Common use of Agreement to Vote Shares Clause in Contracts

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any At every meeting of the stockholders of Company called to consider and vote upon the adoption and approval Stockholders of the Purchase Agreement (Company, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of stockholders the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or cause to be voted (including act by written consent, if applicable: (i) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof; (ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement Merger Agreement; and (collectively, the "Transactions"iii) and considered and voted upon at against any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company called to consider and vote upon or any Other Proposal of its Subsidiaries, (as hereinafter definedB) (and at any and sale, lease or transfer of all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) substantially all of the Subject Shares against such Other Proposal. For purposes assets of this Agreementthe Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the term "Other Proposal" means Company or any of its Subsidiaries, (xD) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal (as defined in the Purchase Agreement) or Acquisition Transaction or (yF) any other action which that is intended to, or could would reasonably be expected to materially, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by this the Merger Agreement; provided, however, that neither . The Stockholder shall retain at all times the Transactions nor right to vote its Shares in its sole discretion and without any other transaction contemplated limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Purchase Agreement Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement). (b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. counted as present thereat for purposes of establishing a quorum. (c) The Stockholder shall not enter into any agreement or understanding with any person Person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13.

Agreement to Vote Shares. From The Stockholder agrees that, prior to the date hereof through the earlier of (a) the Closing Expiration Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"Section 2 below), at any meeting of the stockholders of the Company called or any adjournment or postponement thereof with respect to consider the Merger, the Merger Agreement or any Takeover Proposal, the Stockholder shall: (a) appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (b) from and after the date hereof until the Expiration Date, vote upon (or cause to be voted) all of the Shares that such Stockholder shall be entitled to so vote: (i) in favor of adoption and approval of the Purchase Merger Agreement (and at any and all postponements and adjournments thereof), and in connection with any action other matters contemplated by the Merger Agreement as to be taken in respect which stockholders of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall Company are called upon to vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of to the adoption and approval of the Purchase Agreement and in favor of extent that any other matter such matters are necessary for the consummation of the Merger and the other transactions contemplated by the Purchase Merger Agreement in accordance with its terms; and (collectivelyii) against any Takeover Proposal, the "Transactions") and considered and voted upon at or any such meeting agreement, transaction or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which matter that is intended to, or could would reasonably be expected to to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions Merger and all other material transactions contemplated by the Merger Agreement. The Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing. Except as set forth in this Section 1, the Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Company. In addition, nothing in this Agreement shall give Parent, Merger Sub or any of its respective officers or designees the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor right to vote any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser Shares in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect election of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1directors.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any At every meeting of the stockholders of the Company called to consider and vote upon the adoption and approval of the Purchase Agreement (called, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of the Company, Stockholder (in his or her capacity as such) shall vote vote, to the extent not voted by the Person(s) appointed under the Proxy (as defined below), the Shares or cause the Shares to be voted voted: (including by written consent, if applicablea) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of adoption of the adoption and Merger Agreement, approval of the Purchase Agreement Merger and any action in favor furtherance thereof; (b) against approval of any other matter necessary for the proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Purchase Agreement Merger Agreement; and (collectivelyc) against any of the following actions to the extent such actions are prohibited by the Merger Agreement: (i) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the "Transactions"Company with any party, (ii) and considered and voted upon at any such meeting sale, lease or made the subject transfer of any such written consent, as applicable. During the Pre-Closing Period, at any meeting significant part of the stockholders assets of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of the Company, Stockholder shall vote (iii) any reorganization, recapitalization, dissolution, liquidation or cause to be voted (including by written consent, if applicable) all winding up of the Subject Shares against such Other Proposal. For purposes of this AgreementCompany, the term "Other Proposal" means (iv) any (x) Acquisition Proposal (as defined material change in the Purchase Agreement) capitalization of the Company or the Company’s corporate structure, or (yv) any other action which that is intended intended, or could reasonably be expected to to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by the Merger Agreement. Notwithstanding any provision of this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Companythe contrary, Parent nothing in this Agreement shall limit or Purchaser restrict Stockholder from acting in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement Stockholder’s capacity as a director or understanding with any person or entity the effect of which would be inconsistent or violative officer of the provisions Company (it being understood that this Agreement shall apply to Stockholder solely in Stockholder’s capacity as a stockholder of Company) or voting in Stockholder’s sole discretion on any matter other than those matters referred to in subsections (a), (b) and agreements contained in this Section 1.1(c) above.

Agreement to Vote Shares. From Shareholder shall be present (in person or by proxy) at and vote the date hereof through the earlier of Shareholder's Shares (a) the Closing Date including any New Shares (as defined in the Purchase Agreement) or (b) the termination Section 4 hereof)), and shall cause any holder of record of the Purchase Agreement Shareholder's Shares (including any New Shares) to be present and vote, (a) in accordance with its terms (the "Pre-Closing Period"), at any meeting favor of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Reorganization Agreement and the Merger (and at any each other action and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of any other matter necessary for the consummation of the transactions transaction contemplated by the Purchase Reorganization Agreement (collectively, the "Transactions"or by this Agreement) and considered and voted upon at (b) against any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Takeover Proposal (as defined in the Purchase Reorganization Agreement) other than the Merger (or any other Takeover Proposal of Acquiror) and against any proposed action or transaction that would prevent or intentionally delay consummation of the Merger (or other Takeover Proposal of Acquiror) or is otherwise inconsistent therewith (including, without limitation, (A) any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Target under the Reorganization Agreement or of Shareholder under this Agreement, (B) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Target or its Subsidiaries (as defined in the Reorganization Agreement), (C) a sale, lease or transfer of a material amount of assets of Target or its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of Target or its Subsidiaries, (D) (1) any change in the present capitalization of Target or any amendment of Target's Articles of Incorporation or Code of Regulations, (2) any other material change in Target's corporate structure or business, or (y3) any other action involving Target or its Subsidiaries which is intended intended, or could reasonably be expected expected, to impede, interfere with, materially delay or materially and adversely affect the Merger and the transactions contemplated economic benefits by this Agreement and the Reorganization Agreement at every meeting of the shareholders of Target at which any such matters are considered and at every adjournment thereof (and, if applicable, in connection with any request or solicitation of written consents of shareholders). Notwithstanding anything in this Agreement to Parent the contrary, Shareholder shall not be obligated under this Agreement to vote a particular way with respect to the election of directors of Target, and Acquiror shall not have any right under this Agreement to exercise or direct the exercise of any voting rights with respect to the election of directors of Target. Any such vote shall be cast, or consent shall be given, 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 the Transactions results of such vote or consent. Shareholder hereby revokes any of and all previous proxies granted with respect to the other Shareholder's Shares. Shareholder shall also use reasonable best efforts to take, or cause to be taken, all action, and do, or cause to be done, all things necessary or advisable in order to consummate and make effective the transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder and shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 1.1Agreement.

Agreement to Vote Shares. From Until the date hereof through Expiration Date, at every meeting of stockholders of the earlier Company called with respect to any of (athe following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Company with respect to any of the following, the Stockholder shall vote, to the extent not voted by the person(s) appointed under the Closing Date Proxy (as defined in Section 4 hereof), the Purchase AgreementShares: (a) or (b) the termination in favor of approval of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any meeting of the stockholders of Company called to consider Merger and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof)Merger Agreement, and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of each of the other actions contemplated by the Merger Agreement; (b) against approval of any other matter necessary for the proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Purchase Agreement (collectivelyMerger Agreement, the "Transactions") and considered and voted upon at against any such meeting action or made the subject agreement that would result in a breach of any such written consentrepresentation, as applicable. During the Pre-Closing Periodwarranty, at any meeting covenant, agreement or other obligation of the stockholders Company in the Merger Agreement; (c) against any of the following actions (other than those actions that relate to the Merger and the transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the Company called to consider and vote upon or any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection subsidiary of the Company with any action to be taken in respect party, (B) any sale, lease or transfer of any Other Proposal by written consent significant part of stockholders the assets of the Company or any subsidiary of the Company, Stockholder shall vote (C) any reorganization, recapitalization, dissolution, liquidation or cause to be voted (including by written consent, if applicable) all winding up of the Subject Shares against such Other Proposal. For purposes Company or any subsidiary of this Agreementthe Company, the term "Other Proposal" means (D) any (x) Acquisition Proposal (as defined material change in the Purchase Agreement) capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (yE) any other action which that is intended intended, or could reasonably be expected to to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by this the Merger Agreement; provided, however, and (d) in favor of waiving any notice that neither may have been or may be required relating to any reorganization of the Transactions nor Company or any other transaction contemplated by subsidiary of the Purchase Agreement to be consummated by Company, Parent any reclassification or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter recapitalization of the capital stock of the Company or any subsidiary of the Company, or any sale of assets, change of control, or acquisition of the Company or any subsidiary of the Company by any person, or any consolidation or merger of the Company or any subsidiary of the Company with or into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1person.

Agreement to Vote Shares. From Until the date hereof through the earlier Expiration Date, at every meeting of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination stockholders of the Purchase Agreement in accordance Company called with its terms respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Company with respect to any of the following (the "Pre-Closing PeriodMEETING"), at Stockholder shall vote the Shares and any meeting New Shares: (i) in favor of approval of the stockholders Merger, the execution and delivery by the Company of Company called to consider the Merger Agreement and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement terms thereof and in favor of each of the other actions contemplated by the Letter of Intent and the Merger Agreement and any other matter necessary for the action required in furtherance thereof; (ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the Merger Agreement as contemplated by the Letter of Intent; and (iii) against any of the following actions (other than those actions that relate to the Merger and the transactions contemplated by the Purchase Agreement Letter of Intent and/or the Merger Agreement): (collectivelyA) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the "Transactions"Company with any party, (B) and considered and voted upon at any such meeting sale, lease or made the subject transfer of any such written consent, as applicable. During the Pre-Closing Period, at any meeting significant part of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all assets of the Subject Shares against such Other Proposal. For purposes Company or any of this Agreementits subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the term "Other Proposal" means Company or any of its subsidiaries, (xD) Acquisition Proposal (as defined any material change in the Purchase Agreement) capitalization of the Company or the Company's corporate structure, or (yE) any other action which that is intended intended, or could reasonably be expected to to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by this Agreement; providedthe Letter of Intent and/or the Merger Agreement (any of the foregoing are referred to herein as an "OPPOSING PROPOSAL"). Prior to the Expiration Date, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person to vote or entity the effect of which would be give instructions in any manner inconsistent or violative of the provisions and agreements contained in with this Section 1.1SECTION 2.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")The Stockholder shall, at any meeting of the holders of any class or classes of Company Securities, however such meeting is called and regardless of whether such meeting is a special or annual meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof)Company, and or in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of the stockholders of the Company, Stockholder shall vote (or cause to be voted (including by written consent, if applicablevoted) all of the Subject Stockholder Shares, whether issued, heretofore owned or hereinafter acquired, (i) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the Purchase terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in favor furtherance thereof and hereof, (ii) against any action, proposal or transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other matter necessary for obligation or agreement of the consummation Company contained in the Merger Agreement or of any stockholder contained in this Agreement and (iii) against the following actions or proposals (other than the Merger and the transactions contemplated by the Purchase Agreement Merger Agreement): (collectivelyA) any Takeover Proposal; (B) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the "Transactions"Company; (C) and considered and voted upon at any such meeting a sale, lease or made the subject transfer of any such written consent, as applicable. During the Pre-Closing Period, at any meeting a material amount of assets of the stockholders Company or a reorganization, recapitalization, dissolution or liquidation of Company called to consider and vote upon any Other Proposal the Company; (as hereinafter definedD) (and at I) any and all postponements and adjournments thereofchange in the majority of the Company Board; (II) any material change in the present capitalization of the Company or any amendment of the Company Organizational Documents or similar governing document of the Company; (III) any other material change in the corporate structure or business of the Company; or (IV) any other action or proposal, which in the case of matters referred to in clauses (I), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase AgreementII) or (yIII) other action which above, is intended intended, or could reasonably be expected expected, to impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent or Merger Sub of the Merger or the transactions contemplated by the Merger Agreement or this Agreement or could reasonably be expected to result in any of the Transactions or any of conditions to the other transactions contemplated by this Agreement; providedCompany’s obligations under the Merger Agreement not being fulfilled. Each Stockholder agrees not to, howeverand shall cause its Affiliates not to, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement agreement, commitment or understanding arrangement with any person or entity Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 1.12. (b) The Stockholder agrees that the obligations of the Stockholder specified in this Section 2 shall not be affected by (i) any Company Adverse Recommendation Change, or (ii) any breach by the Company of any of its representations, warranties, agreements or covenants set forth in the Merger Agreement; provided, however, that, in the event of a Company Adverse Recommendation Change, the obligation of the Stockholder to vote the Stockholder Shares in the manner set forth in Section 2(a) shall only apply to one half of the total number of Stockholder Shares which are entitled to vote in respect of such matter and the Stockholder shall cause the remaining Stockholder Shares to be voted in a manner that is proportionate to the manner in which all holders of Company Securities (other than the Voting Agreement Stockholders) vote in respect of such matter.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any At every meeting of the stockholders of the Company called to consider and vote upon the adoption and approval of the Purchase Agreement (called, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of Company, the Stockholder (in the Stockholder’s capacity as such) shall, or shall cause the holder of record on any applicable record date to, vote or cause to be voted the Shares: (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement; (ii) against approval of any other matter necessary for the proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Purchase Agreement Merger Agreement; and (collectivelyiii) against any of the following actions (other than those actions that relate to the Offer, the "Transactions"Merger and any other transactions contemplated by the Merger Agreement): (A) and considered and voted upon at any such meeting merger, consolidation, business combination, sale of assets, reorganization or made recapitalization of the subject Company or any subsidiary of the Company with any party, (B) any sale, lease or transfer of any such written consentsignificant part of the assets of the Company or any subsidiary of the Company, as applicable. During (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Pre-Closing PeriodCompany or any subsidiary of the Company, at (D) any material change in the capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transactions contemplated by the Merger Agreement. (b) In the event that a meeting of the stockholders of the Company called to consider and vote upon is held, the Stockholder shall, or shall cause the holder of record on any Other Proposal (as hereinafter defined) (and applicable record date to, appear at any and all postponements and adjournments thereof), and in connection with any action such meeting or otherwise cause the Shares to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For counted as present thereat for purposes of this Agreement, the term "Other Proposal" means any establishing a quorum. (xc) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. The Stockholder shall not enter into any agreement or understanding with any person Person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any At every meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (Parent called, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of CompanyParent, Stockholder (in his or her capacity as such) shall vote vote, to the extent not voted by the Person(s) appointed under the Proxy (as defined below), the Shares or cause the Shares to be voted voted: (including by written consent, if applicablea) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of adoption of the adoption Stockholder Voting Proposal and any action in furtherance thereof; (b) against approval of any proposal made in opposition to, or in competition with, the Purchase Agreement and in favor of any other matter necessary for the Stockholder Voting Proposal or consummation of the Merger and the transactions contemplated by the Purchase Merger Agreement; and (c) against any of the following actions to the extent such actions are prohibited by the terms of the Majority Stockholder Voting Agreement or the Merger Agreement: (collectivelyi) any merger, the "Transactions"consolidation, business combination, sale of assets, reorganization or recapitalization of Parent with any party, (ii) and considered and voted upon at any such meeting sale, lease or made the subject transfer of any such written consent, as applicable. During the Pre-Closing Period, at any meeting significant part of the stockholders assets of Company called to consider and vote upon Parent, (iii) any Other Proposal reorganization, recapitalization, dissolution, liquidation or winding up of Parent, (as hereinafter definediv) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined material change in the Purchase Agreement) capitalization of Parent or Parent’s corporate structure, or (yv) any other action which that is intended intended, or could reasonably be expected to to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by the Merger Agreement. Notwithstanding any provision of this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Companythe contrary, nothing in this Agreement shall limit or restrict Stockholder from acting in Stockholder’s capacity as a director or officer of Parent or Purchaser the Company (it being understood that this Agreement shall apply to Stockholder solely in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into Stockholder’s capacity as a stockholder of Parent) or voting in Stockholder’s sole discretion on any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions matter other than those matters referred to in subsections (a), (b) and agreements contained in this Section 1.1(c) above.

Agreement to Vote Shares. From (a) Stockholder agrees that during the period from the date hereof through until the earlier of the Effective Time of the Merger and the termination of the Merger Agreement in accordance with its terms, Stockholder shall vote the Shares, in person or by proxy, at every meeting of the stockholders of the Company at which such matters are considered and at every adjournment thereof or by written consent in lieu of such meeting (ai) in favor of the Closing Date Merger, the adoption by the Company of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement, (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Competing Transaction (as defined in the Purchase AgreementMerger Agreement ) (collectively, "Alternative Transactions") or (biii) the termination against any amendment of the Purchase Agreement Company's Articles of Incorporation of By-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in accordance with its terms (any manner impede, frustrate, prevent or nullify the "Pre-Closing Period"), at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectivelyMerger, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger Agreement or any of the other transactions contemplated by this Agreement; providedthe Merger Agreement (collectively, however"Frustrating Transactions"). Stockholder has delivered to Acquiror on the date hereof a proxy substantially in the form attached hereto as Annex A (the "Proxy"), that neither which Proxy is irrevocable from the Transactions nor any date hereof until the earlier of the Effective Time of the Merger and the termination of the Merger Agreement in accordance with its terms to the extent permitted under Delaware Law, and Acquiror agrees to vote the Shares subject to such Proxy (A) in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the other transaction transactions contemplated by the Purchase Agreement Merger Agreement, (B) against any Alternative Transaction, or (C) against any Frustrating Transaction. (b) If, at any time prior to be consummated by the expiration of this Agreement, Stockholder, or a representative of Stockholder, is a member of the Board of Directors of the Company or an officer of the Company, Parent subject to the Merger Agreement, nothing in this Agreement shall limit or Purchaser restrict such director or officer from acting in connection therewith his capacity and exercising his fiduciary duties and responsibilities as a director or officer of the Company, as the case may be. It is understood that this Agreement shall constitute an Other Proposal. apply to Stockholder solely in its capacity as a stockholder of the Company and shall not enter into any agreement apply to the director's or understanding with any person officer's actions, judgments or entity the effect of which would be inconsistent decisions as a director or violative officer of the provisions and agreements contained in this Section 1.1Company.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) Until the termination of the Purchase this Agreement in accordance with its the terms (hereof, the "Pre-Closing Period")Stockholder shall, at any meeting of the holders of any class of Company Securities, however such meeting is called and regardless of whether such meeting is a special or annual meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and Company, or at any and all postponements and adjournments adjournment thereof), and or in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of the stockholders of the Company, Stockholder shall vote vote, or cause to be voted (including by written consentvoted, if applicable) all of the Subject Stockholder Shares, whether issued, heretofore owned or hereinafter acquired, (a) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the Purchase terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in favor of any furtherance thereof and hereof and (b) against the following actions (other matter necessary for than the consummation of Merger and the transactions contemplated by the Purchase Agreement Merger Agreement): (collectivelyi) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the "Transactions"Company; (ii) any sale, lease or transfer of a material amount of assets of the Company or any reorganization, recapitalization, dissolution or liquidation of the Company or (iii) (W) any change in the majority of the board of directors of the Company; (X) any material change in the present capitalization of the Company or any amendment of the certificate of incorporation or similar governing document of the Company; (Y) any other material change in the corporate structure or business of the Company; or (Z) any other action, which, in the case of each of the matters referred to in clauses (W), (X) and considered and voted upon at any such meeting or made the subject of any such written consent(Y) above, as applicable. During the Pre-Closing Periodis intended, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected expected, to impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any or Acquisition Sub of the Transactions Merger or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated hereby or by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1Merger Agreement.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any At every meeting of the stockholders of the Company called to consider and vote upon the adoption and approval of the Purchase Agreement (called, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of Company, the Stockholder (in the Stockholder’s capacity as such) shall, or shall cause the holder of record on any applicable record date to, vote or cause to be voted the Shares: (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Merger Agreement (as it may be amended from time to time), and in favor of each of the other actions contemplated by the Merger Agreement; (ii) against approval of any other matter necessary for the proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Purchase Agreement Merger Agreement; and (collectivelyiii) against any of the following actions (other than those actions that relate to the Offer, the "Transactions"Merger and any other transactions contemplated by the Merger Agreement): (A) and considered and voted upon at any such meeting merger, consolidation, business combination, sale of assets, or made reorganization of the subject Company or any subsidiary of the Company, (B) any sale, lease or transfer of any such written consentsignificant part of the assets of the Company or any subsidiary of the Company, as applicable. During (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Pre-Closing PeriodCompany or any subsidiary of the Company, at (D) any material change in the capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transactions contemplated by the Merger Agreement. (b) In the event that a meeting of the stockholders of the Company called to consider and vote upon is held, the Stockholder shall, or shall cause the holder of record on any Other Proposal (as hereinafter defined) (and applicable record date to, appear at any and all postponements and adjournments thereof), and in connection with any action such meeting or otherwise cause the Shares to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For counted as present thereat for purposes of this Agreement, the term "Other Proposal" means any establishing a quorum. (xc) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. The Stockholder shall not enter into any agreement or understanding with any person Person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13.

Agreement to Vote Shares. From The Shareholder agrees that, prior to the date hereof through the earlier of (a) the Closing Expiration Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"Section 2 below), at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval Shareholders of the Purchase Agreement (Company and at any and all postponements and adjournments adjournment or postponement thereof), and in connection with any action written consent of the Shareholders of the Company, with respect to the Merger, the Merger Agreement or any Acquisition Proposal, the Shareholder shall: (a) appear at such meeting or otherwise cause the Shares to be taken in respect counted as present thereat for purposes of calculating a quorum; and (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering all of the Shares that such Shareholder shall be entitled to so vote: (i) in favor of adoption and approval of the Purchase Merger Agreement and all other transactions contemplated by written consent the Merger Agreement as to which Shareholders of stockholders of Company, Stockholder shall the Company are called upon to vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and consent in favor of any other matter necessary for the consummation of the Merger and the other transactions contemplated by the Purchase Agreement Merger Agreement; (collectively, the "Transactions"ii) and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with against any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could agreement that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to the Company’s or any of its Subsidiaries or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against (A) any Acquisition Proposal, (B) any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions or any of the Merger and all other transactions contemplated by this the Merger Agreement; provided, however(C) any reorganization, that neither recapitalization, dissolution or liquidation of the Transactions nor Company or any other transaction contemplated by of its Subsidiaries, (D) any change in the Purchase Agreement to be consummated by majority of the board of directors of the Company and (E) any material change in the capitalization of the Company or the Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal’s corporate structure. Stockholder The Shareholder shall not enter into take or commit or agree to take any agreement or understanding action inconsistent with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1foregoing.

Agreement to Vote Shares. From (a) Unless otherwise directed in writing by Parent, from the date hereof through until the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Expiration Date, at any meeting of the FFE stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (called, and at any and all postponements and adjournments adjournment or postponement thereof), and in connection with on any action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of stockholders of CompanyFFE stockholders, Stockholder (in Stockholder’s capacity as a stockholder) shall, or shall cause the holder of record of such Shares on any applicable record date to, vote the Shares (to the extent such matters are submitted to the vote of holders of such Shares and Stockholder is entitled to vote or cause direct the voting of such Shares with respect to be voted such matters): (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Merger Agreement (as it may be amended from time to time) in accordance with Texas law, and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any each of the other transactions contemplated by this the Merger Agreement; provided; (ii) against approval of any proposal made in opposition to, howeveror in competition with, that neither consummation of the Transactions nor Offer, the Merger or any other transaction transactions contemplated by the Purchase Agreement Merger Agreement; or (iii) against any of the following actions (other than those actions that relate to the Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, exchange of assets, or reorganization of FFE or any of its subsidiaries, (B) any assignment, sale, exchange, lease, pledge, encumbrance, hypothecation, or other transfer of any material part of the assets of FFE or any of its subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of FFE or any of its subsidiaries or action that would result in the appointment of a receiver, custodian, or trustee for FFE or any of its subsidiaries, or (D) any material change in the capitalization of FFE or any of its subsidiaries, or the corporate structure of FFE or any of its subsidiaries. (b) From the date hereof until the Expiration Date, in the event that a meeting of FFE stockholders is held, to the extent Stockholder is entitled to vote or direct the voting of such Shares at such meeting, Stockholder shall, or shall cause the holder of record of such Shares on any applicable record date to, appear at such meeting or otherwise cause the Shares to be consummated by Companycounted as present thereat for purposes of establishing a quorum. (c) From the date hereof until the Expiration Date, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person Person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.14. (d) STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS XXXXXX XXXXXX XXXX AND XXXXX XXXXXX XXXX, AND EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH STOCKHOLDER, SOLELY DURING THE PERIOD BETWEEN THE DATE HEREOF AND THE EXPIRATION DATE, AND SOLELY TO THE EXTENT NECESSARY TO PERMIT SUCH INDIVIDUALS TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF STOCKHOLDERS OF THE COMPANY, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) WITH RESPECT TO THE SHARES OWNED OR HELD BY SUCH STOCKHOLDER WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 4(a) HEREOF AND IN ACCORDANCE WITH THE TERMS THEREOF, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 4(d) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 4(a) HEREOF, AND NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY SUCH STOCKHOLDER WITH RESPECT TO ANY OF THE SHARES, EXCEPT AS REQUIRED BY ANY LETTER OF TRANSMITTAL IN CONNECTION WITH THE OFFER. NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

Agreement to Vote Shares. From (a) Unless otherwise directed in writing by Parent, from the date hereof through until the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Expiration Date, at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (Stockholders called, and at any and all postponements and adjournments adjournment or postponement thereof), and in connection with on any action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of stockholders of Companythe Company Stockholders, Stockholder (in Stockholder’s capacity as a stockholder) shall, or shall cause the holder of record of such Shares on any applicable record date to, vote or cause to be voted the Shares: (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Merger Agreement (as it may be amended from time to time) in accordance with Delaware Law, and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any each of the other transactions contemplated by this the Merger Agreement; provided; (ii) against approval of any proposal made in opposition to, howeveror in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the Merger Agreement; (iii) against any of the following actions (other than those actions that neither relate to the Transactions nor Offer, the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, or reorganization of the Company or any of its Subsidiaries, (B) any sale, lease or transfer of any significant part of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transaction contemplated by the Purchase Agreement Merger Agreement; and (iv) against any action that would reasonably be expected to result in the failure of any conditions of the Offer to be consummated by Companysatisfied. (b) From the date hereof until the Expiration Date, Parent in the event that a meeting of the Company Stockholders is held, Stockholder shall, or Purchaser in connection therewith shall constitute an Other Proposal. cause the holder of record of any Shares on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum. (c) From the date hereof until the Expiration Date, Stockholder shall not enter into any agreement or understanding Contract with any person Person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13. (d) STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS XXXX X. XXXXX AND XXXXXX X. XXXXXXXX, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PARENT, AND EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF SUCH STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF STOCKHOLDERS OF THE COMPANY, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) WITH RESPECT TO THE SHARES OWNED OR HELD BY SUCH STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN SECTION 3(a) HEREOF UNTIL THE TERMINATION OF THIS AGREEMENT, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 3(d) IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. EACH STOCKHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. STOCKHOLDER HEREBY REVOKES ANY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED WITH RESPECT TO ANY OF THE SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 3(a) HEREOF, AND NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY SUCH STOCKHOLDER, EXCEPT AS REQUIRED BY ANY LETTER OF TRANSMITTAL IN CONNECTION WITH THE OFFER. THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARENT, NOR ANY OF ITS SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, STOCKHOLDERS, AGENTS OR OTHER REPRESENTATIVES, SHALL INCUR ANY LIABILITY TO STOCKHOLDER IN CONNECTION WITH OR AS A RESULT OF ANY EXERCISE OF THE PROXY GRANTED TO PARENT PURSUANT TO THIS SECTION 3(d), OTHER THAN FOR A BREACH OF THIS SECTION 3(d). NOTWITHSTANDING THE FOREGOING, THIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any At every meeting of the stockholders of Company called to consider and vote upon the adoption and approval shareholders of the Purchase Agreement (Company called, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of stockholders the shareholders of Company, Stockholder the Shareholder (in the Shareholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy (as defined below), shall, or shall cause the holder of record on any applicable record date to, vote or cause to be voted the Shares: (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any other matter necessary for the action required in furtherance thereof; (ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger or any other transactions contemplated by the Purchase Agreement Merger Agreement; and (collectivelyiii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the "Transactions"Company or any subsidiary of the Company with any party, (B) and considered and voted upon at any such meeting sale, lease or made the subject transfer of any such written consent, as applicable. During the Pre-Closing Period, at any meeting significant part of the stockholders assets of the Company called to consider and vote upon or any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect subsidiary of any Other Proposal by written consent of stockholders of the Company, Stockholder shall vote (C) any reorganization, recapitalization, dissolution, liquidation or cause to be voted (including by written consent, if applicable) all winding up of the Subject Shares against such Other Proposal. For purposes Company or any subsidiary of this Agreementthe Company, the term "Other Proposal" means (D) any (x) Acquisition Proposal (as defined material change in the Purchase Agreement) capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (yE) any other action which that is intended intended, or could reasonably be expected to to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by this the Merger Agreement; provided. (b) In the event that a meeting of the shareholders of the Company is held, howeverthe Shareholder shall, that neither or shall cause the Transactions nor holder of record on any other transaction contemplated by applicable record date to, appear at such meeting or otherwise cause the Purchase Agreement Shares to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder counted as present thereat for purposes of establishing a quorum. (c) The Shareholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3. (d) Notwithstanding the foregoing, the Shareholder shall not be liable for any failure to take, or to cause any person or entity the effect of which would be inconsistent or violative to take, any of the provisions actions that the Shareholder is required to take under (a) and agreements contained in this Section 1.1(b) above, if any such action may be taken by the person(s) appointed by the Proxy.

Agreement to Vote Shares. From In addition to and notwithstanding the date hereof through ------------------------ provisions of Section 1.2 of the earlier Standstill Agreement, the Shareholder agrees that during the term of (a) this Agreement it consents to and approves the Closing Date voting of the Shareholder Shares and any New Shares (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"Section 4.2), at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicablea) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Merger Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon Merger Transactions at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any every meeting of the stockholders shareholders of the Company called to consider and vote upon any Other Proposal (as hereinafter defined) (at which such matters are considered and at any and all postponements and adjournments thereof), and every adjournment thereof or in connection with any action written consent of the shareholders of the Company, (b) in favor of the election to the Company's Board of Directors of such number of Parent Representatives as Parent is permitted to cause to be taken elected to the Company's Board of Directors pursuant to Section 1.4 of the Merger Agreement, (c) against any action or agreement that would compete with, impede, interfere with or attempt to discourage the Merger Transactions, or inhibit the timely consummation of the Merger Transactions, (d) against any action or agreement that would result in a breach in any material respect of any Other Proposal by written consent of stockholders of Companycovenant, Stockholder shall vote representation or cause to be voted (including by written consent, if applicable) all warranty or any other obligation of the Subject Shares Company under the Merger Agreement and (e) against such Other Proposalany merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of the Company or its subsidiaries, except for the Merger Transactions. For purposes The Shareholder agrees to deliver to Parent upon request a proxy substantially in the form attached hereto as Exhibit A, which proxy shall be irrevocable during the term of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1fullest extent permitted under Ohio law.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at At any meeting of the stockholders shareholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and Parent or at any and all postponements and adjournments thereof)adjournment thereof or in any other circumstances upon which Securityholder’s vote, and in connection with any action to be taken in respect of the adoption and consent or other approval of the Purchase Agreement by written consent of stockholders of Companyis sought, Stockholder Securityholder shall vote (or cause to be voted (including by written consentvoted), if as applicable) , all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, Securities that are then entitled to be voted: (i) in favor of: (1) the Parent Shareholder Approval, and (2) any proposal to adjourn or postpone such meeting of shareholders of Parent to a later date if there are not sufficient votes to approve the adoption resolutions relating to the Parent Shareholder Approval; and approval of the Purchase Agreement and in favor of (ii) against (1) any other matter necessary for the consummation Parent Acquisition Proposal, or any of the transactions contemplated by the Purchase Agreement thereby, (collectively2) any action, the "Transactions") and considered and voted upon at any such meeting proposal, transaction, or made the subject agreement which could reasonably be expected to result in a breach of any such written consentcovenant, as applicable. During representation or warranty, or any other obligation or agreement of Parent under the Pre-Closing Period, at any meeting Merger Agreement or of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of Securityholder under this Agreement, the term "Other Proposal" means and (3) any (x) Acquisition Proposal (as defined in the Purchase Agreement) action, proposal, transaction, or (y) other action which is intended or agreement that could reasonably be expected to impede, interfere with, delay delay, discourage, adversely affect, or materially and adversely affect inhibit the contemplated economic benefits to Parent of any timely consummation of the Transactions or the fulfillment of Parent or Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of Parent (including any amendments to the other transactions contemplated by this Agreement; providedParent Organizational Documents, however, that neither the Transactions nor any other transaction save as contemplated by the Purchase Agreement Parent Shareholder Approval). Securityholder agrees that the Subject Securities that are entitled to be consummated by Companyvoted shall be voted (or caused to be voted) as set forth in the preceding sentence whether or not such Securityholder’s vote, Parent consent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into other approval is sought on only one or on any agreement or understanding with any person or entity the effect of which would be inconsistent or violative combination of the provisions and agreements contained matters set forth in this Section 1.12 and at any time or at multiple times during the term of this Agreement.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any At every meeting of the stockholders of Company DMK called (and at every adjournment thereof), and with respect to consider every requested action or approval by written consent of the stockholders of DMK, called or requested by DMK or its board of directors, to vote on matters with respect to the Merger, the Merger Agreement (and related plan of merger) and the other matters contemplated thereby, Securityholder (in his or her capacity as such) shall, or shall cause the holder of record on any applicable record date to, vote upon the Shares: (a) in favor of approval of the Merger and the adoption and approval of the Purchase Merger Agreement (and at any and all postponements and adjournments thereof)related plan of merger, and in connection with favor of each of the other actions contemplated by the Merger Agreement to be taken by DMK (including, without limitation, any amendments to the DMK Charter), any action requested to be taken in respect of any DMK Information Statement distributed to DMK stockholders in connection with the adoption Merger and approval of the Purchase Agreement by written consent of stockholders of CompanyMerger Agreement, Stockholder shall vote or cause to be voted and any action required in furtherance thereof; (including by written consent, if applicableb) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of any other matter necessary for recommended by the board of directors of DMK to the stockholders that could reasonably be expected to facilitate the Merger; (c) against approval of any proposal made in opposition to, or in competition or inconsistent with, consummation of the Merger or the transactions contemplated by the Purchase Merger Agreement (collectivelyincluding, without limitation, any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of DMK in the "Transactions"Merger Agreement); and (d) and considered and voted upon in favor of waiving any notice that may have been or may be required relating to any reorganization of DMK or any subsidiary of DMK, any reclassification or recapitalization of the capital stock of DMK or any subsidiary of DMK, or any sale of assets, change of control, or acquisition of DMK or any subsidiary of DMK by any other person except for the transactions contemplated by the Merger Agreement, or any consolidation or merger of DMK or any subsidiary of DMK with or into any other person except pursuant to the Merger Agreement. Securityholder further agrees that if a meeting of DMK stockholders is held, Securityholder shall, or shall cause the holder of record on any applicable record date to, appear at any such meeting or made otherwise cause the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action Shares to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For counted as present thereat for purposes of this Agreementestablishing a quorum. Before the Expiration Date, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder Securityholder shall not enter into any agreement or understanding with any person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any At every meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (Shareholders called, including an extraordinary general meeting, and at any and all postponements and adjournments every adjournment thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of stockholders of Companythe Company Shareholders, Stockholder Shareholder shall vote or cause the Common Shares to be voted voted: (including by written consent, if applicablea) all in favor of appointment of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, new members of the Company Boards in accordance with the designation of the Buyer as set forth in the Offer Agreement; (b) in favor of resolution upon the amendment of the Articles of Association of the Company as attached as an exhibit to the Offer Agreement; (c) in favor of the adoption Post-Closing Reorganization and approval any action required in furtherance thereof; PROVIDED, HOWEVER, that such action is in accordance with all applicable laws; (d) against any of the Purchase Agreement following actions (other than those actions that relate to the Offer and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement Offer Agreement): (collectivelyA) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the "Transactions"Company or any subsidiary of the Company with any party, (B) and considered and voted upon at any such meeting sale, lease or made the subject transfer of any such written consent, as applicable. During the Pre-Closing Period, at any meeting significant part of the stockholders assets of the Company called to consider and vote upon or any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect subsidiary of any Other Proposal by written consent of stockholders of the Company, Stockholder shall vote (C) any reorganization, recapitalization, dissolution, liquidation or cause to be voted (including by written consent, if applicable) all winding up of the Subject Shares against such Other Proposal. For purposes Company or any Subsidiary of this Agreementthe Company, the term "Other Proposal" means (D) any (x) Acquisition Proposal (as defined material change in the Purchase Agreement) capitalization of the Company or any Subsidiary of the Company, or the corporate structure of the Company or any Subsidiary of the Company, or (yE) any other action which that is intended intended, or could reasonably be expected to to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Offer or any of the other transactions contemplated by this the Offer Agreement, including the Post-Closing Reorganization; provided, however, and (e) in favor of waiving any notice that neither may have been or may be required relating to the Transactions nor Offer or any of the other transaction transactions contemplated by the Purchase Agreement to be consummated by CompanyOffer Agreement, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity including the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1Post-Closing Reorganization.

Agreement to Vote Shares. From At every meeting of the date hereof through shareholders of SCB called, and at every postponement, recess, adjournment or continuation thereof, and on every action, consent or approval (including by written consent) of the earlier shareholders of SCB, Shareholder agrees to vote, or cause to be voted, or give consent with respect to, all of the Shares (a) in favor of (i) approval of the Closing Date Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (as defined ii) approval of the issuance of shares of SCB Common Stock in connection with the Purchase Merger, (iii) approval of the SCB Bylaw Amendment, and (iv) any other matter that is required to be approved by the shareholders of SCB to facilitate the transactions contemplated by the Merger Agreement) or ; (b) the termination against (i) any proposal made in opposition to approval of the Purchase Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, or in competition with the Merger or the transactions contemplated by the Merger Agreement, (ii) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or other obligation or agreement of SCB under the Merger Agreement or Shareholder under this Agreement, (iii) any Acquisition Proposal, and (iv) any proposal, transaction, agreement, amendment of the SCB Articles or SCB Bylaws or other action, in accordance each case which could reasonably be expected to prevent, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the fulfillment of the conditions under the Merger Agreement; and (c) as reasonably directed by SCB with its terms (the "Pre-Closing Period")respect to any postponement, recess, adjournment, continuation or other procedural matter at any meeting of the stockholders shareholders of Company called SCB relating to consider and vote upon the adoption and approval any of the Purchase Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined matters set forth in the Purchase Agreementforegoing clauses (a) or (yb). Any such vote shall be cast (or consent shall be given) other action which by Shareholder in accordance with such procedures relating thereto so as to ensure that it is intended duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1consent).

Agreement to Vote Shares. From the date hereof through the earlier of (a) Until the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Expiration Date, at any the Rentrak Shareholder Meeting and at every other shareholder meeting of the stockholders of Company Rentrak called to consider and vote upon the adoption and approval of the Purchase Agreement (Rentrak Voting Proposal, and at any and all postponements and adjournments every postponement or adjournment thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of stockholders Rentrak Shareholders with respect to any of Companythe following, Stockholder Shareholder shall vote or cause to be voted all outstanding Shares and any outstanding New Shares: (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Merger Agreement and any action reasonably requested by comScore in favor of any other matter necessary for the consummation furtherance of the transactions contemplated by the Purchase Agreement (collectivelyforegoing, the "Transactions") and considered and voted upon at including any such meeting proposal to adjourn or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at postpone any meeting of the stockholders shareholders of Company called to consider Rentrak at which the adoption of the Merger Agreement is submitted for the consideration and vote upon any Other Proposal of the shareholders of Rentrak to a later date if there are not proxies representing a sufficient number of shares of Rentrak Common Stock to approve such matters on the date on which the meeting is held; (as hereinafter definedii) (and at any and all postponements and adjournments thereof), and in connection with against any action or agreement that would reasonably be expected to be taken result in respect (i) a breach of any Other Proposal by written consent covenant, representation or warranty or any other obligation or agreement of stockholders Rentrak contained in the Merger Agreement, or of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of any Shareholder contained in this Agreement, or (ii) any of the term "Other Proposal" means conditions set forth in Section 2.2 of the Merger Agreement not being satisfied on or before the Initial Termination Date; (iii) against any (x) Acquisition Proposal made by any Person (as defined in other than comScore) and any Acquisition Transaction proposed by any Person (other than comScore); and (iv) against any other action, agreement or transaction involving Rentrak or any of the Purchase Agreement) Rentrak Subsidiaries that is intended, or (y) other action which is intended or could would reasonably be expected expected, to impede, interfere with, delay or materially and delay, postpone, adversely affect or prevent the contemplated economic benefits to Parent of any consummation of the Transactions Merger or the other material transactions contemplated by the Merger Agreement or this Agreement or the performance by Rentrak of its obligations under the Merger Agreement or by any Shareholder of its obligations under this Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Rentrak or the Rentrak Subsidiaries (other than the Merger), (y) a sale, lease or transfer of a material amount of assets of Rentrak or any of the Rentrak Subsidiaries or any reorganization, recapitalization or liquidation of Rentrak or any of its Subsidiaries or (z) any change in the present capitalization of Rentrak or any amendment or other transactions contemplated by this Agreement; providedchange to its articles of incorporation or bylaws. (b) Prior to the Expiration Date, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder Shareholder shall not enter into any agreement or understanding with any person to vote or entity the effect of which would be give instructions in any manner inconsistent or violative of the provisions and agreements contained in with this Section 1.12.

Agreement to Vote Shares. From the date hereof through the earlier of (a) Until the Closing Date Expiration Date, at the Qumu Shareholder Meeting and at every other shareholder meeting of Qumu called to consider the Qumu Voting Proposal, and at every postponement or adjournment thereof, and on every action proposed to be approved by written consent of Qumu Shareholders with respect to any of the following, Shareholder shall vote all outstanding Shares and any outstanding New Shares (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"Section 4 hereof), at to the extent (in the case of securities convertible into, or exercisable or exchangeable for, shares of Qumu Common Stock) any meeting such Shares and New Shares are capable of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement being voted: (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Merger Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting proposal to adjourn or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at postpone any meeting of the stockholders shareholders of Company called to consider Qumu at which the adoption of the Merger Agreement is submitted for the consideration and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares shareholders of Qumu to a later date if there are not proxies representing a sufficient number of shares of Qumu Common Stock to approve such matters on the date on which the meeting is held; (ii) against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal made by any Person (as defined in other than Synacor) and any Acquisition Transaction proposed by any Person (other than Synacor); and (iii) against any other action, agreement or transaction involving Qumu or any of the Purchase Agreement) Qumu Subsidiaries that is intended, or (y) other action which is intended or could would reasonably be expected expected, to impede, interfere with, delay or materially and delay, postpone, adversely affect or prevent the contemplated economic benefits to Parent of any consummation of the Transactions Merger or any of the other transactions contemplated by this the Merger Agreement; provided. (b) Prior to the Expiration Date, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder Shareholder shall not enter into any agreement or understanding with any person to vote or entity give instructions in any manner inconsistent with this Section 1. (c) Notwithstanding anything to the contrary set forth herein, if Shareholder is a director or officer of Synacor, nothing in this Agreement shall prohibit or otherwise impair the right or ability of Shareholder to exercise his or her fiduciary duties in his or her capacity as a director or officer of Qumu, including by voting in his or her capacity as a director to effect of which would be inconsistent or violative a Qumu Board Recommendation Change, in each case, in accordance with the terms of the provisions and agreements contained in this Section 1.1Merger Agreement.

Agreement to Vote Shares. From Each of the date hereof through Shareholders agrees that ------------------------ during the earlier term of (a) the Closing Date this Agreement it will vote such Shareholder's Shares and any New Shares (as defined in the Purchase AgreementSection 6 hereof), and will cause any holder of record of such Shares or New Shares to vote such Shareholder's Shares and New Shares: (a) or (b) the termination in favor of adoption of the Purchase Merger Agreement and in accordance with its terms (favor of consummation of the "Pre-Closing Period"), Merger Transactions at any every meeting of the stockholders of Company called to consider and vote upon the adoption and approval shareholders of the Purchase Agreement (Company at which such matters are considered and at any and all postponements and adjournments thereof), every adjournment thereof and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders the shareholders of the Company, Stockholder shall vote or cause to be voted (including by written consent, if applicableb) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval election to the Company's Board of Directors of such number of Parent Representatives as Parent is permitted to cause to be elected to the Company's Board of Directors pursuant to Section 1.4 of the Purchase Agreement and in favor of Merger Agreement, (c) against any other matter necessary for action or agreement that would compete with, impede, interfere with or attempt to discourage the Merger Transactions, or inhibit the timely consummation of the transactions contemplated by the Purchase Agreement Merger Transactions, (collectively, the "Transactions"d) and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with against any action to be taken or agreement that would result in a breach in any material respect of any Other Proposal by written consent of stockholders of Companycovenant, Stockholder shall vote representation or cause to be voted (including by written consent, if applicable) all warranty or any other obligation of the Subject Shares Company under the Merger Agreement and (e) against such Other Proposal. For purposes any merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of this Agreementany material assets of the Company or its subsidiaries that could compete with, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay with or materially and adversely affect attempt to discourage the contemplated economic benefits Merger Transactions or inhibit the timely consummation of the Merger Transactions. Each Shareholder agrees to deliver to Parent upon request a proxy substantially in the form attached hereto as Exhibit B, which proxy shall be irrevocable during the term of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1fullest extent permitted under Delaware law.

Agreement to Vote Shares. From In addition to and notwithstanding the date hereof through ------------------------ provisions of Section 1.2 of the earlier Standstill Agreement, WMX and the Shareholder agree that during the term of (a) this Agreement they consent to and approve the Closing Date voting of the Shareholder Shares and any New Shares (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"Section 4.2), at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicablea) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Merger Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon Merger Transactions at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any every meeting of the stockholders shareholders of the Company called to consider and vote upon any Other Proposal (as hereinafter defined) (at which such matters are considered and at any and all postponements and adjournments thereof), and every adjournment thereof or in connection with any action written consent of the shareholders of the Company, (b) in favor of the election to the Company's Board of Directors of such number of Parent Representatives as Parent is permitted to cause to be taken elected to the Company's Board of Directors pursuant to Section 1.4 of the Merger Agreement, (c) against any action or agreement that would compete with, impede, interfere with or attempt to discourage the Merger Transactions, or inhibit the timely consummation of the Merger Transactions, (d) against any action or agreement that would result in a breach in any material respect of any Other Proposal by written consent of stockholders of Companycovenant, Stockholder shall vote representation or cause to be voted (including by written consent, if applicable) all warranty or any other obligation of the Subject Shares Company under the Merger Agreement and (e) against such Other Proposalany merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or transfer of any material assets of the Company or its subsidiaries, except for the Merger Transactions. For purposes The Shareholder agrees to deliver to Parent upon request a proxy substantially in the form attached hereto as Exhibit A, which proxy shall be irrevocable during the term of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1fullest extent permitted under Ohio law.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) Prior to the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")this Agreement, at any every meeting of the stockholders of the Company called to consider and vote upon called, including the adoption and approval of the Purchase Agreement (Company Stockholder Meeting, and at any and all postponements and adjournments every adjournment, postponement or continuation thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of stockholders of the Company, Stockholder shall, or shall cause the holder of record of any Shares on any applicable record date to, vote or cause all Shares that Stockholder is entitled to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, vote in favor of (i) the adoption of the Merger Agreement and (ii) any related matter that must be approved by the stockholders of the Company in order for the transactions contemplated by the Merger Agreement to be consummated. (b) Stockholder agrees that prior to termination of this Agreement he will not (and will cause the holder of record on any applicable record date not to) vote any Shares in favor of, or consent to, and will (and will cause the holder of record on any applicable record date to) vote against and not consent to, the approval of any (i) Company Acquisition Proposal (other than the Purchase Agreement and in favor Merger), (ii) reorganization, recapitalization, liquidation or winding-up of the Company or any other matter necessary for extraordinary transaction involving the Company (other than the Merger), (iii) corporate action the consummation of which would materially frustrate the purposes, prevent or delay the consummation, of the transactions contemplated by the Purchase Agreement Merger Agreement, (collectively, iv) any change in the "Transactions") and considered and voted upon at any such meeting or made the subject board of any such written consent, as applicable. During the Pre-Closing Period, at any meeting directors of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (except as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Merger Agreement or otherwise agreed to be consummated in writing by Parent, (v) any material change in the present capitalization or dividend policy of the Company, Parent or Purchaser (vi) any material change in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement the Company’s corporate structure, the Company’s articles of incorporation, charter or understanding with any person bylaws or entity the effect of which would be inconsistent or violative comparable organizational documents of the provisions and agreements contained Company, except as contemplated by the Merger Agreement or otherwise agreed to in this Section 1.1writing by Parent.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any At every meeting of the stockholders of the Company called to consider and vote upon the adoption and approval of the Purchase Agreement (called, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of the Company, the Stockholder (in the Stockholder’s capacity as such) shall, or shall cause the holder of record on any applicable record date to, vote or cause to be voted the Shares: (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Merger Agreement (as it may be amended from time to time) and in favor of each of the other actions contemplated by the Merger Agreement; (ii) against approval of any other matter necessary for the proposal made in opposition to, or in competition with, consummation of the Tender Offer, the Merger or any other transactions contemplated by the Purchase Agreement Merger Agreement; and (collectivelyiii) against any of the following actions (other than those actions that relate to the Offer, the "Transactions"Merger and any other transactions contemplated by the Merger Agreement): (A) and considered and voted upon at any such meeting merger, consolidation, business combination, sale of assets, or made reorganization of the subject Company or any subsidiary of the Company, (B) any sale, lease or transfer of any such written consentsignificant part of the assets of the Company or any subsidiary of the Company, as applicable. During (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Pre-Closing PeriodCompany or any subsidiary of the Company, at (D) any material change in the capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Tender Offer, the Merger or any other transactions contemplated by the Merger Agreement. (b) In the event that a meeting of the stockholders of the Company called to consider and vote upon is held, the Stockholder shall, or shall cause the holder of record on any Other Proposal (as hereinafter defined) (and applicable record date to, appear at any and all postponements and adjournments thereof), and in connection with any action such meeting or otherwise cause the Shares to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For counted as present thereat for purposes of this Agreement, the term "Other Proposal" means any establishing a quorum. (xc) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. The Stockholder shall not enter into any agreement or understanding with any person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.11.5.

Agreement to Vote Shares. From the date hereof through the earlier of (a) Prior to the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Expiration Date, at any every meeting of the stockholders of Company called Merger Partner called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Merger Partner, Noteholder (in Noteholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to consider and be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote upon (i) in favor of adoption of the adoption Merger Agreement and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement thereby (collectively, the "Transactions"“Proposed Transaction”), (ii) and considered and voted upon at any such meeting against the approval or made the subject adoption of any such written consentproposal made in opposition to, as applicable. During or in competition with, the Pre-Closing PeriodProposed Transaction, at and (iii) against any meeting of the stockholders following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving Merger Partner or any of Company called to consider and vote upon its subsidiaries other than the Proposed Transaction; (B) any Other Proposal (as hereinafter defined) (and at any and sale, lease or transfer of all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) substantially all of the Subject Shares against such Other Proposal. For purposes assets of this AgreementMerger Partner or any of its subsidiaries; (C) any reorganization, the term "Other Proposal" means recapitalization, dissolution, liquidation or winding up of Merger Partner or any (x) Acquisition Proposal (as defined in the Purchase Agreement) of its subsidiaries; or (yD) any other action which that is intended intended, or could reasonably be expected expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Merger Partner under the Merger Agreement or of Noteholder under this Agreement or otherwise impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions or any Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Noteholder is the beneficial owner, but not the record holder, of the other transactions contemplated by this Agreement; providedShares, however, that neither Noteholder agrees to take all actions necessary to cause the Transactions nor record holder and any other transaction contemplated by the Purchase Agreement nominees to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative vote all of the provisions and agreements contained Shares in this accordance with Section 1.14(a).

Agreement to Vote Shares. From Until the date hereof through the earlier Expiration Time, at every meeting of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination stockholders of the Purchase Agreement in accordance Company called with its terms (the "Pre-Closing Period"), at respect to any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (following, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of stockholders of Companythe Company with respect to any of the following, Stockholder shall vote or cause vote, to the extent not voted by the person(s) appointed under the Proxy (as defined in Section 3), the outstanding Shares and any outstanding New Shares (to the extent any such New Shares may be voted voted): (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the approval and adoption and approval of the Purchase Merger Agreement and in favor of each of the other actions contemplated by the Merger Agreement and the Proxy and any other matter necessary for the action required in furtherance thereof; (ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Purchase Agreement Merger Agreement; (collectivelyiii) against any of the following actions (other than those actions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the "Transactions"Company or any subsidiary of the Company with any party, (B) and considered and voted upon at any such meeting sale, lease, license or made the subject transfer of any such written consent, as applicable. During the Pre-Closing Period, at any meeting significant part of the stockholders assets of the Company called to consider and vote upon or any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect subsidiary of any Other Proposal by written consent of stockholders of the Company, Stockholder shall vote (C) any reorganization, recapitalization, dissolution, liquidation or cause to be voted (including by written consent, if applicable) all winding up of the Subject Shares against such Other Proposal. For purposes Company or any subsidiary of this Agreementthe Company, the term "Other Proposal" means (D) any (x) Acquisition Proposal (as defined material change in the Purchase Agreement) capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (yE) any other action which that is intended intended, or could reasonably be expected to to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by this the Merger Agreement; providedand (iv) in favor of waiving any notice that may have been or may be required relating to any reorganization of the Company or any subsidiary of the Company, howeverany reclassification or recapitalization of the capital stock of the Company or any subsidiary of the Company, that neither any sale of assets, change of control or acquisition of the Transactions nor Company or any subsidiary of the Company by any other transaction contemplated by person, or any consolidation or merger of the Purchase Agreement Company or any subsidiary of the Company with or into any other person. Prior to be consummated by Companythe Expiration Time, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person to vote or entity the effect of which would be give instructions in any manner inconsistent or violative of the provisions and agreements contained in with this Section 1.12.

Agreement to Vote Shares. From the date hereof through the earlier of (a) Prior to the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Expiration Date, at any every meeting of the stockholders shareholders of the Company called concerning proposals related to consider and vote upon the adoption and approval of Merger Agreement or the Purchase Agreement (other transactions contemplated thereby, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of stockholders the shareholders of Companythe Company concerning proposals related to the Merger Agreement or the other transactions contemplated thereby, Stockholder Shareholder (in Shareholder’s capacity as such) shall vote appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the Persons appointed as proxies pursuant to this Agreement, vote (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Merger Agreement and in favor of any other matter necessary for the consummation approval of the other transactions contemplated by the Purchase Agreement thereby (collectively, the "Transactions"“Proposed Transaction”), (ii) and considered and voted upon at any such meeting against the approval or made the subject adoption of any such written consentproposal made in opposition to, as applicable. During or in competition with, the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof)Proposed Transaction, and in connection with (iii) against any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) any other action which is intended or that could reasonably be expected to impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits consummation of the Proposed Transaction. Notwithstanding the foregoing, nothing in this Agreement shall require Shareholder to Parent vote or otherwise consent to any amendment to the Merger Agreement or the taking of any action that would result in the amendment, modification or a waiver of a provision therein, in any such case, in a manner that decreases the amount or changes the form of the Merger Consideration. Except as expressly set forth in this Section 3(a), Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company. (b) If Shareholder is the beneficial owner, but not the record holder, of any of the Transactions or Shares, Shareholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser Shares in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding accordance with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13(a).

Agreement to Vote Shares. From The Shareholder hereby agrees that, at all times during the date hereof through period commencing with the earlier execution and delivery of (athis Agreement until the Expiration Date, at every meeting of shareholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of shareholders of the Company with respect to any of the following, the Shareholder shall vote, to the extent not voted by the person(s) appointed under the Closing Date Proxy (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"Section 4 hereof), at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement Shares: (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicablea) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Merger Agreement and the approval of the Merger, and in favor of each of the other actions contemplated by the Merger Agreement and any other matter necessary for the action required in furtherance thereof; (b) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the other transactions contemplated by the Purchase Agreement Merger Agreement; (collectivelyc) against any of the following actions (other than those actions that relate to the Merger and the other transactions contemplated by the Merger Agreement): (i) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the "Transactions"Company or any subsidiary of the Company with any person, (ii) and considered and voted upon at any such meeting sale, lease or made the subject transfer of any such written consent, as applicable. During the Pre-Closing Period, at any meeting significant part of the stockholders assets of the Company called to consider and vote upon or any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect subsidiary of any Other Proposal by written consent of stockholders of the Company, Stockholder shall vote (iii) any reorganization, recapitalization, dissolution, liquidation or cause to be voted (including by written consent, if applicable) all winding up of the Subject Shares against such Other Proposal. For purposes Company or any subsidiary of this Agreementthe Company, the term "Other Proposal" means (iv) any (x) Acquisition Proposal (as defined change in the Purchase Agreement) capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (yv) any other action which that is intended intended, or could reasonably be expected to to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by this the Merger Agreement; providedand (d) in favor of waiving any notice that may have been or may be required relating to any reorganization of the Company or any subsidiary of the Company, howeverany reclassification or recapitalization of the capital stock of the Company or any subsidiary of the Company, that neither or any sale of assets, change of control, or acquisition of the Transactions nor Company or any subsidiary of the Company by any other transaction contemplated by person, or any consolidation or merger of the Purchase Agreement Company or any subsidiary of the Company with or into any other person. Prior to be consummated by Companythe Expiration Date, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder the Shareholder shall not enter into any agreement or understanding with any person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13.

Agreement to Vote Shares. From Until the date hereof through Expiration Date, at every meeting of stockholders of the earlier Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Company with respect to any of the following, the Stockholder shall vote, to the extent not voted by the person(s) appointed under the Proxy, the Shares: (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination favor of approval of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any meeting of the stockholders of Company called to consider Merger and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof)Reorganization Agreement, and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of each of the other actions contemplated by the Reorganization Agreement and the Proxy and any other matter necessary for the action required in furtherance thereof; (b) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Purchase Agreement Reorganization Agreement; (collectivelyc) against any of the following actions (other than those actions that relate to the Merger and the transactions contemplated by the Reorganization Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the "Transactions"Company or any subsidiary of the Company with any party, (B) and considered and voted upon at any such meeting sale, lease or made the subject transfer of any such written consent, as applicable. During the Pre-Closing Period, at any meeting significant part of the stockholders assets of the Company called to consider and vote upon or any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect subsidiary of any Other Proposal by written consent of stockholders of the Company, Stockholder shall vote (C) any reorganization, recapitalization, dissolution, liquidation or cause to be voted (including by written consent, if applicable) all winding up of the Subject Shares against such Other Proposal. For purposes Company or any subsidiary of this Agreementthe Company, the term "Other Proposal" means (D) any (x) Acquisition Proposal (as defined material change in the Purchase Agreement) capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (yE) any other action which that is intended intended, or could reasonably be expected to to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by this the Reorganization Agreement; providedand (d) in favor of waiving any notice that may have been or may be required relating to any reorganization of the Company or any subsidiary of the Company, howeverany reclassification or recapitalization of the capital stock of the Company or any subsidiary of the Company, that neither or any sale of assets, change of control, or acquisition of the Transactions nor Company or any subsidiary of the Company by any other transaction contemplated by person, or any consolidation or merger of the Purchase Agreement Company or any subsidiary of the Company with or into any other person. Prior to be consummated by Companythe Expiration Date, Parent or Purchaser in connection therewith shall constitute an Other Proposal. the Stockholder shall not enter into any agreement or understanding with any person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13.

Agreement to Vote Shares. (a) From the date hereof through until the earlier of (ax) the Closing Date receipt of Akebia Shareholder Approval and (as defined in the Purchase Agreement) or (by) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Expiration Date, at any every meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (Akebia, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of CompanyAkebia, the Stockholder shall (in the Stockholder’s capacity as such) agrees to, unconditionally and irrevocably, vote, or to cause the holder of record on any applicable record date to vote, all Shares that are then-owned by the Stockholder and entitled to vote or cause to be voted (including act by written consent, if applicable: (i) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption of the Merger Agreement, and in favor of any other matters presented or proposed as to approval of the Purchase Merger or any part or aspect thereof or any other transactions contemplated by the Merger Agreement; (ii) against approval of any proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving Akebia or any Akebia Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of Akebia or any Akebia Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of Akebia or any Akebia Subsidiaries, (D) any material change in the capitalization of Akebia or any Akebia Subsidiaries, or the corporate structure of Akebia or any Akebia Subsidiaries, (E) any Acquisition Proposal or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement; (iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Akebia contained in the Merger Agreement, or of the Stockholder contained in this Agreement; and (v) in favor of any other matter necessary for or appropriate to the consummation of the transactions contemplated by the Purchase Agreement Merger Agreement, including the Merger. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on any matters other than those set forth in clauses (collectivelyi) through (v), the "Transactions") and considered and voted upon above, that are at any such meeting time or made from time to time presented for consideration to the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the Company’s stockholders of Company called to consider and vote upon any Other Proposal generally. (as hereinafter definedb) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. The Stockholder shall not enter into any agreement or understanding with any person Person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained this Section 3. (c) Nothing in this Section 1.1Agreement shall obligate the Stockholder to convert, exercise, or exchange any options, warrants or convertible securities in order to obtain any underlying shares of Akebia Shares.

Agreement to Vote Shares. From the date hereof through the earlier of (a) Prior to the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Expiration Date, at any every meeting of the stockholders of Company called Merger Partner called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Merger Partner, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to consider and be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote upon (i) in favor of adoption of the adoption Merger Agreement and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement thereby (collectively, the "Transactions"“Proposed Transaction”), (ii) and considered and voted upon at any such meeting against the approval or made the subject adoption of any such written consentproposal made in opposition to, as applicable. During or in competition with, the Pre-Closing PeriodProposed Transaction, at and (iii) against any meeting of the stockholders following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving Merger Partner or any of Company called to consider and vote upon its subsidiaries other than the Proposed Transaction; (B) any Other Proposal (as hereinafter defined) (and at any and sale, lease or transfer of all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) substantially all of the Subject Shares against such Other Proposal. For purposes assets of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger Partner or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of Merger Partner or any of its subsidiaries that is prohibited by the other transactions contemplated by this Merger Agreement; provided, however, that neither the Transactions nor or (D) any other transaction contemplated by action that is a breach of any covenant, representation or warranty or any other obligation or agreement of Merger Partner under the Purchase Merger Agreement to be consummated by Companyor of Stockholder under this Agreement (each of (ii) and (iii), Parent or Purchaser in connection therewith shall constitute an Other Proposal. a “Competing Transaction”). (b) If Stockholder shall is the beneficial owner, but not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative record holder, of the provisions Shares, Stockholder agrees to take all actions necessary to cause the record holder and agreements contained any nominees to vote all of the Shares in this accordance with Section 1.13(a).

Agreement to Vote Shares. From Until the date hereof through the earlier Expiration Date, at every meeting of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination stockholders of Seller called with respect to any of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")following, and at any meeting every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Company called Seller with respect to consider any of the following, Stockholder shall vote, to the extent not voted by the person(s) appointed under the Proxy, the Shares and vote upon any New Shares (to the extent such Shares and New Shares have voting rights) or shall sign a written consent in lieu of a meeting: (i) in favor of approval of the Acquisition, the execution and delivery by Seller of the Asset Purchase Agreement and the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments terms thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of each of the other actions contemplated by the Asset Purchase Agreement and the Proxy and any other matter necessary for the action in furtherance thereof; (ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Acquisition and the transactions contemplated by the Asset Purchase Agreement Agreement; (collectivelyiii) against any of the following actions (other than those actions that relate to the Acquisition): (A) any merger, consolidation, business combination, sale of assets (other than the "Transactions"Excluded Assets), reorganization or recapitalization of Seller or any subsidiary of Seller with any party, (B) and considered and voted upon at any such meeting sale, lease or made the subject transfer of any such written consent, as applicable. During the Pre-Closing Period, at any meeting significant part of the stockholders assets of Company called Seller or any subsidiary of Seller, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of Seller or any subsidiary of Seller that would become effective prior to consider and vote upon the Expiration Date, (D) any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined material change in the Purchase Agreement) capitalization of Seller or the corporate structure of Seller, or (yE) any other action which that is intended intended, or could reasonably be expected to to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits Acquisition; and (iv) in favor of waiving any notice that may have been or may be required relating to Parent any reorganization of Seller or any subsidiary of Seller, any reclassification or recapitalization of the Transactions capital stock of Seller or any subsidiary of the other transactions contemplated Seller, or any sale of assets, change of control, or acquisition of Seller or any subsidiary of Seller by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by person, or any consolidation or merger of Seller or any subsidiary of Seller with or into any other person, all as they relate to the Purchase Agreement Acquisition. Prior to be consummated by Companythe Expiration Date, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person to vote or entity the effect of which would be give instructions in any manner inconsistent or violative of the provisions and agreements contained in with this Section 1.12.

Agreement to Vote Shares. From the date hereof through the earlier of (a) Until the Closing Date (as defined in the Purchase Agreement) or (b) the termination earlier to occur of the Purchase Agreement in accordance with its terms (Effective Time and the "Pre-Closing Period")Expiration Date, at any every meeting of the stockholders of the Company called with respect to consider and vote upon the adoption and approval any of the Purchase Agreement (following, and at any and all postponements and adjournments every adjournment thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of Companythe Company with respect to any of the following, Stockholder Holder shall appear at such meeting (in person or by proxy) and shall vote or cause to be voted consent the Shares and any New Shares: (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Merger Agreement and in favor of any other matter necessary for the consummation approval of the transactions contemplated by thereby and (ii) against (x) any proposal for any recapitalization, merger, sale of assets or other business combination (other than the Purchase Merger) between the Company and any person or entity other than Parent or Merger Sub, (y) any other action 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 the Company under the Merger Agreement or Holder under this Agreement, or (collectivelyz) which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled (each such action or proposal described in this clause (ii), an “Opposing Proposal”). This Agreement is intended to bind Holder as a stockholder of the "Transactions"Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and considered and voted upon at (ii) of this Section 2(a), Holder shall not be restricted from voting in favor of, against or abstaining with respect to any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of other matter presented to the stockholders of Company called the Company. Prior to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes termination of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected Holder covenants and agrees not to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement. (b) Holder further agrees that, until the termination of this Agreement, Holder will not, and will not permit any entity under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the effect Exchange Act) with respect to an Opposing Proposal, (B) initiate a stockholders’ vote with respect to an Opposing Proposal or (C) become a member of which would be inconsistent or violative a “group” (as such term is used in Section 13(d) of the provisions and agreements contained in this Section 1.1Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal.

Agreement to Vote Shares. From the date hereof through the earlier of (a) During the Closing Date (as defined in the Purchase term of this Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any every meeting of the stockholders of Company called to consider and vote upon the adoption and approval shareholders of the Purchase Agreement (Company, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect or approval by written resolution of the adoption and approval of the Purchase Agreement by written consent of stockholders shareholders of Company, Stockholder the Shareholder (in the Shareholder’s capacity as a shareholder of the Company) shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Shareholder and entitled to vote or cause to be voted (including act by written consent, if applicable: (i) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Merger Agreement and the Statutory Merger Agreement and in favor of the Merger and the other transactions contemplated by the Merger Agreement or the Statutory Merger Agreement; (ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Statutory Merger Agreement or the Merger or the other transactions contemplated by the Merger Agreement or the Statutory Merger Agreement, including any Acquisition Proposal and any Alternative Acquisition Agreement; and (iii) against any of the following actions, proposals or agreements (other than those actions that relate to the Merger and any other matter necessary for transactions contemplated by the Merger Agreement): (A) any merger, consolidation, amalgamation, business combination, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure, memorandum of association or bye-laws of the Company or any of its Subsidiaries or (E) any action, proposal or agreement that would reasonably be expected to (x) result in a breach of any covenant, representation or warranty of the Company under the Merger Agreement or (y) prevent or materially delay or adversely affect the consummation of the transactions contemplated by Merger. The Shareholder shall retain at all times the Purchase Agreement right to vote its Shares (collectivelyor to direct how its Shares shall be voted) in its sole discretion and without any other limitation on any matters other than those set forth in clauses (i), (ii), and (iii) that are, during the term of this Agreement, at any time or from time to time presented for consideration to the Company’s shareholders generally. (b) In the event that a meeting of the shareholders of the Company is held, the "Transactions") and considered and voted upon Shareholder shall, or shall cause the holder of record of the Shares on any applicable record date to, be present in person or by proxy at any such meeting or made otherwise cause the subject Shares to be counted as present thereat for purposes of establishing a quorum. (c) The Shareholder shall not enter into any such written consentcommitment, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection agreement or understanding with any action Person to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted give instructions in any manner inconsistent with the terms of this Section 3. (including by written consent, if applicabled) all of In the Subject event that the Shareholder acquires or receives any Shares against such Other Proposal. For purposes (or any right or interest therein) after the execution of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits Shareholder shall promptly deliver to Parent a written notice indicating the number of any of the Transactions such Shares (or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent right or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement interest therein) acquired or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1received.

Agreement to Vote Shares. From During the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Term, at any meeting of the stockholders of Company Bristol called to consider and vote upon the adoption and of the Merger Agreement or approval of the Purchase Agreement Spin-Off (if such approval is sought) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption of the Merger Agreement and approval of the Purchase Agreement Spin-Off by written consent of the stockholders of CompanyBristol, each Stockholder shall will vote or cause to be voted (including by written consent, if applicable) all of the such Stockholder's Subject Shares, whether issued, heretofore owned or hereinafter acquired, Shares in favor of the adoption of the Merger Agreement and approval of the Purchase Agreement Spin-Off and in favor of against any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Adverse Proposal. For purposes of this Agreement, (a) the term "Other Term" means the period commencing on the date hereof and ending as of the earlier of (i) the Effective Time and (ii) FelCor's or Bristol's giving of notice of the termination of the Merger Agreement, regardless of whether the validity of such notice or right to exercise termination is being or may thereafter be contested, and (b) the term "Adverse Proposal" means any (xi) Acquisition Proposal Proposal, (as defined ii) any change in the Purchase Agreementcomposition of a majority of the Board of Directors of Bristol, and (iii) or (y) any other intentional action which is intended or could reasonably be expected to impede, interfere withhinder, delay or materially and adversely affect result in the contemplated economic benefits to Parent of any failure of the Transactions Merger to occur. Nothing herein, however, will prohibit or restrict any Stockholder from pledging or otherwise disposing of the other transactions contemplated by this Agreement; (collectively, "Transfer") any Subject Shares, provided, however, that neither (i) in connection with any Transfer of more than 100,000 Subject Shares to a single purchaser effected pursuant to a privately negotiated transaction or series of transactions, any Stockholder will be required to obtain the Transactions nor any other transaction contemplated agreement of such purchaser to be bound by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained covenants in this Section 1.11 and (ii) no Stockholder may Transfer any Subject Shares if, following such Transfer, the aggregate number of Subject Shares that is subject to the provisions of this Agreement would be less than a majority of the issued and outstanding Bristol Common Shares as of the Record Date for the Bristol Stockholders Meeting.

Agreement to Vote Shares. From Until the date hereof through Expiration Date, at every meeting of ------------------------ stockholders of the earlier Company called with respect to any of (athe following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Company with respect to any of the following, the Stockholder shall vote, to the extent not voted by the person(s) appointed under the Closing Date Proxy (as defined in Section 4 hereof), the Purchase AgreementShares: (a) or (b) the termination in favor of approval of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any meeting of the stockholders of Company called to consider Merger and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof)Reorganization Agreement, and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of each of the other actions contemplated by the Reorganization Agreement and the Proxy and any other matter necessary for the action required in furtherance thereof; (b) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Purchase Agreement Reorganization Agreement; (collectivelyc) against any of the following actions (other than those actions that relate to the Merger and the transactions contemplated by the Reorganization Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the "Transactions"Company or any subsidiary of the Company with any party, (B) and considered and voted upon at any such meeting sale, lease or made the subject transfer of any such written consent, as applicable. During the Pre-Closing Period, at any meeting significant part of the stockholders assets of the Company called to consider and vote upon or any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect subsidiary of any Other Proposal by written consent of stockholders of the Company, Stockholder shall vote (C) any reorganization, recapitalization, dissolution, liquidation or cause to be voted (including by written consent, if applicable) all winding up of the Subject Shares against such Other Proposal. For purposes Company or any subsidiary of this Agreementthe Company, the term "Other Proposal" means (D) any (x) Acquisition Proposal (as defined material change in the Purchase Agreement) capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (yE) any other action which that is intended intended, or could reasonably be expected to to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by this the Reorganization Agreement; providedand (d) in favor of waiving any notice that may have been or may be required relating to any reorganization of the Company or any subsidiary of the Company, howeverany reclassification or recapitalization of the capital stock of the Company or any subsidiary of the Company, that neither or any sale of assets, change of control, or acquisition of the Transactions nor Company or any subsidiary of the Company by any other transaction contemplated by person, or any consolidation or merger of the Purchase Agreement Company or any subsidiary of the Company with or into any other person. Prior to be consummated by Companythe Expiration Date, Parent or Purchaser in connection therewith shall constitute an Other Proposal. the Stockholder shall not enter into any agreement or understanding with any person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13.

Agreement to Vote Shares. From Until the date hereof through the earlier of (a) the Closing Expiration Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"below), at any every annual or special meeting of the stockholders of the Company called with respect to consider and vote upon the adoption and approval any of the Purchase Agreement (following, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of stockholders of Companythe Company with respect to any of the following (each such annual, special, adjourned or postponed meeting and written consent, each, a “Stockholder Vote”), each Stockholder shall vote (or cause to be voted), to the extent not voted by the person(s) appointed under the Proxy (including by written consentas defined in Section 2), if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, Shares (and each class thereof) held by such Stockholder: (i) in favor of the adoption and approval of the Asset Purchase Agreement Transaction and in favor of any other matter necessary for actions contemplated by the Proxy Statement and any action required in furtherance thereof; (ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Asset Purchase Transaction and the transactions contemplated by the Proxy Statement; (iii) against any of the following actions (other than those actions that relate to the Asset Purchase Agreement Transaction and the transactions contemplated by the Proxy Statement): (collectivelyA) any Acquisition Proposal or any merger agreement, merger, consolidation, business combination, sale of substantial assets, reorganization or recapitalization of the "Transactions"Company with any party, (B) and considered and voted upon at any such meeting sale, lease or made the subject transfer of any such written consent, as applicable. During the Pre-Closing Period, at any meeting substantial part of the stockholders assets of the Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and other than in connection with the Asset Purchase Transaction), (C) any action to be taken in respect reorganization, recapitalization, dissolution, liquidation or winding up of any Other Proposal by written consent of stockholders of the Company, Stockholder shall vote or cause to be voted (including by written consent, if applicableD) all any material change in the capitalization of the Subject Shares against such Other Proposal. For purposes Company or corporate structure of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) Company; or (yE) any other action which is intended or could that would reasonably be expected to impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Asset Purchase Transaction or any of the other transactions contemplated by this Agreement; providedthe Proxy Statement; (iv) in favor of waiving any notice that may have been or may be required relating to any sale of assets, howeverany reorganization of the Company, that neither change of control or acquisition of the Transactions nor Company by any other transaction contemplated Person, or any consolidation or merger of the Company with or into any other Person; and (v) in favor of any adjournment or postponement recommended by the Company with respect to any stockholder meeting with respect to the Asset Purchase Agreement Transaction. Any such vote shall be cast in accordance with such procedures relating thereto so as to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposalensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote. Each Stockholder shall agrees not to enter into any agreement or understanding commitment with any person or entity Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 1.11.

Agreement to Vote Shares. From Until the date hereof through the earlier Expiration Date, at every meeting of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination stockholders of Thermage called with respect to any of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")following, at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of stockholders of CompanyThermage with respect to any of the following, the Stockholder shall vote or cause to be voted the Shares: (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and issuance of shares of Thermage Common Stock to be issued in favor the Merger; (ii) against approval of any other matter necessary for the proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Purchase Agreement Merger Agreement; and (collectively, the "Transactions"iii) and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of following actions (other than those actions that relate to the other Merger and the transactions contemplated by this the Merger Agreement; provided): (A) any merger, howeverconsolidation, that neither business combination, sale of assets, reorganization or recapitalization of Thermage or any subsidiary of Thermage with any party, (B) any sale, lease or transfer of any significant part of the Transactions nor assets of Thermage or any other transaction contemplated by subsidiary of Thermage, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of Thermage or any subsidiary of Thermage, or (D) any material change in the Purchase Agreement capitalization of Thermage or any subsidiary of Thermage, or the corporate structure of Thermage or any subsidiary of Thermage. Prior to be consummated by Companythe Expiration Date, Parent or Purchaser in connection therewith shall constitute an Other Proposal. the Stockholder shall not enter into any agreement or understanding with any person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13.

Agreement to Vote Shares. (a) From the date hereof through until the earlier of (ax) the Closing Date receipt of Stockholder Approval and (as defined in the Purchase Agreementy) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")June 10, 2019, at any every meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (Company, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of the Company, Stockholder shall the Investors (in the Investors’ capacity as such) agree to, unconditionally and irrevocably, vote, or to cause the holder of record on any applicable record date to vote, all Investor Shares that are then‑owned by the Investor and entitled to vote or cause to be voted (including act by written consent, if applicable: (i) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of any proposal as may be required by the adoption applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of any Second Closing Securities and any Shares of Common Stock issuable upon exercise of the Common Warrants, and in favor of any other matters presented or proposed as to approval of the purchase and sale of the Securities or any part or aspect thereof or any other transactions contemplated by the Securities Purchase Agreement; (ii) against approval of any proposal made in opposition to, in competition with, or inconsistent with, the Securities Purchase Agreement or the purchase and sale of the Securities or any other transactions contemplated by the Securities Purchase Agreement; (iii) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Securities Purchase Agreement, or of the Investors contained in this Agreement; and (iv) in favor of any other matter necessary for or appropriate to the consummation of the transactions contemplated by the Securities Purchase Agreement Agreement, including the purchase and sale of the Securities, subject to the fiduciary duties of such Investor. Each of the Investors shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on any matters other than those set forth in clauses (collectivelyi) through (iv), the "Transactions") and considered and voted upon above, that are at any such meeting time or made from time to time presented for consideration to the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the Company’s stockholders of Company called to consider and vote upon any Other Proposal generally. (as hereinafter definedb) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder The Investors shall not enter into any agreement or understanding with any person Person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13.

Agreement to Vote Shares. From the date hereof through the earlier of (a) Prior to the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Expiration Date, at any every meeting of the stockholders of Company called Merger Partner called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Merger Partner, Stockholder (in Stockholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to consider and be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote upon (i) in favor of adoption of the adoption Merger Agreement and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement thereby (collectively, the "Transactions"“Proposed Transaction”), (ii) and considered and voted upon at any such meeting against the approval or made the subject adoption of any such written consentproposal made in opposition to, as applicable. During or in competition with, the Pre-Closing PeriodProposed Transaction, at and (iii) against any meeting of the stockholders following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving Merger Partner or any of Company called to consider and vote upon its subsidiaries other than the Proposed Transaction; (B) any Other Proposal (as hereinafter defined) (and at any and sale, lease or transfer of all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) substantially all of the Subject Shares against such Other Proposal. For purposes assets of this AgreementMerger Partner or any of its subsidiaries; (C) any reorganization, the term "Other Proposal" means recapitalization, dissolution, liquidation or winding up of Merger Partner or any (x) Acquisition Proposal (as defined in the Purchase Agreement) of its subsidiaries; or (yD) any other action which that is intended intended, or could reasonably be expected expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Merger Partner under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions or any Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Stockholder is the beneficial owner, but not the record holder, of the other transactions contemplated by this Agreement; providedShares, however, that neither Stockholder agrees to take all actions necessary to cause the Transactions nor record holder and any other transaction contemplated by the Purchase Agreement nominees to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative vote all of the provisions and agreements contained Shares in this accordance with Section 1.13(a).

Agreement to Vote Shares. From the date hereof through the earlier of (a) Prior to the Closing Date (as defined in Expiration Date, subject to the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")and conditions hereof, at any every meeting of the stockholders of the Company called to consider and vote upon the adoption and approval of the Purchase Agreement (called, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall vote appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Merger, the Merger Agreement and in favor of any the other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement thereby (collectively, the "Transactions"“Proposed Transaction”), (ii) and considered and voted upon at any such meeting against the approval or made the subject adoption of any such written consentproposal made in opposition to, as applicable. During or in competition with, the Pre-Closing PeriodProposed Transaction, at and (iii) against any meeting of the stockholders following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of Company called to consider and vote upon its Subsidiaries other than the Proposed Transaction; (B) any Other Proposal (as hereinafter defined) (and at any and sale, lease or transfer of all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) substantially all of the Subject Shares against such Other Proposal. For purposes assets of this Agreementthe Company or any of its Subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the term "Other Proposal" means Company or any (x) Acquisition Proposal (as defined in the Purchase Agreement) of its Subsidiaries; or (yD) any other action which that is intended intended, or could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions or any Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Stockholder is the beneficial owner, but not the record holder, of the other transactions contemplated by this AgreementShares, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 3; provided, however, that neither to the Transactions nor extent Stockholder’s beneficial ownership does not include the right or power to vote shares beneficially owned, Stockholder will be obligated only to use reasonable best efforts to cause the record holder and any other transaction contemplated by the Purchase Agreement nominee to be consummated by Company, Parent or Purchaser vote such shares in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding accordance with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13.

Agreement to Vote Shares. From Prior to the Expiration Date, Stockholder hereby agrees to appear, or cause the holder of record of any Shares on any applicable record date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")“Record Holder”) to appear, in person or by proxy, for the purpose of obtaining a quorum at any annual or special meeting of the stockholders of Company called and at any adjournment thereof (a “Meeting”) and on every action or approval by written consent or resolution of the stockholders of Company for the purpose of voting on the Merger Agreement and the transactions contemplated thereby. Prior to consider and the Expiration Date, at every Meeting or on any action or approval taken by written consent, Stockholder shall vote upon the Shares (solely in Stockholder’s capacity as a stockholder of the Company): (a) in favor of adoption of the Merger Agreement and approval of the Purchase Agreement Merger; (and at any and all postponements and adjournments thereof), and in connection with b) against any action to be taken or agreement that would result in respect a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; (c) against approval or adoption and approval of any transaction involving (i) the Purchase Agreement by written consent sale or transfer of stockholders of Company, Stockholder shall vote all or cause to be voted (including by written consent, if applicable) substantially all of the Subject Sharescapital stock of the Company, whether issuedby merger, heretofore owned consolidation or hereinafter acquiredother business combination, in favor (ii) a sale or transfer of all or substantially all of the adoption and approval assets of the Purchase Agreement and in favor Company or its subsidiaries, (iii) a reorganization, recapitalization or liquidation of the Company or its subsidiaries, or (iv) any amendment to the Company’s governing instruments creating any new class of securities of the Company or otherwise affecting the rights of any class of security as currently in effect; and (d) against the following actions (other matter necessary for than the consummation of Merger and the transactions contemplated by the Purchase Agreement Merger Agreement): (collectively, the "Transactions"i) and considered and voted upon at any such meeting or made the subject of Takeover Proposal; (ii) any such written consent, as applicable. During the Pre-Closing Period, at any meeting change in a majority of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all members of the Subject Shares against such Other Proposal. For purposes board of this Agreement, directors of the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) Company; or (yiii) any other action which is intended to, or could reasonably be expected to to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions Merger or any of the other transactions contemplated by the Merger Agreement or this Stockholder Voting Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1.

Agreement to Vote Shares. From the date hereof through the earlier of (a) Prior to the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Expiration Date, at any every meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (called, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of Company (except for Company’s Annual Meeting of Stockholders to be held on May 27, 2014), Stockholder (in Stockholder’s capacity as such) shall vote appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption of the Merger Agreement and the approval of the Purchase Agreement First Merger and in favor of any the other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement thereby (collectively, the "Transactions"“Proposed Transaction”), (ii) and considered and voted upon at any such meeting against the approval or made the subject adoption of any such written consentproposal made in opposition to, as applicable. During or in competition with, the Pre-Closing PeriodProposed Transaction, at and (iii) against any meeting of the stockholders following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation, or business combination involving Company or any of Company called to consider and vote upon its subsidiaries other than the Proposed Transaction; (B) any Other Proposal (as hereinafter defined) (and at any and sale, lease, or transfer of all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) substantially all of the Subject Shares against such Other Proposal. For purposes assets of this AgreementCompany or any of its subsidiaries; (C) any reorganization, the term "Other Proposal" means recapitalization, dissolution, liquidation, or winding up of Company or any (x) Acquisition Proposal (as defined in the Purchase Agreement) of its subsidiaries; or (yD) any other action which that is intended intended, or could reasonably be expected expected, to result in a breach of any covenant, representation, or warranty or any other obligation or agreement of Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay delay, postpone, discourage, or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions or any Proposed Transaction. (b) If Stockholder is the beneficial owner, but not the record holder, of the other transactions contemplated by this Agreement; providedShares, however, that neither Stockholder agrees to take all actions necessary to cause the Transactions nor record holder and any other transaction contemplated by the Purchase Agreement nominees to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative vote all of the provisions and agreements contained Shares in this accordance with Section 1.13(a).

Agreement to Vote Shares. From Except as expressly permitted under Section 5.10 of the date hereof Merger Agreement, Shareholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote (or execute a written consent or consents if shareholders of the Company are requested to vote their shares through the earlier execution of an action by written consent in lieu of any such annual or special meeting of Shareholders of the Company): (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of Merger, the Purchase Merger Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing PeriodMerger Agreement, at any every meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and or in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares shareholders of the Company at which such matters are considered, at every adjournment or postponement thereof or in any other circumstances upon which their vote or other approval is sought; and (b) against such Other (i) any Superior Proposal or any action which is a component of any Superior Proposal. For purposes , (ii) any Acquisition Proposal, (iii) any action, proposal, transaction or agreement which would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement, the term "Other Proposal" means (iv) any (x) Acquisition Proposal (as defined in the Purchase Agreement) action, proposal, transaction or (y) other action which is intended or could agreement that would reasonably be expected to impede, interfere with, delay or materially and delay, discourage, adversely affect or inhibit the contemplated economic benefits timely consummation of the Merger or the fulfillment of the Company’s conditions under the Merger Agreement and (v) a change in any manner to Parent the voting rights of any class of shares of the Transactions Company (including any amendments to the articles of incorporation or any bylaws of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1).

Agreement to Vote Shares. From Until the date hereof through the earlier of (a) the Closing Expiration Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"below), at any every annual or special meeting of the stockholders of the Company called with respect to consider and vote upon the adoption and approval any of the Purchase Agreement (following, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of stockholders of Companythe Company with respect to any of the following (each such annual, special, adjourned or postponed meeting and written consent, each, a “Stockholder Vote”), Stockholder shall vote or cause vote, to be the extent not voted by the person(s) appointed under the Proxy (including by written consentas defined in Section 2), if applicable) all shares of capital stock of the Subject Company as to which Stockholder holds beneficial ownership at the time of such Stockholder Vote (collectively, the “Shares, whether issued, heretofore owned or hereinafter acquired, ”): (i) in favor of the adoption and approval of the Purchase Reorganization Agreement and in favor of any other matter necessary for actions contemplated by the Reorganization Agreement and any action required in furtherance thereof; (ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Purchase Agreement Reorganization Agreement; (collectively, the "Transactions"iii) and considered and voted upon at against any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called following actions (other than those actions that relate to consider the Merger and vote upon the transactions contemplated by the Reorganization Agreement): (A) any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Reorganization Agreement) or any other merger agreement, merger (yother than the Reorganization Agreement and Merger), consolidation, business combination, sale of substantial assets, reorganization or recapitalization of the Company or any subsidiary of the Company with any party, (B) any sale, lease or transfer of any substantial part of the assets of the Company or any subsidiary of the Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of the Company, (D) any material change in the capitalization of the Company or any subsidiary of the Company or corporate structure of the Company or any subsidiary of the Company; or (E) any other action which is intended or could that would reasonably be expected to impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by this the Reorganization Agreement; provided; (iv) in favor of waiving any notice that may have been or may be required relating to any reorganization of the Company or any subsidiary of the Company, howeverany reclassification or recapitalization of the capital stock of the Company or any subsidiary of the Company, that neither any sale of assets, change of control or acquisition of the Transactions nor Company or any subsidiary of the Company by any other transaction contemplated person, or any consolidation or merger of the Company or any subsidiary of the Company with or into any other person; and (v) in favor of any adjournment or postponement recommended by the Purchase Company with respect to any stockholder meeting with respect to the Reorganization Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity and the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1Merger.

Agreement to Vote Shares. From Each Stockholder agrees that, prior to the date hereof through the earlier of (a) the Closing Expiration Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"Section 2 below), at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and at Terrain or any and all postponements and adjournments adjournment or postponement thereof), and or in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of the stockholders of CompanyTerrain, with respect to the Merger, the Merger Agreement or any Acquisition Proposal, such Stockholder shall shall: (a) appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat for purposes of calculating a quorum; (b) from and after the date hereof until the Expiration Date, vote (or cause to be voted voted), or deliver a written consent (including by or cause a written consent, if applicableconsent to be delivered) covering all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, Shares and any New Shares that Stockholder shall be entitled to so vote: (i) in favor of the adoption Terrain Stockholder Matters and approval of the Purchase Agreement Equity Plan Proposals; (ii) against any Acquisition Proposal, or any agreement, transaction, matter or action that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and in favor of any other matter necessary for adversely affect the consummation of the transactions contemplated by Merger and any of the Purchase Agreement other Contemplated Transactions; (collectively, the "Transactions"iii) and considered and voted upon at against any such meeting action or made the subject agreement that would result in a breach of any such written consentrepresentation, as applicable. During warranty, covenant or obligation of Terrain in the Pre-Closing Period, at any meeting Merger Agreement; (iv) against each of the stockholders following actions (other than the Merger and the other Contemplated Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of Company called to consider and vote upon arrangement, share exchange or other business combination involving Terrain, (B) any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof)sale, and in connection with any action to be taken in respect lease, sublease, license, sublicense or transfer of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all a material portion of the Subject Shares against such Other Proposal. For purposes assets of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could Terrain that would reasonably be expected to impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions or Merger and any of the other transactions contemplated by this Agreement; providedContemplated Transactions, however(C) any reorganization, that neither the Transactions nor recapitalization, dissolution or liquidation of any other transaction contemplated by the Purchase Agreement to be consummated by Acquired Company, Parent (D) any amendment to the Company’s Organizational Documents, which amendment would reasonably be expected to impede, interfere with, delay, postpone, discourage or Purchaser materially and adversely affect the consummation of the Merger and any of the other Contemplated Transactions, and (E) any material change in connection therewith shall constitute the capitalization of Terrain or Terrain’s corporate structure; (v) in favor of an Other Proposalamendment of Xxxxxxx’s Organizational Documents to adopt an exculpation provision for Xxxxxxx’s officers; and (vi) to approve any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the approval of the Terrain Stockholder Matters. Stockholder shall not enter into take or commit or agree to take any agreement or understanding action inconsistent with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1foregoing.

Agreement to Vote Shares. From the date hereof through the earlier of (a) Until the Closing Date (as defined in the Purchase Agreement) or (b) the termination Expiration Date, at every meeting of stockholders of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Company, however called, at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of stockholders of Companythe Company with respect to any of the following, Stockholder shall vote or cause vote, to be the extent not voted by the Person(s) appointed under the Proxy (including by written consentas defined below), if applicable) all of the Subject Shares, whether issued, heretofore owned Shares or hereinafter acquired, cause the Shares to be voted: (i) in favor of the (1) adoption and approval of the Purchase Agreement Merger Agreement, the Merger and in favor of any all other matter necessary for the consummation of the actions and transactions contemplated by the Purchase Merger Agreement or the Proxy and (collectively, 2) any other actions presented to holders of shares of capital stock of the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consentCompany that are necessary, as applicable. During determined by Parent and the Pre-Closing PeriodCompany, at any meeting in furtherance of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Merger Agreement, the term "Other Proposal" means Merger and the other actions and transactions contemplated by the Merger Agreement or the Proxy; (ii) against (1) approval of any proposal made in opposition to, or in competition with, the Merger Agreement or consummation of the Merger and the other transactions contemplated by the Merger Agreement or the Proxy, and (x2) Acquisition Proposal (as defined any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Purchase Merger Agreement; and (iii) against (1) any merger agreement or merger (other than the Merger Agreement and the Merger), Acquisition Proposal, consolidation, business combination, reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any Subsidiary of the Company, (2) any sale, lease, license or transfer of any significant part of the assets of the Company or any Subsidiary of the Company, except if such action is permitted under the Merger Agreement, (C) any material change in the capitalization of the Company or any Subsidiary of the Company, or the corporate structure of the Company or any Subsidiary of the Company, except if such action is permitted under the Merger Agreement, or (yD) any amendment of the Company’s or any Subsidiary’s charter documents or any other action which that is intended intended, or could reasonably be expected to expected, to, in any manner impede, frustrate, prevent, nullify, interfere with, delay delay, postpone, discourage or materially and otherwise adversely affect the contemplated economic benefits to Parent of any of Merger Agreement, the Transactions Merger or any of the other transactions contemplated by this the Merger Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. . (b) Stockholder shall not enter into any agreement or understanding with any person to vote or entity the effect of which would be give instructions in any manner inconsistent or violative of the provisions and agreements contained in with this Section 1.14.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any At every meeting of the stockholders of the Company called called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company, the Stockholder (in his or her capacity as such) shall, or shall cause the holder of record on any applicable record date to, to consider the extent not voted by the persons appointed under the Proxy, vote the Shares: 3.1 in favor of approval of the Merger and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof)Merger Agreement, and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of each of the other actions contemplated by the Merger Agreement and the Proxy and any other action required in furtherance thereof; 3.2 in favor of any matter necessary for that could reasonably be expected to facilitate the Merger; 3.3 against approval of any proposal made in opposition to, or in competition with, consummation of the Merger or the transactions contemplated by the Purchase Agreement Merger Agreement, including any Takeover Proposal; and 3.4 against any of the following actions (collectivelyother than those actions that relate to the Merger and the transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the "Transactions"Company or any subsidiary of the Company with any party, (B) and considered and voted upon at any such meeting sale, lease or made the subject transfer of any such written consent, as applicable. During the Pre-Closing Period, at any meeting significant part of the stockholders assets of the Company called to consider and vote upon or any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect subsidiary of any Other Proposal by written consent of stockholders of the Company, Stockholder shall vote (C) any reorganization, recapitalization, dissolution, liquidation or cause to be voted (including by written consent, if applicable) all winding up of the Subject Shares against such Other Proposal. For purposes Company or any subsidiary of this Agreementthe Company, the term "Other Proposal" means (D) any (x) Acquisition Proposal (as defined material change in the Purchase Agreement) capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (yE) any other action which that is intended intended, or could reasonably be expected to to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by this the Merger Agreement or any action that would constitute a breach of any covenant of the Company pursuant to the Merger Agreement; provided. The Stockholder further agrees that if a meeting is held the Stockholder shall, howeveror shall cause the holder of record on any applicable record date to, that neither appear at such meeting or otherwise cause the Transactions nor any other transaction contemplated by the Purchase Agreement Shares to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect counted as present thereat for purposes of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1establishing a quorum.

Agreement to Vote Shares. (a) From the date hereof through until the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Expiration Date, at any every meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (Company, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of the Company, the Stockholder shall vote (in the Stockholder’s capacity as such) agrees to (x) appear at each such meeting or otherwise cause all such Shares to be voted counted as present thereat for purpose of determining a quorum, and (including y) be present (in person or by proxy) and, unconditionally and irrevocably, vote, or to direct the holder of record on any applicable record date to vote, all Shares that are then-owned by the Stockholder and entitled to vote, or act by written consent, if applicable: (i) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption of the Merger Agreement, and in favor of any other matters presented or proposed as to approval of the Purchase Agreement and Offer, the Merger or any part or aspect thereof or any other transactions contemplated by the Merger Agreement; (ii) against approval of any proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement, the Offer or the Merger or any other transactions contemplated by the Merger Agreement; (iii) against any of the following actions (other than those actions that relate to the Offer, the Merger or any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its subsidiaries, (B) any sale, lease or transfer of a material amount of the assets of the Company or any of its subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its subsidiaries, (D) any material change in the capitalization of the Company or any of its subsidiaries, or the corporate structure of the Company or any of its subsidiaries or other change in the Company’s organizational documents, (E) any Acquisition Proposal or (F) any other action that would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Offer, the Merger or any other transactions contemplated by the Merger Agreement; (iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement; and (v) in favor of any other matter necessary for or appropriate to the consummation of the transactions contemplated by the Purchase Agreement (collectivelyMerger Agreement, including the Offer or the Merger. Until the Stockholder’s Shares are accepted for purchase in the Offer, the "Transactions"Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on any matters other than those set forth in clauses (i) and considered and voted upon through (v), above, that are at any such meeting time or made from time to time presented for consideration to the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the Company’s stockholders of Company called to consider and vote upon any Other Proposal generally. (as hereinafter definedb) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. The Stockholder shall not enter into any agreement or understanding with any person Person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.14.

Agreement to Vote Shares. From The Shareholder hereby agrees that, at all times during the date hereof through period commencing with the earlier execution and delivery of (athis Agreement until the Expiration Date, at every meeting of the shareholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any of the following, the Shareholder shall vote, to the extent not voted by the Person(s) appointed under the Closing Date Proxy (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"Section 4 hereof), at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement Shares: (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicablea) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Merger Agreement and the approval of the Merger, and in favor of each of the other actions contemplated by the Merger Agreement and any other matter necessary for the action required in furtherance thereof; (b) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the other transactions contemplated by the Purchase Agreement Merger Agreement; (collectivelyc) against any of the following actions (other than those actions that relate to the Merger and the other transactions contemplated by the Merger Agreement): (i) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the "Transactions"Company or any subsidiary of the Company with any other Person, (ii) and considered and voted upon at any such meeting sale, lease or made the subject transfer of any such written consent, as applicable. During the Pre-Closing Period, at any meeting significant part of the stockholders assets of the Company called to consider and vote upon or any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect subsidiary of any Other Proposal by written consent of stockholders of the Company, Stockholder shall vote (iii) any reorganization, recapitalization, dissolution, liquidation or cause to be voted (including by written consent, if applicable) all winding up of the Subject Shares against such Other Proposal. For purposes Company or any subsidiary of this Agreementthe Company, the term "Other Proposal" means (iv) any (x) Acquisition Proposal (as defined change in the Purchase Agreement) capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (yv) any other action which that is intended intended, or could reasonably be expected to to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by this the Merger Agreement; providedand (d) in favor of waiving any notice that may have been or may be required relating to any reorganization of the Company or any subsidiary of the Company, howeverany reclassification or recapitalization of the capital stock of the Company or any subsidiary of the Company, that neither or any sale of assets, change of control, or acquisition of the Transactions nor Company or any subsidiary of the Company by any other transaction contemplated by Person, or any consolidation or merger of the Purchase Agreement Company or any subsidiary of the Company with or into any other Person. Prior to be consummated by Companythe Expiration Date, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder the Shareholder shall not enter into any agreement or understanding with any person Person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any At every meeting of the stockholders of the Company called to consider and vote upon the adoption and approval of the Purchase Agreement (called, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of the Company, Stockholder (in his or her capacity as such) shall vote vote, to the extent not voted by the Person(s) appointed under the Proxy (as defined below), the Shares or cause the Shares to be voted voted: (including by written consent, if applicablea) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of adoption of the adoption and Merger Agreement, approval of the Purchase Agreement Merger and any action in favor furtherance thereof; (b) against approval of any other matter necessary for the proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Purchase Agreement Merger Agreement; and (collectivelyc) against any of the following actions to the extent such actions are prohibited by the Merger Agreement: (i) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the "Transactions"Company with any party, (ii) and considered and voted upon at any such meeting sale, lease or made the subject transfer of any such written consent, as applicable. During the Pre-Closing Period, at any meeting significant part of the stockholders assets of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of the Company, Stockholder shall vote (iii) any reorganization, recapitalization, dissolution, liquidation or cause to be voted (including by written consent, if applicable) all winding up of the Subject Shares against such Other Proposal. For purposes of this AgreementCompany, the term "Other Proposal" means (iv) any (x) Acquisition Proposal (as defined material change in the Purchase Agreement) capitalization of the Company or the Company's corporate structure, or (yv) any other action which that is intended intended, or could reasonably be expected to to, impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by the Merger Agreement. Notwithstanding any provision of this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Companythe contrary, Parent nothing in this Agreement shall limit or Purchaser restrict Stockholder from acting in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement Stockholder's capacity as a director or understanding with any person or entity the effect of which would be inconsistent or violative officer of the provisions Company (it being understood that this Agreement shall apply to Stockholder solely in Stockholder's capacity as a stockholder of Company) or voting in Stockholder's sole discretion on any matter other than those matters referred to in subsections (a), (b) and agreements contained in this Section 1.1(c) above.

Agreement to Vote Shares. (a) From the date hereof through until the earlier of (ax) the Closing Date receipt of Keryx Shareholder Approval and (as defined in the Purchase Agreement) or (by) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Expiration Date, at any every meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (Keryx, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of CompanyKeryx, the Stockholder shall (in the Stockholder’s capacity as such) agrees to, unconditionally and irrevocably, vote, or to cause the holder of record on any applicable record date to vote, all Shares that are then-owned by the Stockholder and entitled to vote or cause to be voted (including act by written consent, if applicable: (i) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption of the Merger Agreement, and in favor of any other matters presented or proposed as to approval of the Purchase Merger or any part or aspect thereof or any other transactions contemplated by the Merger Agreement; (ii) against approval of any proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving Keryx or any Keryx Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of Keryx or any Keryx Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of Keryx or any Keryx Subsidiaries, (D) any material change in the capitalization of Keryx or any Keryx Subsidiaries, or the corporate structure of Keryx or any Keryx Subsidiaries, (E) any Acquisition Proposal or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement; (iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Akebia contained in the Merger Agreement, or of the Stockholder contained in this Agreement; and (v) in favor of any other matter necessary for or appropriate to the consummation of the transactions contemplated by the Purchase Agreement Merger Agreement, including the Merger. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on any matters other than those set forth in clauses (collectivelyi) through (v), the "Transactions") and considered and voted upon above, that are at any such meeting time or made from time to time presented for consideration to the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the Company’s stockholders of Company called to consider and vote upon any Other Proposal generally. (as hereinafter definedb) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. The Stockholder shall not enter into any agreement or understanding with any person Person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined Shareholder agrees that, while this Agreement is in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")effect, at any meeting of shareholders of CenterState, however called, or at any adjournment thereof, or in any other circumstances in which Shareholder is entitled to vote, consent or give any other approval, except as otherwise agreed to in writing in advance by NCC, Shareholder shall: (a) appear at each such meeting or otherwise cause the stockholders Shares to be counted as present thereat for purposes of Company called calculating a quorum; and (b) vote (or cause to consider and be voted), in person or by proxy, all the Shares as to which Shareholder has, directly or indirectly, the right to vote upon or direct the voting, (i) in favor of adoption and approval of the Purchase CenterState Share Issuance and any other matters required to be approved by the CenterState shareholders to permit consummation of the Merger and the transactions contemplated by the Merger Agreement (and at including, without limitation, any and all postponements and adjournments amendments or modifications of the terms thereof adopted in accordance with the terms thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted ; (including by written consent, if applicableii) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the CenterState Share Issuance; (iii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other matter necessary for obligation or agreement of CenterState contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any action, agreement or transaction that is intended, or is reasonably expected by the Shareholder, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of the transactions contemplated by the Purchase Merger Agreement (collectively, the "Transactions") and considered and voted upon at or this Agreement. Shareholder further agrees not to vote or execute any such meeting written consent to rescind or made the subject of amend in any such manner any prior vote or written consent, as applicable. During a shareholder of CenterState, to approve or adopt the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and Merger Agreement unless this Agreement shall have been terminated in connection accordance with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1its terms.

Agreement to Vote Shares. From the date hereof through the earlier of (a) Stockholder hereby agrees to appear, or cause the Closing Date (as defined in holder of record on any applicable record date to appear for the Purchase Agreement) purpose of obtaining a quorum at any annual or (b) the termination special meeting of stockholders of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), Company and at any adjournment thereof at which matters relating to the Merger, the Merger Agreement or any transaction contemplated thereby are considered. At every meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (Company, and at any and all postponements and adjournments every adjournment thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of the Company, Stockholder (in his or her capacity as such) shall vote vote, or cause the Shares to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquiredvoted, in favor of approval and adoption of the adoption Merger Agreement and the approval of the Purchase Agreement Merger and in favor of any each other matter necessary for the consummation of the transactions action contemplated by the Purchase Merger Agreement and any action required in furtherance hereof or thereof. (collectively, the "Transactions"b) and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any At every meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (the Company, and at any every adjournment thereof and all postponements and adjournments thereof), and in connection with any on every action to be taken in respect of any Other Proposal or approval by written consent of the stockholders of the Company, Stockholder shall vote vote, or cause the Shares to be voted voted, against (including i) any Acquisition Proposal (in his capacity as such), (ii) any dissolution, liquidation or winding up of or by written consent, if applicablethe Company or (iii) all any amendment of the Subject Shares against such Other Proposal. For purposes Certificate of this Incorporation or by-laws of the Company or other proposal or transaction involving the Company, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any material provision of the Merger Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) Merger or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Merger Agreement to be consummated by or change in any manner the voting rights of any class of the Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal's capital stock. Stockholder shall not enter into commit or agree to take any agreement or understanding action inconsistent with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1foregoing.

Agreement to Vote Shares. From Except as expressly permitted under Section 5.10 of the date hereof Merger Agreement, Shareholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote (or execute a written consent or consents if shareholders of the Company are requested to vote their shares through the earlier execution of an action by written consent in lieu of any such annual or special meeting of Shareholders of the Company): (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of Merger, the Purchase Merger Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing PeriodMerger Agreement, at any every meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and or in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares shareholders of the Company at which such matters are considered, at every adjournment or postponement thereof or in any other circumstances upon which their vote or other approval is sought; and (b) against such Other (i) any Superior Proposal or any action which is a component of any Superior Proposal. For purposes , (ii) any Acquisition Proposal, (iii) any action, proposal, transaction or agreement which would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement, the term "Other Proposal" means (iv) any (x) Acquisition Proposal (as defined in the Purchase Agreement) action, proposal, transaction or (y) other action which is intended or could agreement that would reasonably be expected to impede, interfere with, delay or materially and delay, discourage, adversely affect or inhibit the contemplated economic benefits timely consummation of the Merger or the fulfillment of the Company's conditions under the Merger Agreement and (v) a change in any manner to Parent the voting rights of any class of shares of the Transactions Company (including any amendments to the articles of incorporation or any bylaws of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1).

Agreement to Vote Shares. From the date hereof through the earlier of (a) Prior to the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Expiration Date, at any every meeting of the stockholders of the Company called to consider and vote upon the adoption and approval of the Purchase Agreement (called, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall vote appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption of the Merger Agreement and the approval of the Purchase Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement thereby (collectively, the "Transactions"“Proposed Transaction”), (ii) and considered and voted upon at any such meeting against the approval or made the subject adoption of any such written consentproposal made in opposition to, as applicable. During or in competition with, the Pre-Closing PeriodProposed Transaction, at and (iii) against any meeting of the stockholders following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving the Company or any of Company called to consider and vote upon its subsidiaries other than the Proposed Transaction; (B) any Other Proposal (as hereinafter defined) (and at any and sale, lease or transfer of all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) substantially all of the Subject Shares against such Other Proposal. For purposes assets of this Agreementthe Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the term "Other Proposal" means Company or any (x) Acquisition Proposal (as defined in the Purchase Agreement) of its subsidiaries; or (yD) any other action which that is intended or could reasonably be expected to would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions or any Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If Stockholder is the beneficial owner, but not the record holder, of the other transactions contemplated by this Agreement; providedShares, however, that neither Stockholder agrees to take all commercially reasonable actions necessary to cause the Transactions nor record holder and any other transaction contemplated by the Purchase Agreement nominees to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative vote all of the provisions and agreements contained Shares in this accordance with Section 1.13(a).

Agreement to Vote Shares. From the date hereof through the earlier of (a) Prior to the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Expiration Date, at any every meeting of the stockholders shareholders of Company called at which any of the following is considered or voted upon, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of Company with respect to consider and any of the following, each Shareholder shall vote upon (or cause to be voted) the Shares in favor of adoption of the Merger Agreement and approval of the Purchase Agreement Merger and any other transactions contemplated by the Merger Agreement. (b) Prior to the Expiration Date, at every meeting of the shareholders of Company at which any of the following is considered or voted upon, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of stockholders the shareholders of CompanyCompany with respect to any of the following, Stockholder each Shareholder shall vote (or cause to be voted voted) the Shares against (including i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, share exchange, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by written consentor involving Company, if applicable(ii) all any Competing Transaction and (iii) any amendment of Company's certificate of incorporation or by-laws or other proposal or transaction involving Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Merger Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) Merger or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Merger Agreement or change in any manner the voting rights of any class of capital stock of Company (each a "Frustrating Transaction"). No Shareholder shall commit or agree to be consummated by take any action inconsistent with the foregoing. (c) Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict any Shareholder from (i) acting in his or her capacity as a director or officer of Company, Parent to the extent applicable, it being understood that this Agreement shall apply to each Shareholder solely in his or Purchaser her capacity as a shareholder of Company or (ii) voting in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into his or her sole discretion on any agreement matter other than those matters referred to in Section 2(a) or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.12(b).

Agreement to Vote Shares. From Stockholder hereby covenants and agrees that during the period commencing on the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase and continuing until this Agreement in accordance with its terms (the "Pre-Closing Period")terminates pursuant to Section 4 hereof, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof)Company, however called, and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of the stockholders of the Company, Stockholder shall appear at the meeting or otherwise cause any and all Shares to be counted as present thereat for purposes of establishing a quorum and vote (or cause to be voted voted) any and all Shares: (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and Company Stockholder Proposal (to the extent it relates solely to the approval of the Purchase Agreement Merger and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement Merger Agreement); and (collectively, the "Transactions"ii) and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions following (or any agreement to enter into, effect, facilitate or support any of the following): (A) any Acquisition Proposal; (B) any merger agreement or merger (other transactions contemplated than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by this Agreementthe Company; provided, however, that neither or (C) any amendment of the Transactions nor Company’s Certificate of Incorporation or Bylaws or any other proposal or transaction involving the Company, the purpose of which amendment or other proposal or transaction is to delay, prevent or nullify the Merger or the transaction contemplated by the Purchase Merger Agreement to be consummated by Companyor change in any manner the voting rights of any capital stock of the Company (collectively, Parent or Purchaser in connection therewith shall constitute an Other Proposal“Frustrating Transactions”). Stockholder shall further agrees not to enter into any written or oral agreement or understanding with any person or entity the effect of which would be inconsistent with or violative of the provisions and agreements any provision contained in this Section 1.11.2. Any vote by the Stockholder that is not in accordance with this Section 1.2 shall be considered null and void. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall be construed to limit or restrict any representative of Stockholder from acting in his or her capacity as a director of the Company or voting in Stockholder’s sole discretion on any matter other than those matters referred to in the first sentence of this Section 1.2.

Agreement to Vote Shares. From the date hereof through the earlier of (a) Prior to the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Expiration Date, at any every meeting of the stockholders of the Company called to consider and vote upon the adoption and approval of the Purchase Agreement (called, and at any and all postponements and adjournments every adjournment or postponement thereof), and and, in connection with any the event the Company determines to seek stockholder action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consents, on every such action or approval by written consent of the stockholders of the Company, the Stockholder (solely in the Stockholder’s capacity as such) shall, or shall cause the holder of record on any applicable record date to, vote the Shares: (i) in favor of the Merger, the adoption, execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof, and each of the actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance hereof or thereof; (ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger or any other transactions contemplated by the Merger Agreement; and (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the Company or any subsidiary of the Company with any party, (B) any sale, lease or transfer of any significant part of the assets of the Company or any subsidiary of the Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of the Company, (D) any material change in the capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (E) any other action or agreement that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. (b) The Stockholder agrees that the Shares that are entitled to be voted shall be voted (or cause to be voted (including by written consentvoted) as set forth in Section 3(a) whether or not the Stockholder’s vote, if applicable) all consent or other approval is sought on only one or any combination of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, matters set forth in favor clauses (i)-(iii) of the adoption Section 3(a) above and approval of the Purchase Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made time following the subject date of any such written consent, as applicable. During this Agreement but prior to the Pre-Closing Period, at any Expiration Date. (c) In the event that a meeting of the stockholders of the Company called is held prior to consider and vote upon the Expiration Date, the Stockholder shall, or shall cause the holder of record on any Other Proposal (as hereinafter defined) (and applicable record date to, appear at any and all postponements and adjournments thereof), and in connection with any action such meeting or otherwise cause the Shares to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For counted as present thereat for purposes of this Agreement, the term "Other Proposal" means any establishing a quorum. (xd) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. The Stockholder shall not enter into any agreement or understanding with any person Person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13.

Agreement to Vote Shares. From the date hereof through the earlier of (a) Until the Closing Date (as defined in Expiration Date, at the Purchase Agreement) comScore Stockholder Meeting and at every other stockholder meeting of comScore called to consider the comScore Voting Proposal, and at every postponement or (b) the termination adjournment thereof, and on every action or approval by written consent of comScore Stockholders with respect to any of the Purchase following, Stockholder shall vote all outstanding Shares and any outstanding New Shares: (i) in favor of the adoption of the Merger Agreement and any action reasonably requested by Rentrak in accordance with its terms (furtherance of the "Pre-Closing Period")foregoing, at including any proposal to adjourn or postpone any meeting of the stockholders of Company called to consider comScore at which the adoption of the Merger Agreement is submitted for the consideration and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called comScore to consider and vote upon any Other Proposal a later date if there are not proxies representing a sufficient number of shares of comScore Common Stock to approve such matters on the date on which the meeting is held; (as hereinafter definedii) (and at any and all postponements and adjournments thereof), and in connection with against any action or agreement that would reasonably be expected to be taken result in respect (i) a breach of any Other Proposal by written consent covenant, representation or warranty or any other obligation or agreement of stockholders comScore contained in the Merger Agreement, or of Company, any Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of contained in this Agreement, or (ii) any of the term "Other Proposal" means conditions set forth in Section 2.2 of the Merger Agreement not being satisfied on or before the Initial Termination Date; (iii) against any (x) Acquisition Proposal made by any Person (as defined in other than Rentrak) and any Acquisition Transaction proposed by any Person (other than Rentrak); and (iv) against any other action, agreement or transaction involving comScore or any of the Purchase Agreement) comScore Subsidiaries that is intended, or (y) other action which is intended or could would reasonably be expected expected, to impede, interfere with, delay or materially and delay, postpone, adversely affect or prevent the contemplated economic benefits to Parent of any consummation of the Transactions Merger or the other material transactions contemplated by the Merger Agreement or this Agreement or the performance by comScore of its obligations under the Merger Agreement or by any Stockholder of its obligations under this Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving comScore or the comScore Subsidiaries (other than the Merger), (y) a sale, lease or transfer of a material amount of assets of comScore or any of the comScore Subsidiaries or any reorganization, recapitalization or liquidation of comScore or any of its Subsidiaries or (z) any change in the present capitalization of comScore or any amendment or other transactions contemplated by this Agreement; providedchange to its certificate of incorporation or bylaws. (b) Prior to the Expiration Date, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person to vote or entity the effect of which would be give instructions in any manner inconsistent or violative of the provisions and agreements contained in with this Section 1.12.

Agreement to Vote Shares. From Subject to the terms of this Agreement, each Holder irrevocably and unconditionally agrees that, from the date hereof through of this Agreement and until the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Termination Time, at any every meeting of the stockholders of Company called the Company, however called, with respect to consider any of the following, and vote at every adjournment or postponement thereof, or in any other circumstances upon the adoption and which a vote, consent or other approval of all or some of the Purchase Agreement (and at any and all postponements and adjournments thereof)stockholders of the Company is sought, and in connection with any on every action or approval proposed to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of the stockholders of Companythe Company with respect to any of the following, Stockholder each Holder shall appear at such meeting (in person or by proxy) or otherwise cause the Shares (to the extent that any of the Shares are not purchased in the Offer) to be counted as present for purposes of calculating a quorum and shall vote (or cause to be voted voted) or deliver a written consent (including by or cause a written consent, if applicableconsent to be delivered) covering all of the Subject SharesShares that such Holder is entitled to so vote, whether issued, heretofore owned or hereinafter acquired, in each case to the fullest extent that such Holder’s Shares are entitled to vote: (1) in favor of the adoption Merger and approval of the Purchase other Transactions contemplated by the Merger Agreement and in favor of adopting the Merger Agreement and (2) against (a) any action that would (or would be reasonably expected to) directly result in a breach of any covenant, representation or warranty or any other matter necessary for the consummation obligation or agreement of the transactions contemplated by Company contained in the Purchase Agreement (collectivelyMerger Agreement, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and Holder contained in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, in either case, that would result in any Offer Condition being unsatisfied at the term "Other Proposal" means Expiration Date, (b) any other action, transaction, proposal, or agreement relating to the Company that would (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could would reasonably be expected to to) prevent, nullify or materially impede, interfere with, delay frustrate, delay, postpone or materially and adversely affect the contemplated economic benefits to Parent of Transactions, (c) any change in the present capitalization of the Transactions Company or any amendment of the other transactions contemplated certificate of incorporation of the Company prohibited by the Merger Agreement, or (d) subject to the right to terminate this Agreement; providedAgreement pursuant to Section 8(e), howeverany Acquisition Proposal. Each Holder shall retain at all times the right to vote the Shares in such Holder’s sole discretion, that neither the Transactions nor and without any other transaction contemplated by the Purchase Agreement to be consummated by Companylimitation, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into on any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained matters other than those set forth in this Section 1.13 that are at any time or from time to time presented for consideration to the Company’s stockholders. For the avoidance of doubt, nothing in this Agreement shall require any Holder to vote, cause to be voted or otherwise consent to any amendment to the Merger Agreement (including any schedule or exhibit thereto) or the taking of any action that could result in the amendment, modification or a waiver of a provision therein, in any such case, in a manner that (i) decreases the amount or changes the form of the Offer Price or the Merger Consideration, (ii) imposes any material restrictions or additional conditions on the consummation of the Offer, the Merger or the other Transactions, or the payment of the Offer Price and the Merger Consideration to stockholders, (iii) extends the Termination Date (as defined below) or (iv) amends any other term or condition of the Merger Agreement that is adverse to any Holder’s rights under the Merger Agreement.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any At every meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (Trulia, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of CompanyTrulia, the Stockholder shall (in the Stockholder’s capacity as such) agrees to, unconditionally and irrevocably, to the extent not voted by the Person(s) appointed under the Proxy, or to cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or cause to be voted (including act by written consent, if applicable: (i) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption of the Merger Agreement, and in favor of any other matters presented or proposed as to approval of the Purchase Mergers or any part or aspect thereof or any other transactions contemplated by the Merger Agreement; (ii) against approval of any proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement or the Mergers or any other transactions contemplated by the Merger Agreement; (iii) against any of the following actions (other than those actions that relate to the Mergers and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving Trulia or any Trulia Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of Trulia or any Trulia Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of Trulia or any Trulia Subsidiaries, (D) any material change in the capitalization of Trulia or any Trulia Subsidiaries, or the corporate structure of Trulia or any Trulia Subsidiaries, (E) any Competing Transaction Proposal or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Mergers or any other transactions contemplated by the Merger Agreement; (iv) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Trulia contained in the Merger Agreement, or of the Stockholder contained in this Agreement; and (v) in favor of any other matter necessary for or appropriate to the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Merger Agreement, including the term "Other Proposal" means any Mergers. (xb) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. The Stockholder shall not enter into any agreement or understanding with any person Person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13.

Agreement to Vote Shares. From 1.1. Each Holder agrees during the date hereof through term of this Agreement to appear (in person or by proxy) at the earlier Company Stockholder Meeting (including any adjournment or postponement thereof) and to cause all of such Holder’s Shares to be counted as present thereat for purposes of calculating a quorum and to vote all of such Holder’s Shares (a) in favor of the Closing Date adoption of the Merger Agreement and any other matter or action necessary or appropriate to, or in furtherance of, the consummation of the Merger (as defined including, for the avoidance of doubt, any proposal to adjourn the Company Stockholder Meeting to a later date if there are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held, and any proposal to approve, on an advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Purchase AgreementMerger) or and (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any meeting of the stockholders of Company called to consider and vote upon the adoption and against approval of any proposal made in opposition to, in competition with, or inconsistent with, the Purchase Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement. 1.2. Each Holder agrees during the term of this Agreement not to (and at a) enter into any and all postponements and adjournments thereof)agreement or understanding with, and in connection with or give instructions to, any action Person to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted any of such Holder’s Shares in any manner inconsistent with the terms of this Section 1, (including by written consentb) grant any proxy, if applicableconsent or power of attorney with respect to such Holder’s Shares in any manner inconsistent with the terms of this Section 1 or (c) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of take any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any action that would prevent or impair such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called Holder’s ability to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of satisfy its obligations under this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1.

Agreement to Vote Shares. From The Stockholder agrees that, prior to the date hereof through the earlier of (a) the Closing Expiration Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"Section 2 below), at any meeting of the stockholders of Company called to consider Parent or any adjournment or postponement thereof, the Stockholder shall: (a) appear at such meeting or otherwise cause the Shares and vote upon the adoption and approval of the Purchase Agreement any New Shares (and at any and all postponements and adjournments thereof), and as defined in connection with any action Section 3 below) to be taken in respect counted as present thereat for purposes of calculating a quorum; and (b) from and after the adoption and approval of date hereof until the Purchase Agreement by written consent of stockholders of CompanyExpiration Date, Stockholder shall vote (or cause to be voted (including by written consent, if applicablevoted) all of the Subject Shares and any New Shares (as such term is defined below) that Stockholder shall be entitled to so vote (the “Covered Shares, whether issued, heretofore owned or hereinafter acquired, ”): (i) in favor of the adoption and approval of the Purchase Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicableA) all of the Subject Shares against such Other Proposal. For purposes of this AgreementParent Stockholder Proposals, the term "Other Proposal" means (B) any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or matter that could reasonably be expected to impedefacilitate the Mergers, the Concurrent PIPE Investment and the Transactions, and (C) against any Acquisition Proposals for the Parent, or any agreement, transaction or other matter that is intended to, or would reasonably be expected to impeded, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions Mergers, the Concurrent PIPE Investment or the Transactions; and (ii) to approve any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption of the other transactions contemplated by this Agreement; provided, however, that neither Merger Agreement on the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposaldate on which such meeting is held. Stockholder shall not enter into take or commit or agree to take any agreement action inconsistent with the foregoing. For the avoidance of doubt, the Stockholder and its controlled Affiliates shall retain at all times the right to vote, respectively, the Covered Shares held by it or understanding with them in its and their sole discretion and without any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained limitation on any matter other than those set forth in this Section 1.11 that is at any time or from time to time presented for consideration to the Parent’s stockholders.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at At any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and Parent or at any and all postponements and adjournments adjournment thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Companyor in any other circumstances upon which Securityholder’s vote, Stockholder consent or other approval is sought, Securityholder shall vote (or cause to be voted (including by written consentvoted), if as applicable) , all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, Securities that are then entitled to be voted: (i) in favor of: (1) the Parent Stock Issuance, and (2) any proposal to adjourn or postpone such meeting of stockholders of Parent to a later date if there are not sufficient votes to approve the adoption Parent Stock Issuance; and approval of the Purchase Agreement and in favor of (ii) against (1) any other matter necessary for the consummation Parent Acquisition Proposal, or any of the transactions contemplated by the Purchase Agreement thereby, (collectively2) any action, the "Transactions") and considered and voted upon at any such meeting proposal, transaction, or made the subject agreement which could reasonably be expected to result in a breach of any such written consentcovenant, as applicable. During representation or warranty, or any other obligation or agreement of Parent under the Pre-Closing Period, at any meeting Merger Agreement or of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of Securityholder under this Agreement, the term "Other Proposal" means and (3) any (x) Acquisition Proposal (as defined in the Purchase Agreement) action, proposal, transaction, or (y) other action which is intended or agreement that could reasonably be expected to impede, interfere with, delay delay, discourage, adversely affect, or materially and adversely affect inhibit the contemplated economic benefits to Parent of any timely consummation of the Transactions or the fulfillment of Parent or Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of Parent (including any amendments to the Parent Charter or Parent Bylaws). Securityholder agrees that the Subject Securities that are entitled to be voted shall be voted (or caused to be voted) as set forth in the preceding sentence whether or not such Securityholder’s vote, consent or other approval is sought on only one or on any combination of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained matters set forth in this Section 1.12 and at any time or at multiple times during the term of this Agreement.

Agreement to Vote Shares. From During the date hereof through the earlier term of (a) the Closing Date (as defined in the Purchase this Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), ------------------------ at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Merger Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Merger Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, Shares in favor of the adoption and approval of the Purchase Merger Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Merger Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Periodterm of this Agreement, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (), and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (xa) Acquisition Takeover Proposal (as defined in the Purchase Merger Agreement) or (yb) other action which is intended or could reasonably be expected to materially impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement; provided, however, that neither the Transactions Merger nor any other transaction contemplated by the Purchase Merger Agreement to be consummated by Company, Parent or Purchaser in connection therewith with the Merger shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1.

Agreement to Vote Shares. From Each Stockholder agrees, as to himself, that he will vote the date hereof through shares of Common Stock held of record or beneficially by him (including the earlier of (a) the Closing Date shares set forth opposite his name on Exhibit A and any New Company Securities (as defined in the Purchase Agreement) Section 4 hereof)), or (b) the termination will, if applicable, cause any holder of record of the Purchase Agreement in accordance with its terms shares of Common Stock owned beneficially by him (the "Pre-Closing Period"including, any New Company Securities), to vote the shares of Common Stock and New Company Securities at any every meeting of the stockholders of the Company called to consider and vote upon the adoption and approval of the Purchase Agreement (at which such matters are considered and at any and all postponements and adjournments thereof), every adjournment thereof and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of the stockholders of Companythe Company (including, Stockholder shall vote or cause to be voted (including by written consentwithout limitation, if applicable) all the 2010 Annual Meeting of Stockholders of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, Company): (a) in favor of the adoption and approval consummation of the Purchase Agreement Transactions and in favor of any other matter all actions necessary for to facilitate the consummation of the transactions Transactions, (b) in favor of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least 149,669,463, (c) in favor of approving the issuance of shares of Common Stock upon conversion of the Company Convertible Debt (including, in each case, any shares issuable as a result of antidilution adjustments pursuant to the terms of the Company Convertible Debt) or as otherwise contemplated by the Purchase Agreement terms of the Notes and Warrants, (collectivelyd) against any action or agreement that would result, the "Transactions") and considered and voted upon at or would be reasonably likely to result, in a breach in any such meeting or made the subject material respect of any such written consentcovenant, as applicable. During the Pre-Closing Period, at representation or warranty or any meeting other obligation of the stockholders of Company called under the Exchange Agreement or the Convertible Note and (e) against any action or agreement contrary to consider and those set forth in this Section 2. Each Stockholder will retain the right to vote upon any Other Proposal (as hereinafter defined) (and at any and his Common Stock, in his sole discretion, on all postponements and adjournments thereof)matters other than those described in this Section 2 or shall grant a proxy in a form approved by the Company to vote the matters described in this Section 2, and in connection with any action to be taken each Stockholder may grant proxies and enter into voting agreements or voting trusts for the Common Stock in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1matters.

Agreement to Vote Shares. From Each Holder hereby agrees to appear, or cause the holder of record on any applicable record date hereof through to appear in person or by proxy for the earlier purpose of obtaining a quorum at any annual or special meeting of stockholders of SM, and at any adjournment thereof at which matters relating to the Merger, the Merger Agreement or any transaction contemplated thereby are considered. At every meeting of the SM stockholders called with respect to any of the following, and at any adjournment thereof, and with respect to every action or approval by written consent of SM stockholders solicited with respect to any of the following, each Holder shall vote the Shares and any New Shares: (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination favor of adoption of the Purchase Merger Agreement in accordance with its terms (the "Pre-Closing Period"), at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (Merger and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote proposal or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended would, or could reasonably be expected to, facilitate the Merger; (b) against approval of any proposal made in opposition to impedeor competition with consummation of the Merger and the Merger Agreement; (c) against any merger, interfere consolidation or other business combination of SM with, delay sale of assets or materially and adversely affect the contemplated economic benefits to Parent stock of SM to, or reorganization or recapitalization involving SM with, any of the Transactions or any of the party other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction than CC as contemplated by the Purchase Merger Agreement; (d) against any liquidation, or winding up of SM; and (e) against any other proposal or action which would, or could reasonably be expected to, impede, frustrate, prevent, prohibit or discourage the Merger (each of (b) through (e) collectively, an "Opposing Proposal"). Each Holder of Shares, as the holder of voting stock of SM, shall be present, in person or by proxy, at all meetings of stockholders of SM so that all Shares and New Shares are counted for the purposes of determining the presence of a quorum at such meetings. The provisions of this Stock Voting Agreement are intended to be consummated by Companybind the Holders only with respect to the specific matters set forth herein, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder and shall not enter into prohibit any agreement or understanding Holder from acting in accordance with any person fiduciary duties of such Holder as an officer or entity the effect director of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1SM.

Agreement to Vote Shares. From the date hereof through the earlier of (a) Prior to the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Expiration Date, at any every meeting of the stockholders of the Company called to consider and vote upon the adoption and approval of the Purchase Agreement (called, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of the Company, Stockholder (in Stockholder’s capacity as such) shall vote appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the Persons appointed as proxies pursuant to this Agreement, vote (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and (A) approval of the Purchase Agreement Proposed Transaction, and (B) in favor of any other matter reasonably necessary for to the consummation of the transactions contemplated by the Purchase Merger Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of by the stockholders of the Company called and any adjournment or postponement recommended by the Company with respect to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and stockholder meeting in connection with the Proposed Transaction, (ii) against the approval or adoption of any Acquisition Proposal, any proposal made in opposition to, or in competition with, the Proposed Transaction, or any action that is intended, or that would reasonably be expected, to be taken in respect prevent or materially delay or interfere with the Merger and the other transactions contemplated by the Merger Agreement and (iii) against any of the following (to the extent unrelated to the Proposed Transaction): (A) any Other Proposal by written consent merger, consolidation or business combination involving the Company or any of stockholders its subsidiaries other than the Proposed Transaction; (B) any sale, lease or transfer of Company, Stockholder shall vote all or cause to be voted (including by written consent, if applicable) substantially all of the Subject Shares against such Other Proposal. For purposes assets of this Agreementthe Company or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the term "Other Proposal" means Company or any (x) Acquisition Proposal (as defined in the Purchase Agreement) of its subsidiaries; or (yD) any other action which that is intended intended, or could reasonably be expected expected, to otherwise impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions or any Proposed Transaction. (b) If Stockholder is the beneficial owner, but not the record holder, of the other transactions contemplated by this Agreement; providedShares, however, that neither Stockholder agrees to take all actions necessary to cause the Transactions nor record holder and any other transaction contemplated by the Purchase Agreement nominees to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative vote all of the provisions and agreements contained Shares in this accordance with Section 1.13(a).

Agreement to Vote Shares. From Except as expressly permitted under Section 5.10 of the date hereof Merger Agreement, Shareholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote (or execute a written consent or consents if shareholders of First Choice are requested to vote their shares through the earlier execution of an action by written consent in lieu of any such annual or special meeting of Shareholders of First Choice): (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of Merger, the Purchase Merger Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing PeriodMerger Agreement, at any every meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and or in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares shareholders of First Choice at which such matters are considered, at every adjournment or postponement thereof or in any other circumstances upon which their vote or other approval is sought; and (b) against such Other (i) any Superior Proposal or any action which is a component of any Superior Proposal. For purposes , (ii) any Acquisition Proposal, (iii) any action, proposal, transaction or agreement which would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of First Choice under the Merger Agreement or of Shareholder under this Agreement, the term "Other Proposal" means (iv) any (x) Acquisition Proposal (as defined in the Purchase Agreement) action, proposal, transaction or (y) other action which is intended or could agreement that would reasonably be expected to impede, interfere with, delay or materially and delay, discourage, adversely affect or inhibit the contemplated economic benefits timely consummation of the Merger or the fulfillment of First Choice’s conditions under the Merger Agreement and (v) a change in any manner to Parent the voting rights of any class of shares of First Choice (including any amendments to the Transactions articles of incorporation or any bylaws of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1First Choice).

Agreement to Vote Shares. From the date hereof through the earlier of (a) Prior to the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Expiration Date, at any every meeting of the stockholders of Public Company called to consider and vote upon the adoption and approval of the Purchase Agreement (called, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of Public Company, each Stockholder (in Stockholder’s capacity as such) shall vote appear at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, vote (including by written consent, if applicablei) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the issuance of shares of Public Company Common Stock in the Merger (the “Proposed Transaction”), (ii) against the approval or adoption of any proposal made in opposition to, or in competition with, the Proposed Transaction, and approval (iii) against any of the Purchase Agreement and in favor following (to the extent unrelated to the Proposed Transaction): (A) any merger, consolidation or business combination involving Public Company or any of its subsidiaries other than the Proposed Transaction; (B) any other matter necessary for the consummation sale, lease or transfer of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting all or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) substantially all of the Subject Shares against such Other Proposal. For purposes assets of this AgreementPublic Company or any of its subsidiaries; (C) any reorganization, the term "Other Proposal" means recapitalization, dissolution, liquidation or winding up of Public Company or any (x) Acquisition Proposal (as defined in the Purchase Agreement) of its subsidiaries; or (yD) any other action which that is intended intended, or could reasonably be expected expected, to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Public Company under the Merger Agreement or of Stockholder under this Agreement or otherwise impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions or any Proposed Transaction (each of (ii) and (iii), a “Competing Transaction”). (b) If a Stockholder is the beneficial owner, but not the record holder, of the other transactions contemplated by this Agreement; providedShares, however, that neither such Stockholder agrees to take all actions necessary to cause the Transactions nor record holder and any other transaction contemplated by the Purchase Agreement nominees to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative vote all of the provisions and agreements contained Shares in this accordance with Section 1.13(a).

Agreement to Vote Shares. From During the period commencing on the date hereof through and continuing until the earlier first to occur of (ai) the Closing Date Effective Time and (as defined in the Purchase Agreement) or (bii) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Merger Agreement, at any every meeting of the stockholders of the Company however called to consider and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments every adjournment thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of the stockholders of Companythe Company with respect to any of the following, Stockholder each Holder, severally and not jointly, agrees that it shall vote (or cause caused to be voted (including by voted), or execute a written consentconsent with respect to, if applicable) as appropriate, all of the Subject Shares, whether issued, heretofore owned Securities as to which it has power to vote in any such vote or hereinafter acquired, consent: (i) in favor of the Merger, the adoption of and execution and delivery by the Company of the Merger Agreement and the approval of the Purchase terms thereof and each of the other transactions contemplated by the Merger Agreement and in favor of any (ii) against the following actions (other matter necessary for than the consummation of Merger and the transactions contemplated by the Purchase Agreement Merger Agreement): (collectively1) any merger, consolidation, business combination, recapitalization, sale of substantial assets, sale or acquisition of shares of capital stock (including, without limitation, by way of a tender offer) or similar transaction involving the "Transactions"Company or any of its subsidiaries; (2) (a) and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting amendment of the stockholders Company's certificate of Company called incorporation or bylaws or any change in the majority of the Board of Directors of the Company; (b) any material change in the present capitalization of the Company; (c) any other material change in the Company's corporate structure or business; or (d) any other action, which, in the case of each of the matters referred to consider and vote upon any Other Proposal in clauses (as hereinafter defined) (and at any and all postponements and adjournments thereofa), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreementb) or (yc) other action which above, is intended intended, or could reasonably be expected expected, to impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement; providedand (3) any action or agreement that would result in a breach in any respect of any covenant, however, that neither the Transactions nor representation or warranty or any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent obligation or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in Company under the Merger Agreement or of a Holder under this Section 1.1Agreement.

Agreement to Vote Shares. (a) From the date hereof through until the earlier of the Expiration Date and the occurrence of a Company Change in Recommendation, at every meeting of holders of Shares of the Company concerning any proposal related to the Transactions or at which any matter set forth in this Section 3(a) is being considered, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company concerning any proposal related to the Transactions or at which any matter set forth in this Section 3(a) is being considered, each Covered Stockholder (ain such Covered Stockholder’s capacity as a stockholder of the Company) shall, or shall cause the Closing Date holder of record on any applicable record date to, vote all Covered Shares that such Covered Stockholder then holds and is entitled to vote (as defined or direct the voting of): (i) in favor of the Purchase adoption of the Merger Agreement and the Transactions contemplated thereby, including the Initial Merger; (ii) in favor of any proposal to adjourn or postpone such meeting of the holders of Shares to a later date if there are not sufficient votes to adopt the Merger Agreement; (iii) against approval of any proposal made in opposition to adoption of the Merger Agreement or the Initial Merger or the other Transactions contemplated by the Merger Agreement or in competition or inconsistent with the Initial Merger, including any Company Acquisition Proposal and any Alternative Company Acquisition Agreement; and (iv) against any action, proposal or agreement that (x) would reasonably be expected to result in a breach of any representation, warranty, covenant or agreement of the Company under the Merger Agreement or (y) would reasonably be expected to prevent or materially delay or adversely affect the consummation of the Transactions contemplated by the Merger Agreement, including the Initial Merger. (b) From the termination date hereof until the Expiration Date, at every meeting of holders of Shares of the Purchase Agreement Company concerning any proposal related to the Transactions, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of the Company concerning any proposal related to the Transactions, each Covered Stockholder (in accordance such Covered Stockholder’s capacity as a stockholder of the Company) shall, or shall cause the holder of record on any applicable record date to, vote all Covered Shares that such Covered Stockholder then holds and is entitled to vote (or direct the voting of) in favor of the Charter Amendments or any other approval of the holders of the Class B Shares, voting separately, that is required in connection with its terms the Transactions. (c) From the "Pre-Closing Period")date hereof until the Expiration Date, at any in the event that a meeting of the stockholders of the Company called to consider and vote upon is held, each Covered Stockholder shall, or shall cause the adoption and approval holder of the Purchase Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent record of any of the Transactions Covered Shares of such Covered Stockholder on any applicable record date to, be present in person or any represented by proxy at such meeting or otherwise cause all Covered Shares of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement such Covered Stockholder to be consummated by Companycounted as present thereat for purposes of establishing a quorum. (d) From the date hereof until the Expiration Date, Parent or Purchaser in connection therewith shall constitute an Other Proposal. each Covered Stockholder shall hereby agrees not to enter into any agreement commitment, agreement, understanding or understanding similar arrangement with any person Person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13.

Agreement to Vote Shares. From 3.1 The Shareholder shall exercise or, where applicable, procure the date hereof through exercise of, all voting rights attaching to the earlier Shares on any resolution (whether or not amended and whether put on a show of (ahands or a poll) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), which is proposed at any general meeting of the stockholders of Company called Parent (including any adjournment thereof) to consider and vote upon the adoption and approval vote: (A) in favour of the Purchase Resolution; (B) against any proposal made in opposition to or in competition with the Resolution, or which would result in a breach of, the Amended Merger Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of or the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote Merger or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement Amended Merger Agreement; and (collectively, the "Transactions"C) and considered and voted upon at against any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Amended Merger Agreement): (A) any merger, consolidation, business combination, sale of Company called to consider and vote upon assets, reorganization or recapitalization of or involving the Parent or any Other Proposal of its Subsidiaries, (as hereinafter definedB) (and at any and sale, lease or transfer of all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) substantially all of the Subject Shares against such Other Proposal. For purposes assets of this Agreementthe Parent or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the term "Other Proposal" means Parent or any of its Subsidiaries, (xD) Acquisition Proposal (as defined any material change in the Purchase Agreementcapitalization of the Parent or any of its Subsidiaries, or the corporate structure of the Parent or any of its Subsidiaries, (E) any Takeover Proposal with respect to the Parent, or (yF) any other action which that is intended intended, or could would reasonably be expected to to, materially impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by this the Amended Merger Agreement; provided, however, that neither . 3.2 The Shareholder shall retain at all times the Transactions nor right to vote its Shares in its sole discretion and without any other transaction contemplated by limitation on those matters other than those set forth in clause 3.1 that are at any time or from time to time presented for consideration to the Purchase Agreement Parent’s shareholders generally. 3.3 In the event that a meeting of the shareholders of the Parent is held, the Shareholder shall, or shall cause the holder of record of the Shares on any applicable record date to, appear at such meeting or otherwise cause the Shares to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect counted as present thereat for purposes of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1establishing a quorum.

Agreement to Vote Shares. From the date hereof through the earlier of (a) Shareholder hereby agrees to appear, or cause the Closing Date (as defined in holder of record on any applicable record date to appear, for the Purchase Agreement) or (b) the termination purpose of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), obtaining a quorum at any annual or special meeting of shareholders of Parent and at any adjournment thereof at which matters relating to the Merger, the Merger Agreement or any transaction contemplated thereby are considered. At every meeting of the stockholders shareholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (Parent, and at any and all postponements and adjournments every adjournment thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of stockholders the shareholders of CompanyParent, Stockholder Shareholder (in his or her capacity as such) shall vote vote, or cause the Shares to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquiredvoted, in favor of approval and adoption of the adoption Merger Agreement and the approval of the Purchase Agreement Merger and in favor of any each other matter necessary for the consummation of the transactions action contemplated by the Purchase Merger Agreement and any action required in furtherance hereof or thereof. (collectively, the "Transactions"b) and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any At every meeting of the stockholders shareholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (Parent, and at any every adjournment thereof and all postponements and adjournments thereof), and in connection with any on every action to be taken in respect of any Other Proposal or approval by written consent of stockholders the shareholders of CompanyParent Shareholder shall vote, Stockholder shall vote or cause the Shares to be voted voted, against (including i) any dissolution, liquidation or winding up of or by written consent, if applicableParent or (ii) all any amendment of the Subject Shares against such Other Proposal. For purposes Certificate of this Incorporation or by-laws of Parent or other proposal or transaction involving Parent, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any material provision of the Merger Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) Merger or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Merger Agreement to be consummated by Companyor change in any manner the voting rights of any class of Parent's capital stock (such matters specified in clauses (i) and (ii), Parent or Purchaser together with the matters specified in connection therewith shall constitute an Other Proposalthe second sentence of clause (a), the "Designated Matters"). Stockholder Shareholder shall not enter into commit or agree to take any agreement or understanding action inconsistent with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1foregoing.

Agreement to Vote Shares. From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any At every meeting of the stockholders of Company called to consider and vote upon the adoption and approval shareholders of the Purchase Agreement (Company, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any on every action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent of stockholders the shareholders of Company, Stockholder the Shareholder (in the Shareholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Shareholder and entitled to vote or cause to be voted (including act by written consent, if applicable: (i) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof; (ii) in favor of any adjournment of such meeting, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes at the time of such meeting to approve the adoption of the Merger Agreement; (iii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement Merger Agreement; and (collectively, the "Transactions"iv) and considered and voted upon at against any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company called to consider and vote upon or any Other Proposal of the Company Subsidiaries, (as hereinafter definedB) (and at any and sale, lease or transfer of all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) substantially all of the Subject Shares against such Other Proposal. For purposes assets of this Agreementthe Company or any of the Company Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the term "Other Proposal" means Company or any of the Company Subsidiaries, (xD) Acquisition Proposal (as defined any material change in the Purchase Agreementcapitalization of the Company or any of the Company Subsidiaries, or the corporate structure of the Company or any of the Company Subsidiaries, (E) any Company Acquisition Proposal, or (yF) any other action which that is intended intended, or could would reasonably be expected to to, materially impede, interfere with, delay delay, postpone, discourage or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by this the Merger Agreement; provided, however, that neither . The Shareholder shall retain at all times the Transactions nor right to vote its Shares in its sole discretion and without any other transaction contemplated by limitation on those matters other than those set forth in clauses (i), (ii), (iii) and (iv) that are at any time or from time to time presented for consideration to the Purchase Agreement Company’s shareholders generally. (b) In the event that a meeting of the shareholders of the Company is held, the Shareholder shall, or shall cause the holder of record of the Shares on any applicable record date to, appear at such meeting or otherwise cause the Shares to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder counted as present thereat for purposes of establishing a quorum. (c) The Shareholder shall not enter into any agreement or understanding with any person Person to vote or entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.13.