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"), The Holder irrevocably and unconditionally agrees that it shall at any meeting of the stockholders of the Company called to consider and vote or at any adjournment thereof, in the action by written consent or in any other circumstances upon which the adoption and Holder’s vote, consent or other approval of is sought in connection with the Purchase Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect the issuance of the adoption and approval Conversion Shares to Parent upon the conversion of the Debentures issuable to Parent pursuant to the Purchase Agreement by written consent and the exercise of stockholders the Warrants issuable to Parent pursuant to the Purchase Agreement, to (i) appear at each such meeting or otherwise cause all of Company, Stockholder shall its Covered Stock to be counted as present thereat for purpose of establishing a quorum and (ii) vote (or cause to be voted (including voted), in person or by written consentproxy, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, Covered Stock that are then entitled to be voted (a) 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 Agreement, including the issuance of the Conversion Shares to Parent, (collectively, the "Transactions"b) and considered and voted upon at any such meeting or made the subject in favor of any such written consentaction, as applicable. During proposal, transaction or agreement that is submitted by the Pre-Closing PeriodCompany for a vote of the stockholders of the Company and would reasonably be expected to facilitate the transactions contemplated by the Purchase Agreement, at (c) in favor of any proposal to adjourn or postpone to a later date any meeting of the stockholders of the Company called to consider at which any of the foregoing matters of this Section 2 are submitted for consideration and vote upon of the stockholders of the Company if there are not sufficient votes for approval of any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof)such matters on the date on which the meeting is held, and in connection with (d) against (1) any action to be taken or agreement that would result in respect a breach 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 or agreement of the Subject Shares against such Other Proposal. For purposes Company or any of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined its Subsidiaries contained in the Purchase Agreement, or of such Holder contained in this Agreement, and (2) or (y) any other action which is intended or could that would reasonably be expected to impede, interfere with, delay delay, postpone or materially and adversely affect or prevent 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 or this Agreement, or the issuance of the Conversion Shares. The Holder shall execute and deliver to the Company a written consent in favor of the transactions contemplated under the Purchase Agreement and the terms of the Purchase Agreement and the Ancillary Agreements reflected therein and the issuance of the Conversion Shares as soon as practicable and in any event within two (2) Business Days after the date of receipt from the Company of a written consent in proper form if no meeting of the stockholders has then been called for such purpose. The Holder agrees that the shares of the Covered Stock that are entitled to be consummated by Company, Parent voted shall be voted (or Purchaser cause to be voted) as set forth 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 1.1preceding sentences.

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.

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 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 Holder irrevocably and unconditionally agrees that it shall at any meeting of the stockholders of the Company called to consider and vote or at any adjournment thereof, in the action by written consent or in any other circumstances upon which the adoption and Holder’s vote, consent or other approval of is sought in connection with the Purchase Agreement and issuance of the Issued Shares pursuant to the Purchase Agreement, to (and i) appear at any and each such meeting or otherwise cause all postponements and adjournments thereof), and in connection with any action of its Covered Stock to be taken in respect counted as present thereat for purpose of the adoption establishing a quorum and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall (ii) vote (or cause to be voted (including voted), in person or by written consentproxy, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, Covered Stock that are then entitled to be voted (a) 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 Agreement, including the issuance of the Issued Shares pursuant to the Purchase Agreement, (collectively, the "Transactions"b) and considered and voted upon at any such meeting or made the subject in favor of any such written consentaction, as applicable. During proposal, transaction or agreement that is submitted by the Pre-Closing PeriodCompany for a vote of the stockholders of the Company and would reasonably be expected to facilitate the transactions contemplated by the Purchase Agreement, at (c) in favor of any proposal to adjourn or postpone to a later date any meeting of the stockholders of the Company called to consider at which any of the foregoing matters of this Section 2 are submitted for consideration and vote upon of the stockholders of the Company if there are not sufficient votes for approval of any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof)such matters on the date on which the meeting is held, and in connection with (d) against (1) any action to be taken or agreement that would result in respect a breach 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 or agreement of the Subject Shares against such Other Proposal. For purposes Company or any of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined its Subsidiaries contained in the Purchase Agreement, or of such Holder contained in this Agreement, and (2) or (y) any other action which is intended or could that would reasonably be expected to impede, interfere with, delay delay, postpone or materially and adversely affect or prevent 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 or this Agreement. The Holder shall execute and deliver to the Company a written consent in favor of the transactions contemplated under the Purchase Agreement and the terms of the Purchase Agreement and the Ancillary Agreements reflected therein as soon as practicable and in any event within two (2) Business Days after the date of receipt from the Company of a written consent in proper form if no meeting of the stockholders has then been called for such purpose. The Holder agrees that the Covered Stock that are entitled to be consummated by Company, Parent voted shall be voted (or Purchaser cause to be voted) as set forth 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 1.1preceding sentences.

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 (including by written consentconsent the Shares and any New Shares, if applicableunless a Company Adverse Recommendation Change has been made in accordance with Sections 5.4(d) all or 5.4(e) of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, Merger Agreement: (i) 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, (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, 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 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 1.1Agreement.

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 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 ProposalMerger Consideration. 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 Except as expressly set forth in this Section 1.13(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.

Agreement to Vote Shares. (a) From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the valid termination of the Purchase this Agreement in accordance with its terms (the "Pre-Closing Period")Section 6, at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and at Shareholder Meeting or any and all postponements and adjournments adjournment or postponement thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent or in any other circumstances upon which the Shareholders’ or any of stockholders their Affiliates’ vote, consent or other approval is sought, the Shareholders hereby irrevocably and unconditionally agree, during the term of Companythis Agreement, Stockholder shall vote to: (a) appear at each such meeting (in person or by proxy) or otherwise cause all such Subject Shares to be counted as present thereat for the purpose of determining a quorum; and (b) be present (in person or by proxy) and vote, or cause their Affiliates to be voted vote (including by written consent, if applicable) all pursuant to the Forms 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 thereofProxy), 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 that are then beneficially owned or owned of record by such Other Proposal. For purposes Shareholders or any of this their Affiliates: (i) in favor of: (1) the Scheme of Arrangement at the Scheme Meeting (or any adjourned or postponed meeting thereof), (2) the Company Shareholder Resolution at the Company GM (or any adjourned or postponed meeting thereof); (3) any proposal to adjourn or postpone any such meeting to a later date if there are not sufficient votes to approve the Scheme of Arrangement or the Company Shareholder Resolution; and (4) any other resolution necessary or desirable to implement the Transaction; provided, however, that the foregoing shall not require the Shareholders to vote, or cause any of their Affiliates to vote, in favor of any waiver, modification or amendment to the terms of the Transaction Agreement, or any other Contract or arrangement that would have the term "Other Proposal" means effect of waiving, amending or modifying the Transaction Agreement, in each case that would be less favorable in any material respect to the Shareholders than the Transaction Agreement as in effect on the date hereof and (xii) against: (1) any resolution to approve an Acquisition Proposal (as defined including any resolution to approve a scheme of arrangement relating thereto), (2) any action, proposal, transaction, or Contract that would reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement, of the Purchase AgreementCompany or Bidco under the Transaction Agreement or of the Shareholders under this Agreement and (3) any action, proposal, transaction, or (y) other action which is intended or could Contract that would reasonably be expected to impede, interfere with, delay delay, discourage, adversely affect, or materially and adversely affect inhibit the contemplated economic benefits to Parent timely consummation of the Transaction or the fulfillment of any of the Transactions or any conditions to Closing set forth in Article VIII of the other transactions contemplated by this Transaction 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 the Company called with respect to consider any Takeover Proposal, Material Transaction Proposal or transaction or occurrence which if publicly proposed and vote upon offered to the adoption Company and approval its stockholders (or any of them) would be the Purchase Agreement subject of a Takeover Proposal or Material Transaction Proposal (and at any and all postponements and adjournments thereofcollectively, a "SUBJECT PROPOSAL"), and in connection with at every adjournment of any such meeting, and 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 Subject Proposal, Stockholder CNET irrevocably agrees that it shall vote (or cause to be voted) all the Subject Securities that it beneficially owns on the record date of any such vote or action to ratify, approve and adopt any and all actions adopted or approved by NBC, and against any and all actions voted against by NBC. CNET shall not commit or agree to take any action inconsistent with the foregoing. As used herein, "MATERIAL TRANSACTION PROPOSAL" means any inquiry, proposal or offer from any Person relating to (i) the direct or indirect acquisition or purchase of 5% or more of the assets (based on the fair market value thereof) of Xenon 2 and its Subsidiaries, taken as a whole, or of 5% or more of any class of equity securities of Xenon 2 or any of its Subsidiaries or any tender offer or exchange offer (including by written consentXenon 2 or its Subsidiaries) that if consummated would result in any person beneficially owning 5% or more of any class of equity securities of Xenon 2 or any of its Subsidiaries, if applicableor (ii) any merger, consolidation, business combination, sale of all or substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving Xenon 2 or any of its Subsidiaries. As used herein, "TAKEOVER PROPOSAL" means any inquiry, proposal or offer from any Person relating to (A) any of the matters set forth in clause (i) of the definition of Material Transaction Proposal but replacing "5%" with "50%" each place "5%" is used in such definition, (B) a sale of all or substantially all of the Subject Shares, whether issued, heretofore owned assets of Xenon 2 and its Subsidiaries or hereinafter acquired, in favor (C) a merger or consolidation of the adoption and approval Xenon 2 as a result 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 which the stockholders of Company called Xenon 2 immediately prior to consider and vote upon any Other Proposal such transaction would not beneficially own immediately after such transaction 50% or more of the resulting or surviving entity (as hereinafter defined) (and at any and all postponements and adjournments or the parent 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 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) 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 of this Agreement to the earlier earliest to occur of (a) the Closing Date date upon which the Merger Agreement is validly terminated, (b) the Effective Time of the Merger, (c) the date following receipt of the Company Stockholder Approval, (d) the date that any material amendment shall be made to the Merger Agreement (a “material amendment” shall mean any valid written amendment to the Merger Agreement reducing the consideration payable to Stockholder pursuant to the Merger Agreement and any other valid written amendment to the Merger Agreement that would materially delay the consummation of the Merger) without the written consent of Stockholder and (e)(i) any amendment to the Articles of Incorporation or Bylaws (whether by merger, consolidation or otherwise) of Parent in any manner that would have a disparate effect on holders of Shares, as holders of Parent Stock at and following the Effective Time, relative to other holders of Parent Stock, and (ii) any amendment to the Articles of Incorporation of Parent to provide for any class of capital stock with rights to distributions or upon a liquidation (including upon a merger, consolidation, asset sale or similar transaction) that are superior to those of the Parent Stock, other than an amendment in connection with a shareholder rights plan, “poison pill” anti-takeover plan or other similar device (the earliest of such to occur being the “Voting Covenant Expiration Date”), Stockholder shall, and shall cause any holder of record of the Stockholder Shares or any New Shares (as defined in the Purchase AgreementSection 9 hereof) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")to vote, 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 voted, the Stockholder 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 (A) adoption and approval of the Purchase Agreement and in favor of Merger Agreement, (B) 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 action in furtherance 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, howeverthat such action does not require a material amendment to the Merger Agreement to which Stockholder has not consented, that neither the Transactions nor and (C) any other transaction contemplated adjournment or postponement recommended by the Purchase Company with respect to any stockholder meeting concerning the Merger Agreement to be consummated by Companyand the Mergers and (ii) against any Acquisition Proposal and any action or agreement that would result in a breach of any representation, Parent warranty, covenant 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 obligation of the provisions and agreements contained Company in this Section 1.1the Merger Agreement or impair the ability of the Company to consummate the Merger. In addition, Stockholder agrees not to take, or commit or agree to take, any action inconsistent with the foregoing.

Agreement to Vote Shares. From the date hereof through the earlier of (a) The Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Closing Date Shares and hereby irrevocably appoints Holder, during the term of this Agreement, as proxy, with full power of substitution, for the Stockholder to vote (or refrain from voting) in any manner as defined Holder, in its sole discretion, may see fit, all of the Shares of the Stockholder for the Stockholder and in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")Stockholder's name, place and stead, at any annual, special or other meeting or action of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and or at any and all postponements and adjournments thereof), and in connection with adjournment thereof or pursuant to 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 in lieu of a meeting or otherwise, with respect to consider any issue brought before stockholders of Company. The parties acknowledge and vote upon agree that, except as specifically provided for in Section 6(c) hereof, neither Holder, nor Holder's successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any Other Proposal (as hereinafter defined) (and at duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all postponements claims, losses, demands, causes of action, costs, expenses (including reasonable attorney's fees) and adjournments thereof), and compensation of any kind or nature whatsoever to the Stockholder in connection with with, as a result of or otherwise relating to any vote (or refrain from voting) by Holder of the Shares subject to the irrevocable proxy hereby granted to Holder at any annual, special or other meeting or action to be taken in respect or the execution of any Other Proposal by written consent of the stockholders of Company. If the issue on which Holder is voting pursuant to the irrevocable proxy is the proposal to approve the Merger and the Merger Agreement, Stockholder Holder shall vote for such proposal or cause to be voted (including by written give its consent, if as 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 At every meeting of the date hereof through shareholders of CBC 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 CBC, 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, and (as defined in ii) any other matter that is required to be approved by the Purchase shareholders of CBC 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 CBC under the Merger Agreement or Shareholder under this Agreement, (iii) any Acquisition Proposal, and (iv) any proposal, transaction, agreement, amendment of the CBC Articles or CBC 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 CBC 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) 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 FHP 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 CompanyFHP with respect to any of the following, Stockholder shall vote or (and use his best efforts to cause Other to be voted vote) 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 Reorganization Agreement and in favor of the Merger and 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 that could reasonably be expected to impedefacilitate the consummation of the Merger not inconsistent with the terms of the Reorganization Agreement, interfere withPROVIDED that the terms of the Reorganization Agreement in effect on the date hereof have not been amended or modified without the prior written consent of the undersigned, delay if the effect of such amendment or modification is to (a) decrease the consideration paid to any holder of the capital stock of FHP (or any holder of an option or right to purchase any such capital stock) (collectively, a "FHP Holder"), (b) decrease the number of shares of Class A Common Stock issuable to any FHP Holder, (c) change the terms of Sections 1.4(d) of the Reorganization Agreement relating to the composition of the post-Closing Board of Directors of Holdings; or (d) change any other term thereof in a manner that would materially and adversely affect Stockholder (the contemplated economic benefits to Parent Reorganization Agreement, as it may be amended in accordance with its terms and the foregoing, the Merger and all related matters being the "Merger Proposal"); and (ii) against approval of any proposal made in opposition to or competition with consummation of the Transactions Merger and against any merger, consolidation, sale of assets, reorganization or recapitalization with any party other than with PacifiCare and its affiliates and against any liquidation or winding up of FHP (each of the other transactions contemplated by foregoing is hereinafter referred to as an "Opposing Proposal"). Stockholder agrees not to take any actions contrary to Stockholder's obligations under 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 further agrees to use his best efforts to obtain proxies from all Others within 30 days after the date hereof appointing PacifiCare's President, Chief Operating Officer, Chief Financial Officer and Secretary proxies to vote any agreement or understanding shares held by such Other in accordance with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in of this Section 1.1Agreement.

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 At every meeting of the date hereof through stockholders of First Foundation called, and at every postponement, recess, adjournment or continuation thereof, and on every action, consent or approval (including by written consent) of the earlier stockholders of First Foundation, Stockholder 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 First Foundation Common Stock in connection with the Purchase Merger, and (iii) any other matter that is required to be approved by the stockholders of First Foundation 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 First Foundation under the Merger Agreement or Stockholder under this Agreement, and (iii) any proposal, transaction, agreement, amendment of the First Foundation Certificate or First Foundation 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 directed by First Foundation with its terms (the "Pre-Closing Period")respect to any postponement, recess, adjournment, continuation or other procedural matter at any meeting of the stockholders of Company called First Foundation 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 Stockholder 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 Voting Party (solely in its capacity as a stockholder in Parent and not as a director or fiduciary) agrees during the date hereof through the earlier term of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase this 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 Voting Shares 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 of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (Parent at which such matters are considered and at any and every adjournment or postponement thereof: (a) in favor of (i) the issuance of shares of Parent Common Stock in connection with the Merger pursuant to the Merger Agreement, (ii) if so elected by Parent, an amendment to Parent’s certificate of incorporation to authorize the board of directors of Parent to effect, following the Closing, a reverse stock split of all postponements and adjournments thereofoutstanding shares of Parent Common Stock at a reverse stock split ratio as determined by Parent (the “Parent Reverse Stock Split”), and (iii) any proposal to adjourn or postpone such meeting of stockholders of Parent to a later date or dates to solicit additional proxies if there are insufficient votes, or insufficient shares of Parent Common Stock present, to approve the issuance of shares of Parent Common Stock in connection with any action the Merger pursuant 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, or to ensure that any supplement or amendment to the term "Other Proposal" means Joint Proxy Statement is timely provided to Parent’s stockholders; and (b) against 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 to Parent timely consummation of the Merger or the fulfillment of the Company’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 Parent’s certificate of incorporation or bylaws other than in connection with the Transactions Merger or any of the other transactions contemplated by this Agreement; providedParent Reverse Stock Split). Notwithstanding the foregoing, however, that neither each Voting Party shall retain at all times the Transactions nor right to vote such Voting Party’s Voting Shares in its sole discretion and without 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 limitation on those matters other than those set forth in this Section 1.15 that are at any time or from time to time presented for consideration to Parent’s stockholders.

Agreement to Vote Shares. (a) From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the valid termination of the Purchase this Agreement in accordance with its terms (the "Pre-Closing Period")Section 6, at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and at Shareholder Meeting or any and all postponements and adjournments adjournment or postponement 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 circumstances upon which the consummation of the transactions contemplated by the Purchase Agreement (collectivelyShareholder’s vote, consent or other approval is sought, the "Transactions") Shareholder hereby irrevocably and considered and voted upon at any unconditionally agrees, during the term of this Agreement, to vote (in person, by proxy or through irrevocable instructions to such meeting or made Shareholder’s broker, including pursuant to the subject Forms 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 thereofProxy), 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 that are then beneficially owned or owned of record by the Shareholder: (i) in favor of: (1) the Scheme of Arrangement at the Scheme Meeting (or any adjourned or postponed meeting thereof), (2) the Company Shareholder Resolution at the Company GM (or any adjourned or postponed meeting thereof); (3) any proposal to adjourn or postpone any such Other Proposal. For purposes meeting to a later date if there are not sufficient votes to approve the Scheme of this Arrangement or the Company Shareholder Resolution; and (4) any other resolution necessary or desirable to implement the Transaction; provided, however, that the foregoing shall not require the Shareholder to vote in favor of any waiver, modification or amendment to the terms of the Transaction Agreement, or any other Contract or arrangement that would have the term "Other Proposal" means effect of waiving, amending or modifying the Transaction Agreement, in each case that would be less favorable in any material respect to the Shareholder than the Transaction Agreement as in effect on the date hereof and (xii) against: (1) any resolution to approve an Acquisition Proposal (as defined including any resolution to approve a scheme of arrangement relating thereto), (2) any action, proposal, transaction, or Contract that would reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement, of the Purchase AgreementCompany or Bidco under the Transaction Agreement or of the Shareholder under this Agreement and (3) any action, proposal, transaction, or (y) other action which is intended or could Contract that would reasonably be expected to impede, interfere with, delay delay, discourage, adversely affect, or materially and adversely affect inhibit the contemplated economic benefits to Parent timely consummation of the Transaction or the fulfillment of any of the Transactions or any conditions to Closing set forth in Article VIII of the other transactions contemplated by this Transaction 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 of the Purchase Agreement (Avanex 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 CompanyAvanex, Stockholder (in its, his or her 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 and in favor of any other matter necessary for the consummation each of the transactions contemplated by Alcatel Share Issuance and the Purchase Agreement Corning Share Issuance 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 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 impederesult in the failure to satisfy any conditions to the Alcatel Share Issuance or the Corning Share Issuance. Stockholder further agrees that Stockholder shall, interfere withor shall cause the holder of record on any applicable record date to, delay appear at the Avanex Stockholders’ Meeting or materially and adversely affect otherwise cause 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 Shares to be consummated by Companycounted as present thereat for purposes of establishing a quorum. Prior to the Expiration Date, Parent or Purchaser in connection therewith shall constitute an Other Proposal. the Stockholder shall not take any action or 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 this Section 3. Without limiting the generality of the provisions foregoing, the Stockholder agrees that neither it, he or she nor any of its subsidiaries (if the Stockholder is not a natural person) nor any of the officers and agreements contained directors (if the Stockholder is not a natural person) and representatives (including any investment banker, attorney or accountant retained by it or any of its subsidiaries (if the Stockholder is not a natural person)) of it, him or her or its subsidiaries (if the Stockholder is not a natural person) shall, and that it, he or she shall use its, his or her reasonable best efforts to cause its, his or her and its subsidiaries’ (if the Stockholder is not a natural person) employees and other agents not (and shall not authorize any of them) directly or indirectly, to engage in this Section 1.1any solicitation (as defined in Regulation 14A of the Rules and Regulations promulgated by the Securities and Exchange Commission pursuant to the Exchange Act) of other stockholders of Avanex against the Alcatel Share Issuance or the Corning Share Issuance or against any action or agreement that would reasonably be expected to result in the failure to satisfy any conditions to the Alcatel Share Issuance or the Corning Share Issuance.

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 Each Shareholder hereby further agrees, with its terms (the "Pre-Closing Period")respect to any Share not voted pursuant to Section 2, at any every meeting of the stockholders shareholders of the Company called with respect to consider and vote upon the adoption and approval any of the Purchase Agreement (following matters and held on or prior to the Expiration Date, and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any 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 with respect to any of the following matters, Stockholder that such Shareholder shall vote or cause to be voted or execute a written consent with respect to the Shares as to which such Shareholder holds beneficially or of record, except as specifically requested in writing by Parent in advance, (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 Agreement Merger Agreement, the Merger and in favor of any the 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 (b) against (i) any (x) Acquisition Proposal (as that term is defined in the Purchase Merger Agreement) and any proposal for any action or agreement that 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 which would result in any of the conditions of the Company's obligations under the Merger Agreement not being fulfilled and (yii) any change in the directors of the Company, any change in the present capitalization of the Company or any amendment to the Company's Articles of Incorporation or Bylaws, any other material change in the Company's corporate structure or business, or any action which is intended or could would reasonably be expected to impede, interfere with, delay delay, postpone or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor Merger Agreement or the likelihood of such transactions being consummated and (c) in favor of any other transaction matter necessary for consummation of the transactions contemplated by the Purchase Merger Agreement to be consummated by Companythat is considered at any such meeting of shareholders or in such consent, Parent or Purchaser and in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into to execute any agreement documents that are necessary or understanding with any person appropriate in order to effectuate the foregoing or, at the request of Parent, to permit Parent or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1its designee(s) to vote such Shares directly.

Agreement to Vote Shares. From Prior to the date hereof through Expiration Time, Stockholder (in its capacity as such) irrevocably and unconditionally agrees during 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 annual or special meeting of the stockholders of Company called with respect to consider and vote upon the adoption and approval of the Purchase Agreement (following matters, and at any and all postponements and adjournments thereofevery adjournment or postponement thereof (each, a “Covered Meeting”), 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 appear 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 otherwise cause Stockholder’s Shares to be taken in respect counted as present thereat for purpose of any Other Proposal establishing a quorum, respond to each request by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by the Company for written consent, if applicableany, and vote or cause the holder of record to vote Stockholder’s Shares entitled to vote at such meeting (a) all in favor of (i) approval of the Subject Shares against Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement and (ii) any proposal to adjourn or postpone such Other Proposal. For purposes meeting of this stockholders of the Company to a later date if there are not sufficient votes to approve the Merger Agreement, the term "Other Proposal" means Merger and any other matters necessary for the Merger; and (xb) Acquisition Proposal against (as defined i) any action, proposal, transaction, or agreement which would reasonably be expected to result in any of the Purchase Agreementconditions to the Company’s obligations to consummate the Merger set forth in Article VII of the Merger Agreement not being fulfilled, and (ii) any 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 timely consummation of the Merger or the fulfillment of Parent’s, Merger Sub’s or the Company’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Transactions Company (including any amendments to the Company’s Organizational Documents). Any attempt by Stockholder to vote, consent or any express dissent with respect to (or otherwise to utilize the voting power of), Stockholder’s Shares in contravention of this Section 4 shall be null and void ab initio. Notwithstanding the other transactions contemplated by this Agreement; providedforegoing, however, that neither Stockholder shall retain at all times the Transactions nor right to vote Stockholder’s Shares in its sole discretion and without 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 limitation on those matters other than those set forth in this Section 1.14 that are at any time or from time to time presented for consideration to the Company’s stockholders.

Agreement to Vote Shares. From a. Each Voting Party shall during the date hereof through the earlier term of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase this 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 the Company Voting Shares that he, she or it Beneficially Owns, and shall execute a written consent or consents of stockholders of the Company if stockholders of the Company are requested to vote their shares through the execution of an action by written consent, if applicable: (i) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption Mergers 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 Merger Agreement, including the Parent Charter and Bylaws Amendment and the issuance of shares of Parent Common Stock and all shareholder approvals required by the rules of Nasdaq with respect to the issuance of shares of Parent Common Stock and the Parent Equity Compensation Plan and the adjournment of the Parent Stockholders’ Meeting, in each case, at every meeting (collectively, the "Transactions") and considered and voted upon at or in connection with any such meeting or made the subject of any such request for action by written consent, as applicable. During the Pre-Closing Period, at any meeting ) of the stockholders of the Company called to consider and vote upon any Other Proposal (as hereinafter defined) (at which such matters are considered and at every adjournment or postponement thereof; and (ii) against (A) any and all postponements and adjournments thereofproposal or offer from any Person (other than Intermex or any of its Affiliates) concerning (1) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company or any of its Subsidiaries (each, a “Company Entity”), and in connection with any action to be taken in respect (2) the issuance or acquisition of shares of capital stock or other equity securities of any Other Proposal by written consent Company Entity, or (3) the sale, lease, exchange or other disposition of stockholders any significant portion of Companyany Company Entity’s properties or assets; (B) any action, Stockholder shall vote proposal, transaction or cause agreement which would reasonably be expected to be voted (including by written consentresult in a breach of any covenant, if applicable) all representation or warranty or any other obligation or agreement of the Subject Shares against such Other Proposal. For purposes of this Company or the Merger Subs under the Merger Agreement; and (C) any action, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) 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 to Parent timely consummation of the Mergers or the fulfillment of the Company’s or the Merger Subs’ conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Transactions Company (including any amendments to the Company’s certificate of incorporation or any of the bylaws 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 than 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 1.1Mergers).

Agreement to Vote Shares. From Each CNB Stockholder hereby 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) and continuing until the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")this Agreement, 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)CNB, and however called, 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 CompanyCNB, such CNB Stockholder shall vote (or cause to be voted (including by written consent, if applicablevoted) all Shares held of the Subject Sharesrecord or Beneficially Owned by such CNB Stockholder, whether issued, heretofore currently owned or hereinafter hereafter acquired, (i) in favor of the adoption Merger, the execution and delivery by CNB 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 or agreement that would result in a breach of any covenant, representation or warranty or any other matter necessary for obligation or agreement of CNB under the consummation of Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Bancorp, against the following actions (other than the Merger and the transactions contemplated by the Purchase Agreement Merger Agreement): (collectivelyA) any extraordinary corporate transaction, the "Transactions"such as a merger, consolidation or other business combination involving CNB; (B) and considered and voted upon at a sale, lease or transfer of a material amount of assets of CNB, or a reorganization, recapitalization, dissolution or liquidation of CNB; (C) (1) any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting change in a majority of the stockholders persons who constitute the board of Company called to consider and vote upon directors of CNB; (2) 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 change in the Purchase Agreementpresent capitalization of CNB or any amendment of CNB’s Articles of Incorporation or Bylaws; (3) any other material change in CNB’s corporate structure or business; or (y4) any other action which is intended intended, or could reasonably be expected expected, to impede, interfere with, delay or materially and adversely affect postpone the contemplated economic benefits to Parent of any of the Transactions Merger or any of the other transactions contemplated by this Agreement; provided, however, otherwise have a Material Adverse Effect. Each CNB Stockholder agrees 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 it shall not enter into any agreement or understanding with any person or entity Person the effect of which would be inconsistent with or violative violate any of the provisions and agreements contained in this Section 1.12. Each CNB Stockholder acknowledges receipt and review of a copy of the Merger Agreement.

Agreement to Vote Shares. From During the period (the ------------------------ "Voting Period") from and including the date hereof through and including the earlier of (ai) the Closing Date date that is 120 days after the purchase of shares of common stock of the Company pursuant to the Offer, (as defined in ii) the Purchase Agreement) date that is 120 days after the date on which the Merger Agreement is terminated pursuant to Section 8.1 thereof, or (biii) the termination of the Purchase this Agreement in accordance with its terms (the "Pre-Closing Period")pursuant to Section 5.2 hereof, 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 now owned or hereinafter hereafter 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 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 Voting 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 (xa) Acquisition 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 the date hereof through Until the earlier to occur of (ax) the First Closing Date 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, Holder shall, 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)Parent, and however called, or 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 holders of CompanyParent Common Stock, Stockholder shall vote or cause to be voted 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 (A) approving the adoption and approval issuance of shares of Parent Common Stock in connection with the Purchase Agreement and Offer, (B) approving the change-of-control of Parent in favor of any other matter necessary for the consummation of connection with the transactions contemplated by the Purchase Agreement Acquisition Agreement, (collectively, the "Transactions"C) 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 approving each of the other proposals to be acted on by the stockholders at the Parent Stockholders Meeting in accordance with Section 1.1(f) of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof)the Acquisition Agreement, and in connection with (D) approving 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 matters that could reasonably be expected to impedefacilitate the transactions contemplated by the Acquisition Agreement, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of (ii) against any of the Transactions or following actions (other than in relation to the Offer and any of the other transactions contemplated by this the Acquisition Agreement; provided): (A) any merger, howeverconsolidation, that neither business combination, sale of assets, reorganization or recapitalization of the Transactions nor Parent or any Subsidiary of Parent with any party, (B) any sale, lease or transfer of any significant part of the assets of Parent or any Subsidiary of Parent, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of Parent or any Subsidiary of Parent, (D) any material change in the capitalization of Parent or any Subsidiary of Parent or the corporate structure of Parent or any Subsidiary of Parent, or (E) any other transaction contemplated by action or agreement that could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent under the Purchase Acquisition Agreement or Holder under this Agreement or which could reasonably be expected to be consummated by Companyresult in any of the conditions to the obligations of Parent under the Acquisition Agreement not being fulfilled. This Agreement is intended to bind Holder as a stockholder of Parent only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 2, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder Holder shall not enter into be restricted from voting in favor of, against or abstaining with respect to any agreement or understanding with any person or entity other matter presented to the effect stockholders of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1Parent.

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 the Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and 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 a Securityholder’s vote, Stockholder consent or other approval is sought, each 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 Merger Agreement and the transactions contemplated thereby, and (2) any proposal to adjourn or postpone such meeting of stockholders of the adoption and approval of Company to a later date if there are not sufficient votes to approve the Purchase Merger Agreement and in favor of the transactions contemplated thereby; and (ii) against (1) any other matter necessary for the consummation 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 the Pre-Closing Periodrepresentation or warranty, at or any meeting other obligation or agreement of the stockholders Company under the Merger Agreement or 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, or materially and adversely affect the contemplated economic benefits to Parent of any timely consummation of the Transactions or any of the other transactions contemplated by this Agreementthe Merger Agreement or the fulfilment of the Company’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Company’s certificate of incorporation, bylaws and other organizational documents); providedprovided that, however(i) if the Company Board effects a Company Board Recommendation Change in accordance with Section 6.02 of the Merger Agreement (only where such Company Board Recommendation Change is not made in response to a Superior Proposal), that neither the Transactions nor any other transaction contemplated by the Purchase Agreement each Securityholder shall only be obligated to vote (or cause to be consummated by Company, Parent or Purchaser voted) such number of Subject Securities set forth in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding Column C of Schedule A hereto and (ii) if the Company Board effects a Company Board Recommendation Change in accordance with any person or entity the effect of which would be inconsistent or violative Section 6.02 of the provisions and agreements contained Merger Agreement (only where such Company Board Recommendation Change is made in response to a Superior Proposal), no Securityholder shall be obligated to vote (or cause to be voted) any of its Subject Securities. Each 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 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 During the date hereof through the earlier of (a) the Closing Date Option Period (as ------------------------ defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"Section 2.2), 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 now owned or hereinafter hereafter 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 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 Option 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 (xa) Acquisition 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.any

Agreement to Vote Shares. From During the date hereof through the earlier of (a) the Closing Date Option Period (as ------------------------ defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"Section 2.2), 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 now owned or hereinafter hereafter 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 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 Option 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 (xa) Acquisition 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 At every meeting of the date hereof through shareholders of the earlier Company called, and at every postponement, recess, adjournment or continuation thereof, and on every action, consent or approval (including by written consent) of the shareholders of the Company, 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, and (as defined in ii) any other matter that is required to be approved by the Purchase shareholders of the Company 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 the Company under the Merger Agreement or Shareholder under this Agreement, (iii) any Acquisition Proposal or Superior Proposal, and (iv) any proposal, transaction, agreement, ​ ​ ​ amendment of the Company Articles or Company 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 directed by First Foundation with its terms (the "Pre-Closing Period")respect to any postponement, recess, adjournment, continuation or other procedural matter at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval shareholders of the Purchase Agreement (and at Company relating to 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 consent). Shareholder hereby irrevocably and unconditionally waives, and agrees not to impedeexercise, interfere withany rights of appraisal, delay any dissenters’ rights and any similar rights relating to the Merger that Shareholder may directly or materially and adversely affect indirectly have by virtue of the contemplated economic benefits to Parent ownership of any of Shares if 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 1.1Effective Time occurs.

Agreement to Vote Shares. From During the period (the ------------------------ "Restricted Period") from and including the date hereof through and including the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or Effective Time and (b) the termination of date on which the Purchase Merger Agreement in accordance with its terms (the "Pre-Closing Period")is terminated pursuant to Section 8.1 thereof, 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, each Stockholder shall 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 and approval of the Purchase Agreement 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 Restricted Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Adverse 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 Adverse Proposal by written consent of stockholders of Company, each Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the such Stockholder's Subject Shares against such Other Adverse Proposal. For purposes of this Agreement, the term "Other Adverse Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Merger 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 or any of the other transactions contemplated by the Merger Agreement or 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 Company Stockholder hereby agrees that, if the Closing Date Parent Voting Agreement has been delivered to the Company and remains in full force and effect, then immediately prior to the Parent Stockholder Meeting, the Company Stockholder will execute and deliver to the Company and the Parent a written consent in the form attached hereto as Exhibit A (a “Stockholder Consent”) (it being understood, however, that the Stockholder Consent shall only become effective upon satisfaction of the Stockholder Consent Conditions (as defined below)). The Parent agrees that promptly after it becomes aware (and in any event not later than the Purchase Agreementdate upon which the Parent provides notice to the Parent’s shareholders) or of the following, to give the Company Stockholder and the Company written notice of (bi) the termination date of the Purchase Agreement in accordance with its terms Parent Stockholders Meeting (the "Pre-Closing Period"), at or 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 adjournment or postponement thereof), (ii) the result of the vote on the resolutions proposed at the Parent Stockholders Meeting (or any adjournment or postponement thereof), (iii) any adjournment or postponement of any such meeting and the new date and time thereof, (iv) any decision to reconvene an adjourned or postponed meeting or any decision or requirement to convene another general meeting in connection with any action the Merger or the implementation of the Rights Issue, and the new date and time thereof, and (v) the satisfaction or failure 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 satisfied of any of the Transactions or any Stockholder Consent Conditions. The Stockholder Consent shall become effective immediately following (and only immediately following) the satisfaction of all of the other transactions contemplated conditions set forth in clauses “(A)” through “(D)” of this sentence (the “Stockholder Consent Conditions”): (A) the Go-Shop Period shall have expired; (B) the Parent Stockholder Approval shall have been received; (C) the Financing Reaffirmations, dated no more than three (3) days prior to the date the Stockholder Consent is to become effective, shall have been received by the Company (with receipt by the Company deemed satisfaction of this Agreementcondition); provided, however, that and (D) neither the Transactions Company Board nor any other transaction contemplated by committee thereof shall have made a Company Recommendation Change which has not been withdrawn and the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder Expiration Date 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 1.1have otherwise occurred.

Agreement to Vote Shares. From Prior to the date hereof through Expiration Time, each Stockholder (in its capacity as such) irrevocably and unconditionally agrees during 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 annual or special meeting of the stockholders of Company called with respect to consider and vote upon the adoption and approval of the Purchase Agreement (following matters, and at any and all postponements and adjournments thereofevery adjournment or postponement thereof (each, a “Covered Meeting”), 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 appear at any such meeting or made the subject of any otherwise cause 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 Stockholder’s Shares to be taken in respect counted as present thereat for purpose of any Other Proposal establishing a quorum, respond to each request by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by the Company for written consent, if applicableany, and vote or cause the holder of record to vote such Stockholder’s Shares entitled to vote at such meeting (a) all in favor of (i) approval of the Subject Shares against Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement and (ii) any proposal to adjourn or postpone such Other Proposal. For purposes meeting of this stockholders of the Company to a later date if there are not sufficient votes to approve the Merger Agreement, the term "Other Proposal" means Merger and any other matters necessary for the Merger; and (xb) Acquisition Proposal against (as defined i) any action, proposal, transaction, or agreement which would reasonably be expected to result in any of the Purchase Agreementconditions to the Company’s obligations to consummate the Merger set forth in Article VII of the Merger Agreement not being fulfilled, and (ii) any 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 timely consummation of the Merger or the fulfillment of Parent’s, Merger Sub’s or the Company’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Transactions Company (including any amendments to the Company’s Organizational Documents). Any attempt by Stockholder to vote, consent or any express dissent with respect to (or otherwise to utilize the voting power of), such Stockholder’s Shares in contravention of this Section 4 shall be null and void ab initio. Notwithstanding the other transactions contemplated by this Agreement; providedforegoing, however, that neither Stockholder shall retain at all times the Transactions nor right to vote such Stockholder’s Shares in its sole discretion and without 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 limitation on those matters other than those set forth in this Section 1.14 that are at any time or from time to time presented for consideration to the Company’s stockholders.

Agreement to Vote Shares. From During the period commencing on the date hereof through and continuing until the earlier to occur of (a) the Closing Date (as defined in the Purchase Agreement) or (b) and the termination of the Purchase this Agreement in accordance with its terms terms, Management Stockholder agrees to: (the "Pre-Closing Period"), i) appear (in person or by proxy) at any annual or special meeting of the stockholders of Company called Activision for the purpose of obtaining a quorum; and (ii) vote (or, if requested, execute proxies with respect to), or execute a written consent or consents if stockholders of Activision are requested to consider and vote upon their shares through the adoption and execution of an action by written consent in lieu of any such annual or special meeting of stockholders of Activision, all Voting Shares: (a) in favor of approval of the Purchase Combination Agreement and the transactions contemplated thereby at every meeting (and at any and all postponements and adjournments 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 stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Sharesstockholders of Activision at which such matters are considered and at every adjournment or postponement thereof; (b) against (1) any action, whether issuedproposal, heretofore owned transaction or hereinafter acquiredagreement which would reasonably be expected to result in a breach of any covenant, in favor representation or warranty or any other obligation or agreement of Activision under the adoption and approval Combination Agreement or of the Purchase Management Stockholder under this Agreement and (2) any Activision Acquisition Proposal. Notwithstanding the foregoing, Management Stockholder shall remain free to vote (or execute consents or proxies with respect to) the Voting Shares with respect to any matter not covered by this Section 3 in favor any manner he deems appropriate; provided, that such vote (or execution of any other matter necessary for consents or proxies with respect thereto) would not reasonably be expected to interfere with, delay, discourage, adversely affect or inhibit the timely 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 Combination 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 During the period commencing on the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) and continuing until the termination of the Purchase this Agreement in accordance with its terms (except as provided in the "Pre-Closing Period"last sentence of this Section 3), each Principal Stockholder agrees to: (i) appear, or cause the record holder of any Shares on the applicable record date (each a “Record Holder”) to appear (in person or by proxy), at any annual or special meeting of the stockholders of the Company called for the purpose of obtaining a quorum, or, if stockholders of the Company are requested to consider vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, such Principal Stockholder agrees to execute or cause all Record Holders to execute such consent, and (ii) vote upon (or, if requested, execute consents or proxies with respect to), or cause each Record Holder to vote (or, if requested, execute consents or proxies with respect to), the Shares and any New Shares (as defined in Section 8 hereof): (A) in favor of adoption and approval of the Purchase Merger Agreement and the transactions contemplated thereby, including the Merger, at every meeting (and at any and all postponements and adjournments 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 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 stockholders of the adoption Company at which such matters are considered and approval at every adjournment or postponement thereof; (B) against any Acquisition Proposal; (C) against 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 Purchase Company under the Merger Agreement or of such Principal Stockholder under this Agreement; (D) against any liquidation, dissolution, recapitalization, extraordinary dividend or significant corporate reorganization of the Company or any of its subsidiaries; (E) except as otherwise agreed to in writing in advance by Purchaser, against any other action, proposal, transaction or agreement that would reasonably be expected to compete or interfere with, or would reasonably be expected to delay, discourage, adversely affect or inhibit the timely consummation of, the Merger; and (F) in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Merger Agreement (collectively, the "Transactions") and which is considered and voted upon at any such meeting of stockholders. Each Principal Stockholder agrees not to enter into any agreement, letter of intent, agreement in principle 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 understanding whatsoever 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 Person that would reasonably be expected to impedeviolate, conflict or interfere withwith the provisions of this Agreement or that would reasonably be expected to delay, delay or materially and discourage, adversely affect or inhibit the contemplated economic benefits to Parent of any timely consummation of the Transactions Merger. Notwithstanding the foregoing, each Principal Stockholder shall remain free to vote (or execute consents or proxies with respect to) the Shares with respect to any matter not covered by this Section 3 in any manner it deems appropriate, provided that such vote (or execution of consents or proxies with respect thereto) would not reasonably be expected to (i) violate or conflict with the provisions of this Agreement or (ii) materially impair the ability of such Principal Stockholder to perform its obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary contained herein, the obligations of the other transactions contemplated by Principal Stockholders under this Agreement; providedSection 3 shall be suspended during the pendency of an Adverse Recommendation Change due to an Intervening Event (provided that such obligations shall be reinstated at such time, howeverif any, that neither the Transactions nor any other transaction contemplated by Board or a committee thereof withdraws the Purchase Adverse Recommendation Change or approves or recommends the Merger Agreement subsequent 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 1.1Adverse Recommendation Change).

Agreement to Vote Shares. From Prior to the date hereof through Expiration Time, each Stockholder (in its capacity as such) irrevocably and unconditionally agrees during 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 annual or special meeting of the stockholders of Company called with respect to consider and vote upon the adoption and approval of the Purchase Agreement (following matters, and at any and all postponements and adjournments thereofevery adjournment or postponement thereof (each, a “Covered Meeting”), 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 appear at any such meeting or made the subject of any otherwise cause 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 Stockholder’s Shares to be taken in respect counted as present thereat for purpose of any Other Proposal establishing a quorum, respond to each request by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by the Company for written consent, if applicableany, and vote or cause the holder of record to vote such Stockholder’s Shares entitled to vote at such meeting (a) all in favor of (i) approval of the Subject Shares against Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement and (ii) any proposal to adjourn or postpone such Other Proposal. For purposes meeting of this stockholders of the Company to a later date if there are not sufficient votes to approve the Merger Agreement, the term "Other Proposal" means Merger and any other matters necessary for the Merger; and (xb) Acquisition Proposal against (as defined i) any action, proposal, transaction, or agreement which would reasonably be expected to result in any of the Purchase Agreementconditions to the Company’s obligations to consummate the Merger set forth in Article VII of the Merger Agreement not being fulfilled, and (ii) any 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 timely consummation of the Merger or the fulfillment of Parent’s, Merger Sub’s or the Company’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Transactions Company (including any amendments to the Company’s Organizational Documents). Any attempt by Stockholder to vote, consent or any express dissent with respect to (or otherwise to utilize the voting power of), such Stockholder’s Shares in contravention of this Section 4 shall be null and void ab initio. Notwithstanding the other transactions contemplated by this Agreement; providedforegoing, however, that neither Stockholder shall retain at all times the Transactions nor right to vote such Stockholder’s Shares in its sole discretion and without 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 limitation on those matters other than those set forth in this Section 1.14 that are at any time or from time to time presented for consideration to the Company’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 Shareholders 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 Securities then owned or hereinafter acquired, by the Securityholder that are then entitled to be voted: (a) in favor of: (i) the Scheme of Arrangement at the adoption Scheme Meeting (or any adjourned meeting thereof), (ii) the Company Shareholder Resolution at the Company GM (or any adjourned meeting thereof); (iii) any proposal to adjourn or postpone any such meeting to a later date if there are not sufficient votes to approve the Scheme of Arrangement and/or the Company Shareholder Resolution; and approval of the Purchase Agreement and in favor of (iv) any other matter resolution necessary for or desirable to implement the consummation Transactions, and (b) against: (i) any resolution to approve an Acquisition Proposal (including any resolution to approve a scheme of arrangement relating thereto) or any of the transactions contemplated by the Purchase Agreement thereby, (collectivelyii) 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 the Pre-Closing Periodrepresentation or warranty, at or any meeting other obligation or agreement of the stockholders Company under the Transaction Agreement or 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 (iii) 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 delay, discourage, adversely affect, or materially and adversely affect inhibit the contemplated economic benefits to Parent of any timely consummation of the Transactions or any the fulfillment of the other transactions contemplated by this conditions to Closing under the Transaction Agreement; provided, however, . Securityholder agrees that neither the Transactions nor any other transaction contemplated Subject Securities then owned by the Purchase Agreement Securityholder 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 Until the earlier to occur of (ax) the First Closing Date 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, Holder shall, at any meeting (whether annual or extraordinary and whether or not an adjourned or postponed meeting) of shareholders of the stockholders Company or of Company called to consider and vote upon the adoption and approval any class of shareholders of the Purchase Agreement (and at any and all postponements and adjournments thereof)Company, and however called, or in connection with any action to be taken in respect written resolution of the adoption and approval holders of shares or any class of shares in the capital of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted 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 (A) to the adoption and approval extent deemed necessary or appropriate by the Board of Directors of the Purchase Agreement Company, delivery of a Selling Notice (as that term is defined in the Company's Articles of Association) to invoke the compulsory transfer to Parent of the remaining share capital of the Company pursuant to Article 7 of the Company's Articles of Association, and in favor of (B) approving any other matter necessary for the consummation of matters that could reasonably be expected to facilitate the transactions contemplated by the Purchase Agreement Acquisition Agreement, and (collectivelyii) against any of the following actions (other than the Offer and any other transactions contemplated by the Acquisition Agreement): (A) any merger, consolidation, business combination, takeover, 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 significant part of the assets of the Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company, (D) any material change in the capitalization of the Company or the corporate structure of the Company, (E) the requisition (and the Holder shall not propose such written consent, as applicable. During the Pre-Closing Period, at a requisition) of any general or separate class meeting of the stockholders Company for the purposes of Company called considering any resolution relating to consider and vote upon any Other Proposal the Offer (as hereinafter defined) (and at any and all postponements and adjournments thereofincluding without limitation, a resolution to enable the Offer to become unconditional), and in connection except with any action to be taken in respect of any Other Proposal by the prior written consent of stockholders of CompanyParent, 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 (yF) any other action which is intended or agreement that could reasonably be expected to impederesult in a breach of any covenant, interfere with, delay representation or materially and adversely affect warranty or any other obligation or agreement of the contemplated economic benefits Company under the Acquisition Agreement or Holder under this Agreement or which could reasonably be expected to Parent of result in any of the Transactions or any conditions to the obligations of the other transactions contemplated by Company under the Acquisition Agreement not being fulfilled. This Agreement is intended to bind Holder as a shareholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Agreement; providedSection 3, howeverHolder shall not be restricted from voting in favor of, that neither the Transactions nor against or abstaining with respect to any other transaction contemplated by matter presented to 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 shareholders of the provisions and agreements contained in this Section 1.1Company.

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")Expiration Time, at any every meeting of the stockholders of the Company, however called, with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval proposed to be taken by written consent of the stockholders of the Company called with respect to consider any of the following, 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 upon (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 Holder shall be entitled to so vote (to the extent that any of the Shares are not purchased in the Offer), in each case to the fullest extent that such Holder’s Shares are entitled to vote: (a) in favor of (i) the adoption and approval of the Purchase Merger Agreement and all other transactions contemplated by the Merger Agreement (if applicable) and at (ii) any and all postponements and adjournments thereof), and in connection with any action proposal to be taken in respect adjourn or postpone the meeting of the stockholders of the Company to a later date if there are not sufficient votes for the adoption and approval of the Purchase Merger Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted and the transactions contemplated thereby (including by written consent, if applicable); (b) all against (i) any action, proposal, or agreement that would (or would reasonably be expected to) prevent, impede, interfere with, delay, postpone or adversely affect the Offer, the Merger Agreement or the other transactions contemplated by the Merger Agreement, in each case in any material respect, (ii) any change in the present capitalization of the Subject Shares, whether issued, heretofore owned Company or hereinafter acquired, in favor any amendment of the adoption and approval certificate of incorporation of the Purchase Agreement Company or (iii) any Acquisition Proposal and (c) in favor of any other matter expressly contemplated by the Merger Agreement and necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectivelyMerger Agreement, the "Transactions") and which is 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 the Company. Until such Shares are purchased in the Offer, each Holder shall retain at all times the right to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof)the Shares in such Holder’s sole discretion, 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 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 generally including, but not limited to, voting in favor of the matters set forth in the Company’s definitive Proxy Statement for its 2019 Annual Meeting of Stockholders.

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 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 The Stockholder hereby covenants and agrees that during the period commencing on the date hereof through and continuing until this Agreement terminates pursuant to Section 4 below, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the earlier stockholders of the Company, however called, and in any action by written consent of the stockholders of the Company, the Stockholder shall (a) appear at the Closing Date meeting or otherwise cause any and all Shares to be counted as present thereat for purposes of establishing a quorum and (b) with respect to matters deemed necessary or appropriate in the reasonable discretion of the Company to facilitate the Company’s initial public offering of securities or any bona fide merger, sale, or change of control to an unaffiliated third party, adoption of any equity incentive or similar plan, debt financing transaction or equity financing transaction, provided, however, that solely in the case of an equity financing transaction of New Securities (as defined in that certain Amended and Restated Investors’ Rights Agreement, dated as of September 22, 2021, by and among the Company, Stockholder and the other parties thereto (as amended, the “XXX”)) that includes a waiver with respect to Section 4 of the XXX with respect to such New Securities and Investors (as defined in the Purchase AgreementXXX) or participate in such transaction by electing to purchase a portion of such New Securities allocated by the Company to be sold to the Investors (b) an “Existing Investor Allocation”), then this Section 1.2 shall only be effective if the termination Stockholder receives the right to purchase, on substantially the same terms and conditions as purchasers of such New Securities who are not party to the Purchase Agreement XXX, the Stockholder’s full pro rata share of such Existing Investor Allocation, as determined in accordance with its terms (the "Pre-Closing Period"), at any meeting Section 4.1(b) of the stockholders of Company called to consider and XXX, vote upon the adoption and approval of the Purchase Agreement or consent (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 applicableor consented) all Shares (whether for, against or abstain) as the Board of Directors (the “Board”) 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 applicableCompany shall determine. During the Pre-Closing Period, at any meeting of the stockholders of Company called The Stockholder further agrees not 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 individual, corporation, partnership, association, trust, or any other entity (collectively, “Person”) the effect of which would be inconsistent with or violative of the provisions and agreements any provision contained in this Section 1.11.2.

Agreement to Vote Shares. From Shareholder, solely in his, her or its capacity as a shareholder of PFG, agrees that, while this Agreement is in effect, at any meeting of shareholders of PFG, 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 in his, her or its capacity as a shareholder of PFG, except as otherwise agreed to in writing in advance by SMBK, Shareholder shall vote (or cause to be voted), in person or by proxy, all the date hereof through Shares as to which the earlier Shareholder has, directly or indirectly, the right to vote or direct the voting, (i) in favor of approval of the Merger Agreement (aincluding any amendments or modifications of the terms thereof approved by the board of directors of PFG and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional proxies to approve the Closing Date Merger Agreement; (iii) against any action or agreement that would reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of PFG contained in the Merger Agreement or of Shareholder contained in this Agreement; and (iv) against any Acquisition Proposal (as defined in the Purchase Merger 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 action, agreement, or transaction that would reasonably be expected to prevent, materially impede, or materially delay 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 adverse to SMBK any prior vote or written consent, as applicable. During a shareholder of PFG, 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 At every meeting of the date hereof through stockholders of First Foundation called, and at every postponement, recess, adjournment or continuation thereof, and on every action, consent or approval (including by written consent) of the earlier stockholders of First Foundation, Stockholder 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 First Foundation Common Stock in connection with the Purchase Merger, and (iii) any other matter that is required to be approved by the stockholders of First Foundation 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 First Foundation under the Merger Agreement or Stockholder under this Agreement, and (iii) any proposal, transaction, agreement, amendment of the First Foundation Certificate or First Foundation 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 directed by First Foundation with its terms (the "Pre-Closing Period")respect to any postponement, recess, adjournment, continuation or other procedural matter at any meeting of the stockholders of Company called First Foundation 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 Stockholder 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 Proposalconsent). 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 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 Shareholders 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)) called to consider and vote upon the adoption of the Purchase 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 Shareholders of Company, Stockholder Shareholder 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 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 Periodterm of this Agreement, at any meeting of the stockholders Shareholders 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 Shareholders of Company, Stockholder Shareholder 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 materially impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions Investment or any of the other transactions contemplated by the Purchase Agreement or this Agreement; provided, however, that neither the Transactions Investment, the Brunswick Note or Affiliate Notes nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent Tracker or Purchaser the Company in connection therewith with the Investment or any other transaction contemplated by the Subordinated Note Purchase Agreements pursuant to which the Brunswick Note and Affiliate Notes were purchased shall constitute an Other Proposal. Stockholder Shareholder 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 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 shareholders of the Purchase Agreement (and Company 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 the Holder’s vote, Stockholder consent or other approval is sought, the Holder shall vote (or cause to be voted (including by written consent, if applicablevoted) all of the Subject SharesSecurities that are then entitled to be voted (i) in favor of any amendment to the Company’s Current Articles of Association (the “Current Articles”), whether issued, heretofore owned or hereinafter acquired, (ii) in favor of the Merger, the Merger Agreement and the other Transactions and of the terms of the Merger Agreement and the other agreements reflected therein, (iii) against any proposal, amendment, matter or agreement that would in any manner impede, frustrate, prevent or nullify the Merger Agreement, the Merger, any of the other Transactions or this Agreement; (iv) in favor of the conversion of all outstanding preferred shares of the Company into the Company's ordinary Shares in accordance with Section 7.2 of the Current Articles; (v) in favor of an increase in the authorized share capital of the Company and the determination that the securities issued in connection with the Merger Agreement shall not be deemed “New Securities” for the purposes of Article 49.1 of the Current Articles; (vi) in favor of a reverse stock split of all authorized, issued and outstanding shares of the Company at a ratio as shall be presented at the meeting, the reinstatement of the par value per share (including all authorized, issued and outstanding shares of the Company) at a par value as shall be presented at the meeting and the decrease in the authorized capital of the Company and the consequent increase in the share premium to be recorded on the Company’s accounts; (vii) in favor of changing the Company's name to סראטאסיס בע"מ and in English Stratasys Ltd. or to any other similar name that the Registrar of Companies may approve, which name change will enter into effect subject to and upon the Effective Time and to the approval by the Registrar of Companies, as set forth in the Merger Agreement; (viii) in favor of adoption of a public company Articles of Association, as set forth as an exhibit to the Merger Agreement, effective as of the Effective Time; (ix) in favor of an amendment of the current Company's Memorandum of Association, as set forth in the Merger Agreement, effective as of the Effective Time; (x) in favor of the ratification of the Company's 2011 Omnibus Stock Option and Restricted Stock Incentive Plan; (xi) in favor of the approval of the Registration Rights and Lockup Agreement, as set forth in the Merger Agreement; (xii) in favor of the appointment of the persons designated pursuant to the terms of the Merger Agreement as directors of the Company, including their classification to separate classes, as of the Effective Time, and approval of their remuneration; (xiii) in favor of the Purchase Agreement indemnification agreements to be entered into by the Company with each person who will serve on the board of directors of the Company and each person who will serve as an executive officer of the Company (the "Company Directors and Officers"); (xiv) in favor of the approval of the directors and officers insurance policy to be procured by the Company for the benefit of the Company Directors and Officers; (xv) against any proposed acquisition proposal; (xvi) in favor of any other matter action necessary for to authorize 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 issuance of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and shares in connection with the Merger to the directors and officers of Stratasys for the purposes of exempting such issuance from the application of Section 16 of the Exchange Act and the rules and regulations thereunder; and (xvii) in favor of any action necessary, advisable and prudent in the name and on behalf of the Company towards the implementation of the Merger, the above resolutions and all other actions required, advisable, prudent and/or resulting from the Merger or such resolutions. The Holder agrees that the Subject Securities that are entitled to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder voted shall vote be voted (or cause to be voted (including by written consentvoted) as set forth in the preceding sentences whether or not the Holder’s vote, if applicable) all consent or other approval is sought on only one or on any combination of the Subject Shares against such Other Proposal. For purposes matters set forth in clauses (i) - (xvii) above and at any time or at multiple times 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 1.1.

Agreement to Vote Shares. From Each Stockholder irrevocably and unconditionally agrees 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 annual or special meeting of Pxxxxx called with respect to the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (following matters, and at any and all postponements and adjournments adjournment or postponement thereof), and in connection with for any action to be taken in respect of the adoption and or approval of the Purchase Agreement by written consent or consents of Parker stockholders with respect to any of the following matters, to vote or cause the holder of record to vote the Pxxxxx Shares Beneficially Owned by it: (i) in favor of (1) the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement, and (2) any proposal to adjourn or postpone such meeting of stockholders of CompanyPxxxxx to a later date if there are not sufficient votes to approve the Merger; and (ii) against (1) any Acquisition Proposal, Stockholder shall vote Acquisition Transaction, 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, (collectively2) any action, the "Transactions") and considered and voted upon at any such meeting proposal, 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 is intended or agreement that could reasonably be expected to result in a material breach of any covenant, representation or warranty, or any other obligation or agreement of Parker under the Merger Agreement or of such Stockholder under this Agreement, other than to enforce any rights of Pxxxxx under the Merger Agreement or of Stockholder under this Agreement, and (3) any action, proposal, transaction, or agreement that could reasonably be expected to materially impede, interfere with, delay delay, discourage, adversely affect, or materially and adversely affect inhibit the contemplated economic benefits timely consummation of the Merger or the fulfillment of Parent’s, Pxxxxx’x, or Merger Sub’s conditions to Parent the Closing under the Merger Agreement or change in any manner the voting rights of any class of shares of Pxxxxx (including any amendments to the Transactions Amended and Restated Certificate of Incorporation of Pxxxxx or the Amended and Restated Bylaws of Pxxxxx), other than to enforce any rights of Pxxxxx under the Merger Agreement or of such Stockholder under this Agreement. The obligations of such Stockholder specified in Section 3 shall apply whether or not the Merger or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated action described above is recommended 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 Board of which would be inconsistent or violative Directors of the provisions and agreements contained in this Section 1.1Pxxxxx.

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 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 each Holder irrevocably agrees that it shall vote (or cause to be voted (including by written consent, if applicablevoted) all of the shares of Common Stock acquired by such Holder pursuant to the LiquidMarket Merger set forth under such Holder's signature to this Agreement (together with any shares of Common Stock acquired by such Holder hereafter (including through the exercise of options or similar instruments) the "Subject Shares, whether issued, heretofore owned or hereinafter acquired, Securities") (a) in favor of the adoption of the Merger Agreements and the approval of the Purchase Agreement terms thereof (with such modifications as the parties thereto may make (except for modifications that would adversely affect such Holder)) and each of the other transactions contemplated by the Merger Agreements and (b) against any of the following (or any agreement to enter into or effect any of the following): (i) prior to the Effective Time, any Takeover Proposal, Material Transaction Proposal (as such terms are defined in favor the Merger Agreements) requiring the vote of the Company's stockholders or transaction or occurrence which if publicly proposed and offered to the Company and its stockholders (or any of them) would be the subject of a Takeover Proposal or Material Transaction Proposal, or (ii) any amendment of the Company's certificate of incorporation or by-laws or other matter necessary for proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other action or transaction would reasonably be expected to prevent or materially impede or delay 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 AgreementMerger Agreements; provided, however, that neither the Transactions nor obligations pursuant to this Section 1 shall automatically terminate without any other transaction contemplated by further action on the Purchase part of the Holder or NBC upon the termination of this Agreement pursuant to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other ProposalSection 5 hereof. Stockholder Such Holder 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 (i) SBC shall vote or cause any of its ------------------------ Subsidiaries to vote all shares of Class A Common Stock and Class B Common Stock owned or held of record by SBC or any of its Subsidiaries at any meeting of Prodigy stockholders held for such purpose in favor of electing three persons designated by the date hereof through the earlier of Stockholders in writing to SBC prior to such meeting (aeach such person, a "Stockholder Designee") the Closing Date as Class A Directors (as defined in the Purchase AgreementRestated Certificate of Incorporation) or (b) to the termination board of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period")directors of Prodigy; provided, however, that at any meeting time that a First Telmex/Carso Triggering Event -------- ------- (as defined in the Restated Certificate 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)Incorporation) occurs, 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 SBC shall vote or cause any of its Subsidiaries to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, vote such shares in favor of electing two Stockholder Designees as Class A Directors to the adoption and approval board of the Purchase Agreement and in favor directors of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectivelyProdigy; provided, the "Transactions") and considered and voted upon further, that 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 time a Second Telmex/Carso Triggering Event (as hereinafter defined-------- ------- defined in the Restated Certificate of Incorporation) (and at any and all postponements and adjournments thereof)occurs, and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder SBC shall vote or cause any of its Subsidiaries to be voted vote such shares in favor of electing one Stockholder Designee as a Class A Director to the board of directors of Prodigy; provided, further, that at any time that a Third Telmex/Carso Triggering Event -------- ------- (including by written consentas defined below) occurs, if applicable) all SBC's obligation to vote or cause any of its Subsidiaries to vote such shares in favor of electing any Stockholder Designees as Class A Directors to the Subject Shares against such Other Proposalboard of directors of Prodigy shall terminate. For purposes of this Agreement, the term "Other ProposalThird Telmex/Carso Triggering Event" means any time that Telefonos de Mexico, S.A. de C.V. (x"Telmex") Acquisition Proposal and Carso Global Telecom, S.A. de C.V. (as defined "Carso"), acting separately or jointly, shall have transferred (other than to an Affiliate within the same corporate group) in the Purchase Agreementaggregate (i.e., together with all other shares of Prodigy Common Stock previously transferred by Telmex or Carso other than to an Affiliate within the same corporate group) or a number of shares of Prodigy Common Stock constituting an aggregate of one hundred percent (y100%) 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 number of shares of Prodigy Common Stock owned or any held of record by Telmex and Carso as of the other transactions contemplated by this Agreementdate hereof (subject to adjustment in accordance with Article FOURTH, Clause (b)(iv) of the Restated Certificate of Incorporation); provided, however, that neither calculations of whether the Transactions nor any other transaction contemplated by Third Telmex/Carso -------- Triggering Event has occurred shall be made on the Purchase Agreement to be consummated by Company, Parent same basis as the calculations of whether First or Purchaser Second Telmex/Carso Triggering Events have occurred 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 Restated Certificate of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1Incorporation.

Agreement to Vote Shares. From ENEL shall take such action as may be required so that all shares of Voting Stock owned by the date hereof through ENEL Group are voted for the earlier slate of nominees recommended by Echelon’s board of Directors to stockholders for the election as directors (which slate shall include the ENEL nominee as provided in section 9.2), including without limitation to be present, in person or by proxy, at all meetings of stockholders of Echelon voting for the election of directors. ENEL shall use its best efforts to cause the companies in the ENEL Group that own shares of Voting Stock to be present, in person or by proxy, at all other meetings of stockholders of Echelon so that such shares of Voting Stock beneficially owned by the ENEL Group may be counted for the purposes of determining the presence of a quorum at such meetings. The ENEL Group shall be entitled to vote the Voting Stock owned by it in its sole and absolute discretion (including by abstaining from voting), except that the provisions of the following paragraph shall govern voting in respect of the Agreed Voting Matters. With respect to Agreed Voting Matters to be voted on by holders of Voting Stock, ENEL shall vote, and shall use its best efforts to cause the other companies in the ENEL group to vote, at least the same percentage of the Voting Stock owned by them for or against such matter (as recommended by a Designated Majority of the Board of Directors of Echelon on such matter) as the percentage of Voting Stock held by all other stockholders of Echelon which is voted for or against such matter (as recommended by a Designated Majority of the Board of directors of Echelon such on matter). For purposes of the preceding sentence, the term “percentage of Voting Stock held by all other stockholders of Echelon” shall mean the percentage that is equal to (i) the Voting Stock (excluding Voting Stock owned by the ENEL Group) actually voted for or against such matter (as recommended by a Designated Majority of the Board of Directors of Echelon on such matters) divided by (ii) the total Voting Stock (excluding the Voting Stock owned by the ENEL Group) actually present and voting on such matter. ENEL shall notify Echelon in writing as soon as reasonably practicable after receiving notice of a security holder proposal if it believes that clauses (a) the Closing Date (as defined in the Purchase Agreement) or (b) in the termination definition of the Purchase Agreement term “Agreed Voting Matter” contained in accordance with its terms (Section 9.1 hereof are applicable. Notwithstanding anything in this Section 9.4 to the "Pre-Closing Period")contrary, at any meeting of in the event that 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 Echelon shall approve a Merger which is contemplated to be taken in respect accounted for as a pooling 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 (collectivelyinterests, 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 ENEL Group shall not enter into exercise any agreement dissenters’ rights or understanding with any person appraisal rights available under applicable law if Echelon previously notifies it in writing that such exercise would prevent or entity the effect impair such pooling of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1interests treatment.

Agreement to Vote Shares. From Each Stockholder hereby, each separately, agrees with the date hereof through Company that, at all times during the earlier period commencing with the execution and delivery of the Exchange Agreement and continuing until the Expiration Time, the Stockholder shall (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 when a meeting of the stockholders of the Company is called to consider and present the Exchange for a vote upon the adoption and approval of the Purchase Agreement stockholders (and at any and all postponements and adjournments thereofwhether or not an adjourned or postponed meeting), and in connection with appear at such meeting or otherwise cause any action shares of Company Common Stock Beneficially Owned by such Stockholder to be taken in counted as present thereat for the purpose of establishing a quorum and (b) with respect to any meeting at which a vote of the adoption and approval of the Purchase Agreement by written consent of Company’s stockholders of Companyis requested, Stockholder shall vote vote, or cause to be voted at such meeting, all shares of Company Common Stock Beneficially Owned by such Stockholder or any of its Affiliates (including by proxy or written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, (i) in favor of any proposal (the adoption and approval of “Proposal”) to approve the Purchase Agreement Exchange and in favor of any other matter necessary for presented or proposed that is related to the consummation Exchange in accordance with the terms and conditions set forth in the Exchange Agreement, (ii) against any other proposal, transaction, agreement or other action inconsistent with or made in opposition to approval of the transactions contemplated by the Purchase Agreement Exchange and (collectively, the "Transactions"iii) and considered and voted upon at any such meeting or made the subject in favor of any proposal to adjourn or postpone such written consentstockholder meeting to a later date if there are not sufficient votes to approve the Exchange. Prior to the Expiration Time, 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. each 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 this Agreement. The provisions of this Section 3 shall apply to all Shares owned as of the provisions and agreements contained in this Section 1.1record date for the vote on the Proposal (the “Record Date”), regardless of whether a Transfer of some or all of such Shares occurs after the Record Date.

Agreement to Vote Shares. From The Stockholder agrees that it will vote the date hereof through the earlier Company Voting Securities held of record or beneficially by it (a) the Closing Date including any New Company Voting Securities (as defined in the Purchase Agreement) Section 4 hereof)), or (b) the termination will cause any holder of record of the Purchase Agreement in accordance with its terms Company Voting Securities owned beneficially by the Stockholder (the "Pre-Closing Period"including, any New Company Voting Securities), to vote the Company Voting Securities and New Company Voting 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 the 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 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 Company Common Stock to at least [ ], (c) in favor of approving the issuance of shares of Company Common Stock upon conversion of the Notes and exercise of the Warrants (including, in each case, any shares issuable as a result of antidilution adjustments pursuant to the terms of the Notes or Warrants) or as otherwise contemplated by the terms of the Notes and Warrants, in each case in excess of [ ]2 shares, (d) against any action or agreement that would result, or would be reasonably likely to result, in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Securities Purchase Agreement or the other Transaction Documents (collectively, as such term is defined in the "Transactions"Securities Purchase Agreement) and considered and voted upon at (e) against any such meeting action or made agreement contrary to those set forth in this Section 2. The Stockholder will retain the subject of any such written consentright to vote its Company Voting Securities, as applicable. During in the Pre-Closing PeriodStockholder’s sole discretion, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and on all postponements and adjournments thereof)matters other than those described in this Section 2, and in connection with any action to be taken the Stockholder may grant proxies and enter into voting agreements or voting trusts for the Company Voting Securities in respect of any Other Proposal by written consent of stockholders of Companysuch other matters. The Stockholder agrees to deliver to [ ] upon request a proxy substantially in the form attached hereto as Exhibit B, Stockholder which proxy shall vote or cause to be voted (including by written consent, if applicable) all of irrevocable during the Subject Shares against such Other Proposal. For purposes 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 Delaware law.

Agreement to Vote Shares. From the date hereof through the earlier of Stockholder shall be present (ain person or by proxy) the Closing Date and vote his 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 hereof), at and shall cause any meeting holder of the stockholders record of Company called his Shares or New Shares to consider be present and vote upon the vote, (a) in favor of adoption and approval of the Purchase Merger 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 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 the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereofby this Agreement), and in connection with (b) 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 Merger Agreement) other than the Merger (or any other Acquisition Proposal of Parent) and (yc) against any proposed action or transaction that would prevent or intentionally delay consummation of the Merger (or other action Acquisition Proposal of Parent) or is otherwise inconsistent therewith, and in each case, at every meeting of the stockholders of the Company 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 stockholders). 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 results of such vote or consent. Stockholder shall deliver to Parent upon request a proxy substantially in the form attached hereto as Exhibit B (the "PROXY"), which proxy shall be coupled with an interest and irrevocable to the extent permitted under Delaware law, with the total number of such Stockholder's Shares and any New Shares correctly indicated thereon. Stockholder hereby revokes any and all previous proxies granted with respect to his Shares. Such irrevocable proxy is intended or could reasonably to be expected to impede, interfere with, delay or materially and adversely affect irrevocable in accordance with the contemplated economic benefits to Parent provisions of any Section 212(e) of the Transactions or any Delaware General Corporation Law. The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2 is given in connection with the execution of the other Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. Stockholder shall also use his 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 or 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. 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 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 the Company, and vote upon at every adjournment or postponement thereof, and, in the adoption and approval case of the Purchase Agreement following clause (and at any and all postponements and adjournments thereof), and in connection with any ii) 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 irrevocably and unconditionally agrees and covenants that the Stockholder shall, including by prompt written consent if requested by Parent, vote (or cause to be voted (including by written consent, if applicablevoted) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, Shares (i) in favor of the adoption and approval of the Purchase Merger Agreement (as the same may be amended from time to time) (provided that with respect to the Written Consent on but not before 5:00 p.m. on the 20th calendar day following the date on which Parent files a Current Report on Form 8-K as referenced in, and in favor meeting the requirements of, the penultimate sentence of this Section 1.2) (ii) against any other matter necessary for the consummation amendment of the transactions contemplated by the Purchase Agreement (collectivelyCompany’s certificate of incorporation or bylaws or other proposal, the "Transactions") and considered and voted upon at any such meeting transaction, agreement 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 involving the Purchase Agreement) Company or (y) any of its subsidiaries which amendment or other action which is intended proposal or transaction could be reasonably be expected to materially impede, frustrate, prevent, interfere with, delay postpone, delay, discourage, adversely effect or materially and adversely affect the contemplated economic benefits to Parent nullify, or result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Transactions Company under or with respect to, the Merger, the Merger Agreement or any of the other transactions contemplated by this Agreement; provided, however, the Merger Agreement and (iii) in favor of any amendment or modification to the proposed certificate of incorporation and bylaws attached as exhibits to the Merger Agreement that neither the Transactions nor any other transaction contemplated may reasonably be requested or suggested by the Purchase Agreement to be consummated by Company, Parent Securities and Exchange Commission or Purchaser in connection therewith shall constitute an Other Proposal. its staff (it being understood that the Stockholder shall not enter into be obligated to vote for any agreement such amendment or understanding with any person or entity modification that would adversely affect the effect of which would be inconsistent or violative Merger Consideration payable to the Stockholder). In the event that a meeting of the provisions stockholders of the Company is held, the Stockholder shall appear at such meeting or otherwise cause the Subject Shares owned by the Stockholder to be counted as present for purposes of establishing a quorum. On, but no earlier than 5:00 p.m. on, the 20th calendar day following the date on which Parent first files a Current Report on Form 8-K with the Securities and agreements Exchange Commission regarding the Merger, which Current Report on Form 8-K shall contain as an exhibit thereto a true, complete and correct copy of the executed Merger Agreement, the Stockholder shall irrevocably execute and deliver with respect to the Subject Shares to the Company its respective counterpart of the form of Written Consent of the stockholders of the Company attached hereto as Exhibit A (the “Written Consent”). Notwithstanding anything contained in this Section 1.1Agreement, the Stockholder shall not be required to vote, consent or grant any proxy in favor of any action or proposal that, if approved by the stockholders of the Company, would extend the Termination Date (as defined in the Merger Agreement).

Agreement to Vote Shares. From Prior to 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")Expiration Time, at any every meeting of the Bank’s stockholders of 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 or approval by written resolution or consent of the adoption and approval Bank stockholders with respect to any of the Purchase Agreement by written consent of stockholders of Companyfollowing, Stockholder shall vote or cause the Shares in respect of which Stockholder is entitled 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 vote 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 such 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 Adverse Proposal (as defined below); provided, that nothing herein shall preclude Stockholder from exercising full power and authority to vote the Shares in Stockholder’s sole discretion for or against any proposal submitted to a vote of the Bank’s stockholders to approve any payment that, in the Purchase Agreementabsence of such approval, constitutes a parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). “Adverse Proposal” means (i) any Acquisition Proposal, (ii) any change in a majority of the board of directors of the Bank, (iii) any amendment to the Bank’s charter or bylaws not approved in writing by Howard, (iv) any material change in the capitalization of the Bank (including the terms of any Bank securities) or the Bank’s corporate structure (yother than, if applicable, the conversion of shares of the Series A Non-Voting Non-Cumulative Perpetual Preferred Stock, par value $10.00 per share, of the Bank (the “Bank Series A Preferred Stock”) into shares of common stock, $10.00 par value per share, of the Bank (the “Bank Common Stock”), (v) any action that would reasonably be expected to result in a breach of any representation, warranty, covenant or obligation of the Bank in the Merger Agreement and that would reasonably be expected to preclude fulfillment of a condition precedent under the Merger Agreement to the Bank’s or Howard’s obligation to consummate the Merger or the other transactions contemplated by the Merger Agreement (“Transactions”), (vi) any action which is intended that would reasonably be expected to result in a breach of any representation, warranty, covenant or could obligation of the Stockholder in this Agreement, or (vii) any other matter 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 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 1.1Transactions.

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 meeting of the stockholders Company Stockholders called with respect to any of Company called the following, and at every adjournment thereof, as permitted by the Merger Agreement, Holder shall appear at such meeting (in person or by proxy) and shall vote the Shares and any New Shares (or cause the Shares and any New Shares to consider be voted) (i) in favor of (x) adoption of the Merger Agreement 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 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 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 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 any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve and adopt the Merger Agreement and (ii) against any (A) Alternative Transaction Proposal and (B) any action which is intended involving the Company or could its Subsidiaries or Affiliates that would reasonably be expected to (I) result in the breach in any material respect of a representation, warranty or covenant of the Company in the Merger Agreement or (II) prevent, impede, interfere with, discourage, delay or materially and adversely affect the contemplated economic benefits to Parent of any consummation of the Transactions or any Merger (the proposals and actions described in this Section 2(a)(ii), the “Covered Actions”). Until the earlier to occur of the other transactions contemplated Effective Time and the Expiration Date, Holder shall not approve or otherwise consent to any Covered Actions by this Agreement; providedwritten consent. Notwithstanding the foregoing, however, that neither Holder shall retain at all times the Transactions nor right to vote the Shares in its sole discretion and without any other transaction contemplated by limitation on those matters other than those set forth in this Section 2(a) that are at any time or from time to time presented for consideration to the Purchase Agreement to be consummated by CompanyCompany Stockholders. Except as expressly set forth in clauses (i) and (ii) of this Section 2, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the Company Stockholders. Until the earlier to occur of the Effective Time and the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any person Person with respect to voting of its Shares on any Covered Actions which conflicts with the terms of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall require Holder to vote in favor of, or entity otherwise act by written consent with respect to, any amendment to the effect Merger Agreement or the taking of which any action that would be inconsistent result in the amendment, modification, or violative waiver of any provision therein, in any such case, in a manner that decreases the amount or changes the form of the provisions and agreements contained Merger Consideration payable to the Company Stockholders or is otherwise materially adverse to the Company Stockholders in this Section 1.1their capacity as Company 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 Until termination of the Purchase this Agreement in ------------------------ accordance with its terms (the "Pre-Closing Period")Section 7 hereof, 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 shall vote or cause to be voted 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 terms of the Reorganization Agreement and in favor the Merger and any matter that could reasonably be expected to facilitate the Merger; (ii) against approval of any other matter necessary for the proposal made in opposition to or competition with consummation of the transactions contemplated by Merger and against any merger, consolidation, sale of all or substantially all assets, reorganization or recapitalization, with any party other than with Parent and its affiliates and against any liquidation or winding up of the Purchase Agreement Company (collectivelyeach of the foregoing is hereinafter referred to as an "Opposing Proposal"); and (iii) to waive the -------- -------- relevant notice periods contained in the Charter Documents in connection with the calling of any meeting of the stockholders, the "Transactions") and considered and voted upon at any such meeting or made the subject taking of any such action or the setting of any record date, in each case, with respect to the Merger. Upon the written consentrequest of Parent, as applicable. During the Pre-Closing Period, at any Stockholder agrees to call a meeting of the stockholders of the Company called to consider for the purpose of voting upon the Merger and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and the transactions contemplated thereby. Until termination of this Agreement in connection accordance with any action to be taken in respect of any Other Proposal by written consent of stockholders of CompanySection 7 hereof, Stockholder shall vote agrees not to take any actions contrary to or cause to be voted (including by written consentthat conflict with Stockholder's obligations under this Agreement and will not grant any proxies or powers of attorney, 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 deposit any of the Transactions Shares or any New Shares into a voting trust or enter into a voting agreement, understanding or arrangement with respect to any of the other transactions contemplated by this Agreement; provided, however, Shares or any New Shares. The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger 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 1.1may have.

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 with respect to consider any Takeover Proposal, Material Transaction Proposal or transaction or occurrence which if publicly proposed and vote upon offered to the adoption Company and approval its stockholders (or any of them) would be the Purchase Agreement subject of a Takeover-Proposal or Material Transaction Proposal (and at any and all postponements and adjournments thereofcollectively, a "Subject Proposal"), and in connection with at every adjournment of any such meeting, and 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 Subject Proposal, Stockholder CNET irrevocably agrees that it shall vote (or cause to be voted (including by written consent, if applicablevoted) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of Securities that it beneficially owns on 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 record date of any such written consentvote or action to ratify, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider approve and vote upon any Other Proposal (as hereinafter defined) (and at adopt any and all postponements and adjournments thereof)actions adopted or approved by NBC, and in connection with against any and all actions voted against by NBC. CNET shall not commit or agree to take any action to be taken in respect of any Other Proposal by written consent of stockholders of Companyinconsistent with the foregoing. As used herein, 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 Material Transaction Proposal" means any inquiry, proposal or offer from any Person relating to (xi) Acquisition Proposal the direct or indirect acquisition or purchase of 5% or more of the assets (based on the fair market value thereof) of Xenon 2 and its Subsidiaries, taken as defined a whole, or of 5% or more of any class of equity securities of Xenon 2 or any of its Subsidiaries or any tender offer or exchange offer (including by Xenon 2 or its Subsidiaries) that if consummated would result in the Purchase Agreement) any person beneficially owning 5% or more of any class of equity securities of Xenon 2 or any of its Subsidiaries, or (yii) other action which is intended any merger, consolidation, business combination, sale of all or could reasonably be expected substantially all assets, recapitalization, liquidation, dissolution or similar transaction involving Xenon 2 or any of its Subsidiaries. As used herein, "Takeover Proposal" means any inquiry, proposal or offer from any Person relating to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of (A) any of the Transactions or any matters set forth in clause (i) of the other transactions contemplated by this Agreement; provideddefinition of Material Transaction Proposal but replacing "5%" with "50%" each place "5%" is used in such definition, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent (B) a sale of all 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 substantially all of the provisions assets of Xenon 2 and agreements contained in this Section 1.1.its Subsidiaries or (C) a merger or consolidation of

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 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 shareholders of Company, Stockholder each Shareholder shall vote or cause to be voted (including by written consent, if applicable) all of the such Shareholder's 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 Period, at At any meeting of the stockholders shareholders of Company called to consider and vote upon any Other Adverse 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 Adverse Proposal by written consent of stockholders shareholders of Company, Stockholder each Shareholder shall vote or cause to be voted (including by written consent, if applicable) all of the such Shareholder's Subject Shares against such Other Adverse Proposal. For purposes of this Agreement, the term "Other Adverse Proposal" means any (xa) Acquisition Proposal (as defined in the Purchase Agreement) extraordinary corporate transaction, including without limitation a merger, consolidation 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 business combination involving Company or any of its Subsidiaries, (b) sale, lease or transfer of a material amount of assets of Company or any of its Subsidiaries, (c) reorganization, recapitalization, dissolution or liquidation of Company or any of its Subsidiaries, (d) change in a majority of the Board of Directors of Company, (e) material change in the present capitalization of Company or any amendment of Company's certificate of incorporation or bylaws, or (f) other transactions contemplated by this Agreementmaterial change in Company's corporate structure or business; provided, however, that neither the Transactions Merger nor any other transaction contemplated by the Purchase Merger Agreement to be consummated by Company, Company or Parent or Purchaser in connection therewith with the Merger shall constitute an Other Adverse Proposal. Stockholder The Shareholders' obligation to vote or cause to be voted the Subject Shares shall not enter into any agreement or understanding with any person or entity be fully satisfied by the effect of which would be inconsistent or violative grant of the provisions irrevocable proxy pursuant to Section 1.2 hereof, unless such Section shall have been judicially determined to be invalid and agreements contained in this Section 1.1unenforceable.

Agreement to Vote Shares. From Stockholders agree during the date hereof term of this Agreement to vote the Shares at any annual or special meeting of stockholders of Parent, or execute a written consent or consents if stockholders of Parent are requested to vote their Shares through the earlier execution of (a) the Closing Date (as defined an action by written consent in the Purchase Agreement) lieu of any such annual or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any special meeting of the stockholders of Company called Parent, and to consider and vote upon the adoption and cause any holder of record of Shares to vote: (i) in favor of: (1) approval of the Purchase Acquisition and the issuance of Preferred E Stock and Parent Stock into which convertible in such amount that exceeds 19.99% of the Parent’s Common Stock outstanding prior to the Effective Date pursuant to NASDAQ Rule 5635 as contemplated in the Merger Agreement (the “Acquisition Consideration”) and the transactions contemplated thereunder, at any and all postponements and adjournments thereof), and every meeting (or 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) (Parent at which such matters are considered and at any every lawful adjournment or postponement thereof and all postponements and adjournments thereof), and in connection with any action to be taken in respect (2) approval of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote proposal to adjourn or cause postpone the meeting to be voted (including by written consent, if applicable) all of a later date during the Subject Shares against such Other Proposal. For purposes term of this Agreement, if there are not sufficient votes for the term "Other Proposal" means any (x) approval of the Acquisition Proposal (as defined Consideration and transactions contemplated in the Purchase AgreementMerger Agreement on the date on which such meeting is held; (ii) against any action, proposal, transaction or (y) other action agreement which is intended or could reasonably be expected to impederesult in a breach of any covenant, interfere with, delay representation or materially and adversely affect warranty or any other obligation or agreement of Parent under the contemplated economic benefits Merger Agreement or of the Stockholders under this Agreement or which would reasonably be expected to Parent of result in any of the Transactions conditions to Parent’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind the Stockholders as stockholders of Parent only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 2, the Stockholders shall not be restricted from voting in favor of, against or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor abstaining with respect to any other transaction contemplated by matter presented to 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 stockholders of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1Parent.

Agreement to Vote Shares. From During the date hereof through the earlier of (a) the Closing Date Option Period (as ------------------------ defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"Section 2.2), 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, 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 Option 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 (xa) Acquisition Proposal (as defined in the Purchase Merger Agreement) or (yb) 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 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 During the period (the ------------------------ "Restricted Period") from and including the date hereof through and including the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or Effective Time and (b) the termination of date that is one year after the Purchase date on which the Merger Agreement in accordance with its terms (the "Pre-Closing Period")is terminated pursuant to Section 8.1 thereof, 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, each Stockholder shall 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 and approval of the Purchase Agreement 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 Restricted Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Adverse 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 Adverse Proposal by written consent of stockholders of Company, each Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the such Stockholder's Subject Shares against such Other Adverse Proposal. For purposes of this Agreement, the term "Other Adverse Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Merger 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 or any of the other transactions contemplated by the Merger Agreement or 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 Shareholder 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 shareholders 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 stockholders the shareholders of the Company, Stockholder Shareholder 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), or give his, her or its consent with respect to, 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 Shareholder Proposal (which includes approval of the Purchase Agreement Merger and in favor of the Merger Agreement); and (ii) against any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement following (collectivelyor any agreement to enter into, the "Transactions") and considered and voted upon at effect, facilitate or support 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 following): (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 other than the Purchase AgreementMerger); (B) 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 (yC) 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 amendment of the Transactions Company’s Articles 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 other transactions contemplated by this Agreement; provided, however, that neither Merger or the Transactions nor any other transaction contemplated by the Purchase Merger Agreement or change in any manner the voting rights of any capital stock of the Company (collectively, “Frustrating Transactions”). Shareholder further agrees not 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 with or violative of the provisions and agreements any provision contained in this Section 1.11.2. Any vote or consent (or withholding of consent) by the Shareholder that is not in accordance with this Section 1.2 shall be considered null and void, and the provisions of Section 1.3 shall be deemed to take immediate effect. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall be construed to limit or restrict Shareholder from acting in his or her capacity as a director of the Company or voting in Shareholder’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 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")Expiration 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 Shares, whether issued, heretofore owned or hereinafter acquiredShares that such Holder is entitled to so vote, in favor each case to the fullest extent that such Holder’s Shares are entitled to vote: 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 obligation or agreement of the adoption and approval of Company contained in the Purchase Agreement and in favor Merger Agreement, or 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 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 Offer Expiration Time, (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 (e) subject to the right to terminate this Agreement; providedAgreement pursuant to Section 8(e) any Acquisition Proposal. Each Holder shall retain at all times the right to vote the Shares in such Holder’s sole discretion, however, 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 generally including, but not limited to, voting in favor of the matters set forth in the Company’s definitive Proxy Statement for its 2021 Annual Meeting of 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 Merger Consideration, (ii) imposes any material restrictions or additional conditions on the consummation of the Merger or the payment of 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 the Holder’s rights under the Merger Agreement.

Agreement to Vote Shares. From the date hereof through the earlier of (a) Each Shareholder covenants and agrees that until the Closing Date termination of this Agreement in accordance with the terms hereof, such Shareholder shall (a) when a meeting of the Company’s shareholders is held, appear at such meeting (in person or by proxy) or otherwise cause all Shares and any New Shares (as defined below) to be counted as present thereat for the purpose of establishing a quorum and (b) vote (or cause to be voted) the Shares and any New Shares or, in the case of an action by written consent in lieu of a meeting, exercise its right to consent (i) in favor of adoption of the Merger Agreement and approval of the transactions contemplated thereby; (ii) against the approval of any proposal made in opposition to or in competition with the consummation of the Merger and the Merger Agreement, (iii) against any proposal that would reasonably lead to or result in the conditions of the Company’s or Parent’s or Merger Sub’s obligations under the Merger Agreement not being fulfilled; (iv) against the adoption of any reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company; (v) against any Competing Transaction (as defined in the Purchase Merger Agreement); and (vi) against the election of a group of individuals to replace a majority or (b) the termination more of the Purchase Agreement individuals presently on the Board of Directors of the Company (each item set forth in accordance with its terms the foregoing clauses (the "Pre-Closing Period"i) through (vi), a “Proposed Matter”) at any every meeting of the stockholders shareholders 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 postponement or adjournment thereof), and in connection with any ) or 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 taken with respect to be voted (including by written consent, if applicable) all of any Proposed Matter. Prior to 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 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 each Shareholder 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 entity give instructions in any manner inconsistent with the effect terms of which would be inconsistent or violative this Agreement. The provisions of this Section 1 shall apply to all Shares and New Shares owned by each Shareholder as of the provisions and agreements contained in this Section 1.1record date for the vote on any Proposed Matter.

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 Company Stockholders, however 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 Company Stockholders with respect to any of Companythe following, Stockholder each Holder shall appear at such meeting (in person or by proxy) or otherwise cause the Shares to be counted as present thereat 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 Shares, whether issued, heretofore owned or hereinafter acquired, Shares that such Holder shall be entitled to so vote: (i) in favor of the adoption and approval of the Purchase Merger Agreement and all other transactions contemplated by the Merger Agreement as to which Company Stockholders are called upon to vote or consent in favor of any other matter necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement; (ii) in favor of any proposal to adjourn or postpone the meeting of the Company Stockholders to a later date, if there are not sufficient votes for adoption and approval of the Merger Agreement; (iii) against any action, proposal, or agreement that would (or would reasonably be expected to) result in any of the conditions to the Company’s or any of its Subsidiaries’ obligations under the Merger Agreement not being fulfilled; and (iv) against any Acquisition Proposal, Acquisition Transaction or agreement, transaction, or other matter that is intended to, or would (or would reasonably be expected to), impede, impair, interfere with, delay, postpone, discourage, or otherwise adversely affect 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 Merger or any of the other transactions contemplated by this Agreement; providedthe Merger Agreement ((i) through (iv), however, that neither the Transactions nor “Covered Proposals”). No Holder shall take or commit or agree to take any other transaction contemplated by action inconsistent with 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 1.1foregoing.

Agreement to Vote Shares. From Prior to 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")Expiration Time, at any every meeting of the stockholders of Company Target Shareholders called with respect to consider and vote upon the adoption and approval any of the Purchase Agreement (following matters, 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 Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all resolution of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor shareholders of the adoption and approval Target with respect to any of the Purchase Agreement following matters, Shareholder shall participate and vote the Shares (i) in favor of any other matter that is reasonably necessary for to facilitate the consummation of the transactions Merger and the other Contemplated 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 (ii) against any (x) Acquisition Adverse Proposal (as defined below) and (iii) against any other matter that would reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect the Merger or any of the other Contemplated Transactions; provided that nothing in this Agreement shall preclude Shareholder from exercising full power and authority to vote the Shares in Shareholder’s sole discretion for or against any proposal submitted to a vote of the Target Shareholders to approve any payment which would, in the Purchase absence of such approval, constitute a parachute payment under Section 280G of the Code. “Adverse Proposal” means (A) any Acquisition Proposal, (B) any change in a majority of the Board of the Target other than as set forth in Schedule 2 of the Merger Agreement, (C) any material change in the capitalization of the Target or the Target’s corporate structure or in the terms of any security of the Target, or otherwise obligating the Target to grant any security, or (yD) any other action which is intended matter, including any amendment to the Articles of Incorporation or could Bylaws, 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 Contemplated Transactions. Any such vote shall be cast (and each consent shall be given) by this Agreement; providedShareholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, however, including for purposes of determining that neither a quorum is present and for purposes of recording the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent results of such vote 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) the Closing Date (as defined in the Purchase Agreement) or (b) Until the termination of the Purchase this Agreement in accordance with its terms (the "Pre-Closing Period")Section 7, at any every meeting of the stockholders of Company UBICS called to consider and vote upon the adoption Acquisitions and approval of the Purchase Agreement (and Acquisition Agreements or at any and all postponements and adjournments thereof)adjournment thereof or in every other circumstance upon which a 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 Company, Stockholder shall vote or cause to be voted (including by written consent) with respect to the Acquisitions and the Acquisition Agreements is sought, the Stockholder shall, including by executing a written consent if applicablerequested by UBICS, vote (or cause to be voted) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, Shares in favor of the Acquisitions, the adoption and by UBICS of the Acquisition Agreements, the approval of the Purchase Agreement terms thereof 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 the Acquisition Agreements and any matter that could reasonably be expected to facilitate the Acquisitions. The Stockholder agrees to refrain from (a) voting at any annual or special meeting of the stockholders of UBICS in any manner inconsistent with the terms of this Agreement; provided, however(b) executing any written consent in lieu of a meeting of the stockholders of UBICS in any manner inconsistent with the terms of this Agreement, that neither (c) granting any proxy or authorization to any person with respect to the Transactions nor voting of the Subject Shares, or taking any action contrary to or in any manner inconsistent with the terms of this Agreement. Until after the Acquisitions are consummated or the Acquisition Agreements are terminated, the Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other transaction parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Acquisitions and the other transactions 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 1.1Acquisition Agreements.

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 PacifiCare 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 CompanyPacifiCare with respect to any of the following, 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 and any New Shares in favor of the adoption and approval of the Purchase Reorganization Agreement and in favor of the Merger and 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 that could reasonably be expected to impedefacilitate the consummation of the Merger not inconsistent with the terms of Reorganization Agreement, interfere withPROVIDED that the terms of the Reorganization Agreement in effect on the date hereof have not been amended or modified without the prior written consent of the undersigned, delay if the effect of such amendment or modification is to (i) increase the consideration paid to any holder of the capital stock of FHP (or any holder of an option or right to purchase any such capital stock) (collectively, a "FHP Holder"), (ii) increase the maximum number of shares of Class A Common Stock which can be issued to FHP stockholders pursuant to the Reorganization Agreement; or (iii) change any other term thereof in a manner that would materially and adversely affect Stockholder (the Reorganization Agreement, as it may be amended in accordance with its terms and the foregoing, the Merger and all related matters being the "Merger Proposal"). Notwithstanding the foregoing, the Stockholder shall not be required to comply with this section if: (a) during the period ending on the date the Xxxx-Xxxxx-Xxxxxx antitrust review period is terminated or expires, pursuant to a pending or promulgated order, decree, ruling or other binding determination of a court or regulatory agency (an "Order"), the Stockholder would be required to take any action or be forbidden from taking any action as a result of the Merger, the effect of which could reasonably be expected to materially and adversely affect the contemplated economic benefits business operations of the Stockholders by changing its tax-exempt status as a non-profit corporation (provided that, the Stockholder has first used reasonable efforts to Parent oppose such Order or to accommodate such order in a manner that could not reasonably be expected to have such material and adverse effect on its tax status) or (b) the Stockholder's voting of such Shares or New Shares or delivering of such written consent is forbidden by an Order or other applicable law. The Stockholder is not aware of any of the Transactions presently pending or threatened Orders. Stockholder agrees not to take any of the other transactions contemplated by actions contrary to Stockholder's obligations under 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 Each of the date hereof through Company Stockholders severally covenants and agrees with TCI Music and the earlier of Company: (a) the Closing Date to vote or to cause to be voted all Shares that are Beneficially Owned by such Company Stockholder in favor of (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance to grant or to cause to be granted consents with its terms (the "Pre-Closing Period"respect to such Shares for), at and to cause any meeting holder of the stockholders record of Company called Shares to consider and vote upon such Shares in favor of (or to grant consents with respect to such Shares for), the adoption and approval of the Purchase Merger Agreement and the Merger at every meeting of the Stockholders of the Company (or any solicitation of consents in lieu thereof) at which such matters are considered and at any and all postponements and adjournments every adjournment or postponement thereof), and in connection with any action ; (b) 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 to cause to be voted such Shares against (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 to withhold or to cause to be withheld consents with respect to 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 thereofShares for), and in connection with to cause any action holder of record of Shares to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote such Shares against (or to withhold or to cause to be voted (including by written consentwithheld consents with respect to such Shares for), 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) proposal that would compete or (y) other action which is intended or could reasonably be expected to impede, interfere with, or that would in any way delay or materially otherwise inhibit the timely consummation of, the Merger and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this the Merger Agreement; providedand (c) to vote or to cause to be voted such Shares in favor of (or to grant or to cause to be granted consents with respect to such Shares for), howeverand to cause any holder of record of Shares to vote such Shares in favor of (or to grant consents with respect to such Shares for), that neither the Transactions nor any other transaction release of all shares of Class A, Class B and Class E Common Stock of the Company held in escrow pursuant to the Company's Second Restated Certificate of Incorporation, the Stock Escrow Agreement dated as of November 21, 1995 among the Company, certain of its stockholders and American Stock Transfer & Trust Company or otherwise from such escrow immediately prior to the effective time of the merger contemplated by the Purchase Merger Agreement, all to the extent such Shares are not disqualified by law or any contract existing prior to the date of this Agreement from voting or from giving or withholding consent with respect 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 1.1such release.