change in a breach of any representation, warranty, covenant or agreement majority of the Company in the Merger Agreement; provided, that in the case board of each directors of clause DSSI (clauses (a) and through (b) abovec), the Merger Agreement “Required Votes”). Any such vote shall not have been amended be cast, or modified without the Company Stockholders’ consent (1) to decrease the Merger Considerationshall be given, (2) to change the form for purposes of Merger Considerationthis Section ‎3, in each case, payable to accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording in accordance herewith the stockholders results of the Company pursuant to the Merger Agreement in effect on the date of this Agreement such vote or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3consent.

Agreement to Vote and Approve. From and after the date hereof until the Expiration TimeDate, Stockholder irrevocably and unconditionally hereby agrees that at every any meeting (including at each adjourned or postponed meeting) of the stockholders of the Company called Company, however called, or in connection with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders Company’s stockholders, the Stockholder will (i) appear at such meeting or otherwise cause all of its Company Shares and New Company Shares that it owns as of the Company with respect to any of the following matters, each Company Stockholder shall, and shall cause each holder of record of Subject Securities on any applicable record date to be counted as present thereat for purposes of calculating a quorum, (ii) vote or cause to be voted (including via proxy)by proxy or written consent, vote the Subject Securities: if applicable) all such Company Shares and New Company Shares (aA) in favor of (i) the adoption of the Merger Agreement and the approval of the Merger and adoption transactions contemplated thereby, including the REIT Merger, (B) in favor of the Merger Agreement, and (ii) any proposal to adjourn for a quorum or to adjourn or postpone such meeting of the Company’s stockholders of the Company to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement Agreement, (C) against any action or proposal in favor of a Company Acquisition Proposal, without regard to the terms of such Company Acquisition Proposal, and (bD) against (i) any action action, proposal, transaction or agreement that would reasonably be likely to (1) result in a material breach of any condition to the consummation covenant, representation or warranty or any other obligation or agreement of the Merger set forth Company contained in Article VII of the Merger Agreement, or of a Stockholder contained in this Agreement not being fulfilled, or (ii2) any Company Competing Proposal, (iii) any action which would materially delayprevent, materially postpone impede or materially adversely affect delay the consummation of Company’s or Parent’s ability to consummate the transactions contemplated by the Merger Agreement, including the REIT Merger. Except as explicitly set forth in this Section 2.2, or dilute, nothing in any material respect, this Agreement shall limit the benefit right of the transactions contemplated thereby Stockholder to Parent vote (including by proxy or written consent, if applicable) in favor of, against or abstain with respect to Parentany matters presented to the Company’s stockholders, and (iv) any action which would result in a breach of any representation, warranty, covenant or agreement of the Company in the Merger Agreement; provided, that in the case of each of clause (a) and (b) above, the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3.

Agreement to Vote and Approve. From The Stockholder irrevocably and after the date hereof until unconditionally agrees, prior to the Expiration Time, at every any annual or special meeting of the stockholders of the Company called with respect to any of the following mattersSDREIT called, and at every adjournment or postponement thereof, and on every action or approval by written consent or consents of the SDREIT stockholders of the Company with respect to any of the following matters, each Company Stockholder shall, and shall to vote or cause each the holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject Securities: Shares in a neutral manner. As used herein, “neutral manner” shall mean in direct proportion to the Stockholder’s Beneficial Ownership of voting securities of SDREIT (aexcluding any and all voting securities Beneficially Owned by Stockholder) in favor that are actually voted on a proposal submitted to SDREIT’s stockholders for approval. By way of (i) example only, if 100,000 voting securities that are not Beneficially Owned by Stockholder are cast with 60,000 of such shares voting FOR a proposal, 30,000 of such shares voting AGAINST a proposal and 10,000 of such shares abstaining, then, with respect to the approval Shares subject to a neutral manner voting requirement, the Stockholder shall vote 60% FOR the proposal, 30% AGAINST the proposal and abstain with respect to 10% of the Merger and adoption of Shares. Notwithstanding the Merger Agreementforegoing, and (ii) any proposal the Stockholder shall not be required to adjourn or postpone such meeting of stockholders of the Company vote in a neutral manner with respect to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement and (b) against (i) any action or agreement that would result in any condition vote on the dissolution of SDREIT pursuant to the consummation Section 11.10 of the Merger set forth in Article VII of the Merger Agreement not being fulfilled, its charter; (ii) any Company Competing Proposala proposed amendment to the SDREIT organizational documents that would adversely alter or impact Stockholder’s economic rights as a holder of shares of Class F common stock (including the amount of performance fees and management fees to be paid by Stockholder), governance rights, information rights, or liquidity rights relative to those of holders of another class of Common Stock; and (iii) any action which would materially delay, materially postpone Shares that represent 9.9% or materially adversely affect the consummation less of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit outstanding voting stock of SDREIT. All of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result Shares that must be voted in a breach of any representation, warranty, covenant or agreement of neutral manner are referred to herein as the Company in the Merger Agreement; provided, that in the case of each of clause (a) and (b) above, the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3“Neutral Shares.”

Agreement to Vote and Approve. From and after the date hereof of this Agreement until the Expiration Time, at every meeting of the stockholders shareholders of the Company called or the limited partners of the Company Operating Partnership, however called, with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders shareholders of the Company or the limited partners of the Company Operating Partnership with respect to any of the following matters, each Company Stockholder the Equityholder shall, and shall cause each holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject Securities: (a) when such meeting is held, appear at such meeting or otherwise cause the Equityholder’s Subject Securities to be counted as present thereat for the purpose of establishing a quorum, and respond to each request by the Company or the Company Operating Partnership for written consent, (b) vote all such Subject Securities (solely in respect of the following matters, and not with respect to any other matters): (i) in favor of (iA) the approval of the Company Merger and adoption the Partnership Merger and any other matters expressly contemplated by the Merger Agreement or necessary or reasonably requested by Parent for the consummation of the Merger Agreement, Mergers and the other Transactions and (iiB) any proposal to adjourn or postpone such meeting of stockholders shareholders of the Company or the limited partners of the Company Operating Partnership to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement Mergers; and (bii) against (i) any action or agreement that would result in any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled, (iiA) any Company Competing Alternative Proposal, Alternative Acquisition Agreement or any of the transactions contemplated thereby and (iiiB) any action which would materially delayreasonably be expected to prevent, materially postpone delay or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or diluteMergers. Notwithstanding anything to the contrary herein, in any material respect, the benefit event that a vote or consent of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representation, warranty, covenant or agreement shareholders of the Company in or the Merger Agreement; provided, that in the case of each of clause (a) and (b) above, the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders partners of the Company pursuant Operating Partnership is required in order to effect an Adverse Amendment, the provisions of this Section 3 shall not apply with respect to the Merger Agreement in effect on the date of this Agreement Equityholder’s vote or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3consent with respect to such Adverse Amendment.

Agreement to Vote and Approve. From Stockholder irrevocably and after unconditionally agrees during the date hereof until the Expiration Timeterm of this Agreement, at every annual or special meeting of the stockholders of the Company Parent called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent or consents of the Parent’s stockholders of the Company (in his, capacity as such) with respect to any of the following matters, each Company Stockholder shall, and shall to vote or cause each the holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject SecuritiesShares and the Voting Agreement Shares: (ai) in favor or approval of (i1) the approval of Parent Stock Issuance in connection with the Merger, the Merger Agreement and the Merger and adoption of the other transactions contemplated by the Merger Agreement, and any other matters necessary or presented or proposed for the consummation of the Merger and the other transactions contemplated by the Merger, (ii2) any proposal to adjourn or postpone such meeting of stockholders of the Company Parent to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement matters set forth in subsection (1) above, and (b3) shall, or shall cause the holder of record on any applicable record date to, appear at any Parent Stockholders Meeting or otherwise cause the Shares and the Voting Agreement Shares to be counted as present threat for purposes of establishing a quorum; and (ii) against (i) any action or agreement that would result in any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled, in; (ii1) any Company Competing ProposalTakeover Proposal , (iii) or any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreementthereby, including the Merger(2) any action, proposal, transaction, or dilute, in any material respect, the benefit of the transactions contemplated thereby agreement which could reasonably be expected to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representationcovenant, representation or warranty, covenant or any other obligation or agreement of Parent under the Company in Merger Agreement or of Stockholder under this Agreement, and (3) any action, proposal, transaction, or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation of the Merger or the fulfillment of Parent’s or Merger Sub’s conditions under the Merger Agreement; provided, that or change in any manner the case voting rights of each any class of clause shares of Parent (aincluding any amendments to Parent’s Charter Documents). The obligations of the Stockholder specified in this Section 1(a) and (b) above, shall apply whether or not the Merger Agreement shall not have been amended or modified without any action described above is recommended by the Company Stockholders’ consent (1) to decrease Parent Board or if the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company Parent Board has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3Parent Adverse Recommendation Change.

Agreement to Vote and Approve. From Stockholder agrees that it shall, and after the date hereof until the Expiration Timeshall cause any other holder of record of any Subject Shares to, at every any meeting of the stockholders of the Company called with respect to (whether annual or special and whether or not an adjourned or postponed meeting) or in any of the following mattersother circumstances upon which a vote, and at every adjournment consent or postponement thereof, and on every action or other approval by written consent of the stockholders of the Company with respect to any of the following mattersis sought (a) when a meeting is held, each Company Stockholder shall, and shall appear at such meeting or otherwise cause each holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject Securities: Shares to be counted as present for the purpose of establishing a quorum; and (ab) vote (or cause to be voted, including by proxy or by delivering a written consent) the Subject Shares (i) in favor of (iA) the approval Transactions including, but not limited to, the issuance of an aggregate 46,541,482 shares of New Arena Common Stock pursuant to the Mergers and Common Stock Financing and certain shares of New Arena Common Stock pursuant to an “equity line of credit” to be provided by Simplify to New Arena (the “Stock Issuance Proposal”) and the resultant change in control of the Merger and adoption of Company (the Merger Agreement“Change in Control Proposal”), and (iiB) any proposal to adjourn or postpone any such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve adopt both the Merger Stock Issuance Proposal and adopt the Merger Agreement Change in Control Proposal; and (bii) against (i) any other proposal, action or agreement that would result in any condition could reasonably be expected to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilledimpede, (ii) any Company Competing Proposalinterfere with, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, Transactions in any material respect. Sxxxxxxxxxx agrees to waive, and to not exercise, any appraisal rights that may be available under Delaware Law with respect to the Transactions. Any attempt by Stockholder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the benefit Subject Shares in contravention of the transactions contemplated thereby to Parent or to Parent’s stockholdersthis Section 1 shall be null and void ab initio. Except as set forth in this Section 1, and (iv) any action which would result in a breach of any representation, warranty, covenant or agreement of the Company in the Merger Agreement; provided, that in the case of each of clause (a) and (b) above, the Merger Agreement Stockholder shall not have been amended be restricted from voting in favor of, against or modified without the Company Stockholders’ consent (1) abstaining with respect to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable any matter presented to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3Company.

Agreement to Vote and Approve. From Stockholder irrevocably and after unconditionally agrees during the date hereof until the Expiration Timeterm of this Agreement, at every any annual or special meeting of the stockholders of the Company called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders or consents of the Company stockholders with respect to any of the following matters, each Company Stockholder shall, and shall to vote or cause each the holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject Securities: Shares (ai) in favor of (i1) the approval of the Merger and adoption of the Merger Agreement, Charter Amendments; and (ii2) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement Charter Amendments; and (bii) against (i1) any action any action, proposal, transaction, or agreement that would result in any condition which could reasonably be expected to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled, (ii) any Company Competing Proposal, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representationcovenant, representation or warranty, covenant or any other obligation or agreement of the Company or Stockholder under the Assignment Agreement, or of Stockholder under this Agreement, and (2) any action, proposal, transaction, or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the timely approval of the Charter Amendments or the holding of the meeting to vote thereon (including any adjournment or postponement thereof) or change in any manner the Merger Agreementvoting rights of any class of shares of the Company (including any amendments to the Company’s organizational documents which are not otherwise consistent with the Charter Amendments); provided, however, that any such Shares of Preferred Stock voted on such proposals shall, automatically and without further action of Stockholder, be voted in the case same proportion as Shares of each Class 2 Common Stock (excluding any Shares of clause (aClass 2 Common Stock that are not voted) that are entitled to vote on such proposals are voted on the Charter Amendments. For the avoidance of doubt, and (b) abovefor illustrative purposes only, the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders if 30% of the Company pursuant to aggregate votes cast by Shares of Class 2 Common Stock in connection with the Merger Agreement Charter Amendments are voted against such proposal, and 70% of the aggregate votes cast by Shares of Class 2 Common Stock, voting in effect on connection with the date Charter Amendments, are voted in favor thereof, then 30% of this Agreement or (3) otherwise affecting the Company Stockholders votes cast by the Shares of Preferred Stock voting in a materially adverse mannerconnection with the Charter Amendments shall vote against the approval of the Charter Amendments, provided further, that in the event the Company has effected (and not withdrawn) a Company Change 70% of Recommendation, the Company Stockholders such votes shall be released from their obligations under this Section 3cast in favor of the Charter Amendments.

Agreement to Vote and Approve. 3.1 From and after the date hereof of this Agreement until the Expiration TimeDate, at every meeting of the stockholders of the Company called with respect to any of the following matters(whether annual or special), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or in any other circumstances where a vote of stockholders of the Company is sought with respect to any of the following matters, each Company the Stockholder shall, and or shall cause each the holder of record of the Subject Securities on any applicable record date to (including via proxy): (a) appear at such meeting or otherwise cause the Subject Securities to be counted as present thereat for the purpose of establishing a quorum; and (b) vote (or execute and return an action by written consent), vote or cause to be voted (or validly execute and return and cause such consent to be granted with respect to), 100% of the Subject Securities: Securities owned as of the record date for such meeting (aor the date that any written consent is executed by the Stockholder) (i) in favor of (i) the approval of the Merger Sale and other transactions contemplated by the Purchase Agreement; (ii) in favor of the approval and adoption of the Merger Purchase Agreement, and ; (iiiii) in favor of any proposal to adjourn or postpone such a meeting of the stockholders of the Company to a later date if there are not sufficient votes to approve solicit additional proxies in favor of the Merger approval of the Sale or the other transactions contemplated by the Purchase Agreement; (iv) in favor of any other matters necessary for consummation of the Sale and adopt the Merger other transactions contemplated by the Purchase Agreement and (bv) against (iA) any Acquisition Proposal or any action which is a component of any Acquisition Proposal and (B) any other action that could reasonably be expected to impede, interfere with, delay, postpone or agreement materially and adversely affect the Sale or the other transactions contemplated by the Purchase Agreement or that would could reasonably be expected to result in any condition to the consummation of the Merger Sale set forth in Article VII VIII of the Merger Purchase Agreement not being fulfilled, (ii) except with respect to any Company Competing Proposalmatters that, if approved by the Company’s stockholders, would result in the occurrence of the “Expiration Date” pursuant to clause (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by definition thereof. [ For the Merger Agreementavoidance of doubt, including the Mergerobligations of the Stockholder hereunder shall include to provide, or dilute, in any material respectcause to be provided, the benefit consent and approval in satisfaction of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representation, warranty, covenant or agreement of the Company in the Merger Agreement; provided, that in the case of each of clause (a) and (b) above, the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3ISRA Approval.]

Agreement to Vote and Approve. From and after the date hereof of this Agreement until the Expiration Time, at every meeting of the stockholders of the Company called Company, however called, with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following matters, each Company Stockholder shall, and shall cause each holder of record of Subject Securities Beneficially Owned by the Stockholder on any applicable record date to (including via proxy), vote the Subject Securities: (a) when such meeting is held, appear at such meeting or otherwise cause such Subject Securities to be counted as present thereat for the purpose of establishing a quorum, and respond to each request by the Company for written consent, (b) vote all such Subject Securities Beneficially Owned by such Stockholder as of the record date of such meeting (solely in respect of the following matters, and not with respect to any other matters): (i) in favor of (iA) the approval of the Merger and adoption any other matters necessary or reasonably requested by Parent for the consummation of the Merger Agreement, and the other transactions contemplated thereby and (iiB) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Merger and adopt adoption of the Merger Agreement Agreement; and (bii) against (iA) any action or agreement that would result in any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled, (ii) any Company Competing Proposal, Alternative Acquisition Agreement or any of the transactions contemplated thereby, and (iiiB) any action which would materially delayreasonably be expected to prevent, materially postpone delay or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger. For the avoidance of doubt, this Section 3 shall not be interpreted to require the Warrant Shares to be voted or diluteto appear or be present at any meeting, in any material respect, except to the benefit extent that such Warrant Shares shall have been issued upon exercise of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representation, warranty, covenant or agreement of the Company in the Merger Agreement; provided, that in the case of each of clause (a) and (b) above, the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable Warrant prior to the stockholders of the Company pursuant to the Merger Agreement in effect on the applicable record date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3therefor.

Agreement to Vote and Approve. From Each Stockholder irrevocably and after unconditionally agrees during the date hereof until term of this Agreement, such Stockholder shall appear at, or otherwise cause such Stockholder’s Shares to be counted as present thereat, for the Expiration Timepurpose of establishing a quorum, at every any meeting of the stockholders of the Company AGM called with respect to any of vote on the following matters, and at every adjournment or postponement thereofthereof (or, and on every if applicable, by any action or approval of stockholders of AGM by written consent in lieu of the stockholders of the Company a meeting with respect to any of the following matters, each Company Stockholder shall, and shall cause each holder of record of Subject Securities on any applicable record date to (including via proxy), to vote (or consent with respect to) or cause to be voted (or a consent to be given with respect to) such Stockholder’s Shares, in each case, that as of the Subject Securities: date of such meeting or consent, are Beneficially Owned by such Stockholder or with respect to which such Stockholder has the power (by agreement, proxy, or otherwise) to cause to be voted or to provide a consent at such meeting (or, if applicable, by such action of stockholders of AGM by consent in lieu of a meeting): (a) in favor of (i) the approval of the Merger and adoption of the Merger Agreement, and (ii) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Merger and adopt adopting the Merger Agreement and the AGM Merger on the terms of the original Merger Agreement as of the date hereof; (b) against (i) in favor of any action proposal recommended by the Board of Directors of AGM as necessary or agreement that would result in any condition advisable to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled, (ii) any Company Competing Proposal, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of effectuate and to consummate the transactions contemplated by the Merger Agreement, including the MergerAGM Merger so long as such matter is consistent with any other rights and agreements such Stockholder has with respect to AGM and its Subsidiaries (the “Principal Stockholder Rights”), and would not reasonably be expected to adversely affect any Principal Stockholder Rights; and (c) against (i) any extraordinary corporate transaction (other than the AGM Merger or any changes to share structure and governance in the manner previously described), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or dilute, in any material respect, the benefit sale or transfer of all or substantially all of the transactions assets or securities of AGM or any of its Subsidiaries, (ii) any amendment of AGM’s certificate of incorporation or by-laws other than as contemplated thereby by the Merger Agreement or any changes to Parent or share structure and governance in the manner previously described by AGM to Parent’s stockholdersthe Company, and (iviii) any other proposal, action or transaction involving AGM or any of its Subsidiaries (other than the AGM Merger or any changes to share structure and governance in the manner previously described), in each case of clause (c), which other amendment, proposal, action or transaction would result in a breach of any representation, warranty, covenant reasonably be expected to materially impede or agreement of prevent or nullify the Company in Merger or the Merger Agreement; provided. For the avoidance of doubt, in respect of the obligations of the Stockholders to take (or refrain from taking) actions described in this Agreement in respect of (i) Shares of AGM Class A Common Stock beneficially held by advisory clients of Tiger Global Management, LLC and/or its related persons’ proprietary accounts (“Tiger”) and subject to that certain Amended and Restated Irrevocable Proxy (the “Tiger Proxy” and such Shares, the “Tiger Shares”), dated as of May 5, 2017, made and granted by Tiger to AGM Management, LLC (“AGMM”) (as amended and restated from time to time), it is understood that the Stockholders collectively shall cause AGMM to take or to cause BRH Holdings GP, Ltd. (“BRH”) to take (or refrain from taking, or to cause BRH to refrain from taking) such actions, in each case, solely to the extent permitted under the Tiger Proxy and (ii) Shares of AGM Class B Common Stock to the extent beneficially owned by such Stockholder, in each case, it is understood that the Stockholders collectively shall each take all actions within such party’s control to cause BRH to take (or refrain from taking) such actions, and in the case of each the foregoing clauses (i) and (ii), the obligations under this Agreement of clause the Stockholders with respect to such Shares shall be deemed fully satisfied upon satisfaction thereof by AGMM (aunless satisfaction thereof is not permitted under the Tiger Proxy, in which case such obligations of the Stockholders with respect to the Tiger Shares shall be deemed null and void) or BRH, as applicable. In the event the AGM Board effects an AGM Adverse Recommendation Change in compliance with the Merger Agreement: (i) the number of Shares that the Stockholder shall be committed to vote (or consent with respect to) in accordance with the preceding provisions of this Section 1.01(a) and (b) aboveshall be modified to be only such number that, when aggregated with the Merger Agreement number of Shares that the other Stockholders are obligated to vote (or consent with respect to), shall not have been amended exceed thirty-five percent (35.00%) of the aggregate voting power of the AGM Shares and the AGM Class B Common Stock, collectively (the “Lock-Up Covered Shares”), such that the Stockholder shall only be obligated to vote (or modified without consent with respect to) its pro rata portion of the Company Stockholders’ consent Lock-Up Covered Shares in the manner set forth in this Section 1.01(a) and (1b) and (ii) the Stockholder shall be entitled (in its sole discretion) to decrease vote any Shares that it is entitled to vote, other than the Merger Consideration, (2) to change the form of Merger ConsiderationLock-Up Covered Shares, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse any manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3.

Agreement to Vote and Approve. From and after the date hereof until the Expiration Time, at every meeting of the stockholders of the Company called with respect to any of the following matters, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following matters, each Company Stockholder shall, and shall cause each holder of record of Subject Securities that are Beneficially Owned by Company Stockholder on any applicable record date to (including via proxy), vote the Subject Securities: (a) in favor of (i) the approval of the Merger and adoption of the Merger Agreement, and (ii) any proposal to adjourn or postpone such meeting of stockholders of the Company to a later date if there are not sufficient votes to approve the Merger and adopt 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 set forth in Article VII VIII of the Merger Agreement not being fulfilled, (ii) any Company Competing Acquisition Proposal, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representation, warranty, covenant or agreement of the Company in the Merger Agreement; provided. The obligations specified in this Section 3 shall apply whether or not (x) the board of directors the Company (or any committee thereof) makes a Change of Recommendation or (y) the Company breaches any of its representations, that warranties, agreements or covenants set forth in the case of each of clause (a) and (b) above, the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3Agreement.

Agreement to Vote and Approve. From and after the date hereof until Until the Expiration Time, at every meeting of the stockholders of the Company Gatos (whether annual or special) called with respect to any of the following matters, and at every adjournment adjournment, postponement or postponement continuation thereof, and on every action or approval by written consent of the stockholders of the Company Gatos with respect to any of the following matters, each Company Stockholder the Securityholder shall, and or shall cause each the holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject Securities: Securities owned beneficially or of record by the Securityholder (or such holder of record on such applicable record date): (a) in favor of (i) the adoption of the Merger Agreement and the approval of the Merger and adoption transactions contemplated thereby, including the Merger, (b) in favor of any other proposal in respect of which the vote or written consent of the Securityholder is requested that could reasonably be expected to facilitate the approval of the transactions contemplated by the Merger AgreementAgreement (including the Merger), and (ii) including any proposal to adjourn or postpone such meeting of the stockholders of the Company Gatos to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at such meeting of the stockholders of Gatos to constitute a quorum and (bc) against (i) any action action, proposal, transaction or agreement that would result in any condition reasonably be expected to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled, (ii) any Company Competing Proposal, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company in Gatos under the Merger Agreement; provided, Agreement or of the Securityholder under this Agreement and (ii) any amendment to Xxxxx’s articles of incorporation or by-laws that would reasonably be expected to prohibit or impede the timely consummation of the Merger and/or the other transactions contemplated by the Merger Agreement and (iii) any change in a majority of the case board of each directors of clause Gatos (clauses (a) and through (b) abovec), the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders “Required Votes”). Any such vote shall be released from their obligations under cast, or consent shall be given, for purposes of this Section 3, in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording in accordance herewith the results of such vote or consent. At any meeting of the Securityholders of Gatos (whether annual or special) to which this Section 3 is applicable, the Securityholder shall, or shall direct the holder(s) of record of all of the Subject Securities of the Securityholder on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Securities of the Securityholder to be counted as present thereat for purposes of establishing a quorum.

Agreement to Vote and Approve. 3.1 From and after the date hereof of this Agreement until the Expiration TimeDate, at every meeting of the stockholders of the Company called with respect to any of the following matters(whether annual or special), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or in any other circumstances where a vote of stockholders of the Company is sought with respect to any of the following matters, each Company Stockholder shall, and or shall cause each the holder of record of the Subject Securities on any applicable record date to (including via proxy): (a) appear at such meeting or otherwise cause the Subject Securities to be counted as present thereat for the purpose of establishing a quorum; and (b) vote (or execute and return an action by written consent), vote or cause to be voted (or validly execute and return and cause such consent to be granted with respect to), 100% of the Subject Securities: Securities owned as of the record date for such meeting (aor the date that any written consent is executed by such Stockholder) (i) in favor of (i) the approval of the Merger Sale and other transactions contemplated by the Purchase Agreement; (ii) in favor of the approval and adoption of the Merger Purchase Agreement, and ; (iiiii) in favor of any proposal to adjourn or postpone such a meeting of the stockholders of the Company to a later date if there are not sufficient votes to approve solicit additional proxies in favor of the Merger approval of the Sale or the other transactions contemplated by the Purchase Agreement; (iv) in favor of any other matters necessary for consummation of the Sale and adopt the Merger other transactions contemplated by the Purchase Agreement and (bv) against (iA) any Acquisition Proposal or any action which is a component of any Acquisition Proposal and (B) any other action that could reasonably be expected to impede, interfere with, delay, postpone or agreement materially and adversely affect the Sale or the other transactions contemplated by the Purchase Agreement or that would could reasonably be expected to result in any condition to the consummation of the Merger Sale set forth in Article VII VIII of the Merger Purchase Agreement not being fulfilled, (ii) except with respect to any Company Competing Proposalmatters that, if approved by the Company’s stockholders, would result in the occurrence of the “Expiration Date” pursuant to clause (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representation, warranty, covenant or agreement of the Company in the Merger Agreement; provided, that in the case of each of clause (a) and (b) above, the Merger Agreement shall not have been amended or modified without the Company Stockholders’ consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration, in each case, payable to the stockholders of the Company pursuant to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3definition thereof.

Agreement to Vote and Approve. From and after the date hereof until Until the Expiration Time, at every meeting of the stockholders of the Company Gatos (whether annual or special) called with respect to any of the following matters, and at every adjournment adjournment, postponement or postponement continuation thereof, and on every action or approval by written consent of the stockholders of the Company Gatos with respect to any of the following matters, each Company Stockholder Securityholder shall, and or shall cause each the holder of record of Subject Securities on any applicable record date to (including via proxy), vote the Subject Securities: Securities owned beneficially or of record by such Securityholder (or such holder of record on such applicable record date): (a) in favor of (i) the adoption of the Merger Agreement and the approval of the Merger and adoption transactions contemplated thereby, including the Merger, (b) in favor of any other proposal in respect of which the vote or written consent of such Securityholders is requested that could reasonably be expected to facilitate the approval of the transactions contemplated by the Merger AgreementAgreement (including the Merger), and (ii) including any proposal to adjourn or postpone such meeting of the stockholders of the Company Gatos to a later date if there are not sufficient votes to approve the Merger and adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at such meeting of the stockholders of Gatos to constitute a quorum and (bc) against (i) any action action, proposal, transaction or agreement that would result in any condition reasonably be expected to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled, (ii) any Company Competing Proposal, (iii) any action which would materially delay, materially postpone or materially adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or dilute, in any material respect, the benefit of the transactions contemplated thereby to Parent or to Parent’s stockholders, and (iv) any action which would result in a breach of any representationcovenant, warranty, covenant representation or warranty or any other obligation or agreement of the Company in Gatos under the Merger Agreement; provided, Agreement or of such Securityholder under this Agreement and (ii) any amendment to Xxxxx’s articles of incorporation or by-laws that would reasonably be expected to prohibit or impede the timely consummation of the Merger and/or the other transactions contemplated by the Merger Agreement and (iii) any change in a majority of the case board of each directors of clause Gatos (clauses (a) through (c), the “Required Votes”). Any such vote shall be cast, or consent shall be given, for purposes of this Section 3, in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording in accordance herewith the results of such vote or consent. At any meeting of the Securityholders of Gatos (bwhether annual or special) aboveto which this Section 3 is applicable, each Securityholder shall, or shall direct the holder(s) of record of all of the Subject Securities of such Securityholder on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Securities of such Securityholder to be counted as present thereat for purposes of establishing a quorum. Notwithstanding the foregoing, if there is any amendment to the Merger Agreement shall not have been amended which (x) reduces the amount of or modified without changes the Company Stockholders’ consent (1) to decrease form of the Merger Consideration, (2y) to change changes the form payment terms of the Merger Consideration, Consideration in each case, payable any respect adverse to the stockholders holders of Gatos Common Stock or (z) imposes any additional conditions or obligations on the payment of the Company pursuant Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, the Securityholder shall have no obligation to vote any of the Subject Securities in accordance with this Section 3 in favor of the Merger or with respect to the Merger Agreement in effect on the date of this Agreement or (3) otherwise affecting the Company Stockholders in a materially adverse manner, provided further, that in the event the Company has effected (and not withdrawn) a Company Change of Recommendation, the Company Stockholders shall be released from their obligations under this Section 3as so amended.