Common use of Agreement to Vote and Support Clause in Contracts

Agreement to Vote and Support. The Shareholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at the Shareholders’ Meeting and at any other meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the shareholders of the Company proposed to be taken, the Shareholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted) solely in the Shareholder’s capacity as a shareholder of the Company, in person or by proxy covering, all of the Covered Shares (A) in favor of the adoption of the Merger Agreement and the other transactions contemplated thereby, including the Merger, and any other action reasonably requested by Parent or the Merger Sub in furtherance thereof; and (B) against any Takeover Proposal and against any other action, agreement or transaction that is intended, or could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by the Shareholder of its obligations under this Agreement, including: (1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (2) a sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries or any reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; or (3) (i) any change in a majority of persons who constitute the Board of Directors of the Company as of the date hereof, except for changes requested or expressly permitted by Parent, (ii) any change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws or (iii) any other material change in the Company’s organizational structure or business; except, in the case of clauses (A) through (C), if expressly permitted by the Merger Agreement or approved by Parent. The obligations of the Shareholder specified in this Section 2.1 shall apply whether or not the Offer or the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof).

Agreement to Vote and Support. The Shareholder 4.1 Brookfield hereby irrevocably and unconditionally covenants and agrees that during from the term date hereof until the termination of this Agreement, at the Shareholders’ Meeting and at any other meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the shareholders of the Company proposed Agreement pursuant to be taken, the Shareholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent theretoArticle 9: (a) appear it shall attend (either in person or by proxy) the Norbord Meeting (including any adjournments and postponements thereof) and, at each such meeting the Norbord Meeting, vote or otherwise cause the Covered Shares to be counted as present thereat voted the Norbord Subject Securities in favour of the Transaction, including, without limitation, by voting in favour of the Arrangement Resolution and any other matter necessary for purposes the completion of calculating a quorum; andthe Transaction (including in favour of all matters recommended by the management of Norbord to the extent not otherwise inconsistent with the terms of this Agreement); (b) it shall vote (or cause to be voted) solely in the Shareholder’s capacity as a shareholder of the Company, voted (either in person or by proxy covering, all proxy) at any meeting of the Covered Shares (A) in favor securityholders of Norbord the adoption of the Merger Agreement and the other transactions contemplated thereby, including the Merger, and any other action reasonably requested by Parent or the Merger Sub in furtherance thereof; and (B) against any Takeover Proposal and against any other action, agreement or transaction that is intendedNorbord Subject Securities against, or could reasonably not tender or cause to be expected to impede, interfere with, delay, postpone, discourage, frustrate tendered the purposes of or adversely affect the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by the Shareholder of its obligations under this Agreement, including: Norbord Subject Securities to, (1i) any extraordinary corporate transaction, such as a merger, consolidation amalgamation, arrangement, rights offering, reorganization, recapitalization, or other business combination liquidation or take-over bid, sale or transfer of a material amount of assets of Norbord or similar transaction involving Norbord or the Company or its Subsidiaries (Norbord Shares other than the Merger); Transaction and any transaction related thereto; (2ii) a salethe issuance of any securities of Norbord other than in connection with the Transaction and any transaction related thereto; (iii) any matter that could reasonably be expected to delay, lease prevent or transfer of all or substantially all frustrate the successful completion of the assets Transaction (including against any Acquisition Proposal in respect of Norbord) at any meeting of the Company securityholders of Norbord, called for the purpose of considering same; or (iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of Norbord in the Arrangement Agreement; (c) if Brookfield Parent or any Brookfield Affiliate is the holder of record of the Norbord Subject Securities, no later than 10 Business Days prior to the date of the Norbord Meeting, it shall deliver or cause to be delivered to Norbord, with a copy to Xxxx Xxxxxx concurrently, a duly executed irrevocable proxy or proxies in respect of the Norbord Subject Securities directing the holder of such proxy or proxies to vote in favour of the Transaction and/or any matter necessary for the completion of the Transaction; (d) if Brookfield Parent or any Brookfield Affiliate is the beneficial owner of the Norbord Subject Securities, no later than 10 Business Days prior to the date of the Norbord Meeting, it shall deliver or cause to be delivered, a duly executed voting instruction form to the intermediary through which it or its affiliates holds its beneficial interest in the Norbord Subject Securities (provided that if it or any of its Subsidiaries or any reorganizationaffiliates is a non-objecting beneficial owner, recapitalization or liquidation such voting instructions shall be delivered directly to Norbord), with a copy to Xxxx Xxxxxx concurrently, instructing that the Norbord Subject Securities be voted at the Norbord Meeting in favour of the Company or Transaction and/or any of its Subsidiaries; or (3) (i) any change in a majority of persons who constitute matter necessary for the Board of Directors completion of the Company Transaction; and (e) such proxy or proxies and voting instruction form or forms delivered pursuant to Section 4.1(c) and Section 4.1(d) shall name those individuals as may be designated by Norbord in the Norbord Circular and shall not be revoked without the written consent of Xxxx Xxxxxx in respect of the date hereofNorbord Subject Securities. 4.2 If, except in lieu of the Transaction, each of Norbord and Xxxx Xxxxxx determines in its good faith judgement that it is necessary or desirable to complete the acquisition of all of the Norbord Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides the same, or better, financial treatment to all affected parties and the financial implications (including tax) are the same or better for changes requested or expressly permitted Brookfield than as contemplated by Parentthe Arrangement Agreement, (iib) is initiated on or prior to the Outside Date and is capable of being completed on or prior to the Outside Date, and (c) is otherwise on terms and conditions no more onerous to Brookfield than the terms of the Transaction, including any change take-over bid (any such transaction, an “Alternative Transaction”), then during the term of this Agreement Brookfield may, on its own accord, and will, upon written request of Norbord and Xxxx Xxxxxx, support the completion of such Alternative Transaction in the present capitalization same manner as the Transaction in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (a) voting or dividend policy causing to be voted all of the Company or any amendment or other change Norbord Subject Securities (to the Company’s articles extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by Xxxx Xxxxxx; and (b) delivering or causing the delivery of incorporation or bylaws or (iii) any other material change in the Company’s organizational structure or business; exceptduly executed items, in the case of clauses (A) through (C)instruments, if expressly permitted by the Merger Agreement or approved by Parent. The obligations of the Shareholder specified in this Section 2.1 shall apply whether or not the Offer or the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof)documents and agreements required as conditions to consummate an Alternative Transaction.

Agreement to Vote and Support. The Shareholder Each Principal Holder hereby irrevocably and unconditionally agrees agrees, severally and not jointly, that during the term of this Agreement, at the Shareholders’ Meeting and at any other meeting of the shareholders stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the shareholders stockholders of the Company proposed to be taken, the Shareholder such Principal Holder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the his Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted) solely in the Shareholdersuch Principal Holder’s capacity as a shareholder stockholder of the Company, in person or by proxy covering, all of the his Covered Shares (A) to the extent not purchased in favor of the adoption of the Merger Agreement and the other transactions contemplated thereby, including the Merger, and any other action reasonably requested by Parent or the Merger Sub in furtherance thereof; and (BOffer) against any Takeover Acquisition Proposal and against any other action, agreement or transaction that is intended, or could would reasonably be expected to impede, interfere with, delay, postpone, discourage, postpone or frustrate the purposes of or adversely affect the Offer, the Merger or the other transactions contemplated by the Merger Agreement Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by the Shareholder such Principal Holder of its his obligations under this Agreement, including: (1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (2) a sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries or any reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; or (3) (i) any change in a majority of persons who constitute the Board of Directors of the Company as of the date hereof, except for changes requested or expressly permitted by Parent, (ii) any change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles certificate of incorporation or bylaws or (iii) any other material change in the Company’s organizational structure or business; except, in the case of clauses (Ai) through (Ciii), if to the extent expressly permitted by the Merger Agreement or approved by Parent. The obligations of the Shareholder specified in this Section 2.1 shall apply whether or not the Offer or the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof).

Agreement to Vote and Support. The Shareholder hereby Beginning on the date hereof until the Termination Date (as defined below), at every meeting of the stockholders of the Company (the “Company Stockholders”), including any postponement or adjournment thereof, or in any other circumstance, however called (including by written consent), each Stockholder agrees to, and if applicable, to cause its controlled Affiliates to, unconditionally and irrevocably affirmatively vote (including via proxy) or execute consents with respect to (or cause to be voted (including via proxy) or consents to be executed with respect to) (and unconditionally agrees that during not to withdraw any such vote or consent with respect to) all of the term Owned Shares and any additional shares of Common Stock or other voting securities of the Company acquired by such Stockholder or its respective controlled Affiliates after the date hereof and prior to the Termination Date (collectively, and together with the Owned Shares, the “Covered Shares”) as follows: (a) in favor of (i) the adoption of the Merger Agreement and the approval of the Merger, (ii) the adoption of any amended and restated Merger Agreement or amendment to the Merger Agreement that, in any such case, does not (A) decrease the Merger Consideration, (B) change the form of the Merger Consideration, or (C) extend the End Date (after giving effect to the extensions thereof contemplated by the Merger Agreement) (clauses (A) – (C) collectively, an “Adverse Amendment”), or otherwise result in the Merger Agreement being less favorable to the Company Stockholders than the Merger Agreement in effect as of the date of this Agreement, at (iii) the Shareholders’ approval of any proposal to adjourn or postpone any Company Stockholder Meeting if the Company or Parent proposes or requests such postponement or adjournment in accordance with Section 4.4(b) of the Merger Agreement, and (iv) the approval of any other proposal considered and voted upon by the Company Stockholders at any Company Stockholder Meeting (or by written consent) necessary or desirable for the consummation of the Merger or the other Transactions, and (b) against (i) any proposal, action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement or that would reasonably be expected to result in any condition set forth in the Merger Agreement not being satisfied or not being fulfilled prior to the Termination Date, (ii) any Acquisition Proposal, or any other proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement, the Merger or the other Transactions, (iii) any reorganization, recapitalization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement) and (iv) any other action, agreement or proposal which would reasonably be expected to prevent or materially impede or materially delay the consummation of the Merger or any of the other Transactions (clauses (a) and (b), collectively, the “Supported Matters”). Each Stockholder agrees to, and agrees to cause its applicable controlled Affiliates to, be present, in person or by proxy, at every meeting of the shareholders of the CompanyCompany Stockholders, including any postponement or adjournment thereof, or in any other circumstance, however called, including any adjournment or postponement thereof, and to vote on the Supported Matters (in connection with any written consent the manner described in this Section 1.1) so that all of the shareholders of the Company proposed to be taken, the Shareholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear will be counted for purposes of determining the presence of a quorum at each such meeting meeting, or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating establishing a quorum; and . For the avoidance of doubt, other than with respect to the Supported Matters, no Stockholder has any obligation to vote the Covered Shares in any particular manner. In the event that the Company and Parent agree to effectuate the Transactions by means of a tender offer, each Stockholder shall tender (b) vote (and shall not withdraw), or cause to be voted) solely in the Shareholder’s capacity as a shareholder of the Company, in person or by proxy coveringtendered (and cause to not withdraw), all of the its Covered Shares (A) pursuant to and in favor accordance with the terms of the adoption of the Merger Agreement and the other transactions contemplated thereby, including the Merger, and any other action reasonably requested by Parent or the Merger Sub in furtherance thereof; and (B) against any Takeover Proposal and against any other action, agreement or transaction that is intended, or could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by the Shareholder of its obligations under this Agreement, including: (1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (2) a sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries or any reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; or (3) (i) any change in a majority of persons who constitute the Board of Directors of the Company as of the date hereof, except for changes requested or expressly permitted by Parent, (ii) any change in the present capitalization or dividend policy of the Company or any amendment or other change tender offer prior to the Company’s articles of incorporation or bylaws or (iii) any other material change time required for such Covered Shares to be validly tendered for acceptance in the Company’s organizational structure or business; except, in the case of clauses (A) through (C), if expressly permitted by the Merger Agreement or approved by Parent. The obligations of the Shareholder specified in this Section 2.1 shall apply whether or not the Offer or the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof)such tender offer.

Agreement to Vote and Support. The Shareholder (a) Each Principal Holder hereby irrevocably and unconditionally agrees agrees, severally and not jointly, that during the term of this Agreement, at the Shareholders’ Meeting and at any other meeting of the shareholders stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the shareholders stockholders of the Company proposed to be takentaken in lieu of a meeting, the Shareholder such Principal Holder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (ai) appear at each such meeting or otherwise cause the its Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (bii) vote (or cause to be voted) solely in the Shareholdersuch Principal Holder’s capacity as a shareholder stockholder of the Company, in person or by proxy covering, all of the its Covered Shares (to the extent not purchased in the Offer) (1) against (A) in favor of the adoption of the Merger Agreement and the other transactions contemplated thereby, including the Merger, and any other action reasonably requested by Parent agreement or the Merger Sub arrangement related to or in furtherance thereof; and of an Acquisition Proposal, (B) against any Takeover Proposal and against any other action, agreement or transaction that is intended, or could would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purposes of prevent or adversely affect materially delay the Offer, the Merger or the other transactions contemplated by the Merger Agreement Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by the Shareholder such Principal Holder of its obligations under this Agreement, including: Agreement and (1C) any extraordinary corporate transactionaction, proposal, transaction or agreement that would reasonably be expected to result in (x) a breach of any covenant, representation or warranty or other obligation or agreement of such Principal Holder under this Agreement or in its capacity as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (2) a sale, lease or transfer of all or substantially all of the assets stockholder of the Company or any of its Subsidiaries or any reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; or (3) (i) any change in a majority of persons who constitute the Board of Directors of the Company as of the date hereof, except for changes requested or expressly permitted by Parent, (ii) any change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws or (iii) any other material change in the Company’s organizational structure or business; except, in the case of clauses (A) through (C), if expressly permitted by under the Merger Agreement or approved by Parent. The obligations (y) the failure of any condition to the Shareholder specified in this Section 2.1 shall apply whether or not consummation of the Offer or the Merger set forth in the Merger Agreement to be satisfied, and (2) in favor of the Merger or any action described above is recommended by other matter to the Board of Directors extent necessary for the consummation of the Company Transactions. (b) Any vote required to be cast or any committee thereof)consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of such vote or consent.

Agreement to Vote and Support. (a) The Shareholder Principal Holder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at the Shareholders’ Meeting and at any other meeting of the shareholders stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the shareholders stockholders of the Company proposed to be takentaken in lieu of a meeting, the Shareholder Principal Holder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (ai) appear at each such meeting or otherwise cause the his, her or its Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (bii) vote (or cause to be voted) solely in the ShareholderPrincipal Holder’s capacity as a shareholder stockholder of the Company, in person or by proxy covering, all of the his, her or its Covered Shares (to the extent not purchased in the Offer) (1) against (A) in favor of the adoption of the Merger Agreement and the other transactions contemplated thereby, including the Merger, and any other action reasonably requested by Parent agreement or the Merger Sub arrangement related to or in furtherance thereof; and of an Acquisition Proposal, (B) against any Takeover Proposal and against any other action, agreement or transaction that is intended, or could would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purposes of prevent or adversely affect materially delay the Offer, the Merger or the other transactions contemplated by the Merger Agreement Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by the Shareholder Principal Holder of his, her or its obligations under this Agreement, including: Agreement and (1C) any extraordinary corporate transactionaction, such proposal, transaction or agreement that would reasonably be expected to result in (x) a breach of any covenant, representation or warranty or other obligation or agreement of the Principal Holder under this Agreement or in his, her or its capacity as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (2) a sale, lease or transfer of all or substantially all of the assets stockholder of the Company or any of its Subsidiaries or any reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; or (3) (i) any change in a majority of persons who constitute the Board of Directors of the Company as of the date hereof, except for changes requested or expressly permitted by Parent, (ii) any change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws or (iii) any other material change in the Company’s organizational structure or business; except, in the case of clauses (A) through (C), if expressly permitted by under the Merger Agreement or approved by Parent. The obligations (y) the failure of any condition to the Shareholder specified in this Section 2.1 shall apply whether or not consummation of the Offer or the Merger set forth in the Merger Agreement to be satisfied, and (2) in favor of the Merger or any action described above is recommended by other matter to the Board of Directors extent necessary for the consummation of the Company Transactions. (b) Any vote required to be cast or any committee thereof)consent required to be executed pursuant to this Section 2.01 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of such vote or consent.

Agreement to Vote and Support. The Shareholder 4.1 Brookfield hereby irrevocably and unconditionally covenants and agrees that during from the term date hereof until the termination of this Agreement, at the Shareholders’ Meeting and at any other meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the shareholders of the Company proposed Agreement pursuant to be taken, the Shareholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent theretoArticle 9: (a) appear it shall attend (either in person or by proxy) the Norbord Meeting (including any adjournments and postponements thereof) and, at each such meeting the Norbord Meeting, vote or otherwise cause the Covered Shares to be counted as present thereat voted the Norbord Subject Securities in favour of the Transaction, including, without limitation, by voting in favour of the Arrangement Resolution and any other matter necessary for purposes the completion of calculating a quorum; andthe Transaction (including in favour of all matters recommended by the management of Norbord to the extent not otherwise inconsistent with the terms of this Agreement); (b) it shall vote (or cause to be voted) solely in the Shareholder’s capacity as a shareholder of the Company, voted (either in person or by proxy covering, all proxy) at any meeting of the Covered Shares (A) in favor securityholders of Norbord the adoption of the Merger Agreement and the other transactions contemplated thereby, including the Merger, and any other action reasonably requested by Parent or the Merger Sub in furtherance thereof; and (B) against any Takeover Proposal and against any other action, agreement or transaction that is intendedNorbord Subject Securities against, or could reasonably not tender or cause to be expected to impede, interfere with, delay, postpone, discourage, frustrate tendered the purposes of or adversely affect the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by the Shareholder of its obligations under this Agreement, including: Norbord Subject Securities to, (1i) any extraordinary corporate transaction, such as a merger, consolidation amalgamation, arrangement, rights offering, reorganization, recapitalization, or other business combination liquidation or take-over bid, sale or transfer of a material amount of assets of Norbord or similar transaction involving Norbord or the Company or its Subsidiaries (Norbord Shares other than the Merger); Transaction and any transaction related thereto; (2ii) a salethe issuance of any securities of Norbord other than in connection with the Transaction and any transaction related thereto; (iii) any matter that could reasonably be expected to delay, lease prevent or transfer of all or substantially all frustrate the successful completion of the assets Transaction (including against any Acquisition Proposal in respect of Norbord) at any meeting of the Company securityholders of Norbord, called for the purpose of considering same; or (iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of Norbord in the Arrangement Agreement; (c) if Brookfield Parent or any Brookfield Affiliate is the holder of record of the Norbord Subject Securities, no later than 10 Business Days prior to the date of the Norbord Meeting, it shall deliver or cause to be delivered to Norbord, with a copy to West Fraser concurrently, a duly executed irrevocable proxy or proxies in respect of the Norbord Subject Securities directing the holder of such proxy or proxies to vote in favour of the Transaction and/or any matter necessary for the completion of the Transaction; (d) if Brookfield Parent or any Brookfield Affiliate is the beneficial owner of the Norbord Subject Securities, no later than 10 Business Days prior to the date of the Norbord Meeting, it shall deliver or cause to be delivered, a duly executed voting instruction form to the intermediary through which it or its affiliates holds its beneficial interest in the Norbord Subject Securities (provided that if it or any of its Subsidiaries or any reorganizationaffiliates is a non-objecting beneficial owner, recapitalization or liquidation such voting instructions shall be delivered directly to Norbord), with a copy to West Fraser concurrently, instructing that the Norbord Subject Securities be voted at the Norbord Meeting in favour of the Company or Transaction and/or any of its Subsidiaries; or (3) (i) any change in a majority of persons who constitute matter necessary for the Board of Directors completion of the Company Transaction; and (e) such proxy or proxies and voting instruction form or forms delivered pursuant to Section 4.1(c) and Section 4.1(d) shall name those individuals as may be designated by Norbord in the Norbord Circular and shall not be revoked without the written consent of West Fraser in respect of the date hereofNorbord Subject Securities. 4.2 If, except in lieu of the Transaction, each of Norbord and West Fraser determines in its good faith judgement that it is necessary or desirable to complete the acquisition of all of the Norbord Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides the same, or better, financial treatment to all affected parties and the financial implications (including tax) are the same or better for changes requested or expressly permitted Brookfield than as contemplated by Parentthe Arrangement Agreement, (iib) is initiated on or prior to the Outside Date and is capable of being completed on or prior to the Outside Date, and (c) is otherwise on terms and conditions no more onerous to Brookfield than the terms of the Transaction, including any change take-over bid (any such transaction, an “Alternative Transaction”), then during the term of this Agreement Brookfield may, on its own accord, and will, upon written request of Norbord and West Fraser, support the completion of such Alternative Transaction in the present capitalization same manner as the Transaction in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (a) voting or dividend policy causing to be voted all of the Company or any amendment or other change Norbord Subject Securities (to the Company’s articles extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by West Fraser; and (b) delivering or causing the delivery of incorporation or bylaws or (iii) any other material change in the Company’s organizational structure or business; exceptduly executed items, in the case of clauses (A) through (C)instruments, if expressly permitted by the Merger Agreement or approved by Parent. The obligations of the Shareholder specified in this Section 2.1 shall apply whether or not the Offer or the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof)documents and agreements required as conditions to consummate an Alternative Transaction.

Agreement to Vote and Support. The Shareholder Subject to terms of this Agreement, the Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at the ShareholdersStockholders’ Meeting and at any other meeting of the shareholders stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the shareholders stockholders of the Company proposed to be takentaken during the term of this Agreement, the Shareholder Stockholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting in person or by proxy or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted) solely in the Shareholder’s capacity as a shareholder of the Company), in person or by proxy proxy, or deliver (or cause to be delivered) a written consent covering, all of the Covered Shares (Ai) in favor of the adoption of the Merger Agreement Stock Purchase Agreement, the Charter Amendment, the other Transaction Documents, the Company Stock Sale and the other transactions contemplated thereby, including by the MergerTransaction Documents, and any other action reasonably requested by Parent or the Merger Sub Purchaser in furtherance thereof; and (Bii) against any Takeover action, proposal, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Stock Purchase Agreement or the other Transaction Documents, or of the Stockholder contained in this Agreement; and (iii) unless expressly permitted by the Stock Purchase Agreement, against any Acquisition Proposal and against any other action, agreement or transaction that is intended, or could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Offer, the Merger Company Stock Sale or the other transactions contemplated by the Merger Agreement Stock Purchase Agreement, the other Transaction Documents, or this Agreement or the performance by the Company of its obligations under the Merger Stock Purchase Agreement or the other Transaction Documents or by the Shareholder Stockholder of its obligations under this Agreement, including: (1A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries Subsidiaries; or (other than the Merger); (2B) a sale, lease or transfer of all or substantially all a material amount of the assets of the Company or any of its Subsidiaries or any reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; or (3) (i) any change in a majority of persons who constitute the Board of Directors of the Company as of the date hereof, except for changes requested or expressly permitted by Parent, (ii) any change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws or (iii) any other material change in the Company’s organizational structure or business; except, in the case of clauses (A) through (C), if expressly permitted by the Merger Agreement or approved by Parent. The obligations of the Shareholder specified in this Section 2.1 shall apply whether or not the Offer or the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof).

Agreement to Vote and Support. The Shareholder 4.1 [Shareholder] hereby irrevocably and unconditionally covenants and agrees that during from the term date hereof until the termination of this Agreement, at the Shareholders’ Meeting and at any other meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the shareholders of the Company proposed Agreement pursuant to be taken, the Shareholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent theretoArticle 9: (a) appear it shall attend (either in person or by proxy) the Xxxx Xxxxxx Meeting (including any adjournments and postponements thereof) and, at each such meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (b) Xxxx Xxxxxx Meeting, vote (or cause to be voted) solely voted the Xxxx Xxxxxx Subject Securities in the Shareholder’s capacity as a shareholder favour of the CompanyTransaction, including, without limitation, by voting in person or by proxy covering, all favour of the Covered Shares (A) in favor of the adoption of the Merger Agreement and the other transactions contemplated thereby, including the Merger, Xxxx Xxxxxx Resolution and any other action reasonably requested by Parent or the Merger Sub in furtherance thereof; and (B) against any Takeover Proposal and against any other action, agreement or transaction matter that is intended, or could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate facilitate the purposes of Transaction; (b) it shall vote or adversely affect the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement cause to be voted (either in person or by proxy) at any meeting of the Shareholder securityholders of its obligations under this AgreementXxxx Xxxxxx the Xxxx Xxxxxx Subject Securities against, including: or not tender or cause to be tendered the Xxxx Xxxxxx Subject Securities to, (1i) any extraordinary corporate transaction, such as a merger, consolidation amalgamation, arrangement, rights offering, reorganization, recapitalization, or other business combination liquidation or take-over bid, sale or transfer of a material amount of assets of Xxxx Xxxxxx or similar transaction involving Xxxx Xxxxxx or the Company or its Subsidiaries (Xxxx Xxxxxx Shares other than the Merger); Transaction and any transaction related thereto; (2ii) a salethe issuance of any securities of Xxxx Xxxxxx other than in connection with the Transaction and any transaction related thereto; (iii) any matter that could reasonably be expected to delay, lease prevent or transfer of all or substantially all frustrate the successful completion of the assets Transaction (including against any Acquisition Proposal in respect of Xxxx Xxxxxx) at any meeting of the Company securityholders of Xxxx Xxxxxx, called for the purpose of considering same; or (iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of Xxxx Xxxxxx in the Arrangement Agreement; (c) if [Shareholder] is the holder of record of the Xxxx Xxxxxx Subject Securities, no later than 10 Business Days prior to the date of the Norbord Meeting, it shall deliver or cause to be delivered to Xxxx Xxxxxx, with a copy to Norbord concurrently, a duly executed irrevocable proxy or proxies in respect of the Xxxx Xxxxxx Subject Securities directing the holder of such proxy or proxies to vote in favour of the Transaction and/or any matter that could reasonably be expected to facilitate the Transaction; (d) if [Shareholder] is the beneficial owner of the Xxxx Xxxxxx Subject Securities, no later than 10 Business Days prior to the date of the Xxxx Xxxxxx Meeting, it shall deliver or cause to be delivered, a duly executed voting instruction form to the intermediary through which it or its affiliates holds its beneficial interest in the Xxxx Xxxxxx Subject Securities (provided that if it or any of its Subsidiaries or any reorganizationaffiliates is a non-objecting beneficial owner, recapitalization or liquidation such voting instructions shall be delivered directly to Xxxx Xxxxxx), with a copy to Norbord concurrently, instructing that the Xxxx Xxxxxx Subject Securities be voted at the Xxxx Xxxxxx Meeting in favour of the Company Transaction and/or any matter that could reasonably be expected to facilitate the Transaction; and (e) such proxy or any proxies and voting instruction form or forms delivered pursuant to Section 4.1(c) and Section 4.1(d) shall name those individuals as may be designated by Xxxx Xxxxxx in the Xxxx Xxxxxx Circular and shall not be revoked without the written consent of its Subsidiaries; or (3) (i) any change Norbord in a majority of persons who constitute the Board of Directors respect of the Company as Xxxx Xxxxxx Subject Securities. 4.2 If, in lieu of the date hereofTransaction, except each of Norbord and Xxxx Xxxxxx determines in its good faith judgement that it is necessary or desirable to complete the acquisition of all of the Norbord Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides the same, or better, financial treatment to all affected parties and the financial implications (including tax) are the same or better for changes requested or expressly permitted [Shareholder] than as contemplated by Parentthe Arrangement Agreement, (iib) is initiated on or prior to the Outside Date and is capable of being completed on or prior to the Outside Date, and (c) is otherwise on terms and conditions no more onerous to [Shareholder] than the terms of the Transaction, including any change take-over bid (any such transaction, an “Alternative Transaction”), then during the term of this Agreement [Shareholder] may, on its own accord, and will, upon written request of Norbord, support the completion of such Alternative Transaction in the present capitalization same manner as the Transaction in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (a) voting or dividend policy causing to be voted all of the Company or any amendment or other change Xxxx Xxxxxx Subject Securities (to the Company’s articles extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by Norbord; and (b) delivering or causing the delivery of incorporation or bylaws or (iii) any other material change in the Company’s organizational structure or business; exceptduly executed items, in the case of clauses (A) through (C)instruments, if expressly permitted by the Merger Agreement or approved by Parent. The obligations of the Shareholder specified in this Section 2.1 shall apply whether or not the Offer or the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof)documents and agreements required as conditions to consummate an Alternative Transaction.

Agreement to Vote and Support. The Shareholder Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at the ShareholdersStockholders’ Meeting and at any other meeting of the shareholders stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the shareholders stockholders of the Company proposed to be takentaken during the term of this Agreement, the Shareholder Stockholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting in person or by proxy or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted) solely in the Shareholder’s capacity as a shareholder of the Company), in person or by proxy proxy, or deliver (or cause to be delivered) a written consent covering, all of the Covered Shares (Ai) in favor of the adoption of the Merger Agreement Stock Purchase Agreement, the Charter Amendment, the other Transaction Documents, the Company Stock Sale and the other transactions contemplated thereby, including by the MergerTransaction Documents, and any other action reasonably requested by Parent or the Merger Sub Purchaser in furtherance thereof; and (Bii) against any Takeover action, proposal, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Stock Purchase Agreement or the other Transaction Documents, or of the Stockholder contained in this Agreement; and (iii) unless expressly permitted by the Stock Purchase Agreement, against any Acquisition Proposal and against any other action, agreement or transaction that is intended, or could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Offer, the Merger Company Stock Sale or the other transactions contemplated by the Merger Agreement Stock Purchase Agreement, the other Transaction Documents, or this Agreement or the performance by the Company of its obligations under the Merger Stock Purchase Agreement or the other Transaction Documents or by the Shareholder Stockholder of its obligations under this Agreement, including: (1A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries Subsidiaries; or (other than the Merger); (2B) a sale, lease or transfer of all or substantially all a material amount of the assets of the Company or any of its Subsidiaries or any reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; or (3) (i) any change in a majority of persons who constitute the Board of Directors of the Company as of the date hereof, except for changes requested or expressly permitted by Parent, (ii) any change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws or (iii) any other material change in the Company’s organizational structure or business; except, in the case of clauses (A) through (C), if expressly permitted by the Merger Agreement or approved by Parent. The obligations of the Shareholder specified in this Section 2.1 shall apply whether or not the Offer or the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof).

Agreement to Vote and Support. The Shareholder Each Principal Holder hereby irrevocably and unconditionally agrees agrees, severally and not jointly, that during the term of this Agreement, at the Shareholders’ Meeting and at any other meeting of the shareholders stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the shareholders stockholders of the Company proposed to be taken, the Shareholder such Principal Holder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the his or her Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted) solely in the Shareholdersuch Principal Holder’s capacity as a shareholder stockholder of the Company, in person or by proxy covering, all of the his or her Covered Shares (A) in favor of the adoption of the Merger Agreement and the other transactions contemplated thereby, including the Merger, and any other action reasonably requested by Parent or the Merger Sub in furtherance thereof; and (B) against any Takeover Proposal and against any other action, agreement or transaction that is intended, or could would reasonably be expected to impede, interfere with, delay, postpone, discourage, postpone or frustrate the purposes of or adversely affect the Offer, the Merger or the other transactions contemplated by the Merger Agreement Transactions or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by the Shareholder such Principal Holder of its his or her obligations under this Agreement, including: (1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (2) a sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries or any reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; or (3) (i) any change in a majority of persons who constitute the Board of Directors of the Company as of the date hereof, except for changes requested or expressly permitted by Parent, (ii) any change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles certificate of incorporation or bylaws or (iii) any other material change in the Company’s organizational structure or business; except, in the case of clauses (A) through (C), if expressly permitted by the Merger Agreement or approved by Parent. The For the avoidance of doubt, the obligations of the Shareholder each Principal Holder specified in this Section 2.1 shall apply whether or not the Offer or the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof).

Agreement to Vote and Support. The Shareholder 4.1 [Shareholder] hereby irrevocably and unconditionally covenants and agrees that during from the term date hereof until the termination of this Agreement, at the Shareholders’ Meeting and at any other meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the shareholders of the Company proposed Agreement pursuant to be taken, the Shareholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent theretoArticle 9: (a) appear it shall attend (either in person or by proxy) the Xxxx Xxxxxx Meeting (including any adjournments and postponements thereof) and, at each such meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (b) Xxxx Xxxxxx Meeting, vote (or cause to be voted) solely voted the Xxxx Xxxxxx Subject Securities in the Shareholder’s capacity as a shareholder favour of the CompanyTransaction, including, without limitation, by voting in person or by proxy covering, all favour of the Covered Shares (A) in favor of the adoption of the Merger Agreement and the other transactions contemplated thereby, including the Merger, Xxxx Xxxxxx Resolution and any other action reasonably requested by Parent or the Merger Sub in furtherance thereof; and (B) against any Takeover Proposal and against any other action, agreement or transaction matter that is intended, or could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate facilitate the purposes of Transaction; (b) it shall vote or adversely affect the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement cause to be voted (either in person or by proxy) at any meeting of the Shareholder securityholders of its obligations under this AgreementXxxx Xxxxxx the Xxxx Xxxxxx Subject Securities against, including: or not tender or cause to be tendered the Xxxx Xxxxxx Subject Securities to, (1i) any extraordinary corporate transaction, such as a merger, consolidation amalgamation, arrangement, rights offering, reorganization, recapitalization, or other business combination liquidation or take-over bid, sale or transfer of a material amount of assets of Xxxx Xxxxxx or similar transaction involving Xxxx Xxxxxx or the Company or its Subsidiaries (Xxxx Xxxxxx Shares other than the Merger); Transaction and any transaction related thereto; (2ii) a salethe issuance of any securities of Xxxx Xxxxxx other than in connection with the Transaction and any transaction related thereto; (iii) any matter that could reasonably be expected to delay, lease prevent or transfer of all or substantially all frustrate the successful completion of the assets Transaction (including against any Acquisition Proposal in respect of Xxxx Xxxxxx) at any meeting of the Company securityholders of Xxxx Xxxxxx, called for the purpose of considering same; or (iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of Xxxx Xxxxxx in the Arrangement Agreement; (c) if [Shareholder] is the holder of record of the Xxxx Xxxxxx Subject Securities, no later than 10 Business Days prior to the date of the Norbord Meeting, it shall deliver or cause to be delivered to Xxxx Xxxxxx, with a copy to Norbord concurrently, a duly executed irrevocable proxy or proxies in respect of the Xxxx Xxxxxx Subject Securities directing the holder of such proxy or proxies to vote in favour of the Transaction and/or any matter that could reasonably be expected to facilitate the Transaction; (d) if [Shareholder] is the beneficial owner of the Xxxx Xxxxxx Subject Securities, no later than 10 Business Days prior to the date of the Xxxx Xxxxxx Meeting, it shall deliver or cause to be delivered, a duly executed voting instruction form to the intermediary through which it or its affiliates holds its beneficial interest in the Xxxx Xxxxxx Subject Securities (provided that if it or any of its Subsidiaries or any reorganizationaffiliates is a non-objecting beneficial owner, recapitalization or liquidation such voting instructions shall be delivered directly to Xxxx Xxxxxx), with a copy to Norbord concurrently, instructing that the Xxxx Xxxxxx Subject Securities be voted at the Xxxx Xxxxxx Meeting in favour of the Company Transaction and/or any matter that could reasonably be expected to facilitate the Transaction; and (e) such proxy or any proxies and voting instruction form or forms delivered pursuant to Section 4.1(c) and Section 4.1(d) shall name those individuals as may be designated by Xxxx Xxxxxx in the Xxxx Xxxxxx Circular and shall not be revoked without the written consent of its Subsidiaries; or (3) (i) any change Norbord in a majority of persons who constitute the Board of Directors respect of the Company as Xxxx Xxxxxx Subject Securities. 4.2 If, in lieu of the date hereofTransaction, except each of Norbord and Xxxx Xxxxxx determines in its good faith judgement that it is necessary or desirable to complete the acquisition of all of the Norbord Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides the same, or better, financial treatment to all affected parties and the financial implications (including tax) are the same or better for changes requested or expressly permitted [Shareholder] than as contemplated by Parentthe Arrangement Agreement, (iib) is initiated on or prior to the Outside Date and is capable of being completed on or prior to the Outside Date, and (c) is otherwise on terms and conditions no more onerous to [Shareholder] than the terms of the Transaction, including any change take-over bid (any such transaction, an “Alternative Transaction”), then during the term of this Agreement [Shareholder] may, on its own accord, and will, upon written request of Norbord, support the completion of such Alternative Transaction in the present capitalization same manner as the Transaction in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (a) voting or dividend policy causing to be voted all of the Company or any amendment or other change Xxxx Xxxxxx Subject Securities (to the Company’s articles extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by Norbord; and (b) delivering or causing the delivery of incorporation or bylaws or (iii) any other material change in the Company’s organizational structure or business; exceptduly executed items, in the case of clauses (A) through (C)instruments, if expressly permitted by the Merger Agreement or approved by Parent. The obligations of the Shareholder specified in this Section 2.1 shall apply whether or not the Offer or the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof)documents and agreements required as conditions to consummate an Alternative Transaction.

Agreement to Vote and Support. The Shareholder hereby irrevocably and unconditionally agrees that during Beginning on the term of this Agreementdate hereof until the Termination Date (as defined below), at the Shareholders’ Meeting and at any other every meeting of the shareholders stockholders of Seller (the “Seller Stockholders”), including any postponement, recess or adjournment thereof, or in any other circumstance, however called (including by written consent), each Stockholder agrees to, and if applicable, to cause its controlled Affiliates to, unconditionally and irrevocably affirmatively vote (including via proxy) or execute consents with respect to (or cause to be voted (including via proxy) or consents to be executed with respect to) (and not to withdraw any such vote or consent with respect to) all of such Stockholder’s Owned Shares and any additional shares of Common Stock or other voting securities of Seller acquired by such Stockholder or its respective controlled Affiliates after the date hereof and prior to the Termination Date (collectively, and together with the Owned Shares, the “Covered Shares”) as follows: (a) in favor of (i) the approval of any or all of the Contemplated Transactions, (ii) the approval of any or all of the transactions contemplated by any amended and restated Purchase Agreement or amendment to the Purchase Agreement that, in any such case, does not decrease the Cash Consideration or result in the Purchase Agreement being less favorable to the Seller Stockholders than the Purchase Agreement in effect as of the date of this Agreement (excluding, for avoidance of doubt, any adverse amendment), (iii) the approval of any proposal to adjourn or postpone any Seller Stockholder Meeting if the Company, Seller or Buyer proposes or requests such postponement or adjournment in accordance with Section 5.14(b) of the Purchase Agreement, and (iv) the approval of any other proposal considered and voted upon by the Seller Stockholders at any Seller Stockholder Meeting (or by written consent) necessary or desirable to effectuate the transactions contemplated by the Purchase Agreement, and (b) against (i) any proposal, action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of Seller or the Company contained in the Purchase Agreement or that would reasonably be expected to result in any condition set forth in the Purchase Agreement not being satisfied or not being fulfilled prior to the Termination Date, (ii) any Acquisition Proposal, or any other proposal made in opposition to, in competition with, or inconsistent with, the Purchase Agreement or the transactions contemplated by the Purchase Agreement, (iii) any reorganization, recapitalization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (except as contemplated by the Purchase Agreement) and (iv) any other action, agreement or proposal which would reasonably be expected to prevent or materially impede or materially delay any of the transactions contemplated by the Purchase Agreement (clauses (a) and (b), collectively, the “Supported Matters”). Each Stockholder agrees to, and agrees to cause each of its applicable controlled Affiliates to, be present, in person or by proxy, at every meeting of the Seller Stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, including any adjournment or postponement thereof, and to vote on the Supported Matters (in connection with any written consent the manner described in this Section 1.1) so that all of the shareholders of the Company proposed to be taken, the Shareholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear will be counted for purposes of determining the presence of a quorum at each such meeting meeting, or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating establishing a quorum; and (b) . For the avoidance of doubt, other than with respect to the Supported Matters, the Stockholders do not have any obligation to vote (or cause to be voted) solely in the Shareholder’s capacity as a shareholder of the Company, in person or by proxy covering, all of the Covered Shares (A) in favor of the adoption of the Merger Agreement and the other transactions contemplated thereby, including the Merger, and any other action reasonably requested by Parent or the Merger Sub in furtherance thereof; and (B) against any Takeover Proposal and against any other action, agreement or transaction that is intended, or could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Offer, the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by the Shareholder of its obligations under this Agreement, including: (1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (2) a sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries or any reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; or (3) (i) any change in a majority of persons who constitute the Board of Directors of the Company as of the date hereof, except for changes requested or expressly permitted by Parent, (ii) any change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws or (iii) any other material change in the Company’s organizational structure or business; except, in the case of clauses (A) through (C), if expressly permitted by the Merger Agreement or approved by Parent. The obligations of the Shareholder specified in this Section 2.1 shall apply whether or not the Offer or the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof)particular manner.

Agreement to Vote and Support. The Shareholder hereby irrevocably and unconditionally agrees that during Beginning on the term of this Agreementdate hereof until the Termination Date (as defined below), at the Shareholders’ Meeting and at any other every meeting of the shareholders stockholders of the CompanyCompany (the “Company Stockholders”), including any postponement, recess or adjournment thereof, or in any other circumstances in which the Company Stockholders act (including by written consent), the Stockholders agree to, and if applicable, to cause their controlled Affiliates to, unconditionally and irrevocably affirmatively vote (including via proxy) or execute consents with respect to (or cause to be voted (including via proxy) or consents to be executed with respect to) (and not to withdraw any such vote or consent with respect to) all of the Owned Shares and any additional shares of Common Stock or other voting securities of the Company acquired by the Stockholders or their respective controlled Affiliates after the date hereof and prior to the Termination Date (collectively, and together with the Owned Shares, the “Covered Shares”) as follows: (a) in favor of (i) the adoption of the Merger Agreement and the approval of the Merger, (ii) the adoption of any amended and restated Merger Agreement or amendment to the Merger Agreement that, in any such case, does not decrease the Merger Consideration, extend the End Date or result in the Merger Agreement being less favorable to the Company Stockholders than the Merger Agreement in effect as of the date of this Agreement (excluding, for avoidance of doubt, any such adverse amendment), (iii) the approval of any proposal to adjourn or postpone any Company Stockholder Meeting if the Company or Parent proposes or requests such postponement or adjournment in accordance with Section 6.2 of the Merger Agreement, and (iv) the approval of any other proposal considered and voted upon by the Company Stockholders at any Company Stockholder Meeting (or by written consent) necessary or desirable for the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and (b) against (i) any proposal, action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement or that would reasonably be expected to result in any condition set forth in the Merger Agreement not being satisfied or not being fulfilled prior to the Termination Date, (ii) any Acquisition Proposal, or any other proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement, the Merger or the transactions contemplated by the Merger Agreement, (iii) any reorganization, recapitalization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement) and (iv) any other action, agreement or proposal which would reasonably be expected to prevent or materially impede or materially delay the consummation of the Merger or any of the transactions contemplated by the Merger Agreement (clauses (a) and (b), collectively, the “Supported Matters”). Each Stockholder agrees to, and agrees to cause its applicable controlled Affiliates to, be present, in person or by proxy, at every meeting of the Company Stockholders, including any postponement, recess or adjournment thereof, or in any other circumstance, however called, including any adjournment or postponement thereof, and to vote on the Supported Matters (in connection with any written consent the manner described in this Section 1.1) so that all of the shareholders of the Company proposed to be taken, the Shareholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear will be counted for purposes of determining the presence of a quorum at each such meeting meeting, or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating establishing a quorum; and (b) . For the avoidance of doubt, other than with respect to the Supported Matters, the Stockholders do not have any obligation to vote (or cause to be voted) solely in the Shareholder’s capacity as a shareholder of the Company, in person or by proxy covering, all of the Covered Shares (A) in favor of any particular manner. In the adoption of event that the Merger Agreement Company and Parent agree to effectuate the other transactions contemplated thereby, including the Merger, and any other action reasonably requested by Parent or the Merger Sub in furtherance thereof; and (B) against any Takeover Proposal and against any other action, agreement or transaction that is intended, or could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Offer, the Merger or the other transactions contemplated by the Merger Agreement by means of a tender offer, each Stockholder shall tender (and shall not withdraw), or this Agreement or the performance by the Company cause to be tendered (and cause to not withdraw), all of its obligations under Covered Shares pursuant to and in accordance with the Merger Agreement or by the Shareholder terms of its obligations under this Agreement, including: (1) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (2) a sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries or any reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries; or (3) (i) any change in a majority of persons who constitute the Board of Directors of the Company as of the date hereof, except for changes requested or expressly permitted by Parent, (ii) any change in the present capitalization or dividend policy of the Company or any amendment or other change tender offer prior to the Company’s articles of incorporation or bylaws or (iii) any other material change time required for such Covered Shares to be validly tendered for acceptance in the Company’s organizational structure or business; except, in the case of clauses (A) through (C), if expressly permitted by the Merger Agreement or approved by Parent. The obligations of the Shareholder specified in this Section 2.1 shall apply whether or not the Offer or the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof)such tender offer.